Prepared and filed by St Ives Financial



Exhibit 4.3 

  Execution
Copy 

	
	
	


SALE AND SERVICING

AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer, 

and

JPMORGAN CHASE BANK, N.A.,

Backup Servicer and Trust Collateral Agent

Dated as of November 9, 2005

	
	
	








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TABLE OF CONTENTS

	 	 	 	Page
	 	 	 	

    
	ARTICLE I Definitions	1
	 	   SECTION 1.1.	Definitions	1
	 	   SECTION 1.2.	Other Definitional Provisions	23
	ARTICLE II Conveyance of Receivables	23
	 	   SECTION 2.1.	Conveyance of Initial Receivables	23
	 	   SECTION 2.2.	Conveyance of Subsequent Receivables	24
	 	   SECTION 2.3.	Further Encumbrance of Trust Property	28
	 	   SECTION 2.4.	Intention of the Parties	28
	ARTICLE III The Receivables	29
	 	   SECTION 3.1.	Representations and Warranties of Seller	29
	 	   SECTION 3.2.	Repurchase upon Breach	29
	 	   SECTION 3.3.	Custody of Receivable Files	30
	ARTICLE IV Administration and Servicing
        of Receivables	31
	 	   SECTION 4.1.	Duties of the Servicer	31
	 	   SECTION 4.2.	Collection of Receivable Payments; Modifications of	 
	 	 	Receivables; Lockbox
    Agreements	32
	 	   SECTION 4.3.	Realization upon Receivables	35
	 	   SECTION 4.4.	Insurance	37
	 	   SECTION 4.5.	Maintenance of Security Interests in Vehicles	38
	 	   SECTION 4.6.	Covenants, Representations, and Warranties of Servicer	39
	 	   SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant	41
	 	   SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by
        Servicer	41
	 	   SECTION 4.9.	Preliminary Servicer’s Certificate and Servicer’s
        Certificate	41
	 	   SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer	 
	 	 	Termination Event	42
	 	   SECTION 4.11.	Annual Independent Accountants’ Report	43
	 	   SECTION 4.12.	Access to Certain Documentation and Information Regarding	 
	 	 	Receivables	43
	 	   SECTION 4.13.	Monthly Tape	44
	 	   SECTION 4.14.	[Reserved]	44
	 	   SECTION 4.15.	Fidelity Bond and Errors and Omissions Policy	44
	ARTICLE V Trust Accounts; Distributions;
        Statements to Noteholders	44
	 	   SECTION 5.1.	Establishment of Trust Accounts	44
	 	   SECTION 5.2.	Capitalized Interest Account	47
	 	   SECTION 5.3.	Certain Reimbursements to the Servicer	48
	 	   SECTION 5.4.	Application of Collections	48
	 	   SECTION 5.5.	Withdrawals from Spread Account	48
	 	   SECTION 5.6.	Additional Deposits	49
	 	   SECTION 5.7.	Distributions	49
	 	   SECTION 5.8.	Note Distribution Account	51


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	 	   SECTION 5.9.	Pre-Funding Account	53

	 	   SECTION 5.10.	Statements to Noteholders	53

	 	   SECTION 5.11.	Optional Deposits by the Insurer	54

	ARTICLE VI The Note Policy	55

	 	   SECTION 6.1.	Claims Under Note Policy.	55

	 	   SECTION 6.2.	Preference Claims Under Note Policy	56

	 	   SECTION 6.3.	Surrender of Note Policy	58

	ARTICLE VII The Seller	58

	 	   SECTION 7.1.	Representations of Seller	58

	 	   SECTION 7.2.	Corporate Existence	60

	 	   SECTION 7.3.	Liability of Seller; Indemnities	60

	 	   SECTION 7.4.	Merger or Consolidation of, or Assumption of the Obligations
        of,	 

	 	 	Seller	61

	 	   SECTION 7.5.	Limitation on Liability of Seller and Others	62

	 	   SECTION 7.6.	Ownership of the Certificates or Notes	62

	ARTICLE VIII The Servicer	62

	 	   SECTION 8.1.	Representations of Servicer	62

	 	   SECTION 8.2.	Liability of Servicer and Backup Servicer; Indemnities	64

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

	 	 	the Servicer or Backup Servicer	66

	 	   SECTION 8.4.	Limitation on Liability of Servicer, Backup Servicer
        and Others	67

	 	   SECTION 8.5.	Delegation of Duties	68

	 	   SECTION 8.6.	Servicer and Backup Servicer Not to Resign	68

	 	ARTICLE IX Default	 	69

	 	   SECTION 9.1.	Servicer Termination Event	69

	 	   SECTION 9.2.	Consequences of a Servicer Termination Event	70

	 	   SECTION 9.3.	Appointment of Successor	71

	 	   SECTION 9.4.	Notification to Noteholders	72

	 	   SECTION 9.5.	Waiver of Past Defaults	73

	ARTICLE X Termination	73

	 	   SECTION 10.1.	Optional Purchase of All Receivables	73

	ARTICLE XI Administrative Duties of the
        Servicer	74

	 	   SECTION 11.1.	Administrative Duties	74

	 	   SECTION 11.2.	Records	76

	 	   SECTION 11.3.	Additional Information to be Furnished to the Issuer	76

	ARTICLE XII Miscellaneous Provisions	76

	 	   SECTION 12.1.	Amendment	76

	 	   SECTION 12.2.	Protection of Title to Trust	78

	 	   SECTION 12.3.	Notices	79

	 	   SECTION 12.4.	Assignment	80



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	 	   SECTION 12.5.	Limitations on Rights of Others	80

	 	   SECTION 12.6.	Severability	81

	 	   SECTION 12.7.	Separate Counterparts	81

	 	   SECTION 12.8.	Headings	81

	 	   SECTION 12.9.	Governing Law	81

	 	   SECTION 12.10.	Assignment to Trust Collateral Agent	81

	 	   SECTION 12.11.	Nonpetition Covenants	81

	 	   SECTION 12.12.	Limitation of Liability of Owner Trustee and Trustee	81

	 	   SECTION 12.13.	Independence of the Servicer	82

	 	   SECTION 12.14.	No Joint Venture	82

	 	   SECTION 12.15.	Benefits of Sale and Servicing Agreement	82

	 	   SECTION 12.16.	State Business Licenses	83

	 	 	 	 

	 	SCHEDULES	 	 

	 	Schedule A	Schedule of Receivables	 

	 	Schedule B	Representations and Warranties of the Seller and the
        Servicer	 

	 	Schedule C	Servicing Policies and Procedures	 

	 	 	 	 

	 	EXHIBITS	 	 

	 	Exhibit A	Form of Subsequent Transfer Agreement	 

	 	Exhibit B	Form of Servicer’s Certificate	 

	 	Exhibit C	Form of Preliminary
        Servicer’s Certificate	 



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     SALE AND SERVICING
    AGREEMENT dated as of November 9, 2005, among AMERICREDIT AUTOMOBILE RECEIVABLES
    TRUST 2005-D-A, a Delaware statutory trust (the  “Issuer”), AFS SENSUB CORP.,
    a Nevada corporation (the  “Seller”), AMERICREDIT FINANCIAL SERVICES, INC.,
    a Delaware corporation (the  “Servicer”) and JPMORGAN CHASE BANK, N.A., a
    national banking association, in its capacity as Backup Servicer and Trust
    Collateral Agent.  

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

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

      WHEREAS
    the Issuer desires to purchase additional receivables arising in connection
    with motor vehicle retail installment sale contracts to be acquired by AmeriCredit
    Financial Services, Inc.;  

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

      WHEREAS the Servicer
    is willing to service all such receivables;  

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

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

 ARTICLE
    I  

 Definitions  

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

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

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



 



 

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

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

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

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

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

       “Addition
      Notice” means, with respect to any transfer of Subsequent Receivables
      to the Trust pursuant to Section 2.2 of this Agreement, notice of the Seller’s
      election to transfer Subsequent Receivables to the Trust, such notice to
      designate the related Subsequent Cutoff Date and Subsequent Transfer Date
      and the approximate principal amount of Subsequent Receivables to be transferred
      on such Subsequent Transfer Date.  

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

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

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

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

       “AmeriCredit” means
    AmeriCredit Financial Services, Inc. 

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

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

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

       “Available
      Funds” means, with respect to any Distribution Date, the sum of (i)
      the Collected Funds for the related Collection Period, (ii) all Purchase
      Amounts deposited in the Collection Account during the related Collection
      Period, plus Investment Earnings with respect to the Trust Accounts for
      the related Collection Period, (iii) the Monthly Capitalized Interest Amount
      with respect to such Distribution Date, (iv) following the acceleration
      of the Notes pursuant to Section 5.2 of the Indenture, the amount of money
      or property collected pursuant to Section 5.3 of the Indenture since the
      preceding Distribution Date by the Trust Collateral Agent or Controlling
      Party for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture,
      (v) if the Distribution Date which immediately follows such Collection
      Period is also the Mandatory Redemption Date, any Pre-Funded Amount to
      be deposited into the Collection Account on such Distribution Date pursuant
      to Section 5.7(b) hereof and (vi) the proceeds of any purchase or sale
      of the assets of the Trust described in Section 10.1 hereof.  

       “Backup
      Servicer” means
    JPMorgan Chase Bank, N.A.  

       “Base
    Servicing Fee” means, with respect to any Collection Period, the fee payable
    to the Servicer for services rendered during such Collection Period, which
    shall be equal to the product of the Servicing Fee Rate times the sum of
    (A) the product of (i) the aggregate Principal Balance of the Receivables
    as of the opening of business on the first day of such Collection Period
    multiplied by (ii) one twelfth plus (B) the product of (i) the aggregate
    Principal Balance of the Subsequent Receivables sold to the Issuer during
    such Collection Period multiplied by (ii) the number of days during that
    Collection Period that the Subsequent Receivables were owned by the Issuer
    divided by 360.  

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

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

       “Capitalized
    Interest Account” means the account designated as such, established and maintained
    pursuant to Section 5.2. 

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       “Capitalized
      Interest Account Initial Deposit” means $2,708,168.00 deposited on
      the Closing Date.  

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

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

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

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

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

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

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

       “Closing Date” means
            November 17, 2005.  

       “Collateral
      Agent” means JPMorgan Chase Bank, N.A., in its capacity as Collateral
      Agent under the Spread Account Agreement.  

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

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

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

       “Collection
      Period” means, with respect to the first Distribution Date, the period
      beginning on the close of business on November 9, 2005 and ending on the
      close of business on November 30, 2005. With respect to each subsequent
      Distribution Date,  “Collection Period” means the period beginning on the
      close of business on the last day of the second preceding calendar month
      and ending on the close of business on the last day of the immediately
      preceding calendar month. Any amount stated  “as of the close of business
      of the last day of a Collection Period” shall give effect to the following
      calculations as determined as of the end of the day on such last day: (i)
      all applications of collections and (ii) all distributions.  

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

       “Computer
    Tape” means the computer tapes or other electronic media furnished
    by the Servicer to the Issuer and the Insurer and its assigns describing
    certain
    characteristics of  the Receivables as of
    the Initial Cutoff Date or with respect to any Subsequent Receivables, the
    related Subsequent Cutoff Date, as appropriate.  

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

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

       “Corporate
      Trust Office” means (i) with respect to the Owner Trustee, the principal
      corporate trust office of the Owner Trustee, which at the time of execution
      of this agreement is Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware 19890-0001, Attention: Corporate Trust Administration, and (ii)
      with respect to the Trustee, the Trust Collateral Agent, the Backup Servicer
      and the Collateral Agent, the principal office thereof at which at any
      particular time its corporate trust business shall be administered, which
      at the time of execution of this agreement is 4 New York Plaza, 6th Floor,
      New York, New York 10004, Attention: WSS/Structured Finance Services, AmeriCredit
      2005-D-A.  

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

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

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

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

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

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

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

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

      (a)
    with respect to bankers’ acceptances, commercial paper, negotiable certificates
    of deposit and other obligations that constitute  “instruments” within the
    meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical
    delivery, transfer thereof to the Trust Collateral Agent by physical delivery
    to the Trust Collateral Agent endorsed to, or registered in the name of,
    the Trust Collateral Agent or endorsed in blank, and, with respect to a certificated
    security (as defined in Section 8-102(4) of the UCC), transfer thereof (i)
    by delivery thereof to the Trust Collateral Agent of such certificated security
    endorsed to, or registered in the name of, the Trust Collateral Agent or
    (ii) by delivery thereof to a  “clearing corporation” (as defined in Section
    8-102(a)(5) of the UCC) and the making by such clearing corporation of appropriate
    entries on its books reducing the appropriate securities account of the transferor
    and increasing the appropriate securities account of the Trust Collateral
    Agent by the amount of such certificated security and the identification
    by the clearing corporation of the certificated securities for the sole and
    exclusive account of the Trust Collateral Agent (all of the foregoing,  “Physical
    Property”), and, in any event, any such Physical Property in registered
    form shall be in the name of the Trust Collateral Agent or its nominee; and
    such additional or alternative procedures as may hereafter become appropriate
    to effect the complete transfer of ownership of any such Trust Account Property
    to the Trust Collateral Agent or its nominee or custodian, consistent with
    changes in applicable law or regulations or the interpretation thereof; (b)
    with respect to any security issued by the U.S. Treasury, the Federal Home
    Loan Mortgage Corporation or by the Federal National Mortgage Association
    that is a book-entry security held through the Federal Reserve System pursuant
    to federal book-entry regulations, the following procedures, all in accordance
    with applicable law, including applicable Federal regulations and Articles
    8 and 9 of the UCC: book-entry registration of such Trust Account Property
    to an appropriate book-entry account maintained with a Federal Reserve Bank
    by a securities intermediary that is also a  “depository” pursuant to applicable
    federal regulations; the making by such securities intermediary of entries
    in its books and records crediting such Trust Account Property to the Trust
    Collateral Agent’s securities account at the securities intermediary and
    identifying such book-entry security held through the Federal Reserve System
    pursuant to federal book-entry regulations as belonging to the Trust Collateral
    Agent; and such additional or alternative procedures as may hereafter become
    appropriate to effect complete transfer of ownership of any such Trust Account
    Property to the Trust Collateral Agent, consistent with changes in applicable
    law or regulations or the interpretation thereof;  

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

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

       “Depositor” shall
    mean the Seller in its capacity as Depositor under the Trust Agreement.  

       “Determination
      Date” means, with respect to any Collection Period the second Business
      Day preceding the Distribution Date in the next calendar month and with
      respect to the first Distribution Date, December 2, 2005.  

       “Distribution
      Date” means, with respect to each Collection Period, the sixth day
      of the following calendar month, or, if such day is not a Business Day,
      the immediately following Business Day, commencing December 6, 2005.  

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

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

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

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

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

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

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

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

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

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

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

     (h) cash denominated in
    United States dollars.  

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

       “FDIC” means the
    Federal Deposit Insurance Corporation.  

       “Final
    Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes,
    the December 6, 2006 Distribution Date, (ii) the Class A-2 Notes, the November
    6, 2008 Distribution Date, (iii) the Class A-3 Notes, the December 6, 2010
    Distribution Date and (iv) the Class A-4 Notes, the November 6, 2012 Distribution
    Date.  

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

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

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

       “Funding
    Period” means the period beginning on and including the Closing Date and
    ending on the first to occur of (a) the first date on which the amount on
    deposit in the Pre-Funding Account (after giving effect to any transfers
    therefrom in connection with the transfer of Subsequent Receivables to the
    Issuer on such date) is less than $100,000, (b) the date on which an Event
    of Default or a Servicer Termination Event occurs and (c) February 14, 2006.  

       “Initial
      Cutoff Date” means
    November 9, 2005.  

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

       “Initial
    Receivables” means the Receivables conveyed to the Trust on the Closing Date.  

       “Indenture” means
    the Indenture dated as of November 9, 2005, between the Issuer and JPMorgan
    Chase Bank, N.A., as Trust Collateral Agent and Trustee, as the same may
    be amended and supplemented from time to time.  

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

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

       “Insurance
      Agreement” means the Insurance Agreement, dated as of November 17,
      2005, among the Insurer, the Trustee, the Trust Collateral Agent, the Collateral
      Agent, the Trust, the Seller, the Servicer, the Custodian, the Backup Servicer
      and AmeriCredit, as the same may be amended or supplemented from time to
      time.  

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

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

       “Insured
      Amount” means (i) for any Distribution Date, an amount equal to the
      excess, if any of (a) the Scheduled Payments (as such term is defined in
      the Policy) for such Distribution Date minus (b) sum, without duplication
      and in each case to the extent available to pay such Scheduled Payments
      in accordance with the priorities set forth herein and in the Indenture,
      of (w) all Available Funds for the related Collection Period plus (x) Additional
      Funds Available, if any, for such Distribution Date plus (y) all other
      funds on deposit in the Collection Account, the Lockbox Account, the Spread
      Account and any other Trust Account that are available for payment of Scheduled
      Payments on such Distribution Date plus (z) any other amounts available
      pursuant to the Basic Documents to pay the related Scheduled Payments on
      such Distribution Date, and (ii) with respect to any Preference Payment
      Date (as such term is defined in the Policy), the related Preference Amount
      (as such term is defined in Section 6.2(a)).  

       “Insurer” means
    Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation,
    or any successor thereto, as issuer of the Note Policy.  

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

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

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

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

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

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       “Interest
    Period” means, with respect to any Distribution Date, the period from and
    including the most recent Distribution Date on which interest has been paid
    (or in the case of the first Distribution Date, from and including the Closing
    Date) to, but excluding, the following Distribution Date. In the case of
    the first Distribution Date, the Interest Period shall be 19 days for all
    Classes of Notes.  

       “Interest
      Rate” means, with respect to (i) the Class A-1 Notes, 4.3436% per annum
      (computed on the basis of a 360-day year and the actual number of days
      elapsed in the applicable Interest Period), (ii) the Class A-2 Notes, 4.75%
      per annum (computed on the basis of a 360-day year consisting of twelve
      30-day months), (iii) the Class A-3 Notes, 4.87% per annum (computed on
      the basis of a 360-day year consisting of twelve 30-day months) and (iv)
      the Class A-4 Notes, 5.02% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).  

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

       “Issuer” means
    AmeriCredit Automobile Receivables Trust 2005-D-A.  

       “Letter
      Agreement” means the Letter Agreement dated as of November 17, 2005
      among the Insurer, the Seller, the Trust, AmeriCredit, AmeriCredit Corp.
      and JPMorgan Chase Bank, N.A..  

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

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

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

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

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

       “Lockbox
    Agreement” means the Tri-Party Remittance Processing Agreement, dated as
    of November 9, 2005, by and among AmeriCredit, JPMorgan Chase Bank, N.A.,
    and the Trust Collateral Agent, as such agreement may be amended or supplemented
    from time to time, unless the Trust Collateral Agent shall cease to be a
    party thereunder, or such agreement shall be terminated in accordance with
    its terms, in which event  “Lockbox Agreement” shall mean such other agreement,
    in form and substance acceptable to the Controlling Party, among the Servicer,
    the Trust Collateral Agent and the Lockbox Bank.  

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

       “Mandatory
      Redemption Date” means the earlier of (i) the Distribution Date in
      the month following the month in which the last day of the Funding Period
      occurs or (ii) the Distribution Date in March 2006.  

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

       “Monthly
      Capitalized Interest Amount” means in the case of the Distribution
      Dates occurring in December 2005, January 2006, February 2006 and March
      2006, an amount equal to the difference between (i) the product of (x)
      a fraction the numerator of which is the actual number of days elapsed
      in the related Interest Period or in the case of the final subsequent transfer
      date, the number of days from and including the previous Distribution Date
      to, but excluding the final Subsequent Transfer Date and the denominator
      of which is 360, (y) the weighted average of the Interest Rate for each
      Class of Notes and (z) the Pre-Funded Amount as  of the prior Distribution
    Date, or in the case of the December 2005 Distribution Date as of the Closing
    Date and (ii) the sum of the Pre-Funding Earnings and Investment Earnings
    on amounts on deposit in the Capitalized Interest Account for such Distribution
    Date.  

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

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

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

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

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

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

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

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

       “Note
    Prepayment Amount” means, as of the Distribution Date on or immediately following
    the last day of the Funding Period, after giving effect to any transfer of
    Subsequent Receivables on such date, an amount equal to the Noteholders’
    pro rata share (based on the respective current outstanding principal amount
    of each Class of Notes) of the Pre-Funded Amount as of such Distribution
    Date; provided, that if the aggregate remaining amount in the Pre-Funding
    Account is $100,000 or less, such amount will be applied exclusively to reduce
    the  outstanding principal
    amount of the Class of Notes then entitled to receive distributions of principal.  

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

       “Noteholders’
    Distributable Amount” means, with respect to any Distribution Date, the sum
    of the Noteholders’ Principal Distributable Amount and the Noteholders’ Interest
    Distributable Amount.  

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

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

       “Noteholders’
      Monthly Interest Distributable Amount” means, with respect to any Distribution
      Date and any Class of Notes, interest accrued at the respective Interest
      Rate during the applicable Interest Period on the principal amount of the
      Notes of such Class outstanding as of the end of the prior Distribution
      Date (or, in the case of the first Distribution Date, as of the Closing
      Date), calculated (x) for the Class A-1 Notes on the basis of a 360-day
      year and the actual number of days elapsed in the applicable Interest Period
      and (y) for all other Classes of Notes on the basis of a 360-day year consisting
      of twelve 30-day months.  

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

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

       “Noteholders’
    Percentage” means with respect to any Determination Date (i) relating
    to a Distribution Date prior to the Distribution Date on which the principal
    amount of the Notes is reduced to zero, 100%; (ii) relating to the Distribution
    Date on which the principal amount of the Notes is reduced to zero, the percentage
    equivalent of a fraction, the numerator of which
        is the outstanding principal balance of the Notes that remain unpaid
        immediately prior to such Distribution Date, and the denominator of which
    is the Principal Distributable Amount; and 

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	(iii)  	relating
        to any other Distribution Date, 0%.
	 
	      “Noteholders’
        Principal Carryover Amount” means, as of any date of determination, all
        or any portion of the Noteholders’ Principal Distributable Amount and
        any outstanding Noteholders’ Principal Carryover Amount from the preceding
        Distribution Date which remains unpaid as of such date of determination.
	 
	      “Noteholders’
          Principal Distributable Amount” means, with respect to any Distribution
          Date, (other than the Final Scheduled Distribution Date for any Class
          of Notes), the sum of the Noteholders’ Monthly Principal Distributable
          Amount for such Distribution Date and the Noteholders’ Principal Carryover
          Amount, if any, as of the close of the preceding Distribution Date.
          The Noteholders’ Principal Distributable Amount on the Final Scheduled
          Distribution Date for any Class of Notes will equal the sum of (i)
          the Noteholders’ Monthly Principal Distributable Amount for such Distribution
          Date, (ii) the Noteholders’ Principal Carryover Amount as of such Distribution
          Date, and (iii) the excess of the outstanding principal amount of such
          Class of Notes, if any, over the amounts described in clauses (i) and
          (ii).
	 
	      “Noteholders’
          Remaining Parity Deficit Amount” means, with respect to any Distribution
          Date, the Noteholders’ Parity Deficit Amount for such Distribution
          Date minus any reduction in the aggregate principal balance of the
          Notes made on such Distribution Date with funds withdrawn from the
          Spread Account.
	 
	      “Obligor” on
        a Receivable means the purchaser or co-purchasers of the Financed Vehicle
        and any other Person who owes payments under the Receivable.
	 
	      “Officers’
          Certificate” means a certificate signed by the chief executive
          officer, the president, any executive vice president, any senior vice
          president, any vice president, any assistant vice president, any treasurer,
          any assistant treasurer, any secretary or any assistant secretary of
          the Seller or the Servicer, as appropriate.
	 
	      “Opinion
          of Counsel” means a written opinion of counsel reasonably acceptable
          to the Insurer, which opinion is satisfactory in form and substance
          to the Trust Collateral Agent and, if such opinion or a copy thereof
          is required by the provisions of this Agreement to be delivered to
          the Insurer, to the Insurer.
	 
	      “Original
        Pool Balance” means the sum, as of any date, of the Pool Balance as of
        the Initial Cutoff Date, plus the aggregate Principal Balance of the
        Subsequent Receivables, if any, sold to the Trust, as of their respective
        Subsequent Cutoff Dates.
	 
	      “Other
          Conveyed Property” means the Initial Other Conveyed Property and
          the Subsequent Other Conveyed Property.
	 
	      “Overfunded
          Capitalized Interest Amount” means:
	 
	     With
          respect to the December 2005 Distribution Date, the excess of (a) the
          amount on deposit in the Capitalized Interest Account on such Distribution
          Date (after giving effect to the transfer of the Monthly Capitalized
          Interest Amount to the Collection Account on such date) over (b) the
          product of (i) 1/360, (ii) the lesser of (x) 1.50% and (y) the weighted
          average of each Interest Rate less the actual interest rate on Eligible
          Investments, (iii) 90 and (iv) the amount on deposit in the Pre-Funding
          Account (excluding Pre-Funding Earnings) at the close of business on
    November 30, 2005.  



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      With
    respect to the January 2006 Distribution Date, the excess of (a) the amount
    on deposit in the Capitalized Interest Account on such Distribution Date
    (after giving effect to the transfer of the Monthly Capitalized Interest
    Amount to the Collection Account on such date) over (b) the product of (i)
    1/360, (ii) the lesser of (x) 1.50% and (y) the weighted average of each
    Interest Rate less the actual interest rate on Eligible Investments, (iii)
    60 and (iv) the amount on deposit in the Pre-Funding Account (excluding Pre-Funding
    Earnings) at the close of business on December 31, 2005. 

       With
      respect to the February 2006 Distribution Date, the excess of (a) the amount
      on deposit in the Capitalized Interest Account on such Distribution Date
      (after giving effect to the transfer of the Monthly Capitalized Interest
      Amount to the Collection Account on such date) over (b) the product of
      (i) 1/360, (ii) the lesser of (x) 1.50% and (y) the weighted average of
      each
      Interest Rate less the actual interest rate on Eligible Investments, (iii)
      30 and (iv) the amount on deposit in the Pre-Funding Account (excluding
    Pre-Funding Earnings) at the close of business on January 31, 2006.

       With
      respect to the March 2006 Distribution Date, the amount on deposit in the
      Capitalized Interest Account on such Distribution Date (after giving effect
      to the transfer of the Monthly Capitalized Interest Amount to the Collection
      Account on such date).  



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

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

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

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

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

       “Pre-Funded
    Amount” means, with respect to any date of determination, the amount on deposit
    in the Pre-Funding Account, (exclusive of Pre-Funding Earnings) which initially
    shall be $521,248,622.73.  

       “Pre-Funding
    Account” has the meaning specified in Section 5.1.  

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       “Pre-Funding
    Earnings” means any Investment Earnings on amounts on deposit in the Pre-Funding
    Account.  

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

       “Prepayment
    Amount” means the amount deposited in the Collection Account from the Pre-Funding
    Account on the Mandatory Redemption Date pursuant to Section 5.7(a)(ii) hereof.  

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

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

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

       “Purchase
    Agreement” means the Purchase Agreement between the Seller and AmeriCredit,
    dated as of November 9, 2005, pursuant to which the Seller acquired the Initial
    Receivables, as such Agreement may be amended from time to time.  

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

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

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

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

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

       “Receivables” means
    the Initial Receivables listed on Schedule A attached hereto and the Subsequent
    Receivables listed on Schedule A to each Subsequent Transfer Agreement (which
    Schedules may be in the form of microfiche or a disk).  

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

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

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

       “Required
      Pro Forma Note Balance” means, with respect to any Distribution Date,
      a dollar amount equal to the product of (x) the difference between (i)
      100% and (ii) the  “Overcollateralization Amount” (as defined in the Spread
      Account Agreement), as the same may step down over time in accordance with
      the terms of the Spread Account Agreement (which difference will initially
      equal 87%) and (y) the Pool Balance as of the end of the prior calendar
      month.  

       “Requisite
      Amount” has
    the meaning specified in the Spread Account Agreement.  

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

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

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

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

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

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

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

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

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

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

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

       “Servicing Fee Rate” means
    2.25% per annum.  

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

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

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

       “Spread
    Account Agreement” means the Spread Account Agreement dated as of November
    9, 2005, among the Insurer, the Issuer, the Trustee, the Trust Collateral
    Agent and the Collateral Agent, as the same may be modified, supplemented
    or otherwise amended in accordance with the terms thereof.  

       “Spread
      Account Claim Amount” means with respect to any Determination Date,
      after taking into account the application on the related Distribution Date
      of the Available Funds for the related Collection Period, an amount equal
      to the sum of, without duplication, (i) any shortfall in the payment of
      the full amounts described in clauses (i) through (iv) of Section 5.7(b)
      herein, (ii) the Noteholders’ Parity Deficit Amount, if any, for such Distribution
      Date and (iii) if the related Distribution Date is the Final Scheduled
      Distribution Date of any Class, any remaining outstanding principal balance
      of such Class, to the extent that such amount is available on the related
      Distribution Date in accordance with the terms of the Spread Account Agreement; provided,
      however, that following an acceleration of the Notes pursuant to Section
      5.2 of the Indenture, the Spread Account Claim Amount shall equal the excess,
      if any, of (i) the amounts payable pursuant to priorities First through
      Fourth of Section 5.6(a) of the Indenture on the Distribution Date minus (ii)
      the Available Funds for such Distribution Date, to the extent that such
      amounts are available on the related Distribution Date in accordance with
      the terms of the Spread Account Agreement.  

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

       “Spread
      Account Initial Deposit” means an amount equal to 2.0% of the aggregate
      principal balance of the Receivables on the Initial Cutoff Date (which
      is equal to $19,000,029.78).  

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

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

       “Subsequent
      Cutoff Date” means the date specified in the related Subsequent Transfer
      Agreement; provided, however, that such date shall be on
      or before the related Subsequent Transfer Date.  

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       “Subsequent
      Other Conveyed Property” means all property conveyed by the Seller
      to the Trust pursuant to Section 2.2(a)(ii) through (a)(ix) of this Agreement
      and the related Subsequent Transfer Agreement.  

       “Subsequent
      Purchase Agreement” means an agreement by and between the Seller and
      AmeriCredit pursuant to which the Seller will acquire Receivables to be
      transferred by the Seller to the Issuer as Subsequent Receivables, substantially
      in the form of Exhibit A to the Purchase Agreement.  

       “Subsequent
      Receivables” means the Receivables transferred to the Issuer pursuant
      to Section 2.2, which shall be listed on Schedule A to the related Subsequent
      Transfer Agreement.  

       “Subsequent
    Spread Account Deposit” means, with respect to each Subsequent Transfer Date,
    an amount equal to the lesser of (i) 2.0% of the aggregate principal balance
    of Subsequent Receivables as of the related Subsequent Cutoff Date and (ii)
    the amount necessary to cause the Requisite Amount to be on deposit in the
    Spread Account, in each case transferred to the Trust on such Subsequent
    Transfer Date from amounts released from the Pre-Funding Account. 

       “Subsequent
      Transfer Agreement” means the agreement among the Issuer, the Seller
      and the Servicer, substantially in the form of Exhibit A.  

       “Subsequent
      Transfer Date” means, with respect to Subsequent Receivables, any date,
      occurring not more frequently than once a month, during the Funding Period
      on which Subsequent Receivables are to be transferred to the Trust pursuant
      to this Agreement, and a Subsequent Transfer Agreement is executed and
      delivered to the Trust.  

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

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

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

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

       “Titled
      Third-Party Lender” means a Third-Party Lender having a short term
      debt rating of at least A-1/P-1 from Standard & Poor’s and Moody’s,
      respectively, that has agreed to  assist AmeriCredit or
    any successor servicer, to the extent necessary, with any repossession or
    legal action in respect of Financed Vehicles with respect to which such Third-Party
    Lender has assigned its full interest therein to AmeriCredit and is listed
    as first lienholder or secured party on the Lien Certificate relating to
    such Financed Vehicle.  

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

       “Trust” means the Issuer.  

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

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

       “Trust
    Agreement” means the Trust Agreement dated as of October 25, 2005, between
    the Seller and the Owner Trustee, as amended and restated as of November
    9, 2005, as the same may be amended and supplemented from time to time.  

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

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

       “Trust
    Property” means the property and proceeds conveyed pursuant to Section 2.1
    and Section 2.2, together with certain monies paid on or after the Initial
    Cutoff Date in the case of the Initial Receivables, and the Subsequent Cutoff
    Date, in case of the Subsequent Receivables, the Note Policy, the Lockbox
    Account, the Trust Accounts (including all Eligible Investments therein and
    proceeds therefrom), and certain other rights under this Agreement.  

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

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

      SECTION 1.2. Other
      Definitional Provisions. 

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

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

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

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

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

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

 ARTICLE
    II  

 Conveyance of Receivables  

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

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	 	     (a)       the
        Initial Receivables and all moneys received thereon after the Initial
    Cutoff Date;
	 	 
	 	     (b)       the
        security interests in the Financed Vehicles granted by Obligors pursuant
        to the Initial Receivables and any other interest of the Seller in such
    Financed Vehicles;
	 	 
	 	     (c)       any
        proceeds and the right to receive proceeds with respect to the Initial
        Receivables from claims on any physical damage, credit life or disability
        insurance policies covering Financed Vehicles or Obligors and any proceeds
    from the liquidation of the Initial Receivables;
	 	 
	 	     (d)       any
        proceeds from any Initial Receivable repurchased by a Dealer pursuant
        to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan
        Purchase and Sale Agreement as a result of a breach of representation
        or warranty in the related Dealer Agreement or Auto Loan Purchase and
    Sale Agreement;
	 	 
	 	     (e)  all
    rights under any Service Contracts on the related Financed Vehicles;
	 	 
	 	     (f)  the
    related Receivable Files;
	 	 
	 	     (g)       all
        of the Seller’s right, title and interest in its rights and benefits,
        but none of its obligations or burdens, under the Purchase Agreement,
        including the Seller’s rights under the Purchase Agreement, and the delivery
        requirements, representations and warranties and the cure and repurchase
    obligations of AmeriCredit under the Purchase Agreement;
	 	 	 
	 	     (h)       all
        of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv)
        Instruments and (v) General Intangibles (as such terms are defined in
    the UCC) relating to the property described in (a) through (g); and
	 	 
	 	     (i)  all
    proceeds and investments with respect to items (a) through (h). 
	 
	     SECTION
        2.2. Conveyance of Subsequent Receivables
	 	 
	 	     (a)       Subject
        to the conditions set forth in paragraph (b) below, in consideration
        of the Issuer’s delivery on each related Subsequent Transfer Date to
        or upon the order of the Seller of the amount described in Section 5.9(a)
        to be delivered to the Seller, the Seller does hereby sell, transfer,
        assign, set over and otherwise convey to the Issuer without recourse
        (subject to the obligations set forth herein), all right, title and interest
        of the Seller in and to whether now owned or existing or hereinafter
    acquired:
	 	 	 
	 	 	     (i)       the
        Subsequent Receivables listed on Schedule A to the related Subsequent
        Transfer Agreement and all moneys received thereon after the Subsequent
    Cutoff Date;


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	 	 	     (ii)       the
        security interests in the Financed Vehicles granted by Obligors pursuant
        to such Subsequent Receivables and any other interest of the Seller in
    such Financed Vehicles;
	 	 	 	 
	 	 	     (iii)       any
        proceeds and the right to receive proceeds with respect to such Subsequent
        Receivables from claims on any physical damage, credit life or disability
        insurance policies covering the related Financed Vehicles or Obligors
    and any proceeds from the liquidation of such Subsequent Receivables;
	 	 	 	 
	 	 	     (iv)       any
        proceeds from any Subsequent Receivable repurchased by a Dealer pursuant
        to a Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan
        Purchase and Sale Agreement as a result of a breach of representation
        or warranty in the related Dealer Agreement or Auto Loan Purchase and
    Sale Agreement;
	 	 	 	 
	 	 	     (v)       all
    rights under any Service Contracts on the related Financed Vehicles:
	 	 	 	 
	 	 	     (vi)  the
    related Receivable Files;
	 	 	 	 
	 	 	     (vii)       all
        of the Seller’s right, title and interest in its rights and benefits,
        but none of its obligations or burdens, under each of the Subsequent
        Purchase Agreements, including the Seller’s rights under each of the
        Subsequent Purchase Agreements, and the delivery requirements, representations
        and warranties and the cure and repurchase obligations of AmeriCredit
        under each of the Subsequent Purchase Agreements, on or after the related
    Subsequent Cutoff Date;
	 
	 	 	     (viii)
        all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d)
        Instruments and (e) General Intangibles (as such terms are defined in
        the UCC) relating to the property described in (i) through (vii); and
	 	 	 	 
	 	 	     (ix)  all
    proceeds and investments with respect to items (i) through (viii).
	 	 	 
	 	     (b)       The
        Seller shall transfer to the Issuer the Subsequent Receivables and the
        Subsequent Other Conveyed Property only upon the satisfaction of each
        of the following conditions on or prior to the related Subsequent Transfer
    Date:
	 	 	 	 
	 	 	     (i)       the
        Seller shall have provided the Trust Collateral Agent, the Owner Trustee,
        the Insurer and the Rating Agencies with an Addition Notice not later
        than five days prior to such Subsequent Transfer Date and shall have
        provided any information reasonably requested by any of the foregoing
    with respect to the Subsequent Receivables;
	 	 	 	 
	 	 	     (ii)       the
        Seller shall have delivered to the Owner Trustee and the Trust Collateral
        Agent a duly executed Subsequent Transfer Agreement and Subsequent Purchase
        Agreement which shall include supplements to Schedule A, listing the
    Subsequent Receivables;
	 	 	 	 
	 	 	     (iii)       the
        Seller shall, to the extent required by Section 4.2, have deposited in
    the Collection Account all collections in respect of the Subsequent Receivables;


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	 	     (iv)       as
        of each Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller
        shall be insolvent and shall not become insolvent as a result of the
        transfer of Subsequent Receivables on such Subsequent Transfer Date,
        (B) neither AmeriCredit nor the Seller shall intend to incur or believe
        that it shall incur debts that would be beyond its ability to pay as
        such debts mature, (C) such transfer shall not have been made with actual
        intent to hinder, delay or defraud any Person and (D) the assets of AmeriCredit
        or the Seller, as the case may be, shall not constitute unreasonably
    small capital to carry out its business as conducted;
	 	 
	 	     (v)  the
    Funding Period shall not have terminated;
	 	 
	 	     (vi)       after
        giving effect to any transfer of Subsequent Receivables on a Subsequent
        Transfer Date, the Receivables transferred to the Trust pursuant hereto
        shall meet the following criteria (based on the characteristics of the
        Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables
        on the related Subsequent Cutoff Dates) as such information is provided
        to the Trust Collateral Agent by the Servicer: (A) the remaining term
        of each Receivable transferred to the Trust shall not be greater than
        72 months; (B) the original term of each Receivable transferred to the
        Trust shall not be more than 72 months; (C) not more than 50% of the
        Receivables transferred to the Trust (calculated by aggregate Principal
        Balance) has an original term to maturity of 72 months; (D) each Receivable
        had a remaining Principal Balance of at least $250 and not more than
        $80,000; (E) each of the Receivables has an Annual Percentage Rate of
        at least 1% and not more than 33%; (F) the weighted average APR of the
        Receivables transferred to the Trust shall not be less than 16.75%, unless,
        with the prior consent of the Rating Agencies and the Insurer, the Seller
        increases the Spread Account Initial Deposit with respect to the Subsequent
        Receivables by the amount required by the Insurer; (G) none of the Receivables
        transferred to the Trust was more than 30 days past due; (H) no funds
        have been advanced by AmeriCredit, any Dealer, any Third-Party Lender,
        or anyone acting on behalf of any of them in order to cause any Receivable
        transferred to the Trust to qualify under clause (G) above; (I) not more
        than 35% of the Aggregate Principal Balance shall have Obligors whose
        mailing addresses are in Texas and California; (J) each Obligor had a
        billing address in the United States as of the date of origination of
        the Receivables transferred to the Trust, is a natural person and is
        not an Affiliate of any party to this Agreement; (K) each Receivable
        transferred to the Trust is denominated in, and each Contract provides
        for payment in, United States dollars; (L) each Receivable transferred
        to the Trust is identified on the Servicer’s master servicing records
        as an automobile installment sales contract or installment note; (M)
        each Receivable transferred to the Trust arises under a Contract which
        is assignable without the consent of, or notice to, the Obligor thereunder,
        and does not contain a confidentiality provision that purports to restrict
        the ability of the Servicer to exercise its rights under this Agreement,
        including, without limitation, its right to review the Contract; (N)
        each Receivable transferred to the Trust arises under a Contract with
        respect to which AmeriCredit has performed all obligations required to
        be performed by it thereunder, and, in the event such Contract is an
        installment sales contract, delivery of the Financed Vehicle to the related
        Obligor has occurred and (O) any variation in the overall composition
        or characteristics of the Initial Receivables and the pool of Receivables
    as a  whole after giving effect
    to the transfer of the Subsequent Receivables on such Subsequent Transfer
    Date shall not be material;  


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      (vii)
    each of the representations and warranties made by the Seller pursuant to
    Section 3.1 with respect to the Subsequent Receivables to be transferred
    on such Subsequent Transfer Date shall be true and correct as of the related
    Subsequent Transfer Date, and the Seller shall have performed all obligations
    to be performed by it hereunder on or prior to such Subsequent Transfer Date
    and each of the conditions under the Subsequent Purchase Agreement will have
    been satisfied or waived as provided therein;  

      (viii)
    the Seller shall, at its own expense, on or prior to the Subsequent Transfer
    Date indicate in its computer files that the Subsequent Receivables identified
    in the Subsequent Transfer Agreement have been sold to the Trust pursuant
    to this Agreement;  

      (ix)
    the Seller shall have taken any action required to maintain the first priority
    perfected ownership interest of the Trust in the Owner Trust Estate and the
    first priority perfected security interest of the Trust Collateral Agent
    in the Collateral;  

      (x)
    no selection procedures adverse to the interests of the Noteholders or the
    Insurer shall have been utilized in selecting the Subsequent Receivables;  

      (xi)
    for federal income tax purposes, the addition of any such Subsequent Receivables
    shall not cause the Notes to fail to qualify as indebtedness or cause the
    Issuer to be characterized as an association (or publicly traded partnership)
    taxable as a corporation;  

      (xii)
    the Seller shall have delivered (A) to the Rating Agencies and the Insurer
    Opinions of Counsel with respect to the transfer of such Subsequent Receivables
    substantially in the form of the Opinions of Counsel delivered to the Rating
    Agencies and the Insurer on the Closing Date and (B) to the Trust Collateral
    Agent the Opinion of Counsel required by Section 12.2(h)(1);  

      (xiii)
    Standard & Poor’s shall have confirmed in writing to the Trust Collateral
    Agent that the rating on the Notes shall not be withdrawn or reduced as a
    result of the transfer of such Subsequent Receivables to the Trust;  

      (xiv)
    the Insurer (so long as no Insurer Default shall have occurred and be continuing),
    in its absolute and sole discretion, shall have approved the transfer of
    such Subsequent Receivables to the Trust and the Insurer shall have been
    reimbursed for any fees and expenses incurred by the Insurer in connection
    with the granting of such approval;  

      (xv)
    the Seller shall simultaneously transfer or cause to be transferred the Subsequent
    Spread Account Deposit to the Trust Collateral Agent with respect to the
    Subsequent Receivables transferred on such Subsequent Transfer Date; and 

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      (xvi)
    the Seller shall have delivered to the Insurer and the Trust Collateral Agent
    an Officers’ Certificate confirming the satisfaction of each condition precedent
    specified in this paragraph (b).  

      The Seller covenants
    that in the event any of the foregoing conditions precedent are not satisfied
    with respect to any Subsequent Receivable on the date required as specified
    above, the Seller will immediately repurchase such Subsequent Receivable
    from the Trust, at a price equal to the Purchase Amount thereof, in the manner
    specified in Section 4.7.  

      SECTION 2.3. Further
      Encumbrance of Trust Property. 

      (a)
    Immediately upon the conveyance to the Trust by the Seller of any item of
    the Trust Property pursuant to Section 2.1 and Section 2.2, all right, title
    and interest of the Seller in and to such item of Trust Property shall terminate,
    and all such right, title and interest shall vest in the Trust, in accordance
    with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust
    Statute (as defined in the Trust Agreement).  

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

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

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

      SECTION 2.4. Intention
      of the Parties.  

      It
    is the intention of the Seller that the transfers and assignments contemplated
    by this Agreement shall constitute a sale of the Receivables and Other Conveyed
    Property pursuant to Section 2.1 and Section 2.2 (or any Subsequent Transfer
    Agreement) from the Seller to the Issuer and the beneficial interest in and
    title to the Receivables and the Other Conveyed Property shall not be part
    of the Seller’s estate in the event of the filing of a bankruptcy petition
    by or against the Seller under any bankruptcy law. In the event that, notwithstanding
    the intent of the Seller and the Issuer, the transfer and assignment contemplated
    hereby is held by a court of competent jurisdiction not to be a sale, this
    Agreement or any Subsequent Transfer Agreement shall constitute a grant of
    a security interest by the Seller to the Issuer in the property referred
    to  in Section 2.1 and Section
    2.2 for the benefit of the Noteholders and the Insurer, whether now owned
    or existing or hereafter acquired or arising, and this Agreement shall constitute
    a security agreement under applicable law.   

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 ARTICLE
    III  

 The Receivables  

      SECTION 3.1. Representations
      and Warranties of Seller. 

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

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

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

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      (b)
    Pursuant to Section 2.1 and Section 2.2 of this Agreement, the Seller conveyed
    to (or will convey to) the Trust all of the Seller’s right, title and interest
    in its rights and benefits, but none of its obligations or burdens, under
    the Purchase Agreement including the Seller’s rights under the Purchase Agreement,
    any Subsequent Purchase Agreement and the delivery requirements, representations
    and warranties and the cure or repurchase obligations of AmeriCredit thereunder.
    The Seller hereby represents and warrants to the Trust that such assignment
    is or will be valid, enforceable and effective to permit the Trust to enforce
    such obligations of AmeriCredit under the Purchase Agreement or any Subsequent
    Purchase Agreement. Any purchase by AmeriCredit pursuant to the Purchase
    Agreement shall be deemed a purchase by the Seller pursuant to this Section
    3.2 and the definition of Purchased Receivable.  

      SECTION 3.3. Custody
      of Receivable Files. 

      (a)
    In connection with the sale, transfer and assignment of the Receivables and
    the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously
    with the execution and delivery of this Agreement, the Trust Collateral Agent
    shall enter into the Custodian Agreement with the Custodian, dated as of
    November 9, 2005, pursuant to which the Trust Collateral Agent shall revocably
    appoint the Custodian, and the Custodian shall accept such appointment, to
    act as the agent of the Trust Collateral Agent as custodian of the following
    documents or instruments in its possession (the “Receivable Files”)
    which shall be delivered to the Custodian as agent of the Trust Collateral
    Agent on or before the Closing Date in the case of the Initial Receivables
    and as of the Subsequent Transfer Date in the case of the Subsequent Receivables:  

      (i)
    The fully executed original of the Receivable (together with any agreements
    modifying the Receivable); and 

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



      (b)
    If the Trust Collateral Agent is acting as the Custodian pursuant to Section
    8 of the Custodian Agreement, the Trust Collateral Agent shall be deemed
    to have assumed the obligations of the Custodian (except for any liabilities
    incurred by the predecessor Custodian) specified in the Custodian Agreement
    until such time as a successor Custodian has been appointed. Upon payment
    in full of any Receivable, the Servicer will notify the Custodian pursuant
    to a certificate of an officer of the Servicer (which certificate shall include
    a statement  to the effect that all
    amounts received in connection with such payments which are required to be
    deposited in the Collection Account pursuant to Section 4.1 have been so
    deposited) and shall request delivery of the Receivable and Receivable File
    to the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c)
    hereof, the Servicer will notify the Custodian pursuant to a certificate
    of an officer of the Servicer (which certificate shall include a statement
    to the effect that all amounts received in connection with such sale which
    are required to be deposited in the Collection Account pursuant to Section
    4.3(c) have been so deposited) and shall request delivery of the Receivable
    and Receivable File to the purchaser of such Receivable. From time to time
    as appropriate for servicing and enforcing any Receivable, the Custodian
    shall, upon written request of an officer of the Servicer and delivery to
    the Custodian of a receipt signed by such officer, cause the original Receivable
    and the related Receivable File to be released to the Servicer. The Servicer’s
    receipt of a Receivable and/or Receivable File shall obligate the Servicer
    to return the original Receivable and the related Receivable File to the
    Custodian when its need by the Servicer has ceased unless the Receivable
    is repurchased as described in Section 3.2 , 4.2 or 4.7.   

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 ARTICLE
    IV  

 Administration and
      Servicing of Receivables  

      SECTION 4.1. Duties
      of the Servicer. 

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

      The
    Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit, at the
    request of the Servicer, shall also administer and enforce all rights and
    responsibilities of the holder of the Receivables provided for in the Dealer
    Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain
    possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements,
    to the extent it is necessary to do so), the Dealer Assignments, the Third-Party
    Lender Assignments and the Insurance Policies, to the extent that such Dealer
    Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party
    Lender Assignments and Insurance Policies relate to the Receivables, the
    Financed Vehicles or  the Obligors. To the
    extent consistent with the standards, policies and procedures otherwise required
    hereby, the Servicer shall follow its customary standards, policies, and
    procedures and shall have full power and authority, acting alone, to do any
    and all things in connection with such managing, servicing, administration
    and collection that it may deem necessary or desirable. Without limiting
    the generality of the foregoing, the Servicer is hereby authorized and empowered
    by the Trust to execute and deliver, on behalf of the Trust, any and all
    instruments of satisfaction or cancellation, or of partial or full release
    or discharge, and all other comparable instruments, with respect to the Receivables
    and with respect to the Financed Vehicles; provided, however, that
    notwithstanding the foregoing, the Servicer shall not, except pursuant to
    an order from a court of competent jurisdiction, release an Obligor from
    payment of any unpaid amount under any Receivable or waive the right to collect
    the unpaid balance of any Receivable from the Obligor except in accordance
    with the Servicer’s customary practices as reflected in the Servicing
    Policies and Procedures attached hereto as Schedule C.  

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

      SECTION 4.3. Realization
      upon Receivables. 

      (a)
    In addition to the Servicer’s ability to direct the Issuer to sell Receivables
    pursuant to Section 4.3(c) hereof, and consistent with the standards, policies
    and procedures required by this Agreement, the Servicer shall use its best
    efforts to repossess (or otherwise comparably convert the ownership of) and
    liquidate any Financed Vehicle securing a Receivable with respect to which
    the Servicer has determined that payments thereunder are not likely to be
    resumed, as soon as is practicable after default on such Receivable but in
    no event later than the date on which all or any portion of a Scheduled Receivables
    Payment has become 91 days delinquent; provided, however, that
    the Servicer may elect not to repossess a Financed Vehicle within such time
    period if in its good faith judgment it determines that the proceeds ultimately
    recoverable with respect to such Receivable would be increased by forbearance
    or if it instead elects
    to direct the Issuer to sell the Receivables pursuant to Section 4.3(c).
    The Servicer is authorized to follow such customary practices and procedures
    as it shall deem necessary or advisable, consistent with the standard of
    care required by Section 4.1, which practices and procedures may include
    reasonable efforts to realize upon any recourse to Dealers and Third-Party
    Lenders, the sale of the related Financed Vehicle at public or private sale,
    the submission of claims under an Insurance Policy and other actions by the
    Servicer in order to realize upon such a Receivable. The foregoing is subject
    to the provision that, in any case in which the Financed Vehicle shall have
    suffered damage, the Servicer shall not expend funds in connection with any
    repair or towards the repossession of such Financed Vehicle unless it shall
    determine in its discretion that such repair and/or repossession shall increase
    the proceeds of liquidation of the related Receivable by an amount greater
    than the amount of such expenses. All amounts received upon liquidation of
    a Financed Vehicle shall be remitted directly by the Servicer to the Collection
    Account without deposit into any intervening account as soon as practicable,
    but in no event later than the Business Day after receipt thereof. The Servicer
    shall be entitled to recover all reasonable expenses incurred by it in the
    course of repossessing and liquidating a Financed Vehicle into cash proceeds,
    but only out of the cash proceeds of such Financed Vehicle, any deficiency
    obtained from the Obligor or any amounts received from the related Dealer
    or Third-Party Lender, which amounts in reimbursement may be retained by
    the Servicer (and shall not be required to be deposited as provided in Section
    4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf
    of the Trust any personal property taxes assessed on repossessed Financed
    Vehicles. The Servicer shall be entitled to reimbursement of any such tax
    from Net Liquidation Proceeds with respect to such Receivable.  

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

      (c)
    Consistent with the standards, policies and procedures required by this Agreement,
    the Servicer may use its best efforts to locate a third party purchaser that
    is not affiliated with the Servicer, the Seller or the Issuer to purchase
    from the Issuer any Receivable that has become more than 60 days delinquent,
    and shall have the right to direct the Issuer to sell  any such Receivable
    to the third-party purchaser; provided, that no more than 20% of the
    aggregate number of Receivables sold to the Issuer on the Initial Cutoff
    Date and on each Subsequent Cutoff Date may be sold by the Issuer pursuant
    to this Section 4.3(c) in the aggregate; provided further, that
    the Servicer may elect to not direct the Issuer to sell a Receivable that
    has become more than 60 days delinquent if in its good faith judgment the
    Servicer determines that the proceeds ultimately recoverable with respect
    to such Receivable would be increased by forbearance. In selecting Receivables
    to be sold to a third party purchaser pursuant to this Section 4.3(c), the
    Servicer shall use commercially reasonable efforts to locate purchasers for
    the most delinquent Receivables first. In any event, the Servicer shall not
    use any procedure in selecting Receivables to be sold to third party purchasers
    which is materially adverse to the interest of the Noteholders or the Insurer.
    The Issuer shall sell each Sold Receivable for the greatest market price
    possible; provided, however, that aggregate Sale Amounts received
    by the Issuer for all Receivables sold to a single third-party purchaser
    on a single date must be at least equal to the sum of the Minimum Sale Prices
    for all such Receivables. The Servicer shall remit or cause the third-party
    purchaser to remit all sale proceeds from the sale of Receivables directly
    to the Collection Account without deposit into any intervening account as
    soon as practicable, but in no event later than the Business Day after receipt
    thereof.  

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      SECTION 4.4. Insurance. 

           (a)
    The Servicer shall require, in accordance with its customary servicing policies
    and procedures, that each Financed Vehicle be insured by the related Obligor
    under the Insurance Policies referred to in Paragraph 24 of the Schedule
    of Representations and Warranties and shall monitor the status of such physical
    loss and damage insurance coverage thereafter, in accordance with its customary
    servicing procedures. Each Receivable requires the Obligor to maintain such
    physical loss and damage insurance, naming AmeriCredit and its successors
    and assigns as additional insureds, and permits the holder of such Receivable
    to obtain physical loss and damage insurance at the expense of the Obligor
    if the Obligor fails to maintain such insurance. If the Servicer shall determine
    that an Obligor has failed to obtain or maintain a physical loss and damage
    Insurance Policy covering the related Financed Vehicle which satisfies the
    conditions set forth in clause (i)(a) of such Paragraph 24 (including, without
    limitation, during the repossession of such Financed Vehicle) the Servicer
    may enforce the rights of the holder of the Receivable under the Receivable
    to require the Obligor to obtain such physical loss and damage insurance
    in accordance with its customary servicing policies and procedures. The Servicer
    may maintain a vendor’s single interest or other collateral protection insurance
    policy with respect to all Financed Vehicles (“Collateral Insurance”) which
    policy shall by its terms insure against physical loss and damage in the
    event any Obligor fails to maintain physical loss and damage insurance with
    respect to the related Financed Vehicle. All policies of Collateral Insurance
    shall be endorsed with clauses providing for loss payable to the Servicer.
    Costs incurred by the Servicer in maintaining such Collateral Insurance shall
    be paid by the Servicer.  

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

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      (c)
    In connection with any Force-Placed Insurance obtained hereunder, the Servicer
    may, in the manner and to the extent permitted by applicable law, require
    the Obligors to repay the entire premium to the Servicer. In no event shall
    the Servicer include the amount of the premium in the Amount Financed under
    the Receivable. For all purposes of this Agreement, the Insurance Add-On
    Amount with respect to any Receivable having Force-Placed Insurance will
    be treated as a separate obligation of the Obligor and will not be added
    to the Principal Balance of such Receivable, and amounts allocable thereto
    will not be available for distribution on the Notes and the Certificates.
    The Servicer shall retain and separately administer the right to receive
    payments from Obligors with respect to Insurance Add-On Amounts or rebates
    of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect
    to a Receivable having Force-Placed Insurance, but the Servicer is unable
    to determine whether the payment is allocable to the Receivable or to the
    Insurance Add-On Amount, the payment shall be applied first to any unpaid
    Scheduled Receivables Payments and then to the Insurance Add-On Amount. Net
    Liquidation Proceeds on any Receivable will be used first to pay the Principal
    Balance and accrued interest on such Receivable and then to pay the related
    Insurance Add-On Amount. If an Obligor under a Receivable with respect to
    which the Servicer has placed Force-Placed Insurance fails to make scheduled
    payments of such Insurance Add-On Amount as due, and the Servicer has determined
    that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer
    may, but shall not be required to, purchase such Receivable from the Trust
    for the Purchase Amount on any subsequent Determination Date. Any such Receivable,
    and any Receivable with respect to which the Servicer has placed Force-Placed
    Insurance which has been paid in full (excluding any Insurance Add-On Amounts)
    will be assigned to the Servicer.  

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

      (e)
    The Servicer will cause itself and may cause the Trust Collateral Agent to
    be named as named insured under all policies of Collateral Insurance. 

      SECTION 4.5. Maintenance
      of Security Interests in Vehicles. 

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

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

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

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

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	 	     (a)  The
    Servicer covenants as follows:
	 	 	 
	 	 	     (i)       Liens
          in Force. The Financed Vehicle securing each Receivable shall not
          be released in whole or in part from the security interest granted
          by the Receivable, except upon payment in full of the Receivable or
    as otherwise contemplated herein;
	 	 	 
	 	 	     (ii)       No
          Impairment. The Servicer shall do nothing to impair the rights
          of the Trust or the Noteholders in the Receivables, the Dealer Agreements,
          the Auto Loan Purchase and Sale Agreements, the Dealer Assignments,
          the Third-Party Lender Assignments, the Insurance Policies or the Other
    Conveyed Property except as otherwise expressly provided herein;
	 	 	 	 
	 	 	     (iii)       No
          Amendments. The Servicer shall not extend or otherwise amend the
    terms of any Receivable, except in accordance with Section 4.2; and
	 	 	 	 
	 	 	     (iv)       Restrictions
          on Liens. The Servicer shall not (i) create, incur or suffer to
          exist, or agree to create, incur or suffer to exist, or consent to
          cause or permit in the future (upon the happening of a contingency
          or otherwise) the creation, incurrence or existence of any Lien or
          restriction on transferability of the Receivables except for the Lien
          in favor of the Trust Collateral Agent for the benefit of the Noteholders
          and Insurer, the Lien imposed by the Spread Account Agreement in favor
          of the Collateral Agent for the benefit of the Trust Collateral Agent
          and Insurer, and the restrictions on transferability imposed by this
          Agreement or (ii) sign or file under the Uniform Commercial Code of
          any jurisdiction any financing statement which names AmeriCredit or
          the Servicer as a debtor, or sign any security agreement authorizing
          any secured party thereunder to file such financing statement, with
          respect to the Receivables, except in each case any such instrument
          solely securing the rights and preserving the Lien of the Trust Collateral
    Agent, for the benefit of the Noteholders and the Insurer.
	 	 
	 	     (b)  The
        Servicer represents, warrants and covenants as of the Closing Date as
        to itself that the representations and warranties set forth on the Schedule
        of Representations attached hereto as Schedule B are true and correct,
        provided that such representations and warranties contained therein and
    herein shall not apply to any entity other than AmeriCredit.
	 
	 


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      SECTION
    4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery
    by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral
    Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach
    of any of the covenants set forth in Sections 1, 2 or 3 of the Custodian
    Agreement or in Sections 4.5(a) or 4.6 hereof, the party discovering such
    breach shall give prompt written notice to the others; provided, however,that
    the failure to give any such notice shall not affect any obligation of AmeriCredit
    as Servicer under this Section. As of the second Accounting Date following
    its discovery or receipt of notice of any breach of any covenant set forth
    in Sections 4.5(a) or 4.6 which materially and adversely affects the interests
    of the Noteholders or the Insurer in any Receivable (including
    any Liquidated Receivable) (or, at AmeriCredit’s election, the first
    Accounting Date so following) or the related Financed Vehicle, AmeriCredit
    shall, unless
    such breach shall have been cured in all material respects, purchase from
    the Trust the Receivable affected by such breach and, on the related Determination
    Date, AmeriCredit shall pay the related Purchase Amount. It is understood
    and agreed that the obligation of AmeriCredit to purchase any Receivable
    (including any Liquidated Receivable) with respect to which such a breach
    has occurred and is continuing shall, if such obligation is fulfilled, constitute
    the sole remedy against AmeriCredit for such breach available to the Insurer,
    the Noteholders, the Owner Trustee, the Backup Servicer or the Trust Collateral
    Agent; provided, however, that AmeriCredit shall indemnify
    the Trust, the Backup Servicer, the Collateral Agent, the Insurer, the Owner
    Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from
    and against all costs, expenses, losses, damages, claims and liabilities,
    including reasonable fees and expenses of counsel, which may be asserted
    against or incurred by any of them as a result of third party claims arising
    out of the events or facts giving rise to such breach. Notwithstanding anything
    to the contrary contained herein, AmeriCredit will not be required to repurchase
    Receivables due solely to the Servicer’s not having received Lien Certificates
    that have been properly applied for from the Registrar of Titles in the applicable
    states for such Receivables unless (i) such Lien Certificates shall not have
    been received with respect to Receivables with Principal Balances which total
    more than 1.0% of the Aggregate Principal Balance as of the 180th day after
    the Closing Date or the Subsequent Transfer date as applicable, in which
    case AmeriCredit shall be required to repurchase a sufficient number of such
    Receivables to cause the aggregate Principal Balances of the remaining Receivables
    for which no such Lien Certificate shall have been received to be no greater
    than 1.0% of the Aggregate Principal Balance as of such date or (ii) such
    Lien Certificates shall not have been received as of the 240th day after
    the Closing Date or the Subsequent Transfer Date as applicable. This section
    shall survive the termination of this Agreement and the earlier removal or
    resignation of the Trustee and/or the Trust Collateral Agent and/or the Backup
    Servicer.  

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

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

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      (a)
    No later than 10:00 a.m. Eastern time on each Determination Date, the Servicer
    shall deliver (facsimile delivery being acceptable) to the Trustee, the Owner
    Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer,
    the Insurer, and each Rating Agency a Preliminary Servicer’s Certificate
    executed by a Responsible Officer of the Servicer containing among other
    things, all information necessary to enable the Trust Collateral Agent to
    give any notice required by Section 5.5(b) and to make the distributions
    required by Sections 5.7(a) and 5.7(b).  

      (b)
    No later than 10:00 a.m. Eastern time on each Determination Date, the Servicer
    shall deliver (facsimile delivery being acceptable) to the Trustee, the Owner
    Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer,
    the Insurer and each Rating Agency a Servicer’s Certificate executed by a
    Responsible Officer of the Servicer containing among other things, (i) all
    information necessary to enable the Trust Collateral Agent to make any withdrawal
    and deposit required by Section 5.5 and to make the distributions required
    by Sections 5.7(a) and 5.7(b), (ii) a listing of all Purchased Receivables
    and Sold Receivables purchased by the Servicer or sold by the Issuer as of
    the related Accounting Date, identifying the Receivables so purchased by
    the Servicer or sold by the Issuer, (iii) all information necessary to enable
    the Backup Servicer to verify the items specified in Section 4.13, (iv) all
    information necessary to enable the Trust Collateral Agent to send the statements
    to Noteholders and the Insurer required by Section 5.10, and (v) all information
    necessary to enable the Trust Collateral Agent to reconcile the aggregate
    cash flows, the Collection Account for the related Collection Period and
    Distribution Date, including the accounting required by Section 5.10. Receivables
    purchased by the Servicer or by the Seller on the related Accounting Date
    and each Receivable which became a Liquidated Receivable or which was paid
    in full during the related Collection Period shall be identified by account
    number (as set forth in the Schedule of Receivables). In addition to the
    information set forth in the preceding sentence, the Servicer’s Certificate
    shall also contain the following information: (a) the Delinquency Ratio,
    Monthly Extension Rate and Cumulative Net Loss Ratio (as such terms are defined
    herein or in the Spread Account Agreement) for the related Collection Period;
    (b) whether any Trigger Event has occurred as of such Determination Date;
    (c) whether any Trigger Event that may have occurred as of a prior Determination
    Date is deemed cured as of such Determination Date; and (d) whether to the
    knowledge of the Servicer an Insurance Agreement Event of Default has occurred.  

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

      (a)
    The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral
    Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before
    October 31 (or 120 days after the end of the Servicer’s fiscal year, if other
    than June 30) of each year, beginning on October 31, 2006, an officer’s certificate
    signed by any Responsible Officer of the Servicer, dated as of June 30 (or
    other applicable date) of such year, stating that (i) a review of the activities
    of the Servicer during the preceding 12-month period (or such other period
    as shall have elapsed from the Closing Date to the date of the first such
    certificate (which period shall not be less than six months)) and of its
    performance under this Agreement has been made under such officer’s supervision,
    and (ii) to such officer’s knowledge, based on such review, the Servicer
    has fulfilled all its obligations under this Agreement throughout such period,
    or, if there has been a  default in the fulfillment
    of any such obligation, specifying each such default known to such officer
    and the nature and status thereof.  

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

      SECTION
    4.11. Annual Independent Accountants’ Report. The Servicer shall cause
    a firm of nationally recognized independent certified public accountants
    (the “Independent Accountants”), who may also render other services
    to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner
    Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and
    each Rating Agency, on or before October 31 (or 120 days after the end of
    the Servicer’s fiscal year, if other than June 30) of each year, beginning
    on October 31, 2006, with respect to the twelve months ended the immediately
    preceding June 30 (or other applicable date) (or such other period as shall
    have elapsed from the Closing Date to the date of such certificate (which
    period shall not be less than six months)), a copy of the Form 10-K filed
    with the United States Securities and Exchange Commission for AmeriCredit
    Corp., which filing includes a statement that such audit was made in accordance
    with generally accepted auditing standards, and accordingly included such
    tests of the accounting records and such other auditing procedures as such
    firm considered necessary in the circumstances; and (2) upon request of the
    Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer
    or the Insurer, to issue an acknowledgement to the effect that such firm
    has audited the books and records of AmeriCredit Corp., in which the Servicer
    is included as a consolidated subsidiary, and issued its report pursuant
    to item (1) of this section and that the accounting firm is independent of
    the Seller and the Servicer within the meaning of the Code of Professional
    Ethics of the American Institute of Certified Public Accountants.  

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

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       SECTION
    4.13. Monthly Tape. No later than the second Business Day after each
    Distribution Date, the Servicer will deliver to the Trust Collateral Agent,
    the Insurer and the  Backup
    Servicer a computer tape and a diskette (or any other electronic transmission
    acceptable to the
    Trust Collateral Agent, the Insurer and the Backup Servicer) in a format
    acceptable to the Trust Collateral Agent, the Insurer and the Backup Servicer
    containing the information with respect to the Receivables as of the preceding
    Accounting Date necessary for preparation of the Servicer’s Certificate relating
    to the immediately preceding Determination Date and necessary to review the
    application of collections as provided in Section 5.4 (the  “Monthly Tape”).
    The Backup Servicer shall use such tape or diskette (or other electronic
    transmission acceptable to the Trust Collateral Agent and the Backup Servicer)
    to confirm that such tape, diskette or other electronic transmission is in
    readable form and confirm the Pool Balance. In addition, upon the occurrence
    of a Servicer Termination Event the Servicer shall, if so requested by the
    Controlling Party, deliver to the Backup Servicer or any successor Servicer
    its Collection Records and its Monthly Records within 15 days after demand
    therefor and a computer tape containing as of the close of business on the
    date of demand all of the data maintained by the Servicer in computer format
    in connection with servicing the Receivables. Other than the duties specifically
    set forth in this Agreement, the Backup Servicer shall have no obligations
    hereunder, including, without limitation, to supervise, verify, monitor or
    administer the performance of the Servicer. The Backup Servicer shall have
    no liability for any actions taken or omitted by the Servicer.  

      SECTION 4.14. [Reserved].  

      SECTION
    4.15. Fidelity Bond and Errors and Omissions Policy. The Servicer
    has obtained, and shall continue to maintain in full force and effect, a
    Fidelity Bond and Errors and Omissions Policy of a type and in such amount
    as is customary for servicers engaged in the business of servicing automobile
    receivables.  

 ARTICLE
    V  

 Trust Accounts; Distributions;  

Statements to Noteholders  

      SECTION 5.1. Establishment
      of Trust Accounts. 

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

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

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

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      (b)
    Funds on deposit in the Collection Account, the Note Distribution Account,
    the Pre-Funding Account and the Capitalized Interest Account (collectively,
    the  “Trust Accounts”) and the Lockbox Accounts shall be invested by the Trust
    Collateral Agent (or any custodian with respect to funds on deposit in any
    such account) in Eligible Investments selected in writing by the Servicer
    (pursuant to standing instructions or otherwise). All such Eligible Investments
    shall be held by or on behalf of the Trust Collateral Agent for the benefit
    of the Noteholders and the Insurer, as applicable. Other than as permitted
    by the Rating Agencies and the Insurer, funds on deposit in any Trust Account
    shall be invested in Eligible Investments that will mature so that such funds
    will be available at the close of business on the Business Day immediately
    preceding the following Distribution Date (except that if such Eligible Investments
    are obligations of the institution that maintains such Trust Account or a
    fund for which such institution or an Affiliate thereof serves as an investment
    advisor, administrator, shareholder servicing agent, custodian and/or sub-custodian,
    then such Eligible Investment may be permitted to mature on the Distribution
    Date). Funds deposited in a Trust Account on the day immediately preceding
    a Distribution Date upon the maturity of any Eligible Investments are required
    to be invested overnight. All Eligible Investments will be held to maturity.
    Each institution at which the relevant Trust Account is maintained shall
    invest the funds therein as directed in writing by the Servicer in Eligible
    Investments.  

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

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

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

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

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

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

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

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

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


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

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

      SECTION 5.2. Capitalized
        Interest Account  

      (a) The
    Servicer shall cause the Trust Collateral Agent to establish and maintain
    an Eligible Deposit Account (the “Capitalized Interest Account ”)
    with the Trust Collateral Agent, bearing a designation clearly indicating
    that the funds deposited therein are held in trust for the benefit of the
    Noteholders and the Insurer.  

      On or prior
      to the Closing Date, the Seller shall deposit an amount equal to the Capitalized
      Interest Account Initial Deposit into the Capitalized Interest Account.  

      (b) (i)
    On the Distribution Dates occurring in December 2005, January 2006, February
    2006 and March 2006, the Trust Collateral Agent shall withdraw at the written
    direction of the Servicer from the Capitalized Interest Account the Monthly
    Capitalized Interest Amount for such Distribution Date and deposit such amount
    in the Collection Account as further provided in Section 5.7.  

      (ii) On the
      Distribution Dates occurring in December 2005, January 2006 and February
      2006, the Servicer shall instruct the Trust Collateral Agent in writing
      to withdraw from the Capitalized Interest Account and pay the Seller on
      such Distribution Date an amount equal to the Overfunded Capitalized Interest
      Amount for such Distribution Date. On the Distribution Date on or immediately
      following the end of the Funding Period, the Overfunded Capitalized Interest
      Amount shall be remitted by the Trust Collateral Agent to the Seller. Upon
      any such distribution to the Seller, the Noteholders, the Certificateholders
      and the Insurer will have no further rights in, or claims to, such amount.  

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       SECTION
        5.3. Certain
        Reimbursements to the Servicer. The Servicer
        will be entitled to be reimbursed from amounts on deposit in the Collection
        Account with respect to a Collection Period for amounts previously deposited
        in the Collection Account but later determined by the Servicer to have
        resulted from mistaken deposits or postings or checks returned for insufficient
        funds. The amount to be reimbursed hereunder shall be paid to the  Servicer
        on the related Distribution Date pursuant to Section 5.7(b)(i) upon certification
        by the Servicer of such
      amounts and the provision of such information to the Trust Collateral Agent
      and the Insurer as may be necessary in the opinion of the Insurer to verify
      the accuracy of such certification; provided, however, that
      the Servicer must provide such clarification within 12 months of such mistaken
      deposit, posting, or returned check. In the event that the Insurer has
      not received evidence satisfactory to it of the Servicer’s entitlement
      to reimbursement pursuant to this Section, the Insurer shall (unless an
      Insurer Default shall have occurred and be continuing) give the Trust Collateral
      Agent notice in writing to such effect, following receipt of which the
      Trust Collateral Agent shall not make a distribution to the Servicer in
      respect of such amount pursuant to Section 5.7, or if the Servicer prior
      thereto has been reimbursed pursuant to Section 5.7, the Trust Collateral
      Agent shall withhold such amounts from amounts otherwise distributable
      to the Servicer on the next succeeding Distribution Date. The Servicer
      will additionally be entitled to receive from amounts on deposit in the
      Collection Account with respect to a Collection Period any amounts paid
      by Obligors that were collected in the Lockbox Account but that do not
      relate to (i) principal and interest payments due on the Receivables and
      (ii) any fees or expenses related to extensions due on the Receivables.  

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

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

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

      SECTION 5.5. Withdrawals
        from Spread Account In the event that the
        Preliminary Servicer’s Certificate with respect to any Determination
        Date shall state that there is a Spread Account Claim Amount then on
        the Spread Account Claim Date immediately preceding the related Distribution
        Date, the Trust Collateral Agent shall deliver to the Collateral Agent,
        the Owner Trustee, the Trustee, the Insurer and the Servicer, by hand
        delivery or facsimile transmission, a written notice (a “Deficiency
        Notice”) specifying the Spread Account Claim Amount for such
        Distribution Date and the Insured Amount, if any. Such Deficiency Notice
        shall direct the Collateral Agent to remit such Spread Account Claim
        Amount (to the extent of the funds available to be distributed pursuant
        to the Spread Account Agreement) to the Trust Collateral Agent for deposit
        in the Collection Account on the related Distribution Date.  

      Any Deficiency
      Notice shall be delivered by 12:00 noon, Eastern time, on the second Business
      Day preceding such Distribution Date.  

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       (b) In
      the event that the Preliminary Servicer’s Certificate with respect
      to any Determination Date shall state that there shall be an Accelerated
      Payment Amount Shortfall with respect to the related Distribution Date,
      then on the Business Day preceding such Distribution Date, the Trust Collateral
      Agent shall deliver to the Collateral Agent, the Insurer and the  Servicer,
      by hand delivery or facsimile transmission, an Accelerated Payment Shortfall
      Notice. Such Accelerated
      Payment Shortfall Notice shall direct the Collateral Agent to remit such
      Accelerated Payment Amount Shortfall to the Trust Collateral Agent (to
      the extent of funds available to be distributed in the Spread Account)
      for deposit in the Collection Account on the related Distribution Date.
      Any Accelerated Payment Shortfall Notice shall be delivered by 2:00 p.m.
      Eastern time, on the Business Day preceding such Distribution Date.  

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

      SECTION 5.6. Additional
        Deposits. 

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

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

      SECTION 5.7. Distributions.  

      (a) No
    later than 11:00 a.m. New York time on each Distribution Date, the Trust
    Collateral Agent shall (based solely on the information contained in the
    Preliminary Servicer’s Certificate delivered on the relate d Determination
    Date) cause to be made the following transfers and distributions in the amounts
    set forth in the Preliminary Servicer’s Certificate for such Distribution
    Date:  

      (i) During
    the Funding Period, from the Capitalized Interest Account to the Collection
    Account, in immediately available funds, the Monthly Capitalized Interest
    Amount for such Distribution Date; and  

      (ii) If
    such Distribution Date is the Mandatory Redemption Date, from the Pre-Funding
    Account to the Collection Account, in immediately available funds, the Pre-Funded
    Amount after giving effect to the purchase of Subsequent Receivables, if
    any, on the Mandatory Redemption Date.  


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

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

      (ii) from
    the Available Funds, to each of the Lockbox Banks, the Trustee, the Trust
    Collateral Agent, the Backup Servicer (in its capacity as either Backup Servicer
    or successor servicer) and the Owner Trustee, their respective accrued and
    unpaid fees, expenses and indemnities (in each case, to the extent such fees,
    expenses and indemnities have not been previously paid by the Servicer and
    provided that such fees, expenses and indemnities shall not exceed (w) $100,000
    in the aggregate in any calendar year to the Owner Trustee and (x) $200,000
    in the aggregate in any calendar year to the Lockbox Banks, the Trust Collateral
    Agent, the Backup Servicer (in its capacity as either Backup Servicer or
    successor Servicer) and the Trustee);  

      (iii) from
    the Available Funds to the Note Distribution Account, the Noteholders’ Interest
    Distributable Amount;  

      (iv) from
    the Available Funds, to the Insurer, the Premium (as defined in the Insurance
    Agreement);  

      (v) from
    the Available Funds to the Note Distribution Account, the Noteholders’ Principal
    Distributable Amount;  

      (vi) from
    the Available Funds, to the Insurer, to the extent of any amounts owing to
    the Insurer under the Insurance Agreement and not paid;  

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

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

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

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

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      (c) On
    each Distribution Date, the Trust Collateral Agent shall (based solely on
    the information contained in the Servicer’s Certificate delivered with
    respect to the related Determination Date, unless the Insurer shall have
    notified the Trust Collateral Agent in writing of any errors or deficiencies
    with respect thereto) distribute from the Collection Account the Additional
    Funds Available in accordance with the priorities set forth in Section 5.7(b)
    or as may be directed by the Insurer in writing with respect to that portion
    of the Additional Funds Available constituting Insurer Optional Deposits
    and the Trustee shall deposit in the Note Distribution Account any Insured
    Payments (as defined in the Note Policy) due on such Distribution Date, which
    amount shall be applied solely to the payment of amounts then due and unpaid
    on the Notes in accordance with the priorities set forth in Section 5.8(a)
    hereof or Section 5.6 of the Indenture, as applicable.  

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

      SECTION 5.8. Note
        Distribution Account.  

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

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

      (ii) any
    Note Prepayment Amount, shall be distributed to the Holders of the Class
    A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
    based upon the pro rata share as represented by the relative outstanding
    principal amount of each Class of Notes; provided,
    that if the aggregate remaining amount in the Pre-Funding Account is $100,000
    or less, such amount will be applied exclusively to reduce the outstanding
    principal amount of the Class of Notes then entitled to receive distributions
    of principal;  

     (iii) to
      the payment of amounts due and unpaid on the Notes for principal in the following
      priority:  



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


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      (2) to the
      Holders of the Class A-2 Notes with the total amount paid out on each Distribution
      Date until the outstanding principal balance of the Class A-2 Notes has
      been reduced to zero; (3) to the Holders of the Class A-3 Notes, with the
      total amount paid out on each Distribution Date until the outstanding principal
      balance of the Class A-3 Notes has been reduced to zero; and (4) to the
      Holders of the Class A-4 Notes until the outstanding principal balance
      of the Class A-4 Notes is reduced to zero.  


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

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

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

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

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      SECTION 5.9. Pre-Funding
        Account. 

      (a) On
    the Closing Date, the Trust Collateral Agent will deposit, on behalf of and
    at the written direction of the Seller, in the Pre-Funding Account $521,248,622.73
    from the proceeds of the sale of the Notes. 

      (b) On
    each Subsequent Transfer Date, the Servicer shall instruct the Trust Collateral
    Agent in writing to withdraw from the Pre-Funding Account an amount equal
    to 92.5% of the Principal Balance of the Subsequent Receivables transferred
    to the Issuer on such Subsequent Transfer Date and, upon satisfaction of
    the conditions set forth in this Agreement with respect to such transfer,
    (i) to deposit in the Spread Account an amount equal to the related Subsequent
    Spread Account Deposit and (ii) to distribute the balance of the amount withdrawn
    from the Pre-Funding Account to or upon the order of the Seller.  

      (c) If
    the Pre-Funded Amount has not been reduced to zero on the date on which the
    Funding Period ends after giving effect to any reductions in the Pre-Funded
    Amount on such date, the Servicer shall instruct the Trust Collateral Agent
    in writing to withdraw from the Pre-Funding Account on the Mandatory Redemption
    Date the Pre-Funded Amount (exclusive of any Pre-Funding Earnings) and deposit
    an amount equal to the Note Prepayment Amount in the Note Distribution Account.  

      SECTION 5.10. Statements
        to Noteholders. 

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

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

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

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

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

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

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



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      (vii) the
    Noteholders’ Interest Carryover Amount and the Noteholders’ Principal
    Carryover Amount;  

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

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

      (x) for
    Distribution Dates during the Funding Period, the remaining Pre-Funded Amount,
    if any; 

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

      (xii) for
    the final Subsequent Transfer Date, the amount of any remaining Pre-Funded
    Amount that has not been used to fund the purchase of Subsequent Receivables
    and will be passed through as principal to Noteholders.  


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

      (b) The
    Trust Collateral Agent will make available each month to each Noteholder
    the statements referred to in Section 5.10(a) above (and certain other documents,
    reports and information regarding the Receivables provided by the Servicer
    from time to time) via the Trust Collateral Agent’s internet website
    with the use of a password provided by the Trust Collateral Agent. The Trust
    Collateral Agent’s internet website will be located at www.jpmorgan.com/sfr
    or at such other address as the Trust Collateral Agent shall notify the Noteholders
    from time to time. For assistance with regard to this service, Noteholders
    can call the Trust Collateral Agent’s Corporate Trust Office at (877)
    722-1095. The Trust Collateral Agent shall have the right to change the way
    the statements referred to in Section 5.10(a) above are distributed in order
    to make such distribution more convenient and/or more accessible to the parties
    entitled to receive such statements. The Trust Collateral Agent shall provide
    notification of any such change to all parties entitled to receive such statements
    in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture
    or Section 11.5 of the Indenture, as appropriate.  

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

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 ARTICLE VI  

 The Note Policy  

      SECTION 6.1. Claims
        Under Note Policy.  

      (a) In
    the event that the Servicer’s Certificate with respect to any Determination
    Date states that there is an Insured Amount, the Trustee will furnish to
    the Insurer no later than 12:00 noon New York City time on the related Determination
    Date a completed Notice (as attached as a form to the Note Policy) specifying
    the amount of the Insured Amount, provided, that if such Notice is received
    after 12:00 noon, New York City time, on such Business Day, it will be deemed
    to be received before 12:00 noon, New York City time, on the following Business
    Day. If any such Notice is not in proper form or is otherwise insufficient
    for the purpose of making a claim under the Note Policy, it will be deemed
    not to have been received for purposes of making such claim, and the Insurer
    will promptly so advise the Trustee in writing and the Trustee may submit
    an amended or corrected Notice. If such an amended or corrected Notice is
    in proper form and is otherwise sufficient for the purpose of making a claim
    under the Note Policy, it will be deemed to have been timely received on
    the Business Day of such resubmission; provided, that if such notice
    is received after 12:00 noon, New York City time, it shall be deemed to be
    received before 12:00 noon, New York City time, on the following Business
    Day.  

      (b) Any
    notice delivered by the Trustee to the Insurer pursuant to Section 6.1(a)
    will specify the Insured Amount claimed under the Note Policy and will constitute
    a “Notice” under
    the Note Policy. In accordance with the provisions of the Note Policy, the
    Insurer is required to pay to the Trustee the Insured Amount properly claimed
    thereunder by 12:00 noon, New York City time, on the later of (i) the Distribution
    Date on which the related Insured Amount is due for payment under the Indenture
    or (ii) the second Business Day following actual receipt in New York, New
    York on a Business Day by the Insurer of a Notice, appropriately completed
    and executed by the Trustee; provided, that if such Notice is received
    after 12:00 noon, New York City time, on such Business Day, it will be deemed
    to be received before 12:00 noon, New York City time, on the following Business
    Day. The Trustee will deposit amounts paid by the Insurer pursuant to a claim
    submitted under this Section 6.1 into the Note Distribution Account for payment
    to Holders (as defined in the Note Policy) on the related Distribution Date
    (or, if funds are received from the Insurer after the related Distribution
    Date, for payment to Holders promptly after such receipt). Any payment made
    by the Insurer under the Note Policy will be applied solely to the payment
    of the Notes, and for no other purpose. Amounts payable in respect of any
    Insured Amounts due under the Note Policy, unless otherwise stated therein,
    will be distributed by the Insurer to, or at the direction of, the Trustee,
    by wire transfer of immediately available funds. The Insurer’s payment
    obligations under the Note Policy with respect to particular Insured Amounts
    will be discharged to the extent funds equal to the applicable Insured Amounts
    are paid by the Insurer to, or at the direction of, the Trustee in accordance
    with the Trustee’s request, whether or not such funds are properly
    applied by the Trustee. Payment of Insured Amounts will be made only at the
    time set forth in the Note Policy, and no accelerated Insured Payments (as
    defined in the Note Policy) will be made except to the extent that the Insurer
    has specified an earlier date for payment at its sole option. The Note Policy
    does not insure against loss of any prepayment or other acceleration payment
    which at  any time may become due
    in respect of any Insured Obligation (as defined in the Note Policy), other
    than at the sole option of the Insurer, nor against any risk other than Nonpayment
    (as defined in the Note Policy), including failure of the Trustee to remit
    any Insured Amounts or Scheduled Payments due to Holders. Notwithstanding
    anything to the contrary set forth in the Note Policy, in no event will the
    aggregate amount paid by the Insurer thereunder exceed the Maximum Insured
    Amount (as defined in the Note Policy).   

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      (c) The
    Trustee will (i) receive as attorney-in-fact of each Holder any Insured Amount
    from the Insurer and (ii) deposit the same in the Note Distribution Account
    for distribution to Noteholders. Any and all Insured Amounts disbursed by
    the Trustee from claims made under the Note Policy will not be considered
    payment by the Trust with respect to such Notes, and will not discharge the
    obligations of the Trust with respect thereto. The Insurer will, upon any
    payment pursuant to the Note Policy, in furtherance and not in limitation
    of its equitable right of subrogation and its rights under the Insurance
    Agreement, to the extent it makes any payment with respect to the Notes,
    become subrogated to the rights of any Holders to receive any and all amounts
    due in respect of the Insured Obligations as to which such payment was made.
    The Insurer will be a co-beneficiary of the Trustee’s lien under the
    Indenture. Subject to and conditioned upon any payment with respect to the
    Notes by or on behalf of the Insurer, the Trustee will assign to the Insurer
    all rights to the payment of interest or principal with respect to the Notes
    which are then due for payment to the extent of all payments made by the
    Insurer, and the Insurer may exercise any option, vote, right, power or the
    like with respect to the Notes to the extent that it has made payment pursuant
    to the Note Policy. To evidence such subrogation, the Note Registrar will
    note the Insurer’s rights as subrogee upon the register of Holders.
    The foregoing subrogation will in all cases be subject to the rights of the
    Holders to receive all Scheduled Payments (as defined in the Note Policy)
    in respect of the Notes.  

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

      (e) Only
    the Trustee on behalf of the Holders will entitled to make a claim for Insured
    Amounts under the Note Policy. Notwithstanding any other provision of this
    Agreement or any Basic Document, the Noteholders are not entitled to institute
    proceedings directly against the Insurer.  

 SECTION 6.2. Preference
        Claims Under Note Policy. 

     (a) In
      the event that the Trustee has received a certified copy of a final, nonappealable
      order of an appropriate court or other body exercising jurisdiction that
      any interest on or principal of the Notes which has become due for payment
      under the Indenture or this Agreement, the nonpayment of which would have
      been covered by the Note Policy, and which was made to a Holder by or on
behalf of the Issuer has been

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   deemed
      a preferential transfer and recoverable, or theretofore recovered, from
      such Holder pursuant to Title 11 of the
      United States Code in accordance with an Order (such amount, a  “Preference Amount”),
      the Trustee will so notify the Insurer, will comply with the provisions
      of the Note Policy to obtain payment by the  Insurer
      of such avoided payment, and will, at the time it provides notice to the
      Insurer, notify Holders by mail that,
      in the event that any Holder’s payment is so recoverable, such Holder
      will be entitled to payment pursuant to the terms of the Note Policy. The
      Insurer will pay any Preference Amount when due to be paid pursuant to
      an Order (as defined below), but in any event no earlier than the fifth
      Business Day following actual receipt by the Insurer of (i) a certified
      copy of a final, nonappealable order of a court or other body exercising
      jurisdiction to the effect that a Holder is required to return such Preference
      Amount paid during the term of the Note Policy because the payments of
      such amounts were avoided as a preferential transfer or otherwise rescinded
      or required to be restored by the Trustee or such Holder (the “Order”),
      (ii) an opinion of counsel satisfactory to the Insurer that the Order has
      been entered and is final and not subject to any stay, (iii) an assignment,
      in form and substance satisfactory to the Insurer, duly executed and delivered
      by such Holder and the Trustee, irrevocably assigning to the Insurer all
      rights and claims of the Trustee and such Holder relating to or arising
      under the Indenture or otherwise with respect to such Preference Amount,
      (iv) appropriate instruments in form satisfactory to the Insurer to effect
      the appointment of the Insurer as agent for such Holder in any legal proceeding
      related to such Preference Amount, and (v) a Notice appropriately completed
      and executed by the Trustee in the form attached as Exhibit B to the Note
      Policy; provided, that (I) if such documents are received by the
      Insurer after 12:00 noon, New York City time, on such Business Day, they
      will be deemed to be received before 12:00 noon, New York City time, on
      the following Business Day and (II) the Insurer will not be obligated to
      pay any Preference Amount in respect of principal (other than the Noteholders’ Remaining
      Parity Deficit Amount) prior to the Final Scheduled Distribution Date for
      the relevant class of Notes. Such payment will be disbursed to the receiver,
      conservator, debtor-in-possession or trustee in bankruptcy named in the
      Order, and not to the Trustee or the Holder directly, unless the Trustee
      or the relevant Holder has made a payment of the Preference Amount to the
      court or such receiver, conservator, debtor-in-possession or trustee in
      bankruptcy named in the Order, in which case the Insurer will pay the Trustee,
      or as directed by the Trustee, to the extent of the payment of the Preference
      Amount, subject to the delivery of (a) the items referred to in clauses
      (i), (ii), (iii), (iv) and (v) above to the Insurer and (b) evidence satisfactory
      to the Insurer that payment has been made to such court or receiver, conservator,
      debtor-in-possession or trustee in bankruptcy named in the Order; provided,
      further, that any Preference Amount that constitutes interest will be limited
      to the amount of interest on the outstanding principal amount of the Notes
      (calculated at the Interest Rate for the relevant class of Notes) accrued
      as of the last day of the applicable interest accrual period with respect
      to the Notes and will not, in any event, include any interest on the Notes
      accrued after such date or any interest on such interest amount; provided, further, that
      in no event will the Insurer be obligated to make any payment (i) in respect
      to any Preference Amount to the extent that such payment, when added to
      all prior payments of Insured Amounts, would exceed the Maximum Insured
      Amount (as defined in the Note Policy) or (ii) prior to the time the Insurer
      would have been required to pay an Insured Amount pursuant to Section 3
      of the Note Policy.  

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

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

 ARTICLE VII  

 The Seller  

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

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

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

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

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

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

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

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

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

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

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

 SECTION 7.2. Corporate
        Existence.  

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

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

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

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

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

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

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



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

      (a) The
    Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee,
    the Trust, the Insurer, the Trustee, Backup Servicer, the Collateral Agent
    and the Trust Collateral Agent and its officers, directors, employees and
    agents from and against any taxes that may at any time be asserted against
    any such Person with respect to the transactions contemplated in this Agreement
    and any of the Basic Documents (except any income taxes arising out of fees
    paid to the Owner Trustee, the Trust Collateral Agent, the Trustee and the
    Insurer and except any taxes to which the Owner Trustee, the Trust Collateral
    Agent or the  Trustee may otherwise
    be subject to, without regard to the transactions contemplated hereby), including
    any sales, gross receipts, general corporation, tangible personal property,
    privilege or license taxes (but, in the case of the Issuer, not including
    any taxes asserted with respect to, federal or other income taxes arising
    out of distributions on the Notes) and costs and expenses in defending against
    the same.  

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

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

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

      SECTION 7.4. Merger
        or Consolidation of, or Assumption of the Obligations of, Seller.
        Any Person (a) into which the Seller may be merged or consolidated, (b)
        which may result from any merger or consolidation to which the Seller
        shall be a party or (c) which may succeed to the properties and assets
        of the Seller substantially as a whole, which Person in any of the foregoing
        cases executes an agreement of assumption to perform every obligation
        of the Seller under this Agreement, shall be the successor to the Seller
        hereunder without the execution or filing of any document or any further
        act by any of the parties to this Agreement; provided, however, that
        (i) the Seller shall have received the written consent of the Insurer
        prior to entering into any such transaction, (ii) immediately after giving
        effect to such transaction, no representation or warranty made pursuant
        to Section 3.1 shall have been breached and no Servicer Termination Event,
        and no event which, after notice or lapse of time, or both, would become
        a Servicer Termination Event shall have happened and be continuing, (iii)
        the Seller shall have delivered to the Owner Trustee, the Trust Collateral
        Agent, the Collateral Agent, the Trustee and the Insurer an Officers’ Certificate
        and an Opinion of Counsel each stating that such  consolidation,
        merger or succession and such agreement of assumption comply with this
        Section and that all conditions precedent, if any, provided for in this
        Agreement relating to such transaction have been complied with, (iv)
        the Rating Agency Condition shall have been satisfied with respect to
        such transaction and (v) the Seller shall have delivered to the Owner
        Trustee, the Trust Collateral Agent, the Collateral Agent, the Trustee
        and the Insurer an Opinion of Counsel stating that, in the opinion of
        such counsel, either (A) all financing statements and continuation statements
        and amendments thereto have been executed and filed that are necessary
        fully to preserve and protect the interest of the Trust Collateral Agent,
        the Owner Trustee and the Trustee, respectively, in the Receivables and
        reciting the details of such filings or (B) no such action shall be necessary
        to preserve and protect such interest. Notwithstanding anything herein
        to the contrary, the execution of the foregoing agreement of assumption
        and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall
        be conditions to the consummation of the transactions referred to in
        clauses (a), (b) or (c) above.   

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

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

 ARTICLE VIII  

 The Servicer  

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

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

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

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

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

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

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

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

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

 SECTION 8.2. Liability
        of Servicer and Backup Servicer; Indemnities. 

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

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

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

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

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

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

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

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

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

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

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

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

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      (b) Any
    corporation (i) into which the Backup Servicer may be merged or consolidated,
    (ii) resulting from any merger or consolidation to which the Backup Servicer
    shall be a party, (iii) which acquires by conveyance, transfer or lease substantially
    all of the assets of the Backup Servicer, or (iv) succeeding to the business
    of the Backup Servicer, in any of the foregoing cases shall execute an agreement
    of assumption to perform every obligation of the Backup Servicer under this
    Agreement and, whether or not such assumption agreement is executed, shall
    be the successor to the Backup Servicer under this Agreement without the
    execution or filing of any paper or any further act on the part of any of
    the parties to this Agreement, anything in this Agreement to the contrary
    notwithstanding; provided, however, that nothing contained herein shall be
    deemed to release the Backup Servicer from any obligation.  

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

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

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

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      (c) The
    parties expressly acknowledge and consent to JPMorgan Chase Bank, N.A., acting
    in the possible dual capacity of Backup Servicer or replacement Servicer
    and in the capacity as Trust Collateral Agent. JPMorgan Chase Bank, N.A.,
    may, in such dual or other capacity, discharge its separate functions fully,
    without hindrance or regard to conflict of interest principles, duty of loyalty
    principles or other breach of fiduciary duties to the extent that any such
    conflict or breach arises from the performance by JPMorgan Chase Bank, N.A.,
    of express duties set forth in this Agreement in any of such capacities,
    all of which defenses, claims or assertions are hereby expressly waived by
    the other parties hereto and the Noteholders except in the case of gross
    negligence and willful misconduct by JPMorgan Chase Bank, N.A..  

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

      SECTION 8.6. Servicer
        and Backup Servicer Not to Resign. Subject
        to the provisions of Section 8.3, neither the Servicer nor the Backup
        Servicer shall resign from the obligations and duties imposed on it by
        this Agreement as Servicer or Backup Servicer except upon a determination
        that by reason of a change in legal requirements the performance of its
        duties under this Agreement would cause it to be in violation of such
        legal requirements in a manner which would have a material adverse effect
        on the Servicer or the Backup Servicer, as the case may be, and the Insurer
        (so long as an Insurer Default shall not have occurred and be continuing)
        or a Note Majority (if an Insurer Default shall have occurred and be
        continuing) does not elect to waive the obligations of the Servicer or
        the Backup Servicer, as the case may be, to perform the duties which
        render it legally unable to act or to delegate those duties to another
        Person. Any such determination permitting the resignation of the Servicer
        or Backup Servicer shall be evidenced by an Opinion of Counsel to such
        effect delivered and acceptable to the Trust Collateral Agent, the Owner
        Trustee and the Insurer (unless an Insurer Default shall have  occurred
        and be continuing). No resignation of the Servicer shall become effective
        until, so long as no Insurer Default shall have occurred and be continuing
        the Backup Servicer or an entity acceptable to the Insurer shall have
        assumed the responsibilities and obligations of the Servicer or, if an
        Insurer Default shall have occurred and be continuing, the Backup Servicer
        or a successor Servicer that is an eligible servicer shall have assumed
        the responsibilities and obligations of the Servicer. No resignation
        of the Backup Servicer shall become effective until, so long as no Insurer
        Default shall have occurred and be continuing, an entity acceptable to
        the Insurer shall have assumed the responsibilities and obligations of
        the Backup Servicer or, if an Insurer Default shall have occurred and
        be continuing a Person that is an eligible servicer shall have assumed
        the responsibilities and obligations of the Backup Servicer; provided, however, that
        (i) in the event a successor Backup Servicer is not appointed within
        60 days after the Backup Servicer has given notice of its resignation
        and has provided the Opinion of Counsel required by this Section, the
        Backup Servicer may petition a court for its removal, (ii) the Backup
        Servicer may resign with the written consent of the Insurer, and (iii)
        if JPMorgan Chase Bank, N.A., resigns as Trustee under the Indenture
        it will no longer be the Backup Servicer.   

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 ARTICLE IX  

 Default  

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

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

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

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

      (d) The
    entry of a decree or order for relief by a court or regulatory authority
    having jurisdiction in respect of the Servicer in an involuntary case under
    the federal bankruptcy  laws, as
    now or hereafter in effect, or another present or future, federal bankruptcy,
    insolvency or similar law, or appointing a receiver, liquidator, assignee,
    trustee, custodian, sequestrator or other similar official of the Servicer,
    or of any substantial part of its property or ordering the winding up or
    liquidation of the affairs of the Servicer and the continuance of any such
    decree or order unstayed and in effect for a period of 60 consecutive days
    or the commencement of an involuntary case under the federal bankruptcy laws,
    as now or hereinafter in effect, or another present or future federal or
    state bankruptcy, insolvency or similar law and such case is not dismissed
    within 60 days; or  

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

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

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

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

      SECTION 9.2. Consequences
        of a Servicer Termination Event. If a Servicer
        Termination Event shall occur and be continuing, the Insurer (or, if
        an Insurer Default shall have occurred and be continuing either the Trust
        Collateral Agent, (to the extent it has knowledge thereof) or a Note
        Majority), by notice given in writing to the Servicer (and to the Trust
        Collateral Agent if given by the Insurer or the Noteholders) may terminate
        all of the rights and obligations of the Servicer under this Agreement.
        On or after the receipt by the Servicer of such written notice or upon
        termination of the term of the Servicer, all authority, power, obligations
        and responsibilities of the Servicer under this Agreement, whether with
        respect to the Notes, the Certificates or the Other Conveyed Property
        or otherwise, automatically shall pass to, be vested in and become obligations
        and responsibilities of the Backup Servicer (or such other successor
        Servicer appointed by the Controlling Party); provided, however, that
        the successor Servicer shall have no liability with respect to any obligation
        which was required to be performed by the terminated Servicer prior to
        the date that the successor Servicer becomes the Servicer or any claim
        of a third party based on any alleged action or inaction of the terminated
        Servicer. The  successor Servicer
        is authorized and empowered by this Agreement to execute and deliver,
        on behalf of the terminated Servicer, as attorney-in-fact or otherwise,
        any and all documents and other instruments and to do or accomplish all
        other acts or things necessary or appropriate to effect the purposes
        of such notice of termination, whether to complete the transfer and endorsement
        of the Receivables and the Other Conveyed Property and related documents
        to show the Trust as lienholder or secured party on the related Lien
        Certificates, or otherwise. The terminated Servicer agrees to cooperate
        with the successor Servicer in effecting the termination of the responsibilities
        and rights of the terminated Servicer under this Agreement, including,
        without limitation, the transfer to the successor Servicer for administration
        by it of all cash amounts that shall at the time be held by the terminated
        Servicer for deposit, or have been deposited by the terminated Servicer,
        in the Collection Account or thereafter received with respect to the
        Receivables and the delivery to the successor Servicer of all Receivable
        Files, Monthly Records and Collection Records and a computer tape in
        readable form as of the most recent Business Day containing all information
        necessary to enable the successor Servicer to service the Receivables
        and the Other Conveyed Property. If requested by the Controlling Party,
        the successor Servicer shall terminate the Lockbox Agreement and direct
        the Obligors to make all payments under the Receivables directly to the
        successor Servicer (in which event the successor Servicer shall process
        such payments in accordance with Section 4.2(e)), or to a lockbox established
        by the successor Servicer at the direction of the Controlling Party,
        at the successor Servicer’s expense. The terminated Servicer shall
        grant the Trust Collateral Agent, the successor Servicer and the Controlling
        Party reasonable access to the terminated Servicer’s premises at
        the terminated Servicer’s expense.   

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      SECTION 9.3. Appointment
        of Successor. 

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

      (b) The
    Controlling Party may exercise at any time its right to appoint as Backup
    Servicer or as successor to the Servicer a Person other than the Person serving
    as Backup Servicer at the time, and (without limiting its obligations under
    the Note Policy) shall have no liability to the Trust Collateral Agent, AmeriCredit,
    the Seller, the Person then serving as Backup Servicer, any Noteholders or
    any other Person if it does so. Notwithstanding the above, if the Backup
    Servicer shall be legally unable or unwilling to act as Servicer, and an
    Insurer Default shall have occurred and be continuing, the Backup Servicer,
    the Trust Collateral Agent or a Note Majority may petition a court of competent
    jurisdiction to appoint any eligible servicer as the successor to the Servicer.
    Pending appointment pursuant to the preceding sentence, the Backup  Servicer
    shall act as successor Servicer unless it is legally unable to do so, in
    which event the outgoing Servicer shall continue to act as Servicer until
    a successor has been appointed and accepted such appointment. Subject to
    Section 8.6, no provision of this Agreement shall be construed as relieving
    the Backup Servicer of its obligation to succeed as successor Servicer upon
    the termination of the Servicer pursuant to Section 9.2 or the resignation
    of the Servicer pursuant to Section 8.6. If upon the termination of the Servicer
    pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section
    8.6, the Controlling Party appoints a successor Servicer other than the Backup
    Servicer, the Backup Servicer shall not be relieved of its duties as Backup
    Servicer hereunder.  

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      (c) Any
    successor Servicer shall be entitled to such compensation (whether payable
    out of the Collection Account or otherwise) as the Servicer would have been
    entitled to under this Agreement if the Servicer had not resigned or been
    terminated hereunder or with respect to the Backup Servicer, such other compensation
    as agreed to by the Insurer and the Backup Servicer in writing. If any successor
    Servicer is appointed as a result of the Backup Servicer’s refusal
    (in breach of the terms of this Agreement) to act as Servicer although it
    is legally able to do so, the Insurer and such successor Servicer may agree
    on reasonable additional compensation to be paid to such successor Servicer; provided, however, it
    being understood and agreed that the Insurer shall give prior notice to the
    Backup Servicer with respect to the appointment of such successor and the
    payment of additional compensation, if any. The Backup Servicer shall not
    be liable for any Servicing Fee, additional compensation or other amounts
    to be paid to such successor Servicer in connection with its assumption and
    performance of the servicing duties described herein. 

      (d) Notwithstanding
    anything contained in this Agreement to the contrary, the Backup Servicer
    is authorized to accept and rely on all of the accounting records (including
    computer records) and work of the prior Servicer relating to the Receivables
    (collectively, the  “Predecessor Servicer Work Product”) without
    any audit or other examination thereof, and the Backup Servicer shall have
    no duty, responsibility, obligation or liability for the acts and omissions
    of the prior Servicer. If any error, inaccuracy, omission or incorrect or
    non-standard practice or procedure (collectively,  “Errors”) exist
    in any Predecessor Servicer Work Product and such Errors make it materially
    more difficult to service or should cause or materially contribute to the
    Backup Servicer making or continuing any Errors (collectively,  “Continuing
    Errors”), the Backup Servicer shall have no duty, responsibility, obligation
    or liability for such Continuing Errors; provided, however, that
    the Backup Servicer agrees to use its best efforts to prevent further Continuing
    Errors. In the event that the Backup Servicer becomes aware of Errors or
    Continuing Errors, it shall, with the prior consent of the Controlling Party
    use its best efforts to reconstruct and reconcile such data as is commercially
    reasonable to correct such Errors and Continuing Errors and to prevent future
    Continuing Errors. The Backup Servicer shall be entitled to recover its costs
    thereby expended in accordance with the priorities set forth in Section 5.7
    hereof or, to the extent not paid therefrom, from the Spread Account in accordance
    with Section 3.03 of the Spread Account Agreement.  

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

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      SECTION 9.5. Waiver
        of Past Defaults. So long as no Insurer
        Default shall have occurred and be continuing, the Insurer (or, if an
        Insurer Default shall have occurred and be continuing, the Note Majority)
        may, on behalf of all Noteholders, waive any default by the Servicer
        in the performance of its obligations hereunder and its consequences.
        Upon any such waiver of a past default, such default shall cease to exist,
        and any Servicer Termination Event arising therefrom shall be deemed
        to have been remedied for every purpose of this Agreement and the Basic
        Documents. No such waiver shall extend to any subsequent or other default
        or impair any right consequent thereto.  

 ARTICLE X  

 Termination  

      SECTION 10.1. Optional
        Purchase of All Receivables. 

      (a) Subject
    to Section 10.1(a) of the Indenture, on the last day of any Collection Period
    as of which the Pool Balance shall be less than or equal to 10% of the Original
    Pool Balance, the Servicer and the Seller each shall have the option to purchase
    the Owner Trust Estate, other than the Trust Accounts (with the consent of
    the Insurer if such purchase would result in a claim on the Note Policy or
    would result in any amount owing to the Insurer under the Insurance Agreement
    remaining unpaid); provided, however, that
    the amount to be paid for such purchase (as set forth in the following sentence)
    shall be sufficient to pay the full amount of principal, and interest then
    due and payable on the Notes, and amounts due and unpaid to the Insurer under
    the Insurance Agreement. To exercise such option, the Servicer or the Seller,
    as the case may be, shall deposit pursuant to Section 5.6 in the Collection
    Account an amount equal to the aggregate Purchase Amount for the Receivables
    (including Liquidated Receivables), plus the appraised value of any other
    property held by the Trust, such value to be determined by an appraiser mutually
    agreed upon by the Servicer, the Insurer and the Trust Collateral Agent,
    and shall succeed to all interests in and to the Trust.  

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

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

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

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ARTICLE XI

Administrative Duties of the Servicer

	     
	     
	          SECTION
          11.1. Administrative Duties.
	 	 
	 	      (a)       Duties
            with Respect to the Indenture. The
            Servicer shall perform all its duties and the duties of the Issuer
            under the Indenture. In addition, the Servicer shall consult with
            the Owner Trustee as the Servicer deems appropriate regarding the
            duties of the Issuer under the Indenture. The Servicer shall monitor
            the performance of the Issuer and shall advise the Owner Trustee
            when action is necessary to comply with the Issuer’s duties
            under the Indenture. The Servicer shall prepare for execution by
            the Issuer or shall cause the preparation by other appropriate Persons
            of all such documents, reports, filings, instruments, certificates
            and opinions as it shall be the duty of the Issuer to prepare, file
            or deliver pursuant to the Indenture. In furtherance of the foregoing,
            the Servicer shall take all necessary action that is the duty of
            the Issuer to take pursuant to the Indenture, including, without
            limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17,
    5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and 11.15 of the Indenture.
	 	 	 
	 	      (b)  Duties
    with Respect to the Issuer.
	 	 	 
	 	 	      (i)       In
          addition to the duties of the Servicer set forth in this Agreement
          or any of the Basic Documents, the Servicer shall perform such calculations
          and shall prepare for execution by the Issuer or the Owner Trustee
          or shall cause the preparation by other appropriate Persons of all
          such documents, reports, filings, instruments, certificates and opinions
          as it shall be the duty of the Issuer or the Owner Trustee to prepare,
          file or deliver pursuant to this Agreement or any of the Basic Documents
          or under state and federal tax and securities laws (including any filings
          required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or
          regulation promulgated thereunder), and at the request of the Owner
          Trustee shall take all appropriate action that it is the duty of the
          Issuer to take pursuant to this Agreement or any of the Basic Documents,
          including, without limitation, pursuant to Sections 2.6 and 2.11 of
          the Trust Agreement. In accordance with the directions of the Issuer
          or the Owner Trustee, the Servicer shall administer, perform or supervise
          the performance of such other activities in connection with the Collateral
          (including the Basic Documents) as are not covered by any of the foregoing
          provisions and as are expressly requested by the Issuer or the Owner
          Trustee and are reasonably within the capability of the Servicer. The
          Servicer shall monitor the activities of the Issuer to ensure the Issuer’s
          compliance with Section 4.6 of the Trust Agreement and shall take all
          action necessary to ensure that the Issuer is operated in accordance
    with the provisions of such section.
	 	 	 	 
	 	 	      (ii)       Notwithstanding
          anything in this Agreement or any of the Basic Documents to the contrary,
          the Servicer shall be responsible for promptly notifying the Owner
          Trustee and the Trust Collateral Agent in the event that any withholding
          tax is imposed on the Issuer’s payments (or allocations of income)
          to an Owner (as defined in the Trust Agreement) as contemplated by
          this Agreement. Any such notice shall be in writing and specify the
          amount of any withholding tax required to be withheld by the Owner
    Trustee or the Trust Collateral Agent pursuant to such provision.


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	 	 	     (iii)       Notwithstanding
          anything in this Agreement or the Basic Documents to the contrary,
          the Servicer shall be responsible for performance of the duties of
          the Issuer set forth in Section 5.1(a) and (b) of the Trust Agreement
          with respect to, among other things, accounting and reports to Owners
          (as defined in the Trust Agreement); provided, however,that
          once prepared by the Servicer, the Owner Trustee shall retain responsibility
          for the distribution of the Schedule K-1s, if applicable, necessary
          to enable the Certificateholder to prepare its federal and state income
    tax returns.
	 	 	 
	 	 	     (iv)       The
          Servicer shall perform the duties of the Servicer specified in Section
          9.2 of the Trust Agreement required to be performed in connection with
          the resignation or removal of the Owner Trustee, and any other duties
          expressly required to be performed by the Servicer under this Agreement
    or any of the Basic Documents.
	 	 	 
	 	 	     (v)       In
          carrying out the foregoing duties or any of its other obligations under
          this Agreement, the Servicer may enter into transactions with or otherwise
          deal with any of its Affiliates; provided, however,that
          the terms of any such transactions or dealings shall be in accordance
          with any directions received from the Issuer and shall be, in the Servicer’s
    opinion, no less favorable to the Issuer in any material respect.
	 	 
	 	     (c)       Tax
            Matters. The Servicer shall prepare
            and file, on behalf of the Seller, all tax returns, tax elections,
            financial statements and such annual or other reports attributable
            to the activities engaged in by the Issuer as are necessary for preparation
            of tax reports, including without limitation Forms 1099. All tax
    returns will be signed by the Seller or its owner.
	 	 
	 	     (d)       Non-Ministerial
            Matters. With respect to matters that
            in the reasonable judgment of the Servicer are non-ministerial, the
            Servicer shall not take any action pursuant to this Article unless
            within a reasonable time before the taking of such action, the Servicer
            shall have notified the Insurer, the Owner Trustee and the Trustee
            of the proposed action and the Insurer and the Owner Trustee and,
            with respect to items (A), (B), (C) and (D) below, the Trustee shall
            not have withheld consent or provided an alternative direction. For
            the purpose of the preceding sentence,  “non-ministerial matters” shall
    include:
	  	 



  	 
	     (A)       the
          amendment of or any supplement to the Indenture;
	 
	     (B)       the
            initiation of any claim or lawsuit by the Issuer and the compromise
            of any action, claim or lawsuit brought by or against the Issuer
            (other than in connection with the collection of the Receivables);
	 
	     (C)       the
            amendment, change or modification of this Agreement or any of the
            Basic Documents;
	 	 
	     (D)     the
            appointment of successor Note Registrars, successor Paying Agents
            and successor Trustees pursuant to the Indenture or the appointment
            of successor Servicers or the consent to the assignment by the Note
            Registrar, Paying Agent or Trustee of its obligations under the Indenture;
            and
	  	 




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


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

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

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

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

 ARTICLE XII  

 Miscellaneous Provisions  

      SECTION 12.1. Amendment. 

      (a) This
    Agreement may be amended from time to time by the parties hereto, with the
    consent of the Trustee (which consent may not be unreasonably withheld),
    with the prior written consent of the Insurer (so long as no Insurer Default
    has occurred and is continuing) but without the consent of any of the Noteholders,
    to cure any ambiguity, to correct or supplement any provisions in this Agreement,
    to comply with any changes in the Code, or to make any other provisions with
    respect to matters or questions arising under this Agreement which shall
    not be inconsistent with the provisions of this Agreement or the Insurance
    Agreement; provided, however, that
    such action shall not, as evidenced by an Opinion of Counsel delivered to
    Owner Trustee, the Insurer and the Trustee, adversely affect in any material
    respect the interests of any Noteholder; provided further that if an Insurer
    Default has occurred and is continuing, such action shall not materially
    adversely affect the interests of the Insurer.  

      This Agreement
      may also be amended from time to time by the parties hereto, with the consent
      of the Controlling Party for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or of modifying in any manner the rights of the Noteholders; provided, however, that
      no such amendment shall (a) increase or reduce in any manner the amount
      of, or accelerate or delay the timing of, collections of payments on Receivables
      or distributions that shall be required to be made for the benefit of  the
      Noteholders or (b) reduce the aforesaid percentage of the outstanding principal
      amount of the Notes, the Holders of which are required to consent to any
      such amendment, without the consent of the Holders of all the outstanding
      Notes of each class affected thereby; provided, further, that
      if an Insurer Default has not occurred and is continuing, such action shall
      not materially adversely affect the interest of the Insurer.   

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      The Trust
      Collateral Agent shall furnish written notification of the substance of
      any such amendment or consent (i) to the Rating Agencies prior to the execution
      of such amendment or consent and (ii) to each Noteholder promptly after
      the execution of such amendment or consent.  

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

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

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

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      SECTION 12.2. Protection
        of Title to Trust. 

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

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

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

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

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

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	 	 	       (f)       If
          at any time the Seller or the Servicer shall propose to sell, grant
          a security interest in or otherwise transfer any interest in automotive
          receivables to any prospective purchaser, lender or other transferee,
          the Servicer shall give to such prospective purchaser, lender or other
          transferee computer tapes, records or printouts (including any restored
          from backup archives) that, if they shall refer in any manner whatsoever
          to any Receivable, shall indicate clearly that such Receivable has
    been sold and is owned by the Trust.
	 	 	 
	 	 	       (g)       Upon
          request, the Servicer shall furnish to the Insurer, the Owner Trustee,
          the Backup Servicer or to the Trustee, within five Business Days, a
          list of all Receivables (by contract number and name of Obligor) then
          held as part of the Trust, together with a reconciliation of such list
          to the Schedule of Receivables and to each of the Servicer’s
          Certificates furnished before such request indicating removal of Receivables
    from the Trust.
	 	 	 
	 	 	       (h)       The
    Servicer shall deliver to the Insurer, the Owner Trustee and the Trustee:
	 	 	 	 
	 	 	 	       (1)       promptly
          after the execution and delivery of the Agreement and, if required
          pursuant to Section 12.1, of each amendment, an Opinion of Counsel
          stating that, in the opinion of such Counsel, in form and substance
          reasonably satisfactory to the Insurer, either (A) all financing statements
          and continuation statements have been executed and filed that are necessary
          fully to preserve and protect the interest of the Trust and the Trustee
          in the Receivables, and reciting the details of such filings or referring
          to prior Opinions of Counsel in which such details are given, or (B)
          no such action shall be necessary to preserve and protect such interest;
    and
	 	 	 	 
	 	 	 	       (2)       within
          90 days after the beginning of each calendar year beginning with the
          first calendar year beginning more than three months after the Initial
          Cutoff Date, an Opinion of Counsel, dated as of a date during such
          90-day period, stating that, in the opinion of such counsel, either
          (A) all financing statements and continuation statements have been
          executed and filed that are necessary fully to preserve and protect
          the interest of the Trust and the Trustee in the Receivables, and reciting
          the details of such filings or referring to prior Opinions of Counsel
    in which such details are given, or (B)  no
    such action shall be necessary to preserve and protect such interest.
	 	 
	 	        Each
        Opinion of Counsel referred to in clause (1) or (2) above shall specify
        any action necessary (as of the date of such opinion) to be taken in
    the following year to preserve and protect such interest.
	 
	     SECTION
          12.3. Notices. All demands, notices and communications upon
          or to the Seller, the Servicer, the Owner Trustee, the Trustee or the
          Rating Agencies under this Agreement shall be in writing, personally
          delivered, electronically delivered or mailed by certified mail, return
          receipt requested, federal express or similar overnight courier service,
          and shall be deemed to have been duly given upon receipt (a) in the
          case of the Seller to AFS SenSub Corp., 2265 B Renaissance Drive, Suite
          17, Las Vegas, Nevada 89119., Attention: Chief Financial Officer (b)
          in the case of the Servicer to AmeriCredit Financial Services, Inc.,
          801


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 Cherry Street, Suite 3900, Fort Worth,
      Texas 76102, Attention: Chief Financial Officer, (c) in the case of the
      Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner
      Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market
      Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration
      (d) in the case of the Trustee, the Collateral Agent or the Trust Collateral
      Agent, at the Corporate Trust Office, (e) in the case of the Insurer, to
      Ambac Assurance Corporation, One State Street Plaza, New York, New York
      10004, Attention: Structured Finance Department–ABS, with a copy to
      the attention of Michael Babick, Vice President (in each case in which
      notice or other communication to the Insurer refers to a claim on the Note
      Policy, a Deficiency Notice pursuant to Section 5.5 of this Agreement or
      with respect to which failure on the part of the Insurer to respond shall
      be deemed to constitute consent or acceptance, then a copy of such notice
      or other communication should also be sent to the attention of each of
      the General Counsel and shall be marked to indicate  “URGENT MATERIAL
      ENCLOSED”); (f) in the case of Moody’s, to Moody’s Investors
      Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New
      York 10007; (g) in the case of Standard & Poor’s, via electronic
      delivery to Servicer_reports@sandp.com, or, for any information not available
      in electronic format, to Standard & Poor’s Ratings Services,
      55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:
      ABS Surveillance Group; and (h) in the case of Fitch, to One State Street
      Plaza, 32nd Floor, New York, New York 10004, Attention: Asset Backed Securities
      Group, Auto ABS. Any notice required or permitted to be mailed to a Noteholder
      shall be given by first class mail, postage prepaid, at the address of
      such Holder as shown in the Note Register. Any notice so mailed within
      the time prescribed in the Agreement shall be conclusively presumed to
      have been duly given, whether or not the Noteholder shall receive such
      notice.  

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

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

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

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

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

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

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

      SECTION 12.11. Nonpetition
    Covenants. (a) Notwithstanding any prior termination of this Agreement, the
    Servicer and the Seller shall not, prior to the date which is one year and
    one day after the termination of this Agreement with respect to the Issuer,
    acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
    process of any court or government authority for the purpose of commencing
    or sustaining a case against the Issuer under any federal or state bankruptcy,
    insolvency or similar law or appointing a receiver, liquidator, assignee,
    trustee, custodian, sequestrator or other similar official of the Issuer
    or any substantial part of its property, or ordering the winding up or liquidation
    of the affairs of the Issuer.  

      (b) Notwithstanding
    any prior termination of this Agreement, the Servicer shall not, prior to
    the date that is one year and one day after the termination of this Agreement
    with respect to the Seller, acquiesce to, petition or otherwise invoke or
    cause the Seller to invoke the process of any court or government authority
    for the purpose of commencing or sustaining a case against the Seller under
    any federal or state bankruptcy, insolvency or similar law, appointing a
    receiver, liquidator, assignee, trustee, custodian, sequestrator, or other
    similar official of the Seller or any substantial part of its property, or
    ordering the winding up or liquidation of the affairs of the Seller.  

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

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      (a) Notwithstanding
    anything contained herein to the contrary, this Agreement has been countersigned
    by Wilmington Trust Company not in its individual capacity but solely in
    its capacity as Owner Trustee of the Issuer and in no event shall Wilmington
    Trust Company in its individual capacity or, except as expressly provided
    in the Trust Agreement, as Owner Trustee have any liability for the representations,
    warranties, covenants, agreements or other obligations of the Issuer hereunder
    or in any of the certificates, notices or agreements delivered pursuant hereto,
    as to all of which recourse shall be had solely to the assets of the Issuer.
    For all purposes of this Agreement, in the performance of its duties or obligations
    hereunder or in the performance of any duties or obligations of the Issuer
    hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
    of, the terms and provisions of Articles V, VI and VII of the Trust Agreement.  

      (b) Notwithstanding
    anything contained herein to the contrary, this Agreement has been executed
    and delivered by JPMorgan Chase Bank, N.A., not in its individual capacity
    but solely as Trust Collateral Agent and Backup Servicer and in no event
    shall JPMorgan Chase Bank, N.A., have any liability for the representations,
    warranties, covenants, agreements or other obligations of the Issuer hereunder
    or in any of the certificates, notices or agreements delivered pursuant hereto,
    as to all of which recourse shall be had solely to the assets of the Issuer.  

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

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

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

      SECTION 12.15. Benefits
        of Sale and Servicing Agreement. The Insurer and its successors and
        assigns shall be a third-party beneficiary to the provisions of this
        Sale and Servicing Agreement, and shall be entitled to rely upon and
        directly enforce such provisions of this Sale and Servicing Agreement
        so long as no Insurer Default shall have occurred and be continuing.  

   

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

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      left blank.] 

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

AMERICREDIT AUTOMOBILE RECEIVABLES 

  TRUST 2005-D-A
   By: WILMINGTON TRUST COMPANY, not in

                  its individual capacity but solely as Owner

                  
          Trustee on behalf of the
          Trust.  

     By: /s/ Anita E. Dallago                     

            Name:
    Anita E. Dallago 

            Title:
    Senior Financial Services Officer  

     AFS SENSUB CORP., Seller,  

     By: /s/ Sheli Fitzgerald                    

            Name:
    Sheli Fitzgerald

            Title:
    Vice President, Structured Finance  

     AMERICREDIT FINANCIAL SERVICES, INC.,
          Servicer,  

     By: /s/ Susan B. Sheffield                    

            Name:
    Susan B. Sheffield  

                  Title: Senior Vice President, Structured
          Finance 

     


 





 
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	 	JPMORGAN CHASE BANK, N.A.,
	 	not in its individual capacity but solely
        as Backup Servicer
	 	 
	 	 
	 	By: /s/ Melissa Wilman               

	 	       Name: Melissa Wilman
	 	       Title: Vice President
	 	 
	 	 
	Acknowledged and accepted by	 
	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	not in its individual capacity but solely
        

    as Trust Collateral Agent and as Trustee	 
	 	 
	 	 
	By: /s/ Melissa Wilman               	 
	      Name: Melissa Wilman	 
	      Title: Vice President	 


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SCHEDULE A

   SCHEDULE OF RECEIVABLES

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 SCHEDULE B  

 REPRESENTATIONS AND WARRANTIES OF THE
        SELLER AND THE SERVICER  

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

      2.  Fraud
        or Misrepresentation. Each Receivable was
        originated (i) by AmeriCredit, (ii) by a Dealer and was sold by the Dealer
        to AmeriCredit, or (iii) by a Third-Party Lender and was sold by the
        Third-Party Lender to AmeriCredit, and was sold by AmeriCredit to the
        Seller without any fraud or misrepresentation on the part of such Dealer
        or Third-Party Lender or AmeriCredit in any case.  

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

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	 	     4.  Origination.
    Each Receivable was originated in the United States.
	 	 
	 	     5.  Binding
            Obligation. Each Receivable represents
            the genuine, legal, valid and binding payment obligation of the Obligor
            thereon, enforceable by the holder thereof in accordance with its
            terms, except (A) as enforceability may be limited by bankruptcy,
            insolvency, reorganization or similar laws affecting the enforcement
            of creditors’ rights generally and by equitable limitations
            on the availability of specific remedies, regardless of whether such
            enforceability is considered in a proceeding in equity or at law
            and (B) as such Receivable may be modified by the application after
            the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable,
            of the Servicemembers Civil Relief Act, as amended; and all parties
            to each Receivable had full legal capacity to execute and deliver
            such Receivable and all other documents related thereto and to grant
    the security interest purported to be granted thereby.
	 	 
	 	     6.  No
            Government Obligor. No Obligor is the
            United States of America or any State or any agency, department,
    subdivision or instrumentality thereof.
	 	 
	 	     7.  Obligor
            Bankruptcy. At the Initial Cutoff Date
            or the Subsequent Cutoff Date, as applicable, no Obligor had been
            identified on the records of AmeriCredit as being the subject of
    a current bankruptcy proceeding.
	 	 
	 	     8.  Schedules
            of Receivables. The information set
            forth in the Schedules of Receivables has been produced from the
            Electronic Ledger and was true and correct in all material respects
            as of the close of business on the Initial Cutoff Date or the Subsequent
    Cutoff Date, as applicable.
	 	 
	 	     9.   Marking
            Records. By the Closing Date or Subsequent
            Transfer Date, as applicable, the Seller will have caused the portions
            of the Electronic Ledger relating to the Receivables to be clearly
            and unambiguously marked to show that the Receivables have been sold
            to the Seller by the Servicer and resold by the Seller to the Trust
    in accordance with the terms of the Sale and Servicing Agreement.
	 	 
	 	     10.  Computer
            Tape. The Computer Tape made available
            by the Seller to the Trust on the Closing Date was complete and accurate
            as of the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable,
            and includes a description of the same Receivables that are described
    in the Schedule of Receivables.
	 	 
	 	     11.  Adverse
            Selection. No selection procedures
            adverse to the Noteholders or the Insurer were utilized in selecting
            the Receivables from those receivables owned by the Seller which
    met the selection criteria contained in the Sale and Servicing Agreement.
	 	 
	 	     12.  Chattel
            Paper. The Receivables constitute  “chattel
            paper” within the meaning of the UCC as in effect in the States
    of Texas, New York, Delaware and Nevada.
	 
	 	     13.  One Original. There
    is only one original executed copy of each Receivable.
	 	 
	 	     14.  Receivable
            Files Complete. There exists a Receivable
            File pertaining to each Receivable and such Receivable File contains
    a fully executed original of the Receivable  and
    the original Lien Certificate or a copy of the application therefor. Each
    of such documents which is required to be signed by the Obligor has been
    signed by the Obligor in the appropriate spaces. All blanks on any form have
    been properly filled in and each form has otherwise been correctly prepared.
    The complete Receivable File for each Receivable currently is in the possession
    of the Custodian.  


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

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

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

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

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

      20.  No
        Impairment. The Seller has not done anything
        to convey any right to any Person that would result in such Person having
        a right to payments due under the Receivable or otherwise to impair the
        rights of the Trust, the Insurer, the Trustee, the Trust Collateral Agent
        and the Noteholders in any Receivable or the proceeds thereof. Other
        than the security interest granted to the Trust pursuant to this Agreement
        and except any other security interests that have been fully released
        and discharged as of the Closing Date, the Seller has not pledged, assigned,
        sold, granted a security interest in, or otherwise conveyed any of the
        Receivables. The Seller has not authorized the filing of and is not aware
        of any financing statements against the Seller that include a description
        of collateral covering the Receivables other than any financing statement
        relating to the security interest granted to the Trust hereunder or that
        has been terminated. The Seller is not aware of any judgment or tax lien
        filings against it.  

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

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

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

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	 	       24.  Insurance.
          At the time of an origination of a Receivable by AmeriCredit or a purchase
          of a Receivable by AmeriCredit from a Dealer or Third-Party Lender,
          each Financed Vehicle is required to be covered by a comprehensive
          and collision insurance policy (i) in an amount at least equal to the
          lesser of (a) its maximum insurable value or (b) the principal amount
          due from the Obligor under the related Receivable, (ii) naming AmeriCredit
          as loss payee and (iii) insuring against loss and damage due to fire,
          theft, transportation, collision and other risks generally covered
          by comprehensive and collision coverage. Each Receivable requires the
          Obligor to maintain physical loss and damage insurance, naming AmeriCredit
          and its successors and assigns as additional insured parties, and each
          Receivable permits the holder thereof to obtain physical loss and damage
          insurance at the expense of the Obligor if the Obligor fails to do
          so. No Financed Vehicle is insured under a policy of Force-Placed Insurance
    on the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable.
	 	 
	 	       25.  Past
            Due. At the Initial Cutoff Date or
            the Subsequent Cutoff Date, as applicable, no Receivable was more
    than 30 days past due.
	 	 
	 	       26.  Remaining
            Principal Balance. At the Initial Cutoff
            Date or the Subsequent Cutoff Date, as applicable, the Principal
            Balance of each Receivable set forth in the Schedules of Receivables
    is true and accurate in all material respects.
	 	 
	 	       27.  Certain Characteristics
    of Initial Receivables.
	 	 
	 	       (A)    Each
          Initial Receivable had a remaining maturity, as of the Initial Cutoff
    Date, of not more than 72 months.
	 	 
	 	       (B)     Each
          Initial Receivable had an original maturity, as of the Initial Cutoff
    Date, of not more than 72 months.
	 	 
	 	       (C)    Not
          more than 50% of the Initial Receivables (calculated by aggregate Principal
    Balance) has an original term to maturity of 72 months.
	 	 
	 	       (D)    Each
          Initial Receivable had a remaining Principal Balance as of the Initial
    Cutoff Date of at least $250 and not more than $80,000.
	 	 
	 	       (E)    Each
          Initial Receivable has an Annual Percentage Rate of at least 1% and
    not more than 33%.
	 	 
	 	       (F)    The
          Initial Receivables’ weighted average Annual Percentage Rate
    is not less than 16.75%.
	 	 
	 	       (G)    No
          Initial Receivable was more than 30 days past due as of the Initial
    Cutoff Date.
	 	 
	 	       (H)    No
          funds have been advanced by AmeriCredit, any Dealer, any Third-Party
          Lender, or anyone acting on behalf of any of them in order to cause
    any Initial Receivable to qualify under clause (G) above.


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

       (J)    Each
      Obligor had a billing address in the United States as of the date of origination
      of the Initial Receivables, is a natural person and is not an Affiliate
      of any party to this Agreement. 

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

      (L)    Each
      Initial Receivable is identified on the Servicer’s master servicing
      records as an automobile installment sales contract or installment note. 

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

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


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

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

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

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

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SCHEDULE C

SERVICING POLICIES AND PROCEDURES

Note: Applicable Time Periods
Will Vary by State            

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

The Collection Process

	AmeriCredit mails each customer
        a monthly billing statement 16 to 20 days before payment is due.
	 	 
	A.	All accounts are issued to the Computer Assisted
        Collection System (CACS) at 5 days delinquent or at such other dates
        of delinquency as determined by historical payment patterns of the account.
	 	 
	B.	The CACS segregates accounts into two major
        groups: loans 5-45 days delinquent and those over 45 days delinquent.
	 	 
	C.	Loans delinquent up to 45 days are then further
        segregated into two groups: accounts that have good phone numbers and
        those that do not.
	 	 
	D.	Loans up to 45 days delinquent are transferred
        to the Concerto system (AmeriCredit’s predictive dialing system). The system automatically
        dials the phone number related to a delinquent account for all accounts that
        have good phone numbers. When a connection is made, the account is then routed to the next
        available account representative.
	 	 
	E.	Loans without good phone numbers are called
        manually, through the CACS system, or in a preview dialer campaign.
	 	 
	F.	All reasonable collection efforts are made
        in an attempt to prevent these accounts from becoming 30+ days delinquent – this
        includes the use of collection letters. Collection letters may be utilized
        between 5th and 25th days of delinquency.
	 	 
	 	 
	G.	When an account reaches 31 days delinquent,
        a collector determines if any default notification is required in the
        state where the debtor lives.
	 	 
	H.	When an account exceeds 45 days delinquent,
        the loan is assigned to a 46+ collection team which will continue the collection effort
        until resolution. If the account cannot be resolved through normal collection efforts
        (i.e., satisfactory payment arrangements) then the account may be submitted for repossession
        approval. An officer must approve all repossession requests.
	 	 
	I.	CACS allows each collector to accurately
        document and update each customer file when contact (verbal or written)
        is made.
	 	 


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	Repossessions
	     
	If repossession of the collateral
        occurs, the following steps are taken:
	 	 
	A.	Proper authorities are notified
        (if applicable).
	 	 
	B.	An inventory of all personal property is
        taken and a condition report is prepared on the vehicle.
	 	 
	C.	Written notification, as required by state
        law, is sent to the customer(s) stating their rights of redemption or
        reinstatement along with information on how to obtain any personal property
        that was in the vehicle at the time of repossession.
	 	 
	D.	Written request to the originating dealer
        for all refunds due for dealer adds is made.
	 	 
	E.	Collateral disposition through public or
        private sale, (dictated by state law), in a commercially reasonable manner,
        through a third-party auto auction.
	 	 
	F.	After the collateral is liquidated, the debtor(s)
        is notified in writing of the deficiency balance owed, if any.
	 
	Use of Due Date Changes
	     
	Due dates may be changed subject
        to the following conditions:
	 	 
	A.	The account is contractually current or will
        be brought current with the due date change.
	 	 
	B.	Due date changes cannot exceed the total
        of 30 days over the life of the contract.
	 	 
	C.	The first installment payment has been paid
        in full.
	 	 
	D.	Only one due date change in a twelve month
        period.
	 
	An Officer must approve any exceptions
        to the above stated policy.
	 
	Use of Payment Deferments
	     
	A payment
        deferral is offered to customers who have the desire and capacity to
        make future payments but who have
    encountered temporary financial difficulties, with management approval.
	 
	A.	Without prior approval, minimum of six payments
        have been made on the account and a minimum of six payments have been
        made since the most recent deferment (if any).
	 	 
	B.	The account will be brought current with
        the deferment, but not paid ahead, without management approval.
	 	 
	C.	A deferment fee is collected on all transactions.


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	D. No more than eight total payments may
        be deferred over the life of the loan, without management
        approval.
	   	 
	An Officer must approve any exceptions to
        the above stated policy.
	 	 
	Charge-Offs	 
	 
	It is AmeriCredit’s policy that any
        account that is not successfully recovered by 120 days delinquent is
        submitted to an Officer for approval and charge-off. 
	 
	It is AmeriCredit’s policy
        to carry all Chapter 13 bankruptcy accounts until 120 days delinquent.
        A partial charge-off is taken for the unsecured portion of the account. On
        fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be deferred
        current at the time of discharge. 
	 
	Deficiency Collections
	     
	Collections on charged-off accounts are continued
        internally and/or assigned to third party collection agencies for deficiency
        balances.


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 EXHIBIT A  

 SUBSEQUENT TRANSFER AGREEMENT  

      Transfer
      No.  ______________ of Subsequent Receivables pursuant to a Sale and Servicing Agreement dated
  as of November 9, 2005, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A,
  a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP.,
  a Nevada corporation (the  “Seller”), AMERICREDIT FINANCIAL SERVICES,
  INC. a Delaware corporation (the “Servicer”) and JPMORGAN
  CHASE BANK, N.A., a national banking association, in its capacity as the backup
  servicer (the  “Backup Servicer”) and trust collateral agent (the  “Trust Collateral Agent”).  

 W I T N E S S E T H: 

      WHEREAS pursuant
      to the Sale and Servicing Agreement, the Seller wishes to convey the Subsequent
      Receivables to the Issuer; and  

      WHEREAS,
      the Issuer is willing to accept such conveyance subject to the terms and
      conditions hereof.  

      NOW, THEREFORE,
      the Issuer, the Seller and the Servicer hereby agree as follows:  

      1. Defined
        Terms. Capitalized terms used herein shall have the meanings ascribed
        to them in the Sale and Servicing Agreement unless otherwise defined
        herein.  

      “Subsequent Cutoff Date” shall mean, with respect
to the Subsequent Receivables conveyed hereby, _______________ , 200_.  

      “Subsequent Transfer Date” shall mean, with respect
        to the Subsequent Receivables conveyed hereby, _____________, 200_.  

      2. Schedule
        of Receivables. Attached hereto as Schedule A is a supplement to
        Schedule A to the Sale and Servicing Agreement listing the Receivables
        that constitute the Subsequent Receivables to be conveyed pursuant to
        this Agreement on the Subsequent Transfer Date.  

      3. Conveyance
        of Subsequent Receivables. In consideration of the Issuer’s
        delivery to or upon the order of the Seller of $ _________ the Seller does hereby sell, transfer, assign, set over and otherwise convey
  to the Issuer, without recourse (except as expressly provided in the Sale and
  Servicing Agreement), all right, title and interest of the Seller in and to:  

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

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	 	 	      (b)      the
          security interests in the Financed Vehicles granted by Obligors pursuant
          to the Subsequent Receivables and any other interest of the Seller
    in such Financed Vehicles;
	 	 	 	 
	 	 	      (c)      any
          proceeds and the right to receive proceeds with respect to the Subsequent
          Receivables from claim and the right to receive proceeds on any physical
          damage, credit life or disability insurance policies covering Financed
          Vehicles or Obligors and any proceeds from the liquidation of such
    Subsequent Receivables;
	 	 	 	 
	 	 	      (d)      any
          proceeds with respect to the Subsequent Receivables repurchased by
          a Dealer pursuant to a Dealer Agreement or a Third-Party Lender pursuant
          to an Auto Loan Purchase and Sale Agreement as a result of a breach
          of representation or warranty in the related Dealer Agreement or Auto
    Loan Agreement and Sale Agreement;
	 	 	 	 
	 	 	      (e)      all
    rights under any Service Contracts on the related Finance Vehicles;
	 	 	 	 
	 	 	      (f)  the related Receivable Files;
	 	 	 	 
	 	 	      (g)       all
          of the Seller’s right, title and interest in its rights and benefits,
          but none of its obligations or burdens, under the Subsequent Purchase
          Agreement, including the Seller’s rights under the Subsequent
          Purchase Agreement, and the delivery requirements, representations
          and warranties and the cure and repurchase obligations of AmeriCredit
          under the Subsequent Purchase Agreement, on or after the Subsequent
    Cutoff Date;
	 	 	 	 
	 	 	     (h)  all of the Seller’s (a)
    Accounts, (b) Chattel Paper, (c) Documents,
	 	 	 
	 	  	     (d)     Instruments
          and (e) General Intangibles (as such terms are defined in the UCC)
          relating to the property described in (a) through (g); and
	 	 	 	 
	 	 	     (i)      the proceeds of any and all
    of the foregoing.
	 	 	 
	 	 	      The execution and delivery of this Agreement
      shall constitute an acknowledgment by the Seller and the Issuer that they
      intend that the assignment and transfer herein contemplated constitute
      a sale and assignment outright, and not for security, of the Subsequent
      Receivables and the Subsequent Other Conveyed Property, conveying good
      title thereto free and clear of any Liens, from the Seller to the Issuer,
      and that the Subsequent Receivables and the Subsequent Other Conveyed Property
      shall not be a part of the Seller's estate in the event of the bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceeding, or other
      proceeding under any federal or state bankruptcy or similar law, or the
      occurrence of another similar event, of, or with respect to the Seller.
      In the event that such conveyance is determined to be made as security
      for a loan made by the Issuer, the Noteholders or the Certificateholder
      to the Seller, the parties hereto intend that the Seller shall have granted
      to the Issuer a security interest in all of the Seller's right, title and
      interest in and to the Subsequent Receivables and the Subsequent Other
      Conveyed Property conveyed pursuant to this Section 3, and that this Agreement
    shall constitute a security agreement under applicable law.
	 
	 


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      4. Representations
        and Warranties of the Seller. The Seller hereby represents and warrants
        to the Issuer as of the date of this Agreement and as of the Subsequent
        Transfer Date that:  

      (a) Schedule
        of Representations. The representations and warranties relating to
        the Subsequent Receivables set forth on the Schedule of Representations
        attached as Schedule B to the Sale and Servicing Agreement are true and
        correct and the Seller has performed all obligations to be performed
        by it under the Sale and Servicing Agreement.  

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

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

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

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

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

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

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

      (i) Principal
        Balance. The aggregate Principal Balance of the Subsequent Receivables
        listed on Schedule A annexed hereto and conveyed to the Issuer pursuant
        to this Agreement as of the Subsequent Cutoff Date is $____________.  

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

      5. Conditions
        Precedent. The obligation of the Issuer to acquire the Subsequent
        Receivables hereunder is subject to the satisfaction, on or prior to
        the Subsequent Transfer Date, of the following conditions precedent:  

      (a) Representations
        and Warranties. Each of the representations and warranties made by
        the Seller in Section 4 of this Agreement and in Section 6.1 of the Sale
        and Servicing Agreement shall be true and correct as of the date of this
        Agreement and as of the Subsequent Transfer Date.  

      (b) Sale
        and Servicing Agreement Conditions. Each of the conditions set forth
        in Section 2.2(b) to the Sale and Servicing Agreement shall have been
        satisfied.  

      (c) Additional
        Information. The Seller shall have delivered to the Issuer such information
        as was reasonably requested by the Issuer to satisfy itself as to (i)
        the accuracy of the representations and warranties set forth in Section
        4 of this Agreement and in Section 6.1 of the Sale and Servicing Agreement
        and (ii) the satisfaction of the conditions set forth in this Section
        5.  

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      6. Ratification
        of Agreement. As supplemented by this Agreement, the Sale and Servicing
        Agreement is in all respects ratified and confirmed and the Sale and
        Servicing Agreement as so supplemented by this Agreement shall be read,
        taken and construed as one and the same instrument.  

      7. Counterparts.
      This Agreement may be executed in two or more counterparts (and by different
      parties in separate counterparts), each of which shall be an original but
      all of which together shall constitute one and the same instrument.  

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

 

 

 

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	     IN WITNESS WHEREOF, the Issuer,
        the Seller and the Servicer have caused this Agreement to be duly executed
        and delivered by their respective duly authorized officers as of day
        and the year first above written.
	 
	 	 
	 	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST
        2005-D-A
	 	 
	 	By: WILMINGTON TRUST COMPANY, 
	 	        not in its individual capacity but solely
        as Owner
	 	        Trustee on behalf of the Trust.
	 	 
	 	By: _____________________________

	 	         Name:
	 	         Title:
	 	 
	 	AFS SENSUB CORP., Seller,
	 	 
	 	By: _____________________________

	 	         Name:
	 	         Title:
	 	 
	 	AMERICREDIT FINANCIAL SERVICES, INC.,
	 	Servicer,
	 	 
	 	By: ______________________________

	 	         Name:
	 	         Title:
	 	 
	Acknowledged and accepted by	 
	 	 
	JPMORGAN CHASE BANK, N.A.,	 
	not in its individual capacity but solely	 
	as Trust Collateral Agent	 
	 	 
	By: ________________________________	 
	         Name:	 
	         Title:	 






 
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 Acknowledged and accepted by  

 JPMORGAN CHASE BANK, N.A., 

  not in its individual
      capacity but solely 

  as Backup Servicer  

 By: _______________________________

        Name: 

        Title:  





 
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 SCHEDULE A  

 SCHEDULE OF RECEIVABLES 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







 
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 EXHIBIT B  

 SERVICER’S CERTIFICATE  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 









Table of Contents




AmeriCredit Automobile Receivables Trust 2005-D-A


Class A-1 4.3436% Asset Backed Notes

Class A-2
4.75% Asset Backed Notes

Class A-3 4.87% Asset Backed Notes

Class A-4 5.02% Asset
Backed Notes

Servicer's Certificate



This Servicer's Certificate has been prepared
pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit
Automobile Receivables Trust 2005-D-A, as Issuer, AmeriCredit Financial Services,
Inc., as  Servicer, AFS SENSUB Corp., as Seller, and JP Morgan Chase Bank, N.A.,
as Trust Collateral Agent and Backup Servicer, dated as of November 9, 2005.
Defined terms have the meanings assigned to them in the Sale and Servicing Agreement
or in other
Transaction Documents.


The undersigned hereby certifies that no Trigger
Event has occurred on the related Determination Date and that, to the knowledge
of the Servicer, no Insurance Agreement Event of Default has occurred.

 


	
	 
	Monthly Period Beginning:

Monthly Period Ending:

Prev. Distribution/Close Date:

Distribution Date:

Days of Interest for Period:

Days in Collection Period:

Months Seasoned:	 
	
	 


 

	

    	

    	

    	

    	

    	

    	

    	

    	

    
	I.	 	MONTHLY PERIOD NOTE BALANCE CALCULATION:	 	Class A-1	Class A-2	Class A-3	Class A-4	TOTAL
	{1}	 	Original Note Balance	{1}	 	 	 	 	 
	
	
	
	
	
	
	
	
	



	{2}		Preliminary End of period Note Balance	 	{2}	
	 	 	 	 	 	

	{3}	 	Deficiency Claim Amount	 	{3}	
	 	 	 	 	 	 
	{4}	 	End of period Note Balance		{4}	
	 	 	 	 	 	

	{5}	 	Note Pool Factors {4} / {1}		{5}	
	 	 	 	 	 	



	 	 	 	 	 	 
	

    	

    	

    	

    	

    	

    
	II.	 	RECONCILIATION OF SPREAD ACCOUNT:	 	 	 
	
	
	
	
	
	

	 	 	 	 	 	 
	{6}		Preliminary End of period Spread Account balance		{6}	 
	 	 	 	 	 	

	{7}		Priority First - Deficiency Claim Amount from preliminary certificate		{7}	
	 	 	 	 	 	

	{8}		End of period Spread Account balance	 	{8}	
	 	 	 	 	 	



	 	 	 
	
	
	

	III.	 	MONTHLY PERIOD AND CUMULATIVE NUMBER OF RECEIVABLES CALCULATION:
	
	
	

	 


	 	 	 	 	 	Cumulative	Monthly
	 	 	 	 	 	
	

	{9}		Original Number of Receivables		{9}	 	 
	 	 	 	 	 	

  	

  
	{10}		Beginning of period number of Receivables	 	{10}	 	 
	{11}		Number of Subsequent Receivables Purchased	 	{11}	 	 
	{12}		Number of Receivables becoming Liquidated Receivables during period	 	{12}	 	 
	{13}		Number of Receivables becoming Purchased Receivables during period	 	{13}	 	 
	{14}		Number of Receivables paid off during period	 	{14}	 	 
	 	 	 	 	 	

  	

  
	{15}		End of period number of Receivables	 	{15}	 	 
	 	 	 	 	 	

  	

  


	 	 	 
	
	
	

	IV.	 	STATISTICAL
         DATA: (CURRENT AND HISTORICAL)
	
	
	



	 	 	 	 	 	

    	

    	

    
	 	 	 	 	 	Original	Prev. Month	Current
	 	 	 	 	 	
	
	

	{16}		Weighted Average APR of the Receivables	 	{16}	 	 	 
	{17}		Weighted Average Remaining Term of the Receivables	 	{17}	 	 	 
	{18}		Weighted Average Original Term of Receivables	 	{18}	 	 	 
	{19}		Average Receivable Balance	 	{19}	 	 	 
	{20}		Aggregate Realized Losses	 	{20}	 	 	 
	 	 	 	 	 	

  	

  	

  


	 	 	 
	
	
	

	V.	 	DELINQUENCY:
	
	
	



	 	 	 	 	

    	

    	

    
	 	Receivables with Scheduled Payment delinquent	 	 	Units	Dollars	Percentage
	 	 	 	 	
	
	

		{21}		31-60 days		{21}	 	 	 
	 	{22}		61-90 days	 	{22}	 	 	 
	 	{23}		over 90 days	 	{23}	 	 	 
	 	 	 	 	

  	

  	

  
	 	{24}		Receivables with Scheduled Payment delinquent more than 30 days at end of period	 	{24}	 	 	 
	 	 	 	 	

  	

  	

  










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	VI.	PERFORMANCE TESTS:
	
	



	 	

    	

    	

    	

    	

    	

    	

    
	 	Delinquency Ratio	 	 	 	 
		{25}		Receivables with Scheduled Payment delinquent more than 60 days ({22} + {23})		{25}	 	
	 	 	 	 	 	 	
	 
	 	{26}		Beginning of period Principal Balance	 	{26}	 	
	 	 	 	 	 	 	

  	 
	 	{27}		Delinquency Ratio {25} divided by {26}	 	{27}	 	
	 	 	 	 	 	 	 	

  
	 	{28}		Previous Monthly Period Delinquency Ratio	 	{28}	 	
	 	 	 	 	 	 	 	

  
	 	{29}		Second previous Monthly Period Delinquency Ratio	 	{29}	 	
	 	 	 	 	 	 	 	

	 	{30}		Average Delinquency Ratio ({27} + {28} + {29}) / 3	 	{30}	 	
	 	 	 	 	 	 	 	

	 	{31}		Compliance (Delinquency Test Failure is a Delinqunecy Ratio equal to or greater than 4.25%.)	 	{31}	 	
	 	 	 	 	 	 	 	

	 	
	
	
	
	
	
	



	 	 	 	 	 	 
	 	

  	

  	

  	

  	

  	

  	

  
	 	Cumulative Net Loss Rate	 	 	 	 
		{32}		Receivables becoming Liquidated Receivables during period		{32}		 
	 	 	 	 	 	 	

  	 
	 	{33}		Purchased Receivables with Scheduled Payment delinquent more than 30 days at end of period	 	{33}		 
	 	 	 	 	 	 	

  	 
	 	{34}		Liquidation Proceeds collected during period	 	{34}		 
	 	 	 	 	 	 	

  	 
	 	{35}		Net Losses during period {32} + {33} + {34}	 	{35}		 
	 	 	 	 	 	 	

  	 
	 	{36}		Net Losses since Initial Cut-off Date (Beginning of Period)	 	{36}		 
	 	 	 	 	 	 	

  	 
	 	{37}		Original Pool Balance	 	{37}		 
	 	 	 	 	 	 	

  	 
	 	{38}		Cumulative Net Loss Rate ({35} + {36}) / {37}	 	{38}		 
	 	 	 	 	 	 	 	

  
	 	{39}		Compliance (Net Loss Test Failure is a Net Loss Rate equal to or greater than 2.13%.)	 	{39}		 
	 	 	 	 	 	 	 	

  
	 	

  	

  	

  	

  	

  	

  	

  


	 	 	 	 	 	 
	 	

  	

  	

  	

  	

  	

  	

  
	 	Extension Rate	 	 	 	 
		{40}		Principal Balance of Receivables extended during current period		{40}		 
	 	 	 	 	 	 	

  	 
		{41}		Beginning of Period Aggregate Principal Balance		{41}		 
	 	 	 	 	 	 	

  	 
		{42}		Extension Rate {40} divided by {41}		{42}		 
	 	 	 	 	 	 	 	

  
		{43}		Previous Monthly Extension Rate		{43}		 
	 	 	 	 	 	 	 	

  
		{44}		Second previous Monthly Extension Rate		{44}		 
	 	 	 	 	 	 	 	

  
		{45}		Average Extension Rate ({42} +{43} +{44}) / 3		{45}		 
	 	 	 	 	 	 	 	

  
		{46}		Compliance (Extension Test Failure is an Extension Rate equal to or greater than 4.00%.)		{46}		 
	 	 	 	 	 	 	 	


	 	

  	

  	

  	

  	

  	

  	

  


 

	By:	

	Name:  	

	Title:	

	Date:	








 
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 EXHIBIT C  

 PRELIMINARY SERVICER’S CERTIFICATE 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







Table of Contents


	AmeriCredit Automobile Receivables Trust 2005-D-A
	Class A-1 4.3436% Asset Backed Notes
	Class A-2 4.75% Asset Backed Notes
	Class A-3 4.87% Asset Backed Notes
	Class A-4 5.02% Asset Backed Notes
	Preliminary Servicer's Certificate



This Servicer's Certificate has been prepared pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2005-D-A, as Issuer, AmeriCredit  Financial Services, Inc., as Servicer, AFS SENSUB Corp., as Seller, and JP Morgan Chase Bank, N.A., as Trust Collateral Agent and Backup Servicer, dated as of November 9, 2005. Defined terms have the meanings assigned
to them in the Sale and Servicing Agreement or in other Transaction Documents.



The undersigned hereby certifies that no Trigger Event has occurred on the related Determination Date and that, to the knowledge of the Servicer, no Insurance Agreement Event of Default has occurred.


	Monthly Period Beginning:	 	 	 	 	 	Original
	Monthly Period Ending:	 	Purchases	Units	Cut-off Date	Closing Date	Pool Balance
	Prev. Distribution/Close Date:	  	Initial Purchase	  	 	 	 
	Distribution Date:	 	Sub. Purchase #1	 	 	 	 
	Days of Interest for Period:	 	Sub. Purchase #2	 	 	 	 
	Days in Collection Period:	 	 	 	 	 	 
	Months Seasoned:	 	Total	 	 	 	 



I. MONTHLY PERIOD RECEIVABLES PRINCIPAL BALANCE
CALCULATION:


	 	{1}	 	Beginning of period Aggregate Principal Balance	 	 	 	{1}	 
	 	 	 	 	 	 	  	 	 	 	


	 	{2}	 	Purchase of Subsequent Receivables	 	 	 	{2}	 
	 	 	 	 	 	 	 	 	 	 	

	 	 	 	Monthly Principal Amounts	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	{3}	 	Collections on Receivables outstanding at end of period	 	{3}	____________	 
	 	 	 	{4}	 	Collections on Receivables paid off during period	 	{4}	____________	 
	 	 	 	{5}	 	Receivables becoming Liquidated Receivables during period	 	{5}	____________ 	 
	 	 	 	{6}	 	Receivables becoming Purchased Receivables during period	 	{6}	____________  	 
	 	 	 	{7}	 	Other Receivables adjustments	 	{7}	____________   	 
	 	 	 	{8}	 	Less amounts allocable to Interest	 	{8}	____________    	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	{9}	 	Total Monthly Principal Amounts	 	 	 	{9}	____________    
	 	 	 	 	 	 	 	 	 	 	 
	 	{10}	 	End of period Aggregate Principal Balance	 	 	 	{10}	____________    
	 	 	 	 	 	 	 	 	 	 	 
	 	{11}	 	Pool Factor ( {10} / Original Pool Balance)	 	 	 	{11}	 





	II.	 	 	 	MONTHLY PERIOD NOTE BALANCE CALCULATION:	 	 	 	Class A-1	Class A-2	Class A-3	Class A-4	TOTAL
	
	

   	 	 	 	 	 	 	 	 
	 	 	{12}	 	Original Note Balance	 	{12}	 	 	 	 	 	 
	
     
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	{13}	 	Beginning of period Note Balance	 	{13}	 	 	 	 	 	 
	 	 	  	 	 	 	 	

	 	 	{14}	 	Noteholders' Principal Distributable Amount	 	{14}	 	 	 	 	 	 
	 	 	{15}	 	Noteholders' Accelerated Principal Amount	 	{15}	 	 	 	 	 	 
	 	 	{16}	 	Accelerated Payment Amount Shortfall	 	{16}	 	 	 	 	 	 
	 	 	{17}	 	Deficiency Claim Amount	 	{17}	 	 	 	 	 	 
	 	 	 	 	 	 	 	

	 	 	{18}	 	End of period Note Balance	 	{18}	 	 	 	 	 	 
	 	 	 	 	 	 	 	

	 	 	{19}	 	Note Pool Factors ( {18} / {12} )	 	{19}	 	 	 	 	 	 
	 	 	 	 	 	 	 	











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	III.	 	RECONCILIATION OF PRE-FUNDING ACCOUNT:	 	  	 	 
	
	
	
	
	
	
	

	{20}	 	Beginning of period Pre-Funding Account balance	 	{20}	 	 
	 	 	 	 	 	 	

	{21}	 	Purchase of Subsequent Receivables	 	{21}	 	 
	 	 	 	 	 	
	 
	{22}	 	Investment Earnings	  	{22}	 	 
	 	 	 	 	 	
	 
	{23}	 	Investment Earnings Transfer to Collections Account	 	{23}	 	 
	 	 	 	 	 	
	 
	{24}	 	Payment of Mandatory Prepayment Amount	 	{24}	 	 
	 	 	 	 	 	
	 
	{25}	 	Total Month Activity	 	{25}	 	 
	 	 	 	 	 	 	

	{26}	 	End of period Pre-Funding Account balance	 	{26}	 	 
	 	 	 	 	 	 	






	
	
	
	
	
	
	
	
	

	IV.	 	OVERCOLLATERALIZATION AMOUNT CALCULATION	 	 	 	 	 	 
	
   
	{28}	 	Current Distribution Date Before May 2007?	 	 	 	 	 	 
	 	 	 	 	 	 	 	
	 
	{29}	 	If {28} is Yes, then Overcollateralization Amount 13%	  	 	 	 	 	 
	 	 	 	 	 	 	 	 	

	{30}	 	If {28} is No, then refer to the following table	 	3mo Avg	Cumulative	 	 	 
	 	 	 	OC Amount	Delinquency Ratio	Net Loss Ratio	 	 	 
	 	 	 	
	
	
	 	 	 



	{31}	 	Overcollateralization Amount per Table if applicable	 
	 	 	 	

	{32}	 	Overcollateralization Amount	 
	 	 	 	






	
	
	
	
	
	
	

	V.	 	CALCULATION OF PRINCIPAL DISTRIBUTABLE AMOUNT	 	 	 	 
	
   
	{27}	 	Total Monthly Principal Amounts	  	{27}	 	 
	 	 	 	 	 	 	

	{28}	 	Required Pro-forma Note Balance	 	{28}	 	 
	 	 	 	 	 	
	 
	{29}	 	Pro Forma Note Balance ({13} - {9})	 	{29}	 	 
	 	 	 	 	 	
	 
	{30}	 	Step-down Amount (Max of 0 or ({28} - {29}))	 	{30}	 	 
	 	 	 	 	 	 	

	{31}	 	Principal Distributable Amount ({27} - {30})	 	{31}	 	 
	 	 	 	 	 	 	






	
	
	
	
	
	
	

	VI.	 	RECONCILIATION OF CAPITALIZED INTEREST ACCOUNT:	 	 	 	 
	


	{32}	 	Beginning of period Capitalized Interest Account balance	 	{32}	 	 
	 	 	 	 	 	 	

	{33}	 	Monthly Capitalized Interest Amount	 	{33}	 	 
	 	 	 	 	 	
	 
	{34}	 	Investment Earnings	 	{34}	 	 
	 	 	 	 	 	
	 
	{35}	 	Investment Earnings Transfer to Collections Account	 	{35}	 	 
	 	 	 	 	 	
	 
	{36}	 	Payment of Overfunded Capitalized Interest Amount	 	{36}	 	 
	 	 	 	 	 	
	 
	{37}	 	Payment of Remaining Capitalized Interest Account	 	{37}	 	 
	 	 	 	 	 	
	 
	{38}	 	Total Monthly Activity	 	{38}	 	 
	 	 	 	 	 	 	

	{39}	 	End of period Capitalized Interest Account balance	 	{39}	 	 
	 	 	 	 	 	 	






	
	
	
	
	
	

	VII.	RECONCILIATION OF COLLECTION ACCOUNT:	 	 	 	 
	
     
	 	Available Funds:	 	 	 	 
	 	{40}	 	Collections on Receivables during period (net of Liquidation Proceeds and Fees)	 	{40}	 	 
	 	 	 	 	 	 	
	 
	 	{41}	 	Liquidation Proceeds collected during period	 	{41}	 	 
	 	 	 	 	 	 	
	 
	 	{42}	 	Purchase Amounts deposited in Collection	 	{42}	 	 
	 	 	 	 	 	 	
	 
	 	{43}	 	Investment Earnings - Collection Account	 	{43}	 	 
	 	 	 	 	 	 	
	 
	 	{44}	 	Investment Earnings - Transfer From Prefunding Account	 	{44}	 	 
	 	 	 	 	 	 	
	 
	 	{45}	 	Investment Earnings - Transfer From Capitalized Interest Account	 	{45}	 	 
	 	 	 	 	 	 	
	 
	 	{46}	 	Collection of Supplemental Servicing - Extension Fees	 	{46}	 	 
	 	 	 	 	 	 	
	 
	 	{47}	 	Collection of Supplemental Servicing - Repo and Recovery Fees Advanced	 	{47}	 	 
	 	 	 	 	 	 	
	 
	 	{48}	 	Collection of Supplemental Servicing - Late Fees	 	{48}	 	 
	 	 	 	 	 	 	
	 
	 	{49}	 	Monthly Capitalized Interest Amount	 	{49}	 	 
	 	 	 	 	 	 	
	 
	 	{50}	 	Mandatory Note Prepayment Amount	 	{50}	 	 
	 	 	 	 	 	 	 	 
	 	{51}	 	Total Available Funds	 	{51}	 	 
	 	 	 	 	 	 	 	






	 	Distributions:	 	 	 	 
	 	{52}	 	Base Servicing Fee - to Servicer	 	{52}	 	 
	 	 	 	 	 	 	
	 
	 	{53}	 	Repo and Recovery Fees - reimbursed to Servicer	 	{53}	 	 
	 	 	 	 	 	 	
	 
	 	{54}	 	Bank Service Charges - reimbursed to Servicer	 	{54}	 	 
	 	 	 	 	 	 	
	 
	 	{55}	 	Late Fees - to Servicer	 	{55}	 	 
	 	 	 	 	 	 	
	 
	 	{56}	 	Backup Servicing Fees	 	{56}	 	 
	 	 	 	 	 	 	
	 





	 	 	 	Noteholders' Interest Distributable Amount	 	 	 	 	 	 	 	 	 
	 	 	 	
	
	
	
	
	
	
	
	 	 	 	 
	 	  	 	 	Beginning	Interest	Interest	 	 	 	Calculated	 	 	 	 
	 	 	 	Class	Note Balance	Carryover	Rate	 	Days	Days Basis	Interest	 	 	 	 
	 	 	 	
	
	
	
	
	
	
	
	 	 	 	 
	 	{57}	 	Class A - 1	 	 	4.34360	%	  	Actual days/360	 	 	{57}	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{58}	 	Class A - 2	 	 	4.75000	%	 	30/360	 	 	{58}	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{59}	 	Class A - 3	 	 	4.87000	%	 	30/360	 	 	{59}	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{60}	 	Class A - 4	 	 	5.02000	%	 	30/360	 	 	{60}	 	 
	 	 	 	
	
	
	
	
	
	
	
	 	 	
	 
	 	{61}	 	Security Insurer Premiums - to Ambac	 	 	 	 	 	 	{61}	 	 
	 	 	 	 	 	 	 	 	 	 	 	
	 




	 	 	 	Noteholders' Principal Distributable Amount	 	 	 	 	 	 	 
	 	 	 	
	
	
	
	 	 	 	 
	 	 	 	 	Principal	Principal	Excess	Mandatory	Total	 	 	 	 
	 	 	 	Class	Distributable	Carryover	Principal Due	Note Prepayment	Principal	 	 	 	 
	 	 	 	
	
	
	
	
	
	 	 	 	 
	 	{62}	 	Class A - 1	 	 	 	 	 	 	{62}	 	 
	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{63}	 	Class A - 2	 	 	 	 	 	 	{63}	 	 
	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{64}	 	Class A - 3	 	 	 	 	 	 	{64}	 	 
	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	{65}	 	Class A - 4	 	 	 	 	 	 	{65}	 	 
	 	 	 	

  	

  	

  	

  	

  	

  	 	 	
	 
	 	{66}	 	Total distributions	 	 	 	 	 	{66}	 	 
	 	 	 	 	 	 	 	 	 	 	 	






	{67}	 	Excess Available Funds (or Deficiency Claim Amount )	 	{67}	 	 
	 	 	 	 	 	 	

	{68}	 	Any Remaining Amounts owed to Ambac under the Insurance Agreement	 	{68}	 	 
	 	 	 	 	 	 	

	{69}	 	Deposit to Spread Account to Increase to Required Level	 	{69}	 	 
	 	 	 	 	 	 	

	{70}	 	Noteholders' Accelerated Principal Amount	 	{70}	 	 
	 	 	 	 	 	 	

	{71}	 	Deposit to Spread Account	 	{71}	 	 
	 	 	 	 	 	 	











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	VIlI.	 	CALCULATION OF ACCELERATED PRINCIPAL AMOUNT	 	 	 	 
	

  	

  	

  	

  	

  	

	

  
	{72}	 	Excess Available Funds ({67})	 	{72}	 	 
	 	 	 	 	 	
	 
	{73}	 	Pro Forma Note Balance ({13} - {9})	 	{73}	 	 
	 	 	 	 	 	

  	 
	{74}	 	Required Pro-forma Note Balance	 	{74}	 	 
	 	 	 	 	 	

  	 
	{75}	 	Excess of Pro Forma Balance over
    Required Balance ({73} - {74})	 	{75}	 	 
	 	 	 	 	 	   	 
	{76}	 	Accelerated Principal Amount (lesser of
       {72} or {75})	 	{76}	 	 
	 	 	 	 	 	  	

  





	
	
	
	
	
	
	

	IX.	 	CALCULATION OF ACCELERATED PAYMENT AMOUNT SHORTFALL	 	 	 	 
	
	
	
	
	
	
	

	{77}	 	Pro Forma Note Balance ({13} - {9})	 	{77}	 	 
	 	 	 	 	 	

  	 
	{78}	 	Required Pro-forma Note Balance	 	{78}	 	 
	 	 	 	 	 	

  	 
	{79}	 	Excess of Pro Forma Balance over Required
    Balance ({77} - {78})	 	{79}	 	 
	 	 	 	 	 	

  	 
	{80}	 	Excess Available Funds ({67})	 	{80}	 	 
	 	 	 	 	 	

  	 
	{81}	 	Accelerated Payment Amount Shortfall ({79} - {80})	 	{81}	 	 
	 	 	 	 	 	 	






	

    	

    	

    	

    	

    	

    	

    	

    
	X.	 	RECONCILIATION OF SPREAD ACCOUNT:	 	 	 	 	 
	
	
	
	
	
	
	
	

	 	 	 	Initial	Sub #1	Sub# 2	 	Total
	 	 	 	
	
	
	
	

	{82}	 	Initial or Subsequent Spread Account Deposits	 	 	 	 	 
	

  	

  	

  	

  	

  	

  	

  	

  


	{83}	 	Beginning of period Spread Account balance	 	{83}	 	 
	 	 	 	 	 	 	 	 	

	 	 	Additions to Spread Account	 	 	 	 
	 	 	{84}	 	Deposits from Collections Account   ({69})	 	{84}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{85}	 	Investment Earnings	 	{85}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{86}	 	Deposits Related to Subsequent Receivables Purchases	 	{86}	 	 
	 	 	 	 	 	 	 	

	 
	 	 	{87}	 	Total Additions	 	{87}	 	 
	 	 	 	 	 	 	 	 	




	{88}	 	Spread Account balance available for withdrawals	 	{88}	 	 
	 	 	 	 	 	 	 	 	

	 	 	Requisite Amount of Spread Account	 	 	 	 
	 	 	{89}	 	Initial Pool Balance times 2.0%
    [                     ]	 	{89}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{90}	 	If Level I Trigger exists then greater of 6.0% of Outstanding Pool Balance or 4.0% of Initial Pool Balance	 	{90}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{91}	 	If Level II Trigger exists then 100% of Outstanding Pool Balance	 	{91}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{92}	 	Requisite Amount of Spread Account (If no Level I nor Level II Trigger exist, {89} )	 	{92}	 	 
	 	 	 	 	 	 	 	 	



	 	 	 	 	 	 	 
	 	 	Withdrawals from Spread Account	 	 	 	 
	 	 	{93}	 	Spread Account Claim Amount	 	{93}	 	 
	 	 	 	 	Any Amounts owed to the Trust Collateral Agent not paid from Collection Account	 	 	
	 
	 	 	{94}	 	Accelerated Payment Amount Shortfall =
       [                     ]	 	{94}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{95}	 	Accelerated Payment Amount Shortfall in Excess of Requisite Amount	 	{95}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{96}	 	Costs of Maintaining Security Interest not paid by Servicer	 	{96}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{97}	 	To any replacement servicer any accrued and unpaid replacement servicer fees, transition costs or additional compensation	 	{97}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{98}	 	Any Amounts owed to the Insurer not paid from Collection Account	 	{98}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{99}	 	Indemnification Amounts paid by the Servicer to the Backup Servicer	 	{99}	 	 
	 	 	 	 	 	 	 	

  	 
	 	 	{100}	 	Release to Servicer	 	{100}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{101}	 	Total withdrawals	 	{101}	 	 
	 	 	 	 	 	 	 	

	{102}	 	End of period Spread Account balance	 	{102}	 	 
	 	 	 	 	 	 	





	

    	

    	

    	

    	

    	

    	

	XI.	 	CALCULATION OF OC LEVEL AND OC PERCENTAGE	 	 	 	 
	
	
	
	
	
	
	

	 	 	{103}	 	Aggregate Principal Balance	 	{103}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{104}	 	End of period Note Balance	 	{104}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{105}	 	Line {103} less line {104} (During Funding Period amount equal to zero)	 	{105}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{106}	 	OC level {105} / {103}	 	{106}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{107}	 	Ending Spread Balance as a percentage of Aggregate Principal Balance ({102}/{103})	 	{107}	 	 
	 	 	 	 	 	 	 	
	 
	 	 	{108}	 	OC Percentage ({106} + {107})	 	{108}	 	 
	 	 	 	 	 	 	 	 	



 

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