Prepared and filed by St Ives Financial



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Exhibit
    4.2

Execution Copy

	
	
	


 

 

 

AMENDED AND RESTATED

TRUST AGREEMENT

between

AFS SENSUB CORP.

Seller

and

Wilmington Trust Company

Owner Trustee

Dated as of November 9, 2005



 

 

 

	
	
	







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TABLE OF CONTENTS

	ARTICLE I. DEFINITIONS	1
	 	 	   SECTION
    1.1.	Capitalized Terms	1
	 	 	   SECTION
    1.2.	Other Definitional
    Provisions	3
	ARTICLE II. ORGANIZATION	4
	 	 	   SECTION
    2.1.	Name	4
	 	 	   SECTION
    2.2.	Office	4
	 	 	   SECTION
    2.3.	Purposes and Powers	4
	 	 	   SECTION
    2.4.	Appointment of Owner Trustee	5
	 	 	   SECTION
    2.5.	Initial Capital Contribution of Trust Estate	5
	 	 	   SECTION
    2.6.	Declaration of Trust	5
	 	 	   SECTION
    2.7.	Title to Trust Property	5
	 	 	   SECTION
    2.8.	Situs of Trust	6
	 	 	   SECTION
    2.9.	Representations and Warranties of the Depositor	6
	 	 	   SECTION
    2.10.	Covenants of the Certificateholder	7
	 	 	   SECTION
    2.11.	Federal Income Tax
    Treatment of the Trust	7
	 	 	   SECTION
    2.12.	[Reserved]	8
	ARTICLE III. CERTIFICATE AND TRANSFER OF
        INTEREST	8
	 	 	   SECTION
    3.1.	Initial Ownership	8
	 	 	   SECTION
    3.2.	The Certificate	8
	 	 	   SECTION
    3.3.	Authentication of Certificate	8
	 	 	   SECTION
    3.4.	Registration of Transfer and Exchange of Certificate	9
	 	 	   SECTION
    3.5.	Mutilated, Destroyed, Lost or Stolen Certificates	10
	 	 	   SECTION
    3.6.	Persons Deemed Certificateholders	10
	 	 	   SECTION
    3.7.	Maintenance of Office or Agency	10
	 	 	   SECTION
    3.8.	Disposition in Whole But Not in Part	10
	 	 	   SECTION
    3.9.	ERISA Restrictions	11
	ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS	11
	 	 	   SECTION
    4.1.	Prior Notice to Holder with Respect to Certain Matters	11
	 	 	   SECTION
    4.2.	Action by Certificateholder with Respect to Certain	 
	 	 	 	Matters	11
	 	 	   SECTION
    4.3.	Restrictions on Certificateholder’s Power	12
	 	 	   SECTION
    4.4.	Rights of Security Insurer	12
	 	 	   SECTION
    4.5.	Action with Respect to Bankruptcy Action	12
	 	 	   SECTION
    4.6.	Covenants and Restrictions on Conduct of Business	13
	ARTICLE V. AUTHORITY AND DUTIES OF OWNER
        TRUSTEE	15
	 	 	   SECTION
    5.1.	General Authority	15
	 	 	   SECTION
    5.2.	General Duties	15
	 	 	   SECTION
    5.3.	Action upon Instruction	16
	 	 	   SECTION
    5.4.	No Duties Except as Specified in this Agreement or
        in	 
	 	 	 	Instructions	17






 
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	 	   SECTION
    5.5.	No Action
        Except under Specified Documents or Instructions	 17

	 	   SECTION
    5.6.	Restrictions	17
	ARTICLE VI. CONCERNING THE OWNER TRUSTEE	17
	 	   SECTION
    6.1.	Acceptance of Trusts and Duties	17
	 	   SECTION
    6.2.	Furnishing of Documents	19
	 	   SECTION
    6.3.	Representations and Warranties	19
	 	   SECTION
    6.4.	Reliance; Advice
    of Counsel	20
	 	   SECTION
    6.5.	Not Acting in Individual Capacity	20
	 	   SECTION
    6.6.	Owner Trustee Not Liable for Certificate or Receivables	20
	 	   SECTION
    6.7.	Owner Trustee May Own Notes	21
	 	   SECTION
    6.8.	Payments from Owner Trust Estate	21
	 	   SECTION
    6.9.	Doing Business in Other Jurisdictions	21
	ARTICLE VII. COMPENSATION OF OWNER TRUSTEE	22
	 	   SECTION
    7.1.	Owner Trustee’s Fees and Expenses	22
	 	   SECTION
    7.2.	Indemnification	22
	 	   SECTION
    7.3.	Payments to the Owner Trustee	22
	 	   SECTION
    7.4.	Non-recourse Obligations	22
	ARTICLE VIII. TERMINATION OF TRUST AGREEMENT	23
	 	   SECTION
    8.1.	Termination of Trust
    Agreement	23
	ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND
        ADDITIONAL	 
	OWNER TRUSTEES	24
	 	   SECTION
    9.1.	Eligibility Requirements for Owner Trustee	24
	 	   SECTION
    9.2.	Resignation or Removal of Owner Trustee	24
	 	   SECTION
    9.3.	Successor Owner Trustee	25
	 	   SECTION
    9.4.	Merger or Consolidation of Owner Trustee	26
	 	   SECTION
    9.5.	Appointment of Co-Trustee or Separate Trustee	26
	ARTICLE X. MISCELLANEOUS	27
	 	   SECTION
    10.1.	Supplements and Amendments	27
	 	   SECTION
    10.2.	No Legal Title to Owner Trust Estate in Certificateholder	28
	 	   SECTION
    10.3.	Limitations on Rights of Others	28
	 	   SECTION
    10.4.	Notices	29
	 	   SECTION
    10.5.	Severability	29
	 	   SECTION
    10.6.	Separate Counterparts	29
	 	   SECTION
    10.7.	Assignments; Security Insurer	29
	 	   SECTION
    10.8.	No Recourse	29
	 	   SECTION
    10.9.	Headings	30
	 	   SECTION
    10.10.	GOVERNING LAW	30
	 	   SECTION
    10.11.	Servicer	30
	 	   SECTION
    10.12.	Nonpetition Covenants	30
	 	   SECTION
    10.13.	Third Party Beneficiary	30


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EXHIBITS

	 	EXHIBIT A 	 FORM OF CERTIFICATE	 

	 	EXHIBIT B	 FORM
OF CERTIFICATE OF TRUST	 



  

     

 

 

 

 

 

 

 

 

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      This
    AMENDED AND RESTATED TRUST AGREEMENT dated as of November 9, 2005 between
    AFS SENSUB CORP., a Nevada corporation (the “Seller” ), and WILMINGTON
    TRUST COMPANY, a Delaware banking corporation, as Owner Trustee, amends and
    restates in its entirety that certain Trust Agreement dated as of October
    25, 2005 between the Seller and the Owner Trustee. 

 ARTICLE
    I. 

 Definitions 

      SECTION
    1.1. Capitalized Terms. For all purposes of this Agreement, the following
    terms shall have the meanings set forth below: 

     “AmeriCredit” shall
    mean AmeriCredit Financial Services, Inc. 

      “Agreement” shall
    mean this Trust Agreement, as the same may be amended and supplemented from
    time to time. 

      "Basic Documents” shall mean this Agreement, the Certificate of Trust, the Sale
    and Servicing Agreement, the Spread Account Agreement, the Insurance Agreement,
    the Indenture and the other documents and certificates delivered in connection
    therewith. 

     “Benefit Plan” shall
    have the meaning assigned to such term in Section 3.9. 

      “Certificate” means
    a trust certificate evidencing the beneficial interest of a Certificateholder
    in the Trust, substantially in the form of Exhibit A attached hereto. 

      “Certificateholder” or  “Holder” shall
    mean the person in whose name a Certificate is registered on the Certificate
    Register, initially the Seller. 

      “Certificate
    of Trust” shall mean the Certificate of Trust in the form of Exhibit B to
    be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust
    Statute. 

      “Certificate
      Register” and “Certificate Registrar” shall mean the register mentioned
      and the registrar appointed pursuant to Section 3.4. 

      “Code” shall
    mean the Internal Revenue Code of 1986, as amended from time to time, and
    Treasury Regulations promulgated thereunder. 

      “Corporate
      Trust Office” shall mean, with respect to the Owner Trustee, the principal
      corporate trust office of the Owner Trustee located at Rodney Square North,
      1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
      Trust Administration, or at such other address as the Owner Trustee may
      designate by notice to the Depositor, or the principal corporate trust
      office of any successor Owner Trustee (the address of which the successor
      owner trustee will notify the Depositor). 

      “Depositor” shall
    mean the Seller in its capacity as Depositor hereunder. 





 
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      “Distribution
      Date” shall have the meaning set forth in the Sale and Servicing Agreement. 

       “ERISA” shall
    have the meaning assigned to such term in Section 3.9. 

       “Expenses” shall
    have the meaning assigned to such term in Section 7.2. 

      “Indemnified
      Parties” shall have the meaning assigned to such term in Section 7.2. 

      “Indenture” shall
    mean the Indenture dated as of November 9, 2005, among 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. 

      “Owner
    Trust Estate” shall mean all right, title and interest of the Trust in and
    to the property and rights assigned to the Trust pursuant to Article II of
    the Sale and Servicing Agreement, all funds on deposit from time to time
    in the Trust Accounts and all other property of the Trust from time to time,
    including any rights of the Owner Trustee and the Trust pursuant to the Sale
    and Servicing Agreement and the Spread Account Agreement. 

      “Owner
      Trustee” shall mean Wilmington Trust Company, a Delaware banking corporation,
      not in its individual capacity but solely as owner trustee under this Agreement,
      and any successor Owner Trustee hereunder. 

      “Record
      Date” shall mean with respect to any Distribution Date, the close of
      business on the last Business Day immediately preceding such Distribution
      Date. 

      “Responsible
      Officer” shall mean, with respect to the Owner Trustee, any officer
      within the Corporate Trust Administration office of the Owner Trustee with
      direct responsibility for the administration of the Trust and also, with
      respect to a particular matter, any other officer to whom such matter is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject. 

      “Sale
      and Servicing Agreement” shall mean the Sale and Servicing Agreement dated
    as of November 9, 2005, among the Trust, the Seller, AmeriCredit Financial
    Services, Inc., the Trust Collateral Agent and the Backup Servicer, as the
    same may be amended and supplemented from time to time. 

       “Secretary of State” shall
    mean the Secretary of State of the State of Delaware. 

      “Security
    Insurer” shall mean Ambac Assurance Corporation, or its successor in interest. 

      “Spread
    Account” shall mean the Spread Account established and maintained pursuant
    to the Spread Account Agreement. 

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

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       “Statutory Trust Statute” shall
    mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq.
    as the same may be amended from time to time. 

      “Treasury
      Regulations” shall mean regulations, including proposed or temporary
      regulations, promulgated under the Code. References herein to specific
      provisions of proposed or temporary regulations shall include analogous
      provisions of final Treasury Regulations or other successor Treasury Regulations. 

      “Trust” shall
    mean the trust established by this Agreement. 

      “Trust
      Collateral Agent” shall mean, initially, JPMorgan Chase Bank, N.A., in its
    capacity as collateral agent, including its successors in interest, until
    and unless a successor Person shall have become the Trust Collateral Agent
    pursuant to the Sale and Servicing Agreement, and thereafter “Trust Collateral
    Agent” shall mean such successor Person. 

 SECTION 1.2. Other
      Definitional Provisions. 

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

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

      (c)
    As used in this Agreement 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 certificate or other document, and accounting terms
    partly defined in this Agreement or in any such 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 certificate or other document, as applicable.
    To the extent that the definitions of accounting terms in this Agreement
    or in any such 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 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 and Exhibit references
    contained in this Agreement are references to Sections 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. 

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 ARTICLE
    II. 

 Organization 

      SECTION 2.1. Name 

      There is hereby
    formed a trust to be known as “AmeriCredit Automobile Receivables Trust 2005-D-A,” in
    which name the Owner Trustee may conduct the business of the Trust, make
    and execute contracts and other instruments on behalf of the Trust and sue
    and be sued. 

      SECTION 2.2. Office 

      The office of
    the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such
    other address as the Owner Trustee may designate by written notice to the
    Certificateholder. 

      SECTION 2.3. Purposes
      and Powers. 

      (a)
    The purpose of the Trust is, and the Trust shall have the power and authority,
    to engage in the following activities: 

      (i)
    to issue the Notes pursuant to the Indenture and the Certificate pursuant
    to this Agreement, and to sell the Notes; 

      (ii)
    with the proceeds of the sale of the Notes, to fund the Pre-Funding Account,
    the Capitalized Interest Account and the Spread Account and to pay the organizational,
    start-up and transactional expenses of the Trust and to pay the balance to
    the Depositor pursuant to the Sale and Servicing Agreement; 

      (iii)
    to acquire from time to time the Owner Trust Estate, to assign, grant, transfer,
    pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral
    Agent pursuant to the Indenture for the benefit of the Security Insurer and
    the Indenture Trustee on behalf of the Noteholders and to hold, manage and
    distribute to the Certificateholder pursuant to the terms of the Sale and
    Servicing Agreement any portion of the Owner Trust Estate released from the
    Lien of, and remitted to the Trust pursuant to, the Indenture; 

      (iv)
    to enter into and perform its obligations under the Basic Documents to which
    it is a party; 

      (v)
    to engage in those activities, including entering into agreements, that are
    necessary, suitable or convenient to accomplish the foregoing or are incidental
    thereto or connected therewith (including the sale, from time to time, of
    Receivables at the direction of the Servicer pursuant to Section 4.3(c) of
    the Sale and Servicing Agreement) and the filing of state business licenses
    (and any renewal thereof) as prepared and instructed by the Certificateholder
    or Servicer without further consent or instruction from the Instructing Party,
    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; and 

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      (vi)
    subject to compliance with the Basic Documents, to engage in such other activities
    as may be required in connection with conservation of the Owner Trust Estate
    and the making of distributions to the Certificateholder and the Noteholders. 

 The Trust is hereby authorized
    to engage in the foregoing activities. The Trust shall not engage in any
    activity other than in connection with the foregoing or other than as required
    or authorized by the terms of this Agreement or the Basic Documents. 

      SECTION 2.4. Appointment
      of Owner Trustee 

      The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective
    as of the date hereof, to have all the rights, powers and duties set forth
    herein. The Owner Trustee hereby accepts such appointment. 

      SECTION 2.5. Initial
      Capital Contribution of Trust Estate 

      The Owner Trustee hereby acknowledges receipt in trust from SenSub Corp.
    of the sum of $1,000 which contribution shall constitute the initial Owner
    Trust Estate. AFS SenSub Corp. acknowledges that such contribution has been
    transferred to, and is being held by, JPMorgan Chase Bank, N.A., as agent
    for the Trust in an account established by JPMorgan Chase Bank, N.A., on
    behalf of the Trust, which contribution shall constitute the initial Trust
    Estate. The Depositor shall pay organizational expenses of the Trust as they
    may arise. 

      SECTION 2.6. Declaration
      of Trust 

      The Owner Trustee hereby declares that it will hold the Owner Trust Estate
    in trust upon and subject to the conditions set forth herein for the use
    and benefit of the Holder, subject to the obligations of the Trust under
    the Basic Documents. It is the intention of the parties hereto that the Trust
    constitute a statutory trust under the Statutory Trust Statute and that this
    Agreement constitute the governing instrument of such statutory trust. Effective
    as of the date hereof, the Owner Trustee shall have all rights, powers and
    duties set forth herein and to the extent not inconsistent herewith, in the
    Statutory Trust Statute with respect to accomplishing the purposes of the
    Trust. The Owner Trustee shall file the Certificate of Trust with the Secretary
    of State. 

      The
    Holder shall not have any personal liability for any liability or obligation
    of the Trust. 

      SECTION 2.7. Title
      to Trust Property. 

      (a)
    Legal title to all the Owner Trust Estate shall be vested at all times in
    the Trust as a separate legal entity except where applicable law in any jurisdiction
    requires title to any part of the Owner Trust Estate to be vested in a trustee
    or trustees, in which case title shall be deemed to be vested in
    the Owner Trustee, a co-trustee and/or a separate trustee, as the case may
    be. 

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      (b)
    The Holder shall not have legal title to any part of the Trust Property.
    The Holder shall be entitled to receive distributions with respect to its
    undivided ownership interest therein only in accordance with Article VIII.
    No transfer, by operation of law or otherwise, of any right, title or interest
    by the Certificateholder of its ownership interest in the Owner Trust Estate
    shall operate to terminate this Agreement or the trusts hereunder or entitle
    any transferee to an accounting or to the transfer to it of legal title to
    any part of the Trust Property. 

      SECTION 2.8. Situs
      of Trust 

      The Trust will be located
    and administered in the State of Delaware. All bank accounts maintained by
    the Owner Trustee on behalf of the Trust shall be located in the State of
    Delaware or the State of New York. Payments will be received by the Trust
    only in Delaware or New York and payments will be made by the Trust only
    from Delaware or New York. The Trust shall not have any employees in any
    state other than Delaware; provided, however, that nothing
    herein shall restrict or prohibit the Owner Trustee, the Servicer or any
    agent of the Trust from having employees within or without the State of Delaware.
    The only office of the Trust will be at the Corporate Trust Office located
    in Delaware. 

      SECTION 2.9. Representations
      and Warranties of the Depositor 

      The
    Depositor makes the following representations and warranties on which the
    Owner Trustee relies
    in accepting the Owner Trust Estate in trust and issuing the Certificate
    and upon which the Security Insurer relies in issuing the Note Policy. 

      (a) Organization
      and Good Standing. The Depositor is duly organized and validly existing
      as a Nevada corporation with power and authority to own its properties
      and to conduct its business as such properties are currently owned and
      such business is presently conducted and is proposed to be conducted pursuant
      to this Agreement and the Basic Documents. 

      (b) Due
      Qualification. It 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 its property, the
      conduct of its business and the performance of its obligations under this
      Agreement and the Basic Documents requires such qualification. 

      (c) Power
      and Authority. The Depositor has the corporate power and authority
      to execute and deliver this Agreement and to carry out its terms; the Depositor
      has full power and authority to sell and assign the property to be sold
      and assigned to and deposited with the Trust and the Depositor has duly
      authorized such sale and assignment and deposit to the Trust by all necessary
      corporate action; and the execution, delivery and performance of this Agreement
      has been duly authorized by the Depositor by all necessary corporate action. 

      (d) No
      Consent Required. No consent, license, approval or authorization or
      registration or declaration with, any Person or with any governmental authority,
      bureau or agency
        is required in connection with the execution, delivery or performance
        of this Agreement and the Basic Documents, except for such as have been
      obtained, effected or made.

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     (e)       No
  Violation. The consummation of the transactions contemplated by this Agreement
  and the fulfillment of the terms hereof do 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 certificate of incorporation or by-laws
  of the Depositor, or any material indenture, agreement or other instrument to
  which the Depositor is a party or by which it is bound; nor result in the creation
  or imposition of any Lien upon any of its properties pursuant to the terms of
  any such indenture, agreement or other instrument (other than pursuant to the
  Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge,
  any order, rule or regulation applicable to the Depositor of any court or of
  any federal or state regulatory body, administrative agency or other governmental
  instrumentality having jurisdiction over the Depositor or its properties.

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

     SECTION 2.10. Covenants
of the Certificateholder

     The Certificateholder
agrees:

     (a)       to
    be bound by the terms and conditions of the Certificate of which the Holder
    is the beneficial owner and of this Agreement, including any supplements
    or amendments hereto and to perform the obligations of a Holder as set forth
    therein or herein, in all respects as if it were a signatory hereto. This
    undertaking is made for the benefit of the Trust, the Owner Trustee and the
Security Insurer; and

     (b)       until
    the completion of the events specified in Section 8.1(d), not to, for any
    reason, institute proceedings for the Trust to be adjudicated a bankrupt
    or insolvent, or consent to the institution of bankruptcy or insolvency proceedings
    against the Trust, or file a petition seeking or consenting to reorganization
    or relief under any applicable federal or state law relating to bankruptcy,
    or consent to the appointment of a receiver, liquidator, assignee, trustee,
    sequestrator (or other similar official) of the Trust or a substantial part
    of its property, or cause or permit the Trust to make any assignment for
    the benefit of its creditors, or admit in writing its inability to pay its
    debts generally as they become due, or declare or effect a moratorium on
its debt or take any action in furtherance of any such action.

     SECTION 2.11. Federal
Income Tax Treatment of the Trust.

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      (a)
    For so long as the Trust has a single owner for federal income tax purposes,
    it will, pursuant to Treasury Regulations promulgated under section 7701
    of the Code, be disregarded as an entity distinct from the Certificateholder
    for all federal income tax purposes. Accordingly, for federal income tax
    purposes, the Certificateholder will be treated as (i) owning all assets
    owned by the Trust and (ii) having incurred all liabilities incurred by the
    Trust, and all transactions between the Trust and the Certificateholder will
    be disregarded. 

      (b)
    Neither the Owner Trustee nor any Certificateholder will, under any circumstances,
    and at any time, make an election on IRS Form 8832 or otherwise, to classify
    the Trust as an association taxable as a corporation for federal, state or
    any other applicable tax purpose. 

      (c)
    In the event that the Trust has two or more equity owners for federal income
    tax purposes, the Trust will be treated as a partnership. At any such time
    that the Trust has two or more equity owners, this Agreement will be amended,
    in accordance with Section 10.1 herein, and appropriate provisions will be
    added so as to provide for treatment of the Trust as a partnership. 

      SECTION 2.12. [Reserved] 

 ARTICLE
    III. 

Certificate and Transfer
      of Interest 

      SECTION 3.1. Initial
      Ownership 

      Upon the formation of the Trust by the contribution by the Depositor pursuant
    to Section 2.5 and until the issuance of the Certificate to the initial Certificateholder,
    the Depositor shall be the sole beneficiary of the Trust. 

      SECTION 3.2. The Certificate 

      The Certificate shall
    be executed on behalf of the Trust by manual or facsimile signature of an
    authorized officer of the Owner Trustee. A Certificate bearing the manual
    or facsimile signatures of individuals who were, at the time when such signatures
    shall have been affixed, authorized to sign on behalf of the Trust, shall
    be validly issued and entitled to the benefit of this Agreement, notwithstanding
    that such individuals or any of them shall have ceased to be so authorized
    prior to the authentication and delivery of such Certificate or did not hold
    such offices at the date of authentication and delivery of such Certificate.
    A transferee of a Certificate shall become a Certificateholder, and shall
    be entitled to the rights and subject to the obligations of a Certificateholder
    hereunder, upon due registration of such Certificate in such transferee’s
    name pursuant to Section 3.4. 

      SECTION 3.3. Authentication
      of Certificate 

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      Concurrently with
    the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner
    Trustee shall cause the Certificate to be executed on behalf of the Trust,
    authenticated and delivered to or upon the written order of the Depositor,
    signed by its chairman of the board, its president or any vice president,
    its treasurer or any assistant treasurer without further corporate action
    by the Depositor, in authorized denominations. No Certificate shall entitle
    its holder to any benefit under this Agreement, or shall be valid for any
    purpose, unless there shall appear on such Certificate a certificate of authentication
    substantially in the form set forth in Exhibit A, executed by the Owner Trustee
    or Wilmington Trust Company as the Owner Trustee’s authentication agent,
    by manual signature; such authentication shall constitute conclusive evidence
    that such Certificate shall have been duly authenticated and delivered hereunder.
    The Certificate shall be dated the date of its authentication. 

      SECTION 3.4. Registration
      of Transfer and Exchange of Certificate 

      The Certificate Registrar
    shall keep or cause to be kept, at the office or agency maintained pursuant
    to Section 3.7, a Certificate Register in which, subject to such reasonable
    regulations as it may prescribe, the Owner Trustee shall provide for the
    registration of the Certificate and of transfers and exchanges of the Certificate
    as herein provided. Wilmington Trust Company shall be the initial Certificate
    Registrar. 

      The
    Certificate Registrar shall provide the Trust Collateral Agent with the name
    and address of the Certificateholder on the Closing Date. Upon any transfers
    of the Certificate, the Certificate Registrar shall notify the Trust Collateral
    Agent of the name and address of the transferee in writing, by facsimile,
    on the day of such transfer. 

      Upon
    surrender for registration of transfer of the Certificate at the office or
    agency maintained pursuant to Section 3.7, the Owner Trustee shall execute,
    authenticate and deliver (or shall cause Wilmington Trust Company as its
    authenticating agent to authenticate and deliver), in the name of the designated
    transferee, a new Certificate dated the date of authentication by the Owner
    Trustee or any authenticating agent. 

      A
    Certificate presented or surrendered for registration of transfer or exchange
    shall be accompanied by a written instrument of transfer in form satisfactory
    to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder
    or his attorney duly authorized in writing, with such signature guaranteed
    by an “eligible guarantor institution” meeting the requirements of the Certificate
    Registrar, which requirements include membership or participation in the
    Securities Transfer Agent’s Medallion Program (“STAMP” ) or such other “signature
    guarantee program” as may be determined by the Certificate Registrar in addition
    to, or in substitution for, STAMP, all in accordance with the Exchange Act.
    Each Certificate surrendered for registration of transfer or exchange shall
    be canceled and subsequently disposed of by the Owner Trustee in accordance
    with its customary practice. 

      No
    service charge shall be made for any registration of transfer or exchange
    of the Certificate, but the Owner Trustee or the Certificate Registrar may
    require payment of a sum sufficient to cover any tax or governmental charge
    that may be imposed in connection with any transfer or exchange of the Certificate. 

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      SECTION 3.5. Mutilated,
      Destroyed, Lost or Stolen Certificates 

      If
    (a) any mutilated Certificate shall be surrendered to the Certificate Registrar,
    or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction,
    loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar,
    the Owner Trustee and (unless an Insurer Default shall have occurred and
    be continuing) the Security Insurer, such security or indemnity as may be
    required by them to save each of them harmless, then in the absence of notice
    that such Certificate shall have been acquired by a bona fide purchaser,
    the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee,
    or Wilmington Trust Company, as the Owner Trustee’s authenticating agent,
    shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
    destroyed, lost or stolen Certificate, a new Certificate of like class, tenor
    and denomination. In connection with the issuance of any new Certificate
    under this Section, the Owner Trustee or the Certificate Registrar may require
    the payment of a sum sufficient to cover any tax or other governmental charge
    that may be imposed in connection therewith. Any duplicate Certificate issued
    pursuant to this Section shall constitute conclusive evidence of an ownership
    interest in the Trust, as if originally issued, whether or not the lost,
    stolen or destroyed Certificate shall be found at any time. 

      SECTION 3.6. Persons
      Deemed Certificateholders 

      Every Person by virtue
    of becoming a Certificateholder in accordance with this Agreement shall be
    deemed to be bound by the terms of this Agreement. Prior to due presentation
    of the Certificate for registration of transfer, the Owner Trustee, the Certificate
    Registrar and the Security Insurer and any agent of the Owner Trustee, the
    Certificate Registrar and the Security Insurer, may treat the person in whose
    name any Certificate shall be registered in the Certificate Register as the
    owner of such Certificate for the purpose of receiving distributions pursuant
    to the Sale and Servicing Agreement and for all other purposes whatsoever,
    and none of the Owner Trustee, the Certificate Registrar or the Security
    Insurer nor any agent of the Owner Trustee, the Certificate Registrar or
    the Security Insurer shall be bound by any notice to the contrary. 

      SECTION 3.7. Maintenance
      of Office or Agency 

      The Owner Trustee
    shall maintain an office or offices or agency or agencies where the 

      Certificate may be surrendered
    for registration of transfer or exchange and where notices and demands to
    or upon the Owner Trustee in respect of the Certificate and the Basic Documents
    may be served. The Owner Trustee initially designates the Corporate Trust
    Office for such purposes. The Owner Trustee shall give prompt written notice
    to the Depositor, the Certificateholder and (unless an Insurer Default shall
    have occurred and be continuing) the Security Insurer of any change in the
    location of the Certificate Register or any such office or agency. 

      SECTION 3.8. Disposition
      in Whole But Not in Part 

      The Certificate
    may be transferred in whole but not in part. Any attempted transfer of the Certificate
    that would divide the ownership of the Owner Trust Estate shall be void.
    The Certificate
    is only transferable (i) to an Affiliate of AmeriCredit Corp. whose stock
    has been pledged to the Security Insurer or (ii) to another entity with the
    prior written consent of the  Security Insurer in its
    sole discretion. The Owner Trustee shall cause any Certificate issued to
    contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER
    THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT.” 

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      SECTION 3.9. ERISA
      Restrictions 

      The Certificate may
    not be acquired by or for the account of (i) an employee benefit plan (as
    defined in Section 3(3) of the Employee Retirement Income Security Act of
    1974, as amended (“ERISA” )) that is subject to the provisions of Title I
    of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code) that
    is subject to Section 4975 of the Code, or (iii) any entity whose underlying
    assets include assets of a plan described in (i) or (ii) above by reason
    of such plan’s investment in the entity (each, a “Benefit Plan” ). By accepting
    and holding its beneficial ownership interest in its Certificate, the Holder
    thereof shall be deemed to have represented and warranted that it is not
    a Benefit Plan. 

 ARTICLE
    IV. 

 Voting Rights and
      Other Actions 

      SECTION 4.1. Prior
      Notice to Holder with Respect to Certain Matters 

      With respect to the
    following matters, the Owner Trustee shall not take action unless at least
    30 days before the taking of such action, the Owner Trustee shall have notified
    the Certificateholder in writing of the proposed action and the Certificateholder
    shall not have notified the Owner Trustee in writing prior to the 30th day
    after such notice is given that the Certificateholder has withheld consent
    or provided alternative direction: 

      (a)
    the election by the Trust to file an amendment to the Certificate of Trust
    (unless such amendment is required to be filed under the Statutory Trust
    Statute or unless such amendment would not materially and adversely affect
    the interests of the Holder); 

      (b)
    the amendment of the Indenture by a supplemental indenture in circumstances
    where the consent of any Noteholder is required; 

      (c)
    the amendment of the Indenture by a supplemental indenture in circumstances
    where the consent of any Noteholder is not required and such amendment materially
    adversely affects the interest of the Certificateholder; or 

      (d)
    except pursuant to Section 12.1(b) of the Sale and Servicing Agreement, the
    amendment, change or modification of the Sale and Servicing Agreement, except
    to cure any ambiguity or defect or to amend or supplement any provision in
    a manner that would not materially adversely affect the interests of the
    Certificateholder. 

The Owner Trustee shall
    notify the Certificateholder in writing of any appointment of a successor
    Note Registrar or Trust Collateral Agent within five Business Days after
    receipt of notice thereof. 

      SECTION 4.2. Action
      by Certificateholder with Respect to Certain Matters 

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      The Owner Trustee shall
    not have the power, except upon the direction of the Certificateholder or
    the Security Insurer in accordance with the Basic Documents, to (a) remove
    the Servicer under the Sale and Servicing Agreement pursuant to Section 9.2
    thereof or (b) except as expressly provided in the Basic Documents, sell
    the Receivables after the termination of the Indenture. The Owner Trustee
    shall take the actions referred to in the preceding sentence only upon written
    instructions signed by the Certificateholder and the furnishing of indemnification
    satisfactory to the Owner Trustee by the Certificateholder. 

      SECTION 4.3. Restrictions
      on Certificateholder’s Power. 

      (a)
    The Certificateholder shall not direct the Owner Trustee to take or refrain
    from taking any action if such action or inaction would be contrary to any
    obligation of the Trust or the Owner Trustee under this Agreement or any
    of the Basic Documents or would be contrary to Section 2.3 nor shall the
    Owner Trustee be obligated to follow any such direction, if given. 

      (b)
    The Certificateholder shall not have any right by virtue or by availing itself
    of any provisions of this Agreement to institute any suit, action, or proceeding
    in equity or at law upon or under or with respect to this Agreement or any
    Basic Document, unless the Certificateholder is the Instructing Party pursuant
    to Section 5.3 and unless the Certificateholder previously shall have given
    to the Owner Trustee a written notice of default and of the continuance thereof,
    as provided in this Agreement, and also unless the Certificateholder shall
    have made written request upon the Owner Trustee to institute such action,
    suit or proceeding in its own name as Owner Trustee under this Agreement
    and shall have offered to the Owner Trustee such reasonable indemnity as
    it may require against the costs, expenses and liabilities to be incurred
    therein or thereby, and the Owner Trustee, for 30 days after its receipt
    of such notice, request, and offer of indemnity, shall have neglected or
    refused to institute any such action, suit, or proceeding, and during such
    30-day period no request or waiver inconsistent with such written request
    has been given to the Owner Trustee pursuant to and in compliance with this
    Section or Section 5.3. For the protection and enforcement of the provisions
    of this Section, the Certificateholder and the Owner Trustee shall be entitled
    to such relief as can be given either at law or in equity. 

      SECTION 4.4. Rights
      of Security Insurer 

      Notwithstanding anything to the contrary in the Basic Documents, without
    the prior written consent of the Security Insurer (so long as no Insurer
    Default shall have occurred and be continuing), the Owner Trustee shall not
    (i) remove the Servicer, (ii) initiate any claim, suit or proceeding by the
    Trust or compromise any claim, suit or proceeding brought by or against the
    Trust, other than with respect to the enforcement of any Receivable or any
    rights of the Trust thereunder, (iii) authorize the merger or consolidation
    of the Trust with or into any other statutory trust or other entity (other
    than in accordance with Section 3.10 of the Indenture) or (iv) amend the
    Certificate of Trust (unless such amendment is required to be filed under
    the Statutory Trust Statute). 

      SECTION 4.5. Action
      with Respect to Bankruptcy Action 

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      (a)
    The Trust shall not, without the prior written consent of the Owner Trustee,
    (a) institute any proceedings to adjudicate the Trust a bankrupt or insolvent,
    (b) consent to the institution of bankruptcy or insolvency proceedings against
    the Trust, (c) file a petition seeking or consenting to reorganization or
    relief under any applicable federal or state law relating to bankruptcy with
    respect to the Trust, (d) consent to the appointment of a receiver, liquidator,
    assignee, trustee, sequestrator (or other similar official) of the Trust
    or a substantial part of its property, (e) make any assignment for the benefit
    of the Trust’s creditors; (f) cause the Trust to admit in writing its inability
    to pay its debts generally as they become due; or (g) take any action in
    furtherance of any of the foregoing (any of the above foregoing actions,
    a “Bankruptcy Action” ). In considering whether to give or withhold
    written consent to a Bankruptcy Action by the Trust, the Owner Trustee, with
    the consent of the Certificateholders (hereby given, which consent the Certificateholders
    believe to be in the best interests of the Certificateholders and the Trust),
    shall consider the interest of the Noteholders and the Security Insurer in
    addition to the interests of the Trust and whether the Trust is insolvent; provided, however, that
    the Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders
    or the Security Insurer. The Owner Trustee shall have no duty to give such
    written consent to a Bankruptcy Action by the Trust if the Owner Trustee
    shall not have been furnished (at the expense of the Trust) or the Person
    that requested that such letter be furnished to the Owner Trustee) a letter
    from an independent accounting firm of national reputation stating that in
    the opinion of such firm the Trust is then insolvent. The Owner Trustee (as
    such and in its individual capacity) shall not be personally liable to any
    Person on account of the Owner Trustee’s good faith reliance on the provisions
    of this Section or in connection with the Owner Trustee’s giving prior written
    consent to a Bankruptcy Action by the Trust in accordance herewith, or withholding
    such consent, in good faith, and neither the Trust nor any Certificateholder
    shall have any claim for breach of fiduciary duty or otherwise against the
    Owner Trustee (as such and in its individual capacity) for giving or withholding
    its consent to any such Bankruptcy Action. 

      (b)
    The parties hereto stipulate and agree that no Certificateholder has power
    to commence any Bankruptcy Action on the part of the Trust or to direct the
    Owner Trustee to take any Bankruptcy Action on the part of the Trust except
    as provided in Section 4.5(a). To the extent permitted by applicable law,
    the consent of the Security Insurer and the Trust Collateral Agent shall
    be obtained prior to taking any Bankruptcy Action by the Trust. 

      (c)
    The provisions of this Section do not constitute an acknowledgement or admission
    by the Trust, the Owner Trustee, any Certificateholder or any creditor of
    the Trust that the Trust is eligible to be a debtor, under the United States
    Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended. 

      SECTION 4.6. Covenants
      and Restrictions on Conduct of Business. 

      (a)
    The Owner Trustee on behalf of the Trust agrees to abide by the following
    restrictions: 

      (i)
    other than as contemplated by the Basic Documents and related documentation,
    the Trust shall not incur any indebtedness; 

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       (ii)  other  than as contemplated by the Basic Documents and related documentation, the
    Trust shall not engage in any dissolution, liquidation, consolidation, merger
or sale of assets; 

       (iii)  the
      Trust shall not engage in any business activity in which it is not currently
      engaged other than as contemplated by the Basic Documents and related documentation;
  and 

       (iv)  the
        Trust shall not form, or cause to be formed, any subsidiaries and shall not
        own or acquire any asset other than as contemplated by the Basic Documents
    and related documentation. 

       (b)  The
      Owner Trustee on behalf of the Trust shall: 

       (i)  maintain
        books and records separate from any other person or entity; 

       (ii)  maintain
          its office and bank accounts separate from any other person or entity; (iii)  not
      commingle its assets with those of any other person or entity; 

       (iv)  conduct
          its own business in its own name and use stationery or other business forms
      under its own name and not that of any Certificateholder or any Affiliate; 

       (v)  other
            than as contemplated by the Basic Documents and related documentation, pay
            its own liabilities and expenses only out of its own funds; 

       (vi)  observe
        all formalities required under the Statutory Trust Statute; 

       (vii)  not
          guarantee or become obligated for the debts of any other person or entity;     

       (viii)  not
                hold out its credit as being available to satisfy the obligation
    of any other person or entity; 

       (ix)   not
            acquire the obligations or securities of its Certificateholders or its Affiliates; 

       (x)  other
                  than as contemplated by the Basic Documents and related documentation, not
                  make loans to any other person or entity or buy or hold evidence of indebtedness
              issued by any other person or entity; 

       (xi)  other
                  than as contemplated by the Basic Documents and related documentation, not
              pledge its assets for the benefit of any other person or entity; 

       (xii)  hold
                  itself out as a separate entity from each Certificateholder and not conduct
              any business in the name of any Certificateholder; 

       (xiii)  correct
              any known misunderstanding regarding its separate identity; 

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     (xiv)  not
  identify itself as a division of any other person or entity; and

     (xv)  except
    as required or specifically provided in the Trust Agreement, the Trust will
    conduct business with the Certificateholders or any Affiliate thereof on
an arm’s length basis.

     (c)   So
    long as the Notes or any other amounts owed under the Indenture remain outstanding,
    the Trust shall not amend this Section 4.6 unless the Rating Agency Condition
    has been satisfied and without the prior written consent of the Security
Insurer.

ARTICLE
V.

     Authority
and Duties of Owner Trustee

     SECTION 5.1. General
Authority.

     (a)  The
    Owner Trustee is authorized and directed to execute and deliver the Basic
    Documents to which the Trust is named as a party, each certificate or other
    document attached as an exhibit to or contemplated by the Basic Documents
    to which the Trust is named as a party and any amendment thereto and on behalf
    of the Trust, each state business license (and any renewal thereof) prepared
    by the Certificateholder or Servicer, 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, in each
    case, in such form as the Depositor shall approve as evidenced conclusively
    by the Owner Trustee’s execution thereof, and on behalf of the Trust, to
    direct the Indenture Trustee to authenticate and deliver Class A-1 Notes
    in the aggregate principal amount of $245,000,000, Class A-2 Notes in the
    aggregate principal amount of $321,000,000, Class A-3 Notes in the aggregate
    principal amount of $595,000,000 and Class A-4 Notes in the aggregate principal
    amount of $239,000,000. In addition to the foregoing, the Owner Trustee is
    authorized, but shall not be obligated, to take all actions required of the
    Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
    from time to time to take such action as the Instructing Party recommends
    with respect to the Basic Documents so long as such activities are consistent
with the terms of the Basic Documents.

     (b)  The
    Owner Trustee shall sign on behalf of the Trust any applicable tax returns
    of the Trust, unless applicable law requires a Certificateholder to sign
such documents.

     SECTION 5.2. General
Duties

     It
    shall be the duty of the Owner Trustee to discharge (or cause to be discharged)
    all of its responsibilities pursuant to the terms of this Agreement and the
    Sale and Servicing Agreement and to administer the Trust in the interest
    of the Holder, subject to the Basic Documents and in accordance with the
    provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee
    shall be deemed to have discharged its duties and responsibilities hereunder
    and under the Basic Documents to the extent the Servicer has agreed in the
    Sale and Servicing Agreement to perform any act or to discharge any duty
    of the Trust or the Owner Trustee hereunder or under any Basic Document,
and the Owner Trustee shall not be liable for  the default or failure
    of the Servicer to carry out its obligations under the Sale and Servicing
Agreement. 

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      SECTION 5.3. Action
      upon Instruction. 

      (a)
    Subject to Article IV and the terms of the Spread Account Agreement, the
    Security Insurer (so long as an Insurer Default shall not have occurred and
    be continuing) or the Certificateholder (if an Insurer Default shall have
    occurred and be continuing) (the “Instructing Party” ) shall have the
    exclusive right to direct the actions of the Owner Trustee in the management
    of the Trust, so long as such instructions are not inconsistent with the
    express terms set forth herein or in any Basic Document, provided, however, that
    the Owner Trustee shall be permitted to treat the Security Insurer as the
    Instructing Party until such time as the Owner Trustee has received written
    notice that the Security Insurer is no longer the Instructing Party as a
    result of the occurrence and continuance of an Insurer Default. The Instructing
    Party shall not instruct the Owner Trustee in a manner inconsistent with
    this Agreement or the Basic Documents. 

      (b)
    The Owner Trustee shall not be required to take any action hereunder or under
    any Basic Document if the Owner Trustee shall have reasonably determined,
    or shall have been advised by counsel, that such action is likely to result
    in liability on the part of the Owner Trustee or is contrary to the terms
    hereof or of any Basic Document or is otherwise contrary to law. 

      (c)
    Whenever the Owner Trustee is unable to decide between alternative courses
    of action permitted or required by the terms of this Agreement or any Basic
    Document, the Owner Trustee shall promptly give notice (in such form as shall
    be appropriate under the circumstances) to the Instructing Party requesting
    instruction as to the course of action to be adopted, and to the extent the
    Owner Trustee acts in good faith in accordance with any written instruction
    of the Instructing Party received, the Owner Trustee shall not be liable
    on account of such action to any Person. If the Owner Trustee shall not have
    received appropriate instruction within ten days of such notice (or within
    such shorter period of time as reasonably may be specified in such notice
    or may be necessary under the circumstances) it may, but shall be under no
    duty to, take or refrain from taking such action, not inconsistent with this
    Agreement or the Basic Documents, as it shall deem to be in the best interests
    of the Certificateholder, and shall have no liability to any Person for such
    action or inaction. 

      (d)
    In the event that the Owner Trustee is unsure as to the application of any
    provision of this Agreement or any Basic Document or any such provision is
    ambiguous as to its application, or is, or appears to be, in conflict with
    any other applicable provision, or in the event that this Agreement permits
    any determination by the Owner Trustee or is silent or is incomplete as to
    the course of action that the Owner Trustee is required to take with respect
    to a particular set of facts, the Owner Trustee may give notice (in such
    form as shall be appropriate under the circumstances) to the Instructing
    Party requesting instruction and, to the extent that the Owner Trustee acts
    or refrains from acting in good faith in accordance with any such instruction
    received, the Owner Trustee shall not be liable, on account of such action
    or inaction, to any Person. If the Owner Trustee shall not have received
    appropriate instruction within 10 days of such notice (or within such shorter
    period of time as reasonably may be specified in such notice  or may be necessary
    under the circumstances) it may, but shall be under no duty to, take or refrain
    from taking such action, not inconsistent with this Agreement or the Basic
    Documents, as it shall deem to be in the best interests of the Certificateholder,
    and shall have no liability to any Person for such action or inaction. 

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      SECTION 5.4. No Duties
      Except as Specified in this Agreement or in Instructions 

      The Owner Trustee shall
    not have any duty or obligation to manage, make any payment with respect
    to, register, record, sell, dispose of, or otherwise deal with the Owner
    Trust Estate, or to otherwise take or refrain from taking any action under,
    or in connection with, any document contemplated hereby to which the Owner
    Trustee is a party, except as expressly provided by the terms of this Agreement
    or in any document or written instruction received by the Owner Trustee pursuant
    to Section 5.3; and no implied duties or obligations shall be read into this
    Agreement or any Basic Document against the Owner Trustee. The Owner Trustee
    shall have no responsibility for filing any financing or continuation statement
    in any public office at any time or to otherwise perfect or maintain the
    perfection of any security interest or lien granted to it hereunder or to
    prepare or file any Commission filing (including any filings required pursuant
    to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder)
    for the Trust or to record this Agreement or any Basic Document. The Owner
    Trustee nevertheless agrees that it will, at its own cost and expense, promptly
    take all action as may be necessary to discharge any Liens on any part of
    the Owner Trust Estate that result from actions by, or claims against, the
    Owner Trustee (solely in its individual capacity) and that are not related
    to the ownership or the administration of the Owner Trust Estate. 

      SECTION 5.5. No Action
      Except under Specified Documents or Instructions 

      The Owner Trustee shall
    not manage, control, use, sell, dispose of or otherwise deal with any part
    of the Owner Trust Estate except (i) in accordance with the powers granted
    to and the authority conferred upon the Owner Trustee pursuant to this Agreement,
    (ii) in accordance with the Basic Documents and (iii) in accordance with
    any document or instruction delivered to the Owner Trustee pursuant to Section
    5.3. 

      SECTION 5.6. Restrictions 

      The Owner Trustee
    shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section
    2.3 or (b) that, to the actual knowledge of the Owner Trustee, would result
    in the Trust’s becoming taxable as a corporation for federal income tax purposes.
    The Certificateholder shall not direct the Owner Trustee to take action that
    would violate the provisions of this Section. 

 ARTICLE
    VI. 

 Concerning the Owner
      Trustee 

      SECTION 6.1. Acceptance
      of Trusts and Duties 

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      The Owner Trustee accepts
    the trusts hereby created and agrees to perform its duties hereunder with
    respect to such trusts but only upon the terms of this Agreement. The Owner
    Trustee also agrees to disburse all moneys actually received by it constituting
    part of the Owner Trust Estate upon the terms of the Basic Documents and
    this Agreement. The Owner Trustee shall not be answerable or accountable
    hereunder or under any Basic Document under any circumstances, except (i)
    for its own willful misconduct, bad faith or negligence, (ii) in the case
    of the inaccuracy of any representation or warranty contained in Section
    6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from
    the failure of the Owner Trustee to perform obligations expressly undertaken
    by it in the last sentence of Section 5.4 hereof, (iv) for any investments
    issued by the Owner Trustee or any branch or affiliate thereof in its commercial
    capacity or (v) for taxes, fees or other charges on, based on or measured
    by, any fees, commissions or compensation received by the Owner Trustee.
    In particular, but not by way of limitation (and subject to the exceptions
    set forth in the preceding sentence): 

      (a)
    the Owner Trustee shall not be liable for any error of judgment made by a
    Responsible Officer of the Owner Trustee (except in the case of willful misconduct,
    bad faith or negligence); 

      (b)
    the Owner Trustee shall not be liable with respect to any action taken or
    omitted to be taken by it in accordance with the instructions of the Instructing
    Party, the Servicer or the Certificateholder; 

      (c)
    no provision of this Agreement or any Basic Document shall require the Owner
    Trustee to expend or risk funds or otherwise incur any financial liability
    in the performance of any of its rights or powers hereunder or under any
    Basic Document if the Owner Trustee shall have reasonable grounds for believing
    that repayment of such funds or adequate indemnity against such risk or liability
    is not reasonably assured or provided to it; 

      (d)
    under no circumstances shall the Owner Trustee be liable for indebtedness
    evidenced by or arising under any of the Basic Documents, including the principal
    of and interest on the Notes; 

      (e)
    the Owner Trustee shall not be responsible for or in respect of the validity
    or sufficiency of this Agreement or for the due execution hereof by the Depositor
    or for the form, character, genuineness, sufficiency, value or validity of
    any of the Owner Trust Estate or for or in respect of the validity or sufficiency
    of the Basic Documents, other than the certificate of authentication on the
    Certificate, and the Owner Trustee shall in no event assume or incur any
    liability, duty or obligation to the Security Insurer, Trustee, Trust Collateral
    Agent, the Collateral Agent, any Noteholder or to any Certificateholder,
    other than as expressly provided for herein and in the Basic Documents; 

      (f)
    the Owner Trustee shall not be liable for the default or misconduct of the
    Security Insurer, the Trustee, the Trust Collateral Agent or the Servicer
    under any of the Basic Documents or otherwise and the Owner Trustee shall
    have no obligation or liability to perform the obligations under this Agreement
    or the Basic Documents that are required to be performed by the Trustee under
    the Indenture or the Trust Collateral Agent or the Servicer under the Sale
    and Servicing Agreement; and 

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      (g)
    the Owner Trustee shall be under no obligation to exercise any of the rights
    or powers vested in it by this Agreement, or to institute, conduct or defend
    any litigation under this Agreement or otherwise or in relation to this Agreement
    or any Basic Document, at the request, order or direction of the Instructing
    Party or the Certificateholder, unless such Instructing Party or Certificateholder
    has offered to the Owner Trustee security or indemnity satisfactory to it
    against the costs, expenses and liabilities that may be incurred by the Owner
    Trustee therein or thereby. The right of the Owner Trustee to perform any
    discretionary act enumerated in this Agreement or in any Basic Document shall
    not be construed as a duty, and the Owner Trustee shall not be answerable
    for other than its negligence, bad faith or willful misconduct in the performance
    of any such act. 

      SECTION 6.2. Furnishing
      of Documents 

      The Owner Trustee shall
    furnish to the Certificateholder promptly upon receipt of a written request
    therefor, duplicates or copies of all reports, notices, requests, demands,
    certificates, financial statements and any other instruments furnished to
    the Owner Trustee under the Basic Documents. 

      SECTION 6.3. Representations
      and Warranties 

      The Owner Trustee
    hereby represents and warrants to the Depositor, the Holder and the Security Insurer (which
    shall have relied on such representations and warranties in issuing the Note
    Policy), that: 

      (a)
    It is a Delaware banking corporation, duly organized and validly existing
    in good standing under the laws of the State of Delaware. It has all requisite
    corporate power and authority to execute, deliver and perform its obligations
    under this Agreement. 

      (b)
    It has taken all corporate action necessary to authorize the execution and
    delivery by it of this Agreement, and this Agreement will be executed and
    delivered by one of its officers who is duly authorized to execute and deliver
    this Agreement on its behalf. 

      (c)
    Neither the execution nor the delivery by it of this Agreement, nor the consummation
    by it of the transactions contemplated hereby nor compliance by it with any
    of the terms or provisions hereof will contravene any federal or Delaware
    state law, governmental rule or regulation governing the banking or trust
    powers of the Owner Trustee or any judgment or order binding on it, or constitute
    any default under its charter documents or by-laws or any indenture, mortgage,
    contract, agreement or instrument to which it is a party or by which any
    of its properties may be bound. 

      (d)
    The Agreement has been, or, when executed and delivered will have been, duly
    authorized, validly executed and delivered by the Owner Trustee and constitutes,
    a valid and binding agreement of the Owner Trustee, enforceable against the
    Owner Trustee in accordance with its terms, except to the extent that enforceability
    may (A) be subject to insolvency, reorganization, moratorium, or other similar
    laws, regulations or procedures of general applicability now or hereinafter
    in effect relating to or affecting creditor’s rights generally and (B) be
    limited by general principles of equity (whether considered in a proceeding
    at law or in equity). 

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      SECTION 6.4. Reliance;
      Advice of Counsel. 

      (a)
    The Owner Trustee shall incur no liability to anyone in acting upon any signature,
    instrument, notice, resolution, request, consent, order, certificate, report,
    opinion, bond or other document or paper believed by it to be genuine and
    believed by it to be signed by the proper party or parties. The Owner Trustee
    may accept a certified copy of a resolution of the board of directors or
    other governing body of any corporate party as conclusive evidence that such
    resolution has been duly adopted by such body and that the same is in full
    force and effect. As to any fact or matter the method of the determination
    of which is not specifically prescribed herein, the Owner Trustee may for
    all purposes hereof rely on a certificate, signed by the president or any
    vice president or by the treasurer, secretary or other authorized officers
    of the relevant party, as to such fact or matter, and such certificate shall
    constitute full protection to the Owner Trustee for any action taken or omitted
    to be taken by it in good faith in reliance thereon. 

      (b)
    In the exercise or administration of the trusts hereunder and in the performance
    of its duties and obligations under this Agreement or the Basic Documents,
    the Owner Trustee (i) may act directly or through its agents or attorneys
    pursuant to agreements entered into with any of them, and the Owner Trustee
    shall not be liable for the conduct or misconduct of such agents or attorneys
    if such agents or attorneys shall have been selected by the Owner Trustee
    with reasonable care, and (ii) may consult with counsel, accountants and
    other skilled persons to be selected with reasonable care and employed by
    it. The Owner Trustee shall not be liable for anything done, suffered or
    omitted in good faith by it in accordance with the written opinion or advice
    of any such counsel, accountants or other such persons and according to such
    opinion not contrary to this Agreement or any Basic Document. 

      SECTION 6.5. Not Acting
      in Individual Capacity 

      Except as provided
    in this Article VI, in accepting the trust hereby created Wilmington Trust Company acts solely as
    Owner Trustee hereunder and not in its individual capacity and all Persons
    having any claim against the Owner Trustee by reason of the transactions
    contemplated by this Agreement or any Basic Document shall look only to the
    Owner Trust Estate for payment or satisfaction thereof. 

      SECTION 6.6. Owner
      Trustee Not Liable for Certificate or Receivables 

      The
    recitals contained herein and in the Certificate (other than the signature
    and countersignature
    of the Owner Trustee on the Certificate) shall be taken as the statements
    of the Depositor and the Owner Trustee assumes no responsibility for the
    correctness thereof. The Owner Trustee makes no representations as to the
    validity or sufficiency of this Agreement, of any Basic Document or of the
    Certificate (other than the signature and countersignature of the Owner Trustee
    on the Certificate) or the Notes, or of any Receivable or related documents.
    The Owner Trustee shall at no time have any responsibility or liability for
    or with respect to the legality, validity and enforceability of any Receivable,
    or the perfection and priority of any security interest created by any Receivable
    in any Financed Vehicle or the maintenance of any such perfection and priority,
    or for or with respect to the sufficiency of the Owner Trust Estate or its
    ability to generate the payments to be distributed to Certificateholder under
    this Agreement or the Noteholders under the Indenture, including, without
    limitation: the existence, condition and  ownership of any Financed
    Vehicle; the existence and enforceability of any insurance thereon; the existence
    and contents of any Receivable on any computer or other record thereof; the
    validity of the assignment of any Receivable to the Trust or of any intervening
    assignment; the completeness of any Receivable; the performance or enforcement
    of any Receivable; the compliance by the Depositor, the Servicer or any other
    Person with any warranty or representation made under any Basic Document
    or in any related document or the accuracy of any such warranty or representation
    or any action of the Trustee or the Servicer or any subservicer taken in
    the name of the Owner Trustee. 

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      SECTION 6.7. Owner
      Trustee May Own Notes 

      The Owner Trustee in its individual or any other capacity may become the
    owner or pledgee of the Notes and may deal with the Depositor, the Trustee
    and the Servicer in banking transactions with the same rights as it would
    have if it were not Owner Trustee. 

      SECTION 6.8. Payments
      from Owner Trust Estate 

      All payments to be made by the Owner Trustee under this Agreement or any
    of the Basic Documents to which the Trust or the Owner Trustee is a party
    shall be made only from the income and proceeds of the Owner Trust Estate
    and only to the extent that the Owner Trustee shall have received income
    or proceeds from the Owner Trust Estate to make such payments in accordance
    with the terms hereof. Wilmington Trust Company, or any successor thereto,
    in its individual capacity, shall not be liable for any amounts payable under
    this Agreement or any of the Basic Documents to which the Trust or the Owner
    Trustee is a party. 

      SECTION 6.9. Doing
      Business in Other Jurisdictions 

      Notwithstanding
    anything contained herein to the contrary, neither Wilmington Trust Company or any
    successor thereto, nor the Owner Trustee shall be required to take any action
    in any jurisdiction other than in the State of Delaware if the taking of
    such action will, even after the appointment of a co-trustee or separate
    trustee in accordance with Section 9.5 hereof, (i) require the consent or
    approval or authorization or order of or the giving of notice to, or the
    registration with or the taking of any other action in respect of, any state
    or other governmental authority or agency of any jurisdiction other than
    the State of Delaware; (ii) result in any fee, tax or other governmental
    charge under the laws of the State of Delaware becoming payable by Wilmington
    Trust Company (or any successor thereto); or (iii) subject Wilmington Trust
    Company (or any successor thereto) to personal jurisdiction in any jurisdiction
    other than the State of Delaware for causes of action arising from acts unrelated
    to the consummation of the transactions by Wilmington Trust Company (or any
    successor thereto) or the Owner Trustee, as the case may be, contemplated
    hereby. 

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 ARTICLE
    VII. 

 Compensation of Owner
      Trustee 

      SECTION
    7.1. Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive
    as compensation for its services hereunder such fees as have been separately
    agreed upon before the date hereof between AmeriCredit and the Owner Trustee,
    and the Owner Trustee shall be entitled to be reimbursed by the Depositor
    for its other reasonable expenses hereunder, including the reasonable compensation,
    expenses and disbursements of such agents, representatives, experts and counsel
    as the Owner Trustee may employ in connection with the exercise and performance
    of its rights and its duties hereunder and under the Basic Documents. AmeriCredit
    Corp. shall be jointly and severally liable for the fees and expenses owing
    to the Owner Trustee under this Section 7.1. 

      SECTION 7.2. Indemnification 

      The Depositor
    shall be liable as primary obligor for, and shall indemnify the 

 Owner Trustee and its
    officers, directors, successors, assigns, agents and servants (collectively,
    the “Indemnified Parties” ) from and against, any and all liabilities,
    obligations, losses, damages, taxes, claims, actions and suits, and any and
    all reasonable costs, expenses and disbursements (including reasonable legal
    fees and expenses) of any kind and nature whatsoever (collectively, “Expenses” )
    which may at any time be imposed on, incurred by, or asserted against the
    Owner Trustee or any Indemnified Party in any way relating to or arising
    out of this Agreement, the Basic Documents, the Owner Trust Estate, the administration
    of the Owner Trust Estate or the action or inaction of the Owner Trustee
    hereunder, except only that the Depositor shall not be liable for or required
    to indemnify the Owner Trustee from and against Expenses arising or resulting
    from any of the matters described in the third sentence of Section 6.1. The
    indemnities contained in this Section and the rights under Section 7.1 shall
    survive the resignation or termination of the Owner Trustee or the termination
    of this Agreement. In any event of any claim, action or proceeding for which
    indemnity will be sought pursuant to this Section, the Owner Trustee’s choice
    of legal counsel shall be subject to the approval of the Depositor which
    approval shall not be unreasonably withheld. AmeriCredit Corp. shall be jointly
    and severally liable for the indemnification duties and obligations of the
    Depositor which are described in this Section 7.2. 

      SECTION 7.3. Payments
      to the Owner Trustee 

      Any amounts paid to the Owner Trustee pursuant to this Article VII shall
    be deemed not to be a part of the Owner Trust Estate immediately after such
    payment. 

      SECTION 7.4. Non-recourse
      Obligations 

      Notwithstanding
    anything in this Agreement or any Basic Document, the Owner Trustee agrees in its
    individual capacity and in its capacity as Owner Trustee for the Trust that
    all obligations of the Trust to the Owner Trustee individually or as Owner
    Trustee for the Trust shall be with recourse to the Owner Trust Estate only
    and specifically shall be without recourse to the assets of the Holder. 

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 ARTICLE
    VIII. 

 Termination of Trust
      Agreement 

      SECTION 8.1. Termination
      of Trust Agreement. 

      (a)
    This Agreement and the Trust shall terminate in accordance with Section 3808
    of the Statutory Trust Statute and be of no further force or effect upon
    the latest of (i) the maturity or other liquidation of the last Receivable
    (including the purchase by the Servicer at its option or by the Seller at
    its option of the corpus of the Trust as described in Section 10.1 of the
    Sale and Servicing Agreement) and the subsequent distribution of amounts
    in respect of such Receivables as provided in the Basic Documents, or (ii)
    the payment to the Certificateholder of all amounts required to be paid to
    it pursuant to this Agreement and the payment to the Security Insurer of
    all amounts payable or reimbursable to it pursuant to the Sale and Servicing
    Agreement or the Insurance Agreement; provided, however, that
    the rights to indemnification under Section 7.2 and the rights under Section
    7.1 shall survive the termination of the Trust. The Seller or the Servicer
    shall promptly notify the Owner Trustee and the Security Insurer of any prospective
    termination pursuant to this Section. The bankruptcy, liquidation, dissolution,
    death or incapacity of the Certificateholder, shall not (x) operate to terminate
    this Agreement or the Trust, nor (y) entitle the Certificateholder’s legal
    representatives or heirs to claim an accounting or to take any action or
    proceeding in any court for a partition or winding up of all or any part
    of the Trust or Owner Trust Estate nor (z) otherwise affect the rights, obligations
    and liabilities of the parties hereto. 

      (b)
    Neither the Depositor nor the Certificateholder shall be entitled to revoke
    or terminate the Trust. 

      (c)
    Notice of any termination of the Trust, specifying the Distribution Date
    upon which the Certificateholder shall surrender the Certificate to the Trust
    Collateral Agent for payment of the final distribution and cancellation,
    shall be given by the Owner Trustee by letter to the Certificateholder mailed
    within five Business Days of receipt of notice of such termination from the
    Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement,
    stating (i) the Distribution Date upon or with respect to which final payment
    of the Certificate shall be made upon presentation and surrender of the Certificate
    at the office of the Trust Collateral Agent therein designated, (ii) the
    amount of any such final payment, (iii) that the Record Date otherwise applicable
    to such Distribution Date is not applicable, payments being made only upon
    presentation and surrender of the Certificate at the office of the Trust
    Collateral Agent therein specified and (iv) interest will cease to accrue
    on the Certificate. The Owner Trustee shall give such notice to the Trust
    Collateral Agent and the Security Insurer at the time such notice is given
    to the Certificateholder. Upon presentation and surrender of the Certificate,
    the Trust Collateral Agent shall cause to be distributed to the Certificateholder
    amounts distributable on such Distribution Date pursuant to Section 5.7 of
    the Sale and Servicing Agreement. 

      In
    the event that the Certificateholder shall not surrender the Certificate
    for cancellation within six months after the date specified in the above
    mentioned written notice, the Owner Trustee shall give a second written notice
    to the Certificateholder to surrender the Certificate for cancellation and
    receive the final distribution with respect thereto. If within one  year
    after the second notice the Certificate shall not have been surrendered for
    cancellation,
    the Owner Trustee may take appropriate steps, or may appoint an agent to
    take appropriate steps, to contact the Certificateholder concerning surrender
    of its Certificate, and the cost thereof shall be paid out of the funds and
    other assets that shall remain subject to this Agreement. Any funds remaining
    in the Trust after exhaustion of such remedies shall be distributed, subject
    to applicable escheat laws, by the Owner Trustee to the Holder. 

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      (d)
    Upon the completion of the winding up of the Trust in accordance with Section
    3808 of the Statutory Trust Statute and its termination, the Owner Trustee
    shall cause the Certificate of Trust to be canceled by filing a certificate
    of cancellation with the Secretary of State in accordance with the provisions
    of Section 3810 of the Statutory Trust Statute. 

 ARTICLE
    IX. 

 Successor Owner Trustees
      and Additional Owner Trustees 

      SECTION 9.1. Eligibility
      Requirements for Owner Trustee 

      The Owner Trustee shall at all times be a corporation (i) satisfying the
    provisions of Section 3807(a) of the Statutory Trust Statute; (ii) authorized
    to exercise corporate trust powers; (iii) having a combined capital and surplus
    of at least $50,000,000 and subject to supervision or examination by federal
    or state authorities; and (iv) acceptable to the Security Insurer in its
    sole discretion, so long as an Insurer Default shall not have occurred and
    be continuing. If such corporation shall publish reports of condition at
    least annually, pursuant to law or to the requirements of the aforesaid supervising
    or examining authority, then for the purpose of this Section, the combined
    capital and surplus of such corporation shall be deemed to be its combined
    capital and surplus as set forth in its most recent report of condition so
    published. In case at any time the Owner Trustee shall cease to be eligible
    in accordance with the provisions of this Section, the Owner Trustee shall
    resign immediately in the manner and with the effect specified in Section
    9.2. 

      SECTION 9.2. Resignation
      or Removal of Owner Trustee 

      The Owner Trustee may
    at any time resign and be discharged from the trusts hereby created by giving
    written notice thereof to the Depositor, the Security Insurer and the Servicer.
    Upon receiving such notice of resignation, the Depositor shall promptly appoint
    a successor Owner Trustee by written instrument, in duplicate, one copy of
    which instrument shall be delivered to the resigning Owner Trustee and one
    copy to the successor Owner Trustee, provided that the Depositor shall have
    received written confirmation from each of the Rating Agencies that the proposed
    appointment will not result in an increased capital charge to the Security
    Insurer by either of the Rating Agencies. If no successor Owner Trustee shall
    have been so appointed and have accepted appointment within 30 days after
    the giving of such notice of resignation, the resigning Owner Trustee or
    the Security Insurer may petition any court of competent jurisdiction for
    the appointment of a successor Owner Trustee. 

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       If
    at any time the Owner Trustee shall cease to be eligible in accordance with
    the provisions of Section 9.1 and shall fail to resign after written request
    therefor by the Depositor,  or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt
      or insolvent, or a receiver of the Owner Trustee or of its property shall
      be appointed, or any public officer shall take charge or control of the Owner
      Trustee or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor with the consent of the Security
      Insurer (so long as an Insurer Default shall not have occurred and be continuing)
      may remove the Owner Trustee. If the Depositor shall remove the Owner Trustee
      under the authority of the immediately preceding sentence, the Depositor
      shall promptly appoint a successor Owner Trustee by written instrument, in
      duplicate, one copy of which instrument shall be delivered to the outgoing
      Owner Trustee so removed, one copy to the Security Insurer and one copy to
      the successor Owner Trustee and payment of all fees owed to the outgoing
    Owner Trustee. 

      Any
    resignation or removal of the Owner Trustee and appointment of a successor
    Owner Trustee pursuant to any of the provisions of this Section shall not
    become effective until acceptance of appointment by the successor Owner Trustee
    pursuant to Section 9.3 and payment of all fees and expenses owed to the
    outgoing Owner Trustee. The Depositor shall provide notice of such resignation
    or removal of the Owner Trustee to each of the Rating Agencies. 

      SECTION 9.3. Successor
      Owner Trustee 

      Any successor Owner Trustee appointed pursuant to Section 9.2 shall execute,
    acknowledge and deliver to the Depositor, the Servicer, the Security Insurer
    and to its predecessor Owner Trustee an instrument accepting such appointment
    under this Agreement, and thereupon the resignation or removal of the predecessor
    Owner Trustee shall become effective and such successor Owner Trustee, without
    any further act, deed or conveyance, shall become fully vested with all the
    rights, powers, duties and obligations of its predecessor under this Agreement,
    with like effect as if originally named as Owner Trustee. The predecessor
    Owner Trustee shall upon payment of its fees and expenses deliver to the
    successor Owner Trustee all documents and statements and monies held by it
    under this Agreement; and the Depositor and the predecessor Owner Trustee
    shall execute and deliver such instruments and do such other things as may
    reasonably be required for fully and certainly vesting and confirming in
    the successor Owner Trustee all such rights, powers, duties and obligations. 

      No
    successor Owner Trustee shall accept appointment as provided in this Section
    unless at the time of such acceptance such successor Owner Trustee shall
    be eligible pursuant to Section 9.1. 

      Upon
    acceptance of appointment by a successor Owner Trustee pursuant to this Section,
    the Servicer shall mail notice of the successor of such Owner Trustee to
    the Certificateholder, the Trustee, the Noteholders, the Security Insurer
    and the Rating Agencies. If the Servicer shall fail to mail such notice within
    10 days after acceptance of appointment by the successor Owner Trustee, the
    successor Owner Trustee shall cause such notice to be mailed at the expense
    of the Servicer. 

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      SECTION 9.4. Merger
      or Consolidation of Owner Trustee 

      Any corporation into which the Owner Trustee may be merged or converted or
    with which it may be consolidated, or any corporation resulting from any
    merger, conversion or consolidation to which the Owner Trustee shall be a
    party, or any corporation succeeding to all or substantially all of the corporate
    trust business of the Owner Trustee, shall be the successor of the Owner
    Trustee hereunder, provided such corporation shall be eligible pursuant to
    Section 9.1, without the execution or filing of any instrument or any further
    act on the part of any of the parties hereto, anything herein to the contrary
    notwithstanding; provided, further, that the Owner Trustee
    shall mail notice of such merger or consolidation to the Rating Agencies
    and the Security Insurer. 

      SECTION 9.5. Appointment
      of Co-Trustee or Separate Trustee 

      Notwithstanding any other provisions of this Agreement, at any time, for
    the purpose of meeting any legal requirements of any jurisdiction in which
    any part of the Owner Trust Estate or any Financed Vehicle may at the time
    be located, the Servicer and the Owner Trustee acting jointly shall have
    the power and shall execute and deliver all instruments to appoint one or
    more Persons approved by the Owner Trustee and the Security Insurer to act
    as co-trustee, jointly with the Owner Trustee, or separate trustee or separate
    trustees, of all or any part of the Owner Trust Estate, and to vest in such
    Person, in such capacity, such title to the Trust, or any part thereof, and,
    subject to the other provisions of this Section, such powers, duties, obligations,
    rights and trusts as the Servicer and the Owner Trustee may consider necessary
    or desirable. If the Servicer shall not have joined in such appointment within
    15 days after the receipt by it of a request to do so, the Owner Trustee
    subject, unless an Insurer Default shall have occurred and be continuing,
    to the approval of the Security Insurer (which approval shall not be unreasonably
    withheld) shall have the power to make such appointment. No co-trustee or
    separate trustee under this Agreement shall be required to meet the terms
    of eligibility as a successor trustee pursuant to Section 9.1 and no notice
    of the appointment of any co-trustee or separate trustee shall be required
    pursuant to Section 9.3. 

      Each
    separate trustee and co-trustee shall, to the extent permitted by law, be
    appointed and act subject to the following provisions and conditions: 

      (i)
    all rights, powers, duties and obligations conferred or imposed upon the
    Owner Trustee shall be conferred upon and exercised or performed by the Owner
    Trustee and such separate trustee or co-trustee jointly (it being understood
    that such separate trustee or co-trustee is not authorized to act separately
    without the Owner Trustee joining in such act), except to the extent that
    under any law of any jurisdiction in which any particular act or acts are
    to be performed, the Owner Trustee shall be incompetent or unqualified to
    perform such act or acts, in which event such rights, powers, duties and
    obligations (including the holding of title to the Trust or any portion thereof
    in any such jurisdiction) shall be exercised and performed singly by such
    separate trustee or co-trustee, but solely at the direction of the Owner
    Trustee; 

      (ii)
    no trustee under this Agreement shall be personally liable by reason of any
    act or omission of any other trustee under this Agreement; and 

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      (iii)
    the Servicer and the Owner Trustee acting jointly may at any time accept
    the resignation of or remove any separate trustee or co-trustee. 

      Any
    notice, request or other writing given to the Owner Trustee shall be deemed
    to have been given to each of the then separate trustees and co-trustees,
    as effectively as if given to each of them. Every instrument appointing any
    separate trustee or co-trustee shall refer to this Agreement and the conditions
    of this Article. Each separate trustee and co-trustee, upon its acceptance
    of the trusts conferred, shall be vested with the estates or property specified
    in its instrument of appointment, either jointly with the Owner Trustee or
    separately, as may be provided therein, subject to all the provisions of
    this Agreement, specifically including every provision of this Agreement
    relating to the conduct of, affecting the liability of, or affording protection
    to, the Owner Trustee. Each such instrument shall be filed with the Owner
    Trustee and a copy thereof given to the Servicer and the Security Insurer. 

      Any
    separate trustee or co-trustee may at any time appoint the Owner Trustee,
    its agent or attorney-in-fact with full power and authority, to the extent
    not prohibited by law, to do any lawful act under or in respect of this Agreement
    on its behalf and in its name. If any separate trustee or co-trustee shall
    die, become incapable of acting, resign or be removed, all of its estates,
    properties, rights, remedies and trusts shall vest in and be exercised by
    the Owner Trustee, to the extent permitted by law, without the appointment
    of a new or successor trustee. 

 ARTICLE
    X. 

 Miscellaneous 

      SECTION 10.1. Supplements
      and Amendments. 

      (a)
    This Agreement may be amended by the Depositor and the Owner Trustee, with
    the prior written consent of the Security Insurer (so long as an Insurer
    Default shall not have occurred and be continuing) and with prior written
    notice to the Rating Agencies, without the consent of any of the Noteholders
    or the Certificateholder, (i) to cure any ambiguity or defect or (ii) to
    correct, supplement or modify any provisions in this Agreement; provided, however,
    that such action shall not, as evidenced by an Opinion of Counsel which may
    be based upon a certificate of the Servicer, adversely affect in any material
    respect the interests of any Noteholder or Certificateholder. 

      (b)
    This Agreement may also be amended from time to time, with the prior written
    consent of the Security Insurer (so long as an Insurer Default shall not
    have occurred and be continuing) by the Depositor and the Owner Trustee,
    with prior written notice to the Rating Agencies, to the extent such amendment
    materially and adversely affects the interests of the Noteholders, with the
    consent of the Noteholders evidencing not less than a majority of the Outstanding
    Amount of the Notes, and the consent of the Certificateholder (which consent
    of any Holder of a Certificate or Note given pursuant to this Section or
    pursuant to any other provision of this Agreement shall be conclusive and
    binding on such Holder) 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 or the Certificateholder; provided, however,
    that subject to the express rights of the Security Insurer under the Basic
    Documents, 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 the Certificateholder
    or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes
    and the Certificate Balance required to consent to any such amendment, without
    the consent of the Holders of all the outstanding Notes and the Certificateholder. 

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      Promptly
    after the execution of any such amendment or consent, the Owner Trustee shall
    furnish written notification of the substance of such amendment or consent
    to the Certificateholder, the Trustee and each of the Rating Agencies. 

      It
    shall not be necessary for the consent of Certificateholder, the Noteholders
    or the Trustee pursuant to this Section to approve the particular form of
    any proposed amendment or consent, but it shall be sufficient if such consent
    shall approve the substance thereof. The manner of obtaining such consents
    (and any other consents of the Certificateholder provided for in this Agreement
    or in any other Basic Document) and of evidencing the authorization of the
    execution thereof by Certificateholder shall be subject to such reasonable
    requirements as the Owner Trustee may prescribe. Promptly after the execution
    of any amendment to the Certificate of Trust, the Owner Trustee shall cause
    the filing of such amendment with the Secretary of State. 

      Prior
    to the execution of any amendment to this Agreement or the Certificate of
    Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion
    of Counsel stating that the execution of such amendment is authorized or
    permitted by this Agreement and that all conditions precedent to the execution
    and delivery of such amendment have been satisfied. The Owner Trustee may,
    but shall not be obligated to, enter into any such amendment which affects
    the Owner Trustee’s own rights, duties or immunities under this Agreement
    or otherwise. 

      SECTION 10.2. No Legal
      Title to Owner Trust Estate in Certificateholder 

      The Certificateholder
    shall not have legal title to any part of the Owner Trust Estate. The Certificateholder
    shall be entitled to receive distributions in accordance with Article VIII.
    No transfer, by operation of law or otherwise, of any right, title or interest
    of the Certificateholder to and in its ownership interest in the Owner Trust
    Estate shall operate to terminate this Agreement or the trust hereunder or
    entitle any transferee to an accounting or to the transfer to it of legal
    title to any part of the Owner Trust Estate. 

      SECTION 10.3. Limitations
      on Rights of Others 

      The
    provisions of this Agreement are solely for the benefit of the Owner Trustee,
    the Depositor, the Certificateholder,
    the Servicer and, to the extent expressly provided herein, the Security Insurer,
    the Trustee and the Noteholders, and 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 10.4. Notices. 

      (a)
    Unless otherwise expressly specified or permitted by the terms hereof, all
    notices shall be in writing and shall be deemed given upon receipt personally
    delivered, delivered by overnight courier or mailed first class mail or certified
    mail, in each case return receipt requested, and shall be deemed to have
    been duly given upon receipt, if to the Owner Trustee, addressed to the Corporate
    Trust Office; if to the Depositor, addressed to AFS SenSub Corp., 2265 B
    Renaissance Drive, Suite 17, Las Vegas, Nevada 89119, Attention: Chief Financial
    Officer, with a copy to AFS SenSub Corp., c/o AmeriCredit Financial Services,
    Inc., as Administrator, 801 Cherry Street, Suite 3900, Fort Worth, Texas
    76102, Attention: Chief Financial Officer; if to the Security Insurer, addressed
    to Security Insurer, Ambac Assurance Corporation, One State Street Plaza,
    New York, New York 10004, Attention: Structured Finance Department – ABS,
    Facsimile No.: (212) 208-3547, Confirmation: (212) 668-0340 (in each case
    in which notice or other communication to Ambac refers to an Event of Default,
    a claim on the Note Policy or with respect to which failure on the part of
    Ambac 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 the General Counsel “URGENT MATERIAL ENCLOSED” ); or, as to each
    party, at such other address as shall be designated by such party in a written
    notice to each other party. 

      (b)
    Any notice required or permitted to be given to a Certificateholder shall
    be given by first-class mail, postage prepaid, at the address of the Holder.
    Any notice so mailed within the time prescribed in this Agreement shall be
    conclusively presumed to have been duly given, whether or not the Certificateholder
    receives such notice. 

      SECTION 10.5. 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 10.6. 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 10.7. Assignments;
      Security Insurer 

      This Agreement
    shall inure to the benefit of and be binding upon the parties hereto and
    the Security Insurer and
    their respective successors and permitted assigns. 

      SECTION 10.8. No Recourse 

      The
    Certificateholder by accepting a Certificate acknowledges that the Certificate
    represents a
    beneficial interest in the Trust only and does not represent interests in
    or obligations of the Seller, the Servicer, the Owner Trustee, the Trustee,
    the Security Insurer or any Affiliate thereof  and no recourse may be
    had against such parties or their assets, except as may be expressly set
    forth or contemplated in this Agreement, the Certificate or the Basic Documents.

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      SECTION 10.9. 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 10.10. GOVERNING
      LAW 

      THIS AGREEMENT
    SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
    LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
    AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
    DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

      SECTION 10.11. Servicer 

      The Servicer is authorized
    to prepare, or cause to be prepared, execute and deliver on behalf of the
    Trust all such documents, reports, filings, instruments, certificates and
    opinions as it shall be the duty of the Trust or Owner Trustee to prepare,
    file or deliver pursuant to the Basic Documents. Upon written request, the
    Owner Trustee shall execute and deliver to the Servicer a limited power of
    attorney appointing the Servicer the Trust’s agent and attorney-in-fact to
    prepare, or cause to be prepared, execute and deliver all such documents,
    reports, filings, instruments, certificates and opinions. 

      SECTION 10.12. Nonpetition
      Covenants 

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

      SECTION 10.13. Third
      Party Beneficiary 

      The Security Insurer
    shall be an express third party beneficiary of this Agreement, entitled to
    enforce the provisions hereof as if a party hereto. 

 [Remainder
    of page intentionally left blank.] 

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

	 	WILMINGTON TRUST
        COMPANY,
	 	      as
        Owner Trustee
	 	 
	 	By: /s/ Anita E.
        Dallago
	 	

    
	 	      Name:
        Anita E. Dallago
	 	      Title:
        Senior Financial Services Officer
	 	 
	 	AFS SENSUB CORP.,
	 	 
	 	By: /s/ Sheli Fitzgerald
	 	

    
	 	      Name:
        Sheli Fitzgerald
	 	      Title:
        Vice President, Structured Finance


 ACKNOWLEDGED AND AGREED
    TO: 

 AMERICREDIT CORP., 

 Solely with respect to
    Sections 7.1 and 7.2 

 By: /s/ Susan B. Sheffield                                   

        Name: Susan B. Sheffield 

      Title: Senior Vice President, Structured Finance 

 

 [Amended and Restated
    Trust Agreement] 







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 EXHIBIT A 

 NUMBER 

R-1 

 SEE REVERSE
    FOR CERTAIN DEFINITIONS 

 THIS CERTIFICATE IS NOT
    TRANSFERABLE, 

  EXCEPT UNDER THE LIMITED CONDITIONS  

  SPECIFIED
  IN THE TRUST AGREEMENT

  _________________________________ 

  

 ASSET
    BACKED CERTIFICATE 

 evidencing a beneficial
    ownership interest in certain distributions of the Trust, as defined below,
    the property of which includes a pool of retail installment sale contracts
    secured by new or used automobiles, vans or light duty trucks and sold to
    the Trust by AFS SenSub Corp. 

 (This Certificate
      does not represent an interest in or obligation of AFS SenSub Corp. or
      any of its Affiliates, except to the extent described below.) 

      THIS
    CERTIFIES THAT AFS SenSub Corp. is the registered owner of a nonassessable,
    fully-paid, beneficial ownership interest in certain distributions of AmeriCredit
    Automobile Receivables Trust 2005-D-A (the “Trust” ) formed by AFS SenSub
    Corp., a Nevada corporation (the “Seller” ). 

 OWNER
    TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

 This is the Certificate
    referred to in the within-mentioned Trust Agreement. 

 WILMINGTON TRUST COMPANY
    not 

	in its individual 

	capacity but solely as 

	Owner Trustee 

 by:
______________________________

  Authenticating Agent 

by:
  ______________________________









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      The
    Trust was created pursuant to a Trust Agreement dated as of October 25, 2005,
    as amended and restated as of November 9, 2005 (the “Trust Agreement” ), between
    the Seller and Wilmington Trust Company, as owner trustee (the “Owner
    Trustee” ),
    a summary of certain of the pertinent provisions of which is set forth below.
    To the extent not otherwise defined herein, the capitalized terms used herein
    have the meanings assigned to them in the Trust Agreement. 

      This
    is the duly authorized Certificate designated as “Asset Backed Certificate” (herein
    called the “Certificate” ). Also issued under the Indenture, dated as of November
    9, 2005, among the Trust, JPMorgan Chase Bank, N.A., as trustee and indenture
    collateral agent, are four classes of Notes designated as “Class
    A-1 4.3436% Asset Backed Notes” (the “Class A-1 Notes” ), “Class
    A-2 4.75% Asset Backed Notes” (the “Class A-2 Notes” ), “Class A-3
    4.87% Asset Backed Notes” (the “Class
    A-3 Notes” ) and “Class A-4 5.02% Asset Backed Notes” (the “Class
    A-4 Notes” and
    together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
    Notes, the “Notes” ). This Certificate is issued under and is subject to the
    terms, provisions and conditions of the Trust Agreement, to which Trust Agreement
    the holder of this Certificate by virtue of the acceptance hereof assents
    and by which such holder is bound. The property of the Trust includes a pool
    of retail installment sale contracts secured by new and used automobiles,
    vans or light duty trucks (the “Receivables” ), all monies due thereunder
    on or after the Initial Cutoff Date, in the case of the Initial Receivables,
    and the Subsequent Cutoff Date, in the case of the Subsequent Receivables,
    security interests in the vehicles financed thereby, certain bank accounts
    and the proceeds thereof, proceeds from claims on certain insurance policies
    and certain other rights under the Trust Agreement and the Sale and Servicing
    Agreement, all right, to and interest of the Seller in and to the Purchase
    Agreement dated as of November 9, 2005 among AmeriCredit Financial Services,
    Inc. and the Seller and all proceeds of the foregoing. 

      The
    holder of this Certificate acknowledges and agrees that its rights to receive
    distributions in respect of this Certificate are subordinated to the rights
    of the Noteholders as described in the Sale and Servicing Agreement, the
    Indenture and the Trust Agreement, as applicable. 

      Distributions
    on this Certificate will be made as provided in the Trust Agreement or any
    other Basic Document by wire transfer or check mailed to the Certificateholder
    without the presentation or surrender of this Certificate or the making of
    any notation hereon. Except as otherwise provided in the Trust Agreement
    and notwithstanding the above, the final distribution on this Certificate
    will be made after due notice by the Owner Trustee of the pendency of such
    distribution and only upon presentation and surrender of this Certificate
    at the office or agency maintained for the purpose by the Owner Trustee in
    the Corporate Trust Office. 

      Reference
    is hereby made to the further provisions of this Certificate set forth on
    the reverse hereof, which further provisions shall for all purposes have
    the same effect as if set forth at this place. 

      Unless
    the certificate of authentication hereon shall have been executed by an authorized
    officer of the Owner Trustee, by manual signature, this Certificate shall
    not entitle the holder hereof to any benefit under the Trust Agreement or
    the Sale and Servicing Agreement or be valid for any purpose. 

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      THIS
    CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
    OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
    AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
    DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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      IN
    WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
    individual capacity, has caused this Certificate to be duly executed. 

	 	AMERICREDIT
        AUTOMOBILE RECEIVABLES
	 	     TRUST 2005-D-A
	 	 
	 	By: WILMINGTON TRUST
        COMPANY
	 	       not in its individual
        capacity but
	 	       solely as Owner Trustee
	 	 
	Dated: November 17,
        2005	By:
          ___________________________________

	 	     


 

 

 

 

 

 

 

 

 

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 (Reverse
    of Certificate) 

      The
    Certificate does not represent an obligation of, or an interest in, the Seller,
    the Servicer, the Owner Trustee or any Affiliates of any of them and no recourse
    may be had against such parties or their assets, except as may be expressly
    set forth or contemplated herein or in the Trust Agreement, the Indenture
    or the Basic Documents. In addition, this Certificate is not guaranteed by
    any governmental agency or instrumentality and is limited in right of payment
    to certain collections with respect to the Receivables, all as more specifically
    set forth herein and in the Sale and Servicing Agreement. A copy of each
    of the Sale and Servicing Agreement and the Trust Agreement may be examined
    during normal business hours at the principal office of the Seller, and at
    such other places, if any, designated by the Seller, by any Certificateholder
    upon written request. 

      The
    Trust Agreement permits, with certain exceptions therein provided, the amendment
    thereof and the modification of the rights and obligations of the Seller
    under the Trust Agreement at any time by the Seller and the Owner Trustee
    with the consent of the Note Majority and the Certificateholder. Any such
    consent by the Holder of this Certificate shall be conclusive and binding
    on such Holder and on all future Holders of this Certificate and of any Certificate
    issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
    or not notation of such consent is made upon this Certificate. The Trust
    Agreement also permits the amendment thereof, in certain limited circumstances,
    without the consent of the Certificateholder. 

      As
    provided in the Trust Agreement and subject to certain limitations therein
    set forth, the transfer of this Certificate is registrable in the Certificate
    Register upon surrender of this Certificate for registration of transfer
    at the offices or agencies of the Certificate Registrar maintained by the
    Owner Trustee in the Corporate Trust Office, accompanied by a written instrument
    of transfer in form satisfactory to the Owner Trustee and the Certificate
    Registrar duly executed by the holder hereof or such holder’s attorney duly
    authorized in writing, and thereupon a new Certificate evidencing the same
    aggregate interest in the Trust will be issued to the designated transferee.
    The initial Certificate Registrar appointed under the Trust Agreement is
    Wilmington Trust Company. No service charge will be made for any such registration
    of transfer or exchange, but the Owner Trustee or the Certificate Registrar
    may require payment of a sum sufficient to cover any tax or governmental
    charge payable in connection therewith. 

      The
    Owner Trustee, the Security Insurer and any agent of the Owner Trustee or
    the Security Insurer may treat the person in whose name this Certificate
    is registered as the owner hereof for all purposes, and none of the Owner
    Trustee, the Security Insurer nor any such agent shall be affected by any
    notice to the contrary. 

      The
    obligations and responsibilities created by the Trust Agreement and the Trust
    created thereby shall terminate upon the payment to the Certificateholder
    of all amounts required to be paid to it pursuant to the Trust Agreement
    and the Sale and Servicing Agreement and the disposition of all property
    held as part of the Trust. The Seller or the Servicer of the Receivables
    may at its option purchase the corpus of the Trust at a price specified in
    the Sale and Servicing Agreement, and such purchase of the Receivables and
    other property of the Trust will effect early retirement of the Certificate;
    however, such right of purchase is exercisable, subject to  certain restrictions,
    only as of the last day of any Collection Period as of which the Pool Balance
    is 10% or less of the Original Pool Balance. 

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      The
    Certificate may not be acquired by (a) an employee benefit plan (as defined
    in Section 3(3) of ERISA) that is subject to the provisions of Title I of
    ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that is
    subject to subject to Section 4975 or (c) any entity whose underlying assets
    include assets of a plan described in (a) or (b) above by reason of such
    plan’s investment in the entity (each, a “Benefit Plan” ). By accepting
    and holding this Certificate, the Holder hereof shall be deemed to have represented
    and warranted that it is not a Benefit Plan. 

      The
    recitals contained herein shall be taken as the statements of the Depositor
    or the Servicer, as the case may be, and the Owner Trustee assumes no responsibility
    for the correctness thereof. The Owner Trustee makes no representations as
    to the validity or sufficiency of this Certificate or of any Receivable or
    related document. 

 Unless the certificate
    of authentication hereon shall have been executed by an authorized officer
    of the Owner Trustee, by manual or facsimile signature, this Certificate
    shall not entitle the Holder hereof to any benefit under the Trust Agreement
    or the Sale and Servicing Agreement or be valid for any purpose. 

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 ASSIGNMENT 

 FOR VALUE RECEIVED the
    undersigned hereby sells, assigns and transfers unto 

 PLEASE INSERT SOCIAL
    SECURITY 

  OR OTHER IDENTIFYING NUMBER 

  OF ASSIGNEE 

 ________________________________________________________________________

  (Please print or type name and address, including postal zip code, of assignee) 

 ________________________________________________________________________

  the within Certificate, and all rights thereunder, hereby irrevocably constituting
and appointing 

__________________________________________________Attorney
    to transfer said Certificate on the books of the Certificate Registrar, with
    full power
        of substitution
        in
  the premises. 

 Dated: 


  __________________________________*

    *	Signature
  

  __________________________________*
  



   Guaranteed: 

  

  __________________________________

  * 

  	

    
	*	NOTICE:
        The signature to this assignment must correspond with the name of the registered owner
        as it appears on the face of the within Certificate in every particular, without alteration,
        enlargement or any change whatever. Such signature must be guaranteed by an “eligible
        guarantor institution” meeting the requirements of the Certificate Registrar,
        which requirements include membership or participation in STAMP or such other “signature
        guarantee program” as may be determined by the Certificate Registrar in addition
        to, or in substitution for, STAMP, all in accordance with the Securities Exchange
        Act of 1934, as amended.


A-7

  





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 EXHIBIT
      B  

 FORM
      OF  

 CERTIFICATE
      OF TRUST  

 OF  

 AMERICREDIT AUTOMOBILE
      RECEIVABLES TRUST 2005-D-A  

      THIS
    Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A
    (the “Trust” ) is being duly executed and filed on behalf of the Trust by
    the undersigned, as trustee, to form a statutory trust under the Delaware
    Statutory Trust Act (12 Del. C. § 3801 et seq.)
    (the “Act” ). 

      1. Name.
    The name of the statutory trust formed by this Certificate of Trust is “AmeriCredit
    Automobile Receivables Trust 2005-D-A.” 

      2. Delaware
      Trustee. The name and business address of the trustee of the Trust
      in the State of Delaware is Wilmington Trust Company, Rodney Square North,
      1100 North Market Street, Wilmington, Delaware 19890-0001. 

      3.  Effective
      Date. This Certificate of Trust shall be effective upon filing. 

      IN WITNESS WHEREOF, the
    undersigned has duly executed this Certificate of Trust in accordance with
    Section 3811(a)(1) of the Act. 

 

WILMINGTON TRUST COMPANY, not in its 

  individual capacity but solely as trustee of the Trust
  

   By: _____________________________________

          Name:

        Title: