8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 31, 2010

AmeriCredit Automobile Receivables Trust 2010-A

(Exact name of registrant as specified in its charter)

AFS SenSub Corp.

(Exact name of depositor as specified in its charter)

AmeriCredit Financial Services, Inc.

(Exact name of sponsor as specified in its charter)

Delaware	333-146701-06	27-6496109
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
c/o AmeriCredit Financial Services, Inc. Attention: J. Michael May, Esq. 801 Cherry Street, Suite 3500 Fort Worth, Texas		76102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code - (817) 302-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

AFS SenSub Corp. (“AFS SenSub”), as depositor, and AmeriCredit Financial Services, Inc. (“AmeriCredit”), as sponsor, have caused a newly formed issuing entity, AmeriCredit Automobile Receivables Trust 2010-A (the “Issuing Entity”), to issue $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes (collectively, the “Notes”) and an Asset Backed Certificate (the “Certificate”), on March 31, 2010 (the “Closing Date”). The Notes are registered under the Registration Statement. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement, attached hereto as Exhibit 4.2, dated as of March 5, 2010, as amended and restated as of March 25, 2010 (the “Trust Agreement”), between AFS SenSub and Wilmington Trust Company (“WTC”), as Owner Trustee. The Notes were issued pursuant to the Indenture, attached hereto as Exhibit 4.1, dated as of March 25, 2010 (the “Indenture”), between the Issuing Entity and Wells Fargo Bank, National Association (“Wells Fargo”), as Trustee and Trust Collateral Agent. The Notes were sold to Credit Suisse Securities (USA) LLC and RBS Securities Inc. (the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of March 26, 2010 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub, and the Underwriters.

The Notes evidence indebtedness of the Issuing Entity, the assets of which consist primarily of “sub-prime” automobile loan contracts (the “Receivables”) secured by new and used automobiles, light duty trucks and vans. AFS SenSub purchased the Receivables from AmeriCredit pursuant to the Purchase Agreement, attached hereto as Exhibit 10.1, dated as of March 25, 2010 (the “Purchase Agreement”), between AmeriCredit and AFS SenSub. The Issuing Entity purchased the Receivables from AFS SenSub pursuant to the Sale and Servicing Agreement, attached hereto as Exhibit 4.3, dated as of March 25, 2010 (the “Sale and Servicing Agreement”), among the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Backup Servicer and Trust Collateral Agent.

AmeriCredit, as Servicer, has agreed to perform servicing duties with regard to the Receivables pursuant to the Sale and Servicing Agreement and has also agreed to serve as custodian of the Receivables pursuant to the Custodian Agreement, attached hereto as Exhibit 10.3, dated as of March 25, 2010 (the “Custodian Agreement”), among AmeriCredit, Assured Guaranty Corp. (the “Insurer”) and Wells Fargo. AmeriCredit Financial Services of Canada Ltd. (“AFS of Canada”) will also service a portion of the Receivables on behalf of the Issuing Entity pursuant to the Second Amended and Restated Servicing Agreement, attached hereto as Exhibit 10.7, dated as of January 1, 2006, between AmeriCredit and AFS of Canada. JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) has agreed to provide its banking services for the deposit of remittances related to the Receivables pursuant to the Lockbox Account Agreement, attached hereto as Exhibit 10.9, dated as of March 25, 2010 (the “Lockbox Account Agreement”), among Wells Fargo, as Trustee, AmeriCredit and JPMorgan Chase, as Processor. Regulus Group II LLC (“Regulus”) has agreed to collect and deposit remittances related to the Receivables into the lockbox account pursuant to the Lockbox Processing Agreement, attached hereto as Exhibit 10.10, dated March 25, 2010 (the “Lockbox Processing Agreement”), among Wells Fargo, as Trustee, AmeriCredit and Regulus.

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As of March 1, 2010 (the “Statistical Calculation Date”), the Receivables had the characteristics described in the Prospectus Supplement dated March 26, 2010 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) of the Act on March 29, 2010. As of March 25, 2010 (the “Cutoff Date”), the Receivables had the characteristics set forth in Exhibit 99.1.

On the Closing Date, the Insurer issued the Financial Guaranty Insurance Policy, attached hereto as Exhibit 10.6 dated as of March 31, 2010 (the “Policy”), pursuant to which it unconditionally and irrevocably guarantees the payments of interest and certain payments of principal due on the notes during the term of the Policy. The Policy was issued pursuant to the terms of the Insurance and Indemnity Agreement, attached hereto as Exhibit 10.3, dated as of March 25, 2010 (the “Insurance Agreement”), among the Insurer, the Issuing Entity, AFS SenSub, AmeriCredit and AmeriCredit Corp. The Insurance Agreement specifies the conditions precedent to the issuance of the Policy, the premium payable in respect thereof and certain indemnification obligations of the AmeriCredit Corp., AFS SenSub and AmeriCredit to the Insurer. The method of calculating the premium payments that are due to the Insurer pursuant to the Insurance Agreement is set forth in the Premium Letter, attached hereto as Exhibit 10.4, dated as of March 25, 2010 (the “Premium Letter”), among the Insurer, the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Trust Collateral Agent.

A spread account (“Spread Account”) was established on the Closing Date, for the benefit of the Insurer and the Noteholders, to hold a reserve of cash that is available to pay certain amounts that are payable by the Issuing Entity that otherwise would remain unpaid after application of collections on the Receivables. The Spread Account was established pursuant to the Spread Account Agreement, attached hereto as Exhibit 10.5, dated as of March 25, 2010 (the “Spread Account Agreement”), among the Insurer, the Issuing Entity and Wells Fargo, as Trustee and Collateral Agent.

Pursuant to the Indemnification Agreement, attached hereto as Exhibit 10.2, dated as of March 26, 2010 (the “Indemnification Agreement”), among the Insurer, AFS SenSub and the Underwriters, the Insurer agreed to indemnify AFS SenSub and the Underwriters and the Underwriters agreed to indemnify the Insurer, in each case with respect to certain disclosure in the Prospectus Supplement. Pursuant to the Insurance Agreement, AmeriCredit and AFS SenSub agreed to indemnify the Insurer with respect to certain disclosure in the Prospectus Supplement. Pursuant to the Underwriting Agreement, AmeriCredit and the Underwriters agreed to indemnify each other with respect to certain disclosure in the Prospectus Supplement.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

1.1 Underwriting Agreement, dated as of March 25, 2010, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and the Underwriters (see Exhibit 1.1 to Form 8-K filed on March 30, 2010, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein).

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4.1 Indenture, dated as of March 25, 2010, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent.

4.2 Amended and Restated Trust Agreement, dated as of March 25, 2010, between AFS SenSub and WTC, as Owner Trustee.

4.3 Sale and Servicing Agreement, dated as of March 25, 2010, among the Issuing Entity, AmeriCredit, as Servicer, AFS SenSub and Wells Fargo, as Backup Servicer and Trust Collateral Agent.

5.1 Opinion of Dewey & LeBoeuf LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on March 31, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-06, which is incorporated by reference herein).

8.1 Opinion of Dewey & LeBoeuf LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on March 31, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-06, which is incorporated by reference herein).

10.1 Purchase Agreement, dated as of March 25, 2010, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.

10.2 Indemnification Agreement, dated as of March 26, 2010, among the Insurer, AFS SenSub and the Underwriters.

10.3 Insurance and Indemnity Agreement, dated as of March 25, 2010, among the Insurer, the Issuing Entity, AFS SenSub, AmeriCredit and AmeriCredit Corp.

10.4 Premium Letter, dated March 25, 2010, among the Insurer, the Issuing Entity, AFS SenSub, AmeriCredit and Wells Fargo, as Trust Collateral Agent.

10.5 Spread Account Agreement, dated as of March 25, 2010, among the Insurer, the Issuing Entity and Wells Fargo, as Trustee and Collateral Agent.

10.6 Financial Guaranty Insurance Policy, dated as of March 31, 2010 and delivered by the Insurer.

10.7 Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, between AmeriCredit and AFS of Canada (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein).

10.8 Custodian Agreement, dated as of March 25, 2010, among AmeriCredit, as Custodian, the Insurer, and Wells Fargo.

10.9 Lockbox Account Agreement, dated as of March 25, 2010, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.

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10.10 Lockbox Processing Agreement, dated March 25, 2010, among AmeriCredit, Wells Fargo, as Trustee and Regulus Group II LLC, as Processor.

23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

23.2 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

99.1 Statistical information for the receivables as of the Cutoff Date.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
By:	AmeriCredit Financial Services, Inc., as Servicer
By:	/S/    J. MICHAEL MAY
Name:	J. Michael May
Title:	Executive Vice President, Chief Legal Officer and Secretary

Dated: April 6, 2010

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of March 25, 2010, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and Credit Suisse Securities (USA) LLC and RBS Securities Inc., as the Underwriters (the “Underwriters”) (see Exhibit 1.1 to Form 8-K filed on March 30, 2010, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein).
4.1	Indenture, dated as of March 25, 2010, between AmeriCredit Automobile Receivables Trust 2010-A, as Issuing Entity, and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent.
4.2	Amended and Restated Trust Agreement, dated as of March 25, 2010, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee.
4.3	Sale and Servicing Agreement, dated as of March 25, 2010, among AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent.
5.1	Opinion of Dewey & LeBoeuf LLP with respect to validity (see Exhibit 5.1 to Form 8-K filed on March 31, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-06, which is incorporated by reference herein).
8.1	Opinion of Dewey & LeBoeuf LLP with respect to tax matters (see Exhibit 8.1 to Form 8-K filed on March 31, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-06, which is incorporated by reference herein).
10.1	Purchase Agreement, dated as of March 25, 2010, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser.
10.2	Indemnification Agreement, dated as of March 25, 2010, among the Insurer, AFS SenSub Corp. and the Underwriters.
10.3	Insurance and Indemnity Agreement, dated as of March 26, 2010, among the Insurer, the Issuing Entity, AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc. and AmeriCredit Corp.
10.4	Premium Letter, dated March 25, 2010, among the Insurer, the Issuing Entity, AFS SenSub Corp., AmeriCredit Financial Services, Inc. and Wells Fargo Bank, National Association, as Trust Collateral Agent.
10.5	Spread Account Agreement, dated as of March 25, 2010, among the Insurer, the Issuing Entity and Wells Fargo Bank, National Association, as Trustee and Collateral Agent.

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10.6	Financial Guaranty Insurance Policy, dated as of March 31, 2010 and delivered by Assured Guaranty Corp. (the “Insurer”).
10.7	Second Amended and Restated Servicing Agreement, dated as of January 1, 2006 between AmeriCredit Financial Services of Canada Ltd. and AmeriCredit Financial Services, Inc. (see Exhibit 4.4 to Form 8-K filed on March 8, 2006, in connection with Registration Statement No. 333-121120-06, which is incorporated by reference herein).
10.8	Custodian Agreement, dated as of March 25, 2010, among AmeriCredit Financial Services, Inc., as Custodian, the Insurer, and Wells Fargo Bank, National Association, as Trust Collateral Agent.
10.9	Lockbox Account Agreement, dated as of March 25, 2010, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.
10.10	Lockbox Processing Agreement, dated as of March 25, 2010, among AmeriCredit Financial Services, Inc., Wells Fargo Bank, National Association, as Trustee, and Regulus Group II LLC, as Processor.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
99.1	Statistical information for the receivables as of the Cutoff Date.

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EX-4.1

Exhibit 4.1

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

Class A-1 0.31327% Asset Backed Notes

Class A-2 1.46% Asset Backed Notes

Class A-3 3.51% Asset Backed Notes

INDENTURE

Dated as of March 25, 2010

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee and Trust Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		3
SECTION 1.1	Definitions	3
SECTION 1.2	Incorporation by Reference of Trust Indenture Act	10
SECTION 1.3	Rules of Construction	11
ARTICLE II THE NOTES		11
SECTION 2.1	Form	11
SECTION 2.2	Execution, Authentication and Delivery	11
SECTION 2.3	Temporary Notes	12
SECTION 2.4	Registration; Registration of Transfer and Exchange	12
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen Notes	14
SECTION 2.6	Persons Deemed Owner	15
SECTION 2.7	Payment of Principal and Interest; Defaulted Interest	15
SECTION 2.8	Cancellation	16
SECTION 2.9	Release of Collateral	16
SECTION 2.10	Book-Entry Notes	17
SECTION 2.11	Notices to Clearing Agency	17
SECTION 2.12	Definitive Notes	18
ARTICLE III COVENANTS		18
SECTION 3.1	Payment of Principal and Interest	18
SECTION 3.2	Maintenance of Office or Agency	18
SECTION 3.3	Money for Payments to be Held in Trust	18
SECTION 3.4	Existence	20
SECTION 3.5	Protection of Trust Estate	20
SECTION 3.6	Opinions as to Trust Estate	21
SECTION 3.7	Performance of Obligations; Servicing of Receivables	21
SECTION 3.8	Negative Covenants	22
SECTION 3.9	Annual Statement as to Compliance	23
SECTION 3.10	Issuer May Consolidate, Etc. Only on Certain Terms	23
SECTION 3.11	Successor or Transferee	25
SECTION 3.12	No Other Business	25
SECTION 3.13	No Borrowing	26
SECTION 3.14	Servicer’s Obligations	26
SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities	26
SECTION 3.16	Capital Expenditures	26
SECTION 3.17	Compliance with Laws	26
SECTION 3.18	Restricted Payments	26
SECTION 3.19	Notice of Events of Default	26
SECTION 3.20	Further Instruments and Acts	27
SECTION 3.21	Amendments of Sale and Servicing Agreement and Trust Agreement	27
SECTION 3.22	Income Tax Characterization	27
ARTICLE IV SATISFACTION AND DISCHARGE		27
SECTION 4.1	Satisfaction and Discharge of Indenture	27
SECTION 4.2	Application of Trust Money	28
SECTION 4.3	Repayment of Moneys Held by Note Paying Agent	28
ARTICLE V REMEDIES		29
SECTION 5.1	Events of Default	29
SECTION 5.2	Rights Upon Event of Default	30

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SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	32
SECTION 5.4	Remedies	34
SECTION 5.5	Optional Preservation of the Receivables	35
SECTION 5.6	Priorities	36
SECTION 5.7	Limitation of Suits	36
SECTION 5.8	Unconditional Rights of Noteholders To Receive Principal and Interest	37
SECTION 5.9	Restoration of Rights and Remedies	37
SECTION 5.10	Rights and Remedies Cumulative	37
SECTION 5.11	Delay or Omission Not a Waiver	37
SECTION 5.12	Control by Noteholders	38
SECTION 5.13	Waiver of Past Defaults	38
SECTION 5.14	Undertaking for Costs	39
SECTION 5.15	Waiver of Stay or Extension Laws	39
SECTION 5.16	Action on Notes	39
SECTION 5.17	Performance and Enforcement of Certain Obligations	39
ARTICLE VI THE TRUSTEE AND THE TRUST COLLATERAL AGENT		40
SECTION 6.1	Duties of Trustee	40
SECTION 6.2	Rights of Trustee	42
SECTION 6.3	Individual Rights of Trustee	43
SECTION 6.4	Trustee’s Disclaimer	43
SECTION 6.5	Notice of Defaults	43
SECTION 6.6	Reports by Trustee to Holders	43
SECTION 6.7	Compensation and Indemnity	44
SECTION 6.8	Replacement of Trustee	44
SECTION 6.9	Successor Trustee by Merger	46
SECTION 6.10	Appointment of Co-Trustee or Separate Trustee	46
SECTION 6.11	Eligibility: Disqualification	47
SECTION 6.12	Preferential Collection of Claims Against Issuer	47
SECTION 6.13	Appointment and Powers	48
SECTION 6.14	Performance of Duties	48
SECTION 6.15	Limitation on Liability	48
SECTION 6.16	Reliance Upon Documents	49
SECTION 6.17	Successor Trust Collateral Agent	49
SECTION 6.18	Compensation	50
SECTION 6.19	Representations and Warranties of the Trust Collateral Agent and the Issuer	50
SECTION 6.20	Waiver of Setoffs	51
SECTION 6.21	Control by the Controlling Party	51
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		52
SECTION 7.1	Issuer To Furnish To Trustee Names and Addresses of Noteholders	52
SECTION 7.2	Preservation of Information; Communications to Noteholders	52
SECTION 7.3	Reports by Issuer	52
SECTION 7.4	Reports by Trustee	53
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES		53
SECTION 8.1	Collection of Money	53
SECTION 8.2	Release of Trust Estate	53
SECTION 8.3	Opinion of Counsel	54
ARTICLE IX SUPPLEMENTAL INDENTURES		54
SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	54
SECTION 9.2	Supplemental Indentures with Consent of Noteholders	55
SECTION 9.3	Execution of Supplemental Indentures	57
SECTION 9.4	Effect of Supplemental Indenture	57
SECTION 9.5	Conformity With Trust Indenture Act	57

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SECTION 9.6	Reference in Notes to Supplemental Indentures	57
ARTICLE X REDEMPTION OF NOTES		58
SECTION 10.1	Redemption	58
SECTION 10.2	Form of Redemption	58
SECTION 10.3	Notes Payable on Redemption Date	59
ARTICLE XI MISCELLANEOUS		59
SECTION 11.1	Compliance Certificates and Opinions, etc.	59
SECTION 11.2	Form of Documents Delivered to Trustee	61
SECTION 11.3	Acts of Noteholders	61
SECTION 11.4	Notices, etc., to Trustee, Issuer, Insurer and Rating Agencies	62
SECTION 11.5	Notices to Noteholders; Waiver	63
SECTION 11.6	[Reserved]	64
SECTION 11.7	Conflict with Trust Indenture Act	64
SECTION 11.8	Effect of Headings and Table of Contents	64
SECTION 11.9	Successors and Assigns	64
SECTION 11.10	Separability	64
SECTION 11.11	Benefits of Indenture	64
SECTION 11.12	Legal Holidays	65
SECTION 11.13	GOVERNING LAW	65
SECTION 11.14	Counterparts	65
SECTION 11.15	Recording of Indenture	65
SECTION 11.16	Trust Obligation	65
SECTION 11.17	No Petition	66
SECTION 11.18	Inspection	66

EXHIBITS

EXHIBIT A-1 Form of Class A-1 Note

EXHIBIT A-2 Form of Class A-2 Note

EXHIBIT A-3 Form of Class A-3 Note

SCHEDULES

SCHEDULE A Representations and Warranties of the Issuer

SCHEDULE B Insurance Agreement Indenture Cross Defaults

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INDENTURE dated as of March 25, 2010, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A, a Delaware statutory trust (the “Issuer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and Trust Collateral Agent (as defined below).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class A-1 0.31327% Asset Backed Notes (the “Class A-1 Notes”), the Class A-2 1.46% Asset Backed Notes (the “Class A-2 Notes”) and the Class A-3 3.51% Asset Backed Notes (the “Class A-3 Notes” and together with the Class A-1 Notes and the Class A-2 Notes, the “Notes”).

As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Collateral (as defined below) as collateral to the Trust Collateral Agent for the benefit of the Trustee on behalf of the Noteholders.

Assured Guaranty Corp. (the “Insurer”) has issued and delivered a financial guaranty insurance policy, dated the Closing Date (with endorsements, the “Note Policy”), pursuant to which the Insurer guarantees Scheduled Payments, as defined in the Insurance Agreement.

As an inducement to the Insurer to issue and deliver the Note Policy, the Issuer and the Insurer have executed and delivered the Insurance and Indemnity Agreement, dated as of March 25, 2010 (as amended from time to time, the “Insurance Agreement”), among the Insurer, the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Corp. and AFS SenSub Corp.

As an additional inducement to the Insurer to issue the Note Policy, and as security for the performance by the Issuer of the Insurer Issuer Secured Obligations and as security for the performance by the Issuer of the Trustee Issuer Secured Obligations, the Issuer has agreed to assign the Collateral (as defined below) as collateral to the Trust Collateral Agent for the benefit of the Issuer Secured Parties, as their respective interests may appear.

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GRANTING CLAUSE

The Issuer hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit of the Issuer Secured Parties, all of the Issuer’s right, title and interest in and to the following property, whether now existing or hereafter acquired or arising (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement or repurchased by a Third-Party Lender, pursuant to an Auto Loan Purchase and Sale Agreement, as a result of a breach of representation or warranty in the related Auto Loan Purchase and Sale Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles; (e) any proceeds with respect to the Receivables from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables; (f) the Trust Accounts and the Lockbox Account and all funds on deposit from time to time in the Trust Accounts and the Lockbox Account, and in all investments and proceeds thereof and all rights of the Issuer therein (including all income thereon); (g) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all items contained in the Receivable Files and any and all other documents that AmeriCredit keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (i) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement (including all rights of the Seller under the Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement); (j) all of the Issuer’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relative to the property described in (a) through (i); and (k) all present and future claims, demands, causes and choses of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”). The Spread Account, amounts on deposit therein and the proceeds thereof do not constitute Collateral and are not subject to this Grant.

The foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit of the Trustee on behalf of the Noteholders and for the benefit of the Insurer. The Trust Collateral Agent hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

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ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1 Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture.

“Act” has the meaning specified in Section 11.3(a).

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. A Person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise.

“Authorized Officer” means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

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

“Benefit Plan Entity” has the meaning specified in Section 2.4.

“Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.

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

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

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

“Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement.

“Class A-1 Interest Rate” means 0.31327% per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Period).

“Class A-1 Notes” means the Class A-1 0.31327% Asset Backed Notes, substantially in the form of Exhibit A-1.

“Class A-2 Interest Rate” means 1.46% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-2 Notes” means the Class A-2 1.46% Asset Backed Notes, substantially in the form of Exhibit A-2.

“Class A-3 Interest Rate” means 3.51% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-3 Notes” means the Class A-3 3.51% Asset Backed Notes, substantially in the form of Exhibit A-3.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means March 31, 2010.

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

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

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

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office at date of the execution of this Indenture is located at Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479 (facsimile number (612) 667-3464), Attention: Corporate Trust Office, or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Insurer, the Servicer and the Issuer, or the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Noteholders and the Issuer).

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“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10.

“Distribution Date” has the meaning specified in the Sale and Servicing Agreement.

“ERISA” has the meaning specified in Section 2.4.

“Event of Default” has the meaning specified in Section 5.1.

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

“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the March 7, 2011 Distribution Date, (ii) the Class A-2 Notes, the November 6, 2013 Distribution Date and (iii) the Class A-3 Notes, the July 6, 2017 Distribution Date.

“Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Indebtedness” means, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (b) obligations of such Person as lessee under leases which should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligations issued for or liabilities incurred on the account of such Person; (e) obligations or liabilities of such Person arising under acceptance facilities; (f) obligations of such Person under any guarantees, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (g) obligations of such Person secured by any lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (h) obligations of such Person under any interest rate or currency exchange agreement.

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“Indenture” means this Indenture as amended and supplemented from time to time.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Trust Collateral Agent under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1, prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trust Collateral Agent in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Insurance Agreement Indenture Cross Default” has the meaning specified therefor in the Insurance Agreement. As of the Closing Date, the Insurance Agreement Events of Default that constitute Insurance Agreement Indenture Cross Defaults are listed in Schedule B hereto.

“Insured Distribution Date” has the meaning specified in the Sale and Servicing Agreement.

“Insurer Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Insurer under this Indenture, the Insurance Agreement or any other Basic Document.

“Interest Rate” means, with respect to the (i) Class A-1 Notes, the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest Rate and (iii) Class A-3 Notes, the Class A-3 Interest Rate.

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee.

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“Issuer Secured Obligations” means the Insurer Issuer Secured Obligations and the Trustee Issuer Secured Obligations.

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

“Note” means a Class A-1 Note, a Class A-2 Note or a Class A-3 Note.

“Note Owner” means, with respect to a Book-Entry Note, the person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 6.11 and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Note Policy” means the insurance policy issued by the Insurer with respect to the Notes, including any endorsements thereto.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4.

“Notice of Default” has the meaning set forth in Section 5.1 hereof.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Owner Trustee, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 and TIA § 314, and delivered to the Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Trustee and, if addressed to the Insurer, satisfactory to the Insurer, and which shall comply with any applicable requirements of Section 11.1, and shall be in form and substance satisfactory to the Trustee, and if addressed to the Insurer, satisfactory to the Insurer.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

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(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Trustee or any Note Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor, satisfactory to the Trustee); and

(iii) Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that Notes which have been paid with proceeds of the Note Policy shall continue to remain Outstanding for purposes of this Indenture until the Insurer has been paid as subrogee hereunder or reimbursed pursuant to the Insurance Agreement as evidenced by a written notice from the Insurer delivered to the Trustee, and the Insurer shall be deemed to be the Holder thereof to the extent of any payments thereon made by the Insurer; provided, further, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Trustee either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” means the aggregate principal amount of all Notes, or class of Notes, as applicable, Outstanding at the date of determination.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Prohibited Transaction Class Exemption” means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

“Rating Agency” means each of Moody’s and Standard & Poor’s, so long as such Persons maintain a rating on the Notes; and if any of Moody’s or Standard & Poor’s no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization selected by the Seller and (so long as an Insurer Default shall not have occurred and be continuing) acceptable to the Insurer.

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

“Record Date” means, with respect to a Distribution Date or Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption Date.

“Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section 10.1(b), the Distribution Date specified by the Servicer or the Issuer pursuant to Section 10.1(a) or 10.1(b) as applicable.

“Redemption Price” means (a) in the case of a redemption of the Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal amount of the then outstanding principal amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date, or (b) in the case of a payment made to Noteholders pursuant to Section 10.1(b), the amount on deposit in the Note Distribution Account, but not in excess of the amount specified in clause (a) above.

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

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 25, 2010, among the Issuer, the Seller, the Servicer, the Trustee, the Trust Collateral Agent and the Backup Servicer, as the same may be amended or supplemented from time to time in accordance with its terms.

“Scheduled Payments” has the meaning specified in the Note Policy.

“Similar Law” has the meaning specified in Section 2.4.

“State” means any one of the 50 states of the United States of America or the District of Columbia.

“Statutory Exemption” means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

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“Termination Date” means the latest of (i) the expiration of the Note Policy and the return of the Note Policy to the Insurer for cancellation, (ii) the date on which the Insurer shall have received payment and performance of all Insurer Issuer Secured Obligations and (iii) the date on which the Trustee shall have received payment and performance of all Trustee Issuer Secured Obligations.

“Trust Collateral Agent” means, initially, Wells Fargo Bank, National Association, in its capacity as collateral agent on behalf of the Issuer Secured Parties, including its successors-in-interest, until and unless a successor Person shall have become the Trust Collateral Agent pursuant to Section 6.17 hereof, and thereafter “Trust Collateral Agent” shall mean such successor Person.

“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including all property and interests Granted to the Trust Collateral Agent), including all proceeds thereof.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force on the date hereof, unless otherwise specifically provided.

“Trustee” means Wells Fargo Bank, National Association, a national banking association, not in its individual capacity but as trustee under this Indenture, or any successor trustee under this Indenture.

“Trustee Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Trustee for the benefit of the Noteholders under this Indenture, the Notes or any Basic Document.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement or the Trust Agreement.

SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

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“obligor” on the indenture securities means the Issuer.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

SECTION 1.3 Rules of Construction. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(iii) “or” is not exclusive;

(iv) “including” means including without limitation; and

(v) words in the singular include the plural and words in the plural include the singular.

ARTICLE II

The Notes

SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, in each case together with the Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibits A-1, A-2 and A-3, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2 and A-3 are part of the terms of this Indenture.

SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

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The Trustee shall, upon receipt of the Note Policy and Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $36,000,000, Class A-2 Notes for original issue in the aggregate principal amount of $71,000,000 and Class A-3 Notes for original issue in the aggregate principal amount of $93,000,000. The Class A-1 Notes, Class A-2 Notes and Class A-3 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5.

The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000).

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3 Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4 Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

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If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders of the Notes and the principal amounts and number of such Notes.

Subject to Sections 2.10 and 2.12 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount.

At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, subject to Sections 2.10 and 2.12 hereof, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form attached to Exhibits A-1, A-2 and A-3 duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require.

Notwithstanding the foregoing, in the case of any sale or other transfer of a Definitive Note, the prospective transferee of such Definitive Note shall be required to represent and warrant in writing to the Note Registrar that either (a) it is not (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1) of the Code), which is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan’s investment in the entity or (iv) an employee benefit plan subject to any federal, state, local or non-U.S. laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) (any such entity described in clauses (i) through (iv), a “Benefit Plan Entity”) or (b) it is a Benefit Plan Entity and the acquisition and holding of the Definitive Note by such prospective transferee is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law). Each transferee of a Book Entry Note that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of the Book Entry Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law).

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No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and the Insurer (unless an Insurer Default shall have occurred and be continuing) such security or indemnity as may be required by it to hold the Issuer, the Trustee and the Insurer harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer, the Trustee and the Insurer shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

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Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6 Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee, or the Insurer may treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Insurer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

SECTION 2.7 Payment of Principal and Interest; Defaulted Interest.

(a) The Notes shall accrue interest as provided in the forms of the Class A-1 Note, the Class A-2 Note and the Class A-3 Note set forth in Exhibits A-1, A-2 and A-3, respectively, and such interest shall be due and payable on each Distribution Date and each Insured Distribution Date, as specified therein. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date or Insured Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or Insured Distribution Date or on the Final Scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1(a)) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b) The principal of each Note shall be payable in installments on each Distribution Date or Insured Distribution Date, as applicable, as provided in the forms of the Class A-1 Note, the Class A-2 Note and the Class A-3 Note set forth in Exhibits A-1, A-2 and A-3, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, (i) on the date on which an Event of Default shall have occurred and be continuing if no Insurer Default has occurred or (ii) if an Insurer Default has occurred and is continuing, if the Trustee or the Noteholders representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

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(c) If the Issuer defaults in a payment of interest on the Notes, and such default is waived by the Controlling Party, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on the immediately following Insured Distribution Date, and, if such amount is not paid on such following Insured Distribution Date, then on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

(d) Promptly following the date on which all principal of and interest on the Notes has been paid in full and the Notes have been surrendered to the Trustee, the Trustee shall, if the Insurer has paid any amount in respect of the Notes under the Note Policy or otherwise which has not been reimbursed to it, deliver such surrendered Notes to the Insurer.

SECTION 2.8 Cancellation. Subject to Section 2.7(d), all Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. Subject to Section 2.7(d), the Issuer may at any time deliver to the Trustee for cancellation of any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. Subject to Section 2.7(d), all canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall timely direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee.

SECTION 2.9 Release of Collateral. The Trust Collateral Agent shall, on the earlier of (i) the Termination Date or (ii) the Redemption Date (if the Notes are redeemed in full on such date), release any remaining portion of the Trust Estate from the lien created by this Indenture and deposit in the Collection Account any funds then on deposit in any other Trust Account.

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SECTION 2.10 Book-Entry Notes. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Note Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Trustee shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

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SECTION 2.12 Definitive Notes. If (i) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes, and the Servicer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Notes advise the Trustee through the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

ARTICLE III

Covenants

SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class A-l Notes, to Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to Class A-2 Noteholders and (iii) for the benefit of the Class A-3 Notes, to Class A-3 Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2 Maintenance of Office or Agency. The Issuer will maintain in New York, New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3 Money for Payments to be Held in Trust. On or before each Distribution Date, Insured Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account from the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify the Trustee of its action or failure so to act.

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The Issuer will cause each Note Paying Agent other than the Trustee to execute and deliver to the Trustee and the Insurer an instrument in which such Note Paying Agent shall agree with the Trustee (and if the Trustee acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Note Paying Agent;

(iv) immediately resign as a Note Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request with the consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and shall be deposited by the Trustee in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that if such money or any portion thereof had been previously deposited by the Insurer or the Trust Collateral Agent with the Trustee for the payment of principal or interest on the Notes, to the extent any amounts are owing to the Insurer, such amounts shall be paid promptly to the Insurer upon the Trustee’s receipt of a written request by the Insurer to such effect; and provided, further, that the Trustee or such Note Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Trustee shall also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Note Paying Agent, at the last address of record for each such Holder).

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SECTION 3.4 Existence. Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other state or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.5 Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i) Grant more effectively all or any portion of the Trust Estate;

(ii) maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trust Collateral Agent for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv) enforce any of the Collateral;

(v) preserve and defend title to the Trust Estate and the rights of the Trust Collateral Agent in such Trust Estate against the claims of all persons and parties; and

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(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due.

The Issuer hereby designates the Trust Collateral Agent its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to this Section.

SECTION 3.6 Opinions as to Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Trustee, the Trust Collateral Agent, the Backup Servicer and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b) Within 120 days after the beginning of each calendar year, beginning with the first calendar year beginning more than six months after the Closing Date, the Issuer shall furnish to the Trustee, the Trust Collateral Agent, the Backup Servicer and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until January 31 in the following calendar year.

SECTION 3.7 Performance of Obligations; Servicing of Receivables.

(a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Basic Documents or such other instrument or agreement.

(b) The Issuer may contract with other Persons acceptable to the Insurer (so long as no Insurer Default shall have occurred and be continuing) to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee and the Insurer in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

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(c) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including, but not limited to, preparing (or causing to prepared) and filing (or causing to be filed) all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Trustee, the Insurer and the Holders of at least a majority of the Outstanding Amount of the Notes.

(d) If a responsible officer of the Owner Trustee shall have actual knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee, the Insurer and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e) The Issuer agrees that it will not waive timely performance or observance by the Servicer, AmeriCredit or the Seller of their respective duties under the Basic Documents (x) without the prior consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) or (y) if the effect thereof would adversely affect the Holders of the Notes.

SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(i) except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Controlling Party;

(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or

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(iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trust Collateral Agent created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate, or (D) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party.

SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Trustee, the Trust Collateral Agent and the Insurer, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 2010), and otherwise in compliance with the requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(i) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture and the other Basic Documents throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms.

(a) The Issuer shall not consolidate or merge with or into any other Person, unless

(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any state and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing), the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

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(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing)) to the effect that such transaction will not for federal income tax purposes, cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

(vi) the Issuer shall have delivered to the Trustee and the Insurer an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such consolidation or merger at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such consolidation or merger and the Issuer or the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger.

(b) The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, unless

(i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing), the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Issuer Secured Parties, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing)) to the effect that such transaction will not for federal income tax purposes, cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

(vi) the Issuer shall have delivered to the Trustee and the Insurer an Officers’ Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such conveyance or transfer at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such conveyance or transfer and the Issuer or the Person (if other than the Issuer) formed by or surviving such conveyance or transfer has a net worth, immediately after such conveyance or transfer, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

SECTION 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), AmeriCredit Automobile Receivables Trust 2010-A will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Trustee stating that AmeriCredit Automobile Receivables Trust 2010-A is to be so released.

SECTION 3.12 No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto.

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SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (i) the Notes, (ii) obligations owing from time to time to the Insurer under the Insurance Agreement and (iii) any other Indebtedness permitted by or arising under the Basic Documents. The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the Receivables and the other assets specified in the Sale and Servicing Agreement, to fund the Spread Account and to pay the Issuer’s organizational, transactional and start-up expenses.

SECTION 3.14 Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 4.9, 4.10 and 4.11 of the Sale and Servicing Agreement.

SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.16 Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personality).

SECTION 3.17 Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

SECTION 3.18 Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Trustee and the Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.

SECTION 3.19 Notice of Events of Default. Upon a responsible officer of the Owner Trustee having actual knowledge thereof, the Issuer agrees to give the Trustee, the Insurer and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.

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SECTION 3.20 Further Instruments and Acts. Upon request of the Trustee or the Insurer, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.21 Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 12.1 of the Sale and Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or the Holders of the Notes consent to amendments thereto as provided therein.

SECTION 3.22 Income Tax Characterization. For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will treat the Notes that are owned or beneficially owned by a Person other than the Seller or its Affiliates as indebtedness and hereby instructs the Trustee, and each Noteholder (or beneficial Note Owner) shall be deemed, by virtue of acquisition of an interest in such Note, to have agreed, to treat the Notes as indebtedness for all applicable tax reporting purposes.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.7 and the obligations of the Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

(A) either

(1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Trustee for cancellation and the Note Policy has expired and been returned to the Insurer for cancellation; or

(2) all Notes not theretofore delivered to the Trustee for cancellation

(i) have become due and payable,

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(ii) will become due and payable at their respective Final Scheduled Distribution Dates within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation when due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)) as the case may be; and

(B) the Issuer has paid or caused to be paid all Insurer Issuer Secured Obligations and all Trustee Issuer Secured Obligations.

(C) the Issuer has delivered to the Insurer, the Trustee and the Trust Collateral Agent an Officer’s Certificate, an Opinion of Counsel and if required by the TIA, the Trustee or the Trust Collateral Agent an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. If the Indenture has been satisfied and discharged in accordance with the provisions of Section 4.1(A)(2) then such Opinion of Counsel shall also include an opinion that amounts deposited by the Issuer in accordance with Section 4.1(A)(2) would not be characterized as a voidable preference.

SECTION 4.2 Application of Trust Money. All moneys deposited with the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes, this Indenture and the other Basic Documents, to the payment, either directly or through any Note Paying Agent, as the Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.3 Repayment of Moneys Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Note Paying Agent other than the Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Trustee to be held and applied according to Section 3.3 and thereupon such Note Paying Agent shall be released from all further liability with respect to such moneys.

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ARTICLE V

Remedies

SECTION 5.1 Events of Default. “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days (solely for purposes of this clause, (x) a payment due on a Distribution Date shall not be considered “due” until the immediately following Insured Distribution Date and (y) a payment on the Notes funded by the Insurer or by the Collateral Agent pursuant to the Spread Account Agreement shall be deemed to be a payment made by the Issuer); or

(ii) default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable (solely for purposes of this clause, (x) a payment due on a Distribution Date shall not be considered “due” until the immediately following Insured Distribution Date and (y) a payment on the Notes funded by the Insurer or by the Collateral Agent pursuant to the Spread Account Agreement, shall be deemed to be a payment made by the Issuer); or

(iii) so long as an Insurer Default shall not have occurred and be continuing, an Insurance Agreement Indenture Cross Default shall have occurred; provided, however, that the occurrence of an Insurance Agreement Indenture Cross Default may not form the basis of an Event of Default unless the Insurer shall, upon prior written notice to the Rating Agencies, have delivered to the Issuer and the Trustee and not rescinded a written notice specifying that such Insurance Agreement Indenture Cross Default constitutes an Event of Default under the Indenture; or

(iv) so long as an Insurer Default shall have occurred and be continuing, default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture, in any Basic Document or in any certificate or any other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the Servicer on behalf of the Owner Trustee delivers an Officer’s Certificate to the Trustee to the effect that such default is capable of remedy within 90 days or less and that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

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(v) so long as an Insurer Default shall have occurred and be continuing, the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(vi) so long as an Insurer Default shall have occurred and be continuing, the commencement by the Issuer of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing; or

(vii) the Issuer becoming taxable as an association or a publicly traded partnership taxable as a corporation for federal or state income tax purposes.

The Issuer shall deliver to the Trustee and the Insurer, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2 Rights Upon Event of Default.

(a) If an Insurer Default shall not have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee shall, at the written direction of the Insurer declare that the Notes shall become immediately due and payable at par, together with accrued interest thereon. If an Event of Default shall have occurred and be continuing, the Controlling Party may exercise any of the remedies specified in Section 5.4(a). In the event of any acceleration of any Notes by operation of this Section 5.2, the Trustee shall continue to be entitled to make claims under the Note Policy pursuant to the Sale and Servicing Agreement for Scheduled Payments on the Notes. Payments under the Note Policy following acceleration of any Notes shall be applied by the Trustee:

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FIRST: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest; and

SECOND: first, to the Noteholders of the Class A-1 Notes for principal until paid off and, second, ratably and without preference or priority, to the Noteholders of the Class A-2 Notes and the Class A-3 Notes for principal until paid off; provided that payments that are made under the Note Policy to pay a Class’s principal in full on the Insured Distribution Date immediately following its Final Scheduled Distribution Date shall be paid only to the Noteholders of such Class.

(b) In the event any Notes are accelerated due to an Event of Default, the Insurer shall have the right (in addition to its obligation to pay Scheduled Payments on the Notes in accordance with the Note Policy), but not the obligation, to make payments under the Note Policy or otherwise of interest and principal due on such Notes, in whole or in part, on any date or dates following such acceleration as the Insurer, in its sole discretion, shall elect.

(c) If an Insurer Default shall have occurred and be continuing and an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or, if so requested in writing by Holders holding Notes representing not less than a majority of the Outstanding Amount of the Notes, shall declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon.

(d) At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, then the Insurer in its sole discretion, or if an Insurer Default has occurred and is continuing, the Noteholders representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and

(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

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SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

(a) The Issuer covenants that if (i) default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five days, or (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

(b) Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling Party as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured Party is not the Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Estate.

(c) If an Event of Default occurs and is continuing, the Trustee may in its discretion but with the consent of the Controlling Party and shall, at the direction of the Controlling Party, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Controlling Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

(d) Notwithstanding anything to the contrary contained in this Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the written direction of the Controlling Party, or if an Insurer Default shall have occurred and be continuing, at the written direction of a majority of the Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Controlling Party or the Noteholders shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

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(e) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or person performing similar functions in any such Proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Noteholders allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

(f) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

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(g) All rights of action and of asserting claims under this Indenture, the Spread Account Agreement or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(h) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture or the Spread Account Agreement), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

SECTION 5.4 Remedies.

(a) If an Event of Default shall have occurred and be continuing, the Controlling Party may do one or more of the following (subject to Section 5.5):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such moneys adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Notes; and

(iv) direct the Trust Collateral Agent to sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that

(A) if the Insurer is the Controlling Party, the Insurer may not sell or otherwise liquidate the Trust Estate following an Insurance Agreement Indenture Cross Default unless:

(I) such Insurance Agreement Indenture Cross Default arises from a claim being made on the Note Policy or from the bankruptcy, insolvency, receivership or liquidation of the Trust or the Seller, or

(II) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest; or

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(B) if the Trust Collateral Agent is the Controlling Party, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless

(I) such Event of Default is of the type described in Section 5.1(i) or (ii); or

(II) either

(x) the Holders of 100% of the Outstanding Amount of the Notes consent thereto, or

(y) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and amounts due to the Insurer, or

(z) the Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Trustee provides prior written notice to the Rating Agencies and obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes.

In determining such sufficiency or insufficiency with respect to clauses (y) and (z), the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.5 Optional Preservation of the Receivables. If the Trust Collateral Agent is the Controlling Party and if the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes and amounts due to the Insurer, and the Trustee shall take such desire into account when determining whether or not to direct the Trust Collateral Agent to maintain possession of the Trust Estate. In determining whether to direct the Trust Collateral Agent to maintain possession of the Trust Estate, the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

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SECTION 5.6 Priorities.

(a) Following (1) the acceleration of the Notes pursuant to Section 5.2 or (2) if an Insurer Default shall have occurred and be continuing, the occurrence of an Event of Default pursuant to Sections 5.1(i), 5.1(ii), 5.1(v), 5.1(vi) or 5.1(vii) of this Indenture or (3) the receipt of Insolvency Proceeds pursuant to Section 10.1(b) of the Sale and Servicing Agreement, the Available Funds, including any money or property collected pursuant to Section 5.4 of this Indenture and any such Insolvency Proceeds, shall be applied by the Trust Collateral Agent on the related Distribution Date in the following order of priority:

FIRST: amounts due and owing and required to be distributed to the Servicer (provided there is no Servicer Termination Event), the Lockbox Bank, the Lockbox Processor, the Owner Trustee, the Trustee, the Trust Collateral Agent and the Backup Servicer, respectively, pursuant to clauses (i) and (ii) of Section 5.7(a) of the Sale and Servicing Agreement and not previously distributed, ratably and without preference or priority of any kind without regard to any caps set forth in clauses (i) and (ii) of Section 5.7(a) of the Sale and Servicing Agreement;

SECOND: to Noteholders for amounts due and unpaid on the Notes for interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest;

THIRD: to Noteholders for amounts due and unpaid on the Notes for principal, first, to the Noteholders of the Class A-1 Notes until paid off and, second, ratably without preference or priority, to the Noteholders of the Class A-2 Notes and the Class A-3 Notes until paid off, according to the amounts due and payable on the Notes for principal;

FOURTH: to the Insurer, the Premium and any amounts due and owing to the Insurer pursuant to the Insurance Agreement and not paid;

FIFTH: to the Collateral Agent to be applied as provided in the Spread Account Agreement.

(b) The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.6. At least 15 days before such record date the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and the amount to be paid.

SECTION 5.7 Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(ii) the Holders of not less than 25% of the Outstanding Amount of the Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder;

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(iii) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;

(v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the Notes; and

(vi) an Insurer Default shall have occurred and be continuing;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

SECTION 5.8 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.9 Restoration of Rights and Remedies. If the Controlling Party or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11 Delay or Omission Not a Waiver. No delay or omission of the Trustee, the Controlling Party, the Insurer or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

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SECTION 5.12 Control by Noteholders. If the Trust Collateral Agent is the Controlling Party, the Holders of a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trust Collateral Agent, as Controlling Party, or the Trustee, as applicable, with respect to the Notes or exercising any trust or power conferred on the Controlling Party or the Trustee; provided that

(i) such direction shall not be in conflict with any rule of law or with this Indenture;

(ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be by the Noteholders representing not less than 100% of the Outstanding Amount of the Notes;

(iii) if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

(iv) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Article VI, the Trustee need not take any action that it determines might involve it in liability, financial or otherwise, without receiving indemnity satisfactory to it, or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.13 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.4, the Insurer or, if an Insurer Default shall have occurred and be continuing, the Noteholders of not less than a majority of the Outstanding Amount of the Notes may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

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SECTION 5.14 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs and expenses, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

SECTION 5.15 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.16 Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

SECTION 5.17 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Trustee to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b) If the Trust Collateral Agent is the Controlling Party and if an Event of Default has occurred and is continuing, the Controlling Party may, and, at the written direction of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

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ARTICLE VI

The Trustee and the Trust Collateral Agent

SECTION 6.1 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents to which it is a Party and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12.

(d) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

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(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.

(f) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h) The Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any representative of the Insurer at the expense of the Trust, during the Trustee’s normal business hours, to examine all books of account, records, reports and other papers of the Trustee relating to the Notes, to make copies and extracts therefrom and to discuss the Trustee’s affairs and actions, as such affairs and actions relate to the Trustee’s duties with respect to the Notes, with the Trustee’s officers and employees responsible for carrying out the Trustee’s duties with respect to the Notes.

(i) The Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement.

(j) The Trustee shall, and hereby agrees that it will, hold the Note Policy in trust, and will hold any proceeds of any claim on the Note Policy in trust solely for the use and benefit of the Noteholders.

(k) Without limiting the generality of this Section 6.1, the Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (iv) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance of observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as custodian of the Receivable Files under the Sale and Servicing Agreement.

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

SECTION 6.2 Rights of Trustee.

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, AmeriCredit Financial Services, Inc., or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Noteholders or the Controlling Party, pursuant to the provisions of this Indenture, unless such Noteholders or the Controlling Party shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.

(g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Insurer (so long as no Insurer Default shall have occurred and be continuing) or (if an Insurer Default shall have occurred and be continuing) by the Noteholders evidencing not less than 25% of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

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(h) The Trustee shall not be liable for any losses on investments except for losses resulting from the failure of the Trustee to make an investment in accordance with instructions given in accordance hereunder. If the Trustee acts as the Note Paying Agent or Note Registrar, the rights and protections afforded to the Trustee shall be afforded to the Note Paying Agent and Note Registrar.

SECTION 6.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-Note Paying Agent may do the same with like rights. However, the Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 6.5 Notice of Defaults. If an Event of Default occurs and is continuing and if it is either known by, or written notice of the existence thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder notice of the Default within 90 days after such knowledge or notice occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Trustee may withhold the notice to the Noteholder if and so long as it in good faith determines that withholding the notice is in the interests of Noteholders.

SECTION 6.6 Reports by Trustee to Holders. At the end of each calendar year, the Trustee shall deliver to each person who at any time during the calendar year was a Noteholder a statement as to the aggregate amounts of interest and principal paid to the Noteholder, to the extent required by the Code, and any other information as may be reasonably required to enable such Holder to prepare its federal and state income tax returns.

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SECTION 6.7 Compensation and Indemnity.

(a) Pursuant to Section 5.7(a) of the Sale and Servicing Agreement, the Issuer shall, or shall cause the Servicer to, pay to the Trustee, the Trust Collateral Agent and the Backup Servicer (subject to any applicable caps) from time to time compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Trustee, the Trust Collateral Agent and the Backup Servicer (subject to any applicable caps) for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s, the Trust Collateral Agent’s and the Backup Servicer’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent, the Backup Servicer and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or the administration of this Trust and the performance of its duties hereunder. The Trustee, the Trust Collateral Agent or the Backup Servicer shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee, the Collateral Agent, the Trust Collateral Agent or the Backup Servicer to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article XI of the Sale and Servicing Agreement. The Issuer shall cause the Servicer to defend the claim, and the Trustee, the Trust Collateral Agent or the Backup Servicer may have separate counsel and the Issuer shall cause the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee, the Trust Collateral Agent or the Backup Servicer through the Trustee’s, the Trust Collateral Agent’s or the Backup Servicer’s own willful misconduct, negligence or bad faith.

(b) The Issuer’s payment obligations to the Trustee, the Trust Collateral Agent or the Backup Servicer pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Trustee or the Trust Collateral Agent or the Backup Servicer. When the Trustee, the Collateral Agent, the Trust Collateral Agent or the Backup Servicer incurs expenses after the occurrence of a Default specified in Section 5.1(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law. Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Trustee agrees that the obligations of the Issuer (but not the Servicer) to the Trustee hereunder and under the Basic Documents shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of the Certificateholder or any Noteholder. In addition, the Trustee agrees that its recourse to the Issuer, the Trust Estate, the Seller and amounts held pursuant to the Spread Account Agreement shall be limited to the right to receive the distributions referred to in Section 5.7(a) of the Sale and Servicing Agreement.

SECTION 6.8 Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer and the Insurer. The Issuer may and, at the request of the Insurer (unless an Insurer Default shall have occurred and be continuing) shall, remove the Trustee, if:

(i) the Trustee fails to comply with Section 6.11;

(ii) a court having jurisdiction in the premises in respect of the Trustee in an involuntary case or proceeding under federal or State banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Trustee or for any substantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs;

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(iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law is commenced with respect to the Trustee and such case is not dismissed within 60 days;

(iv) the Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in furtherance of any of the foregoing; or

(v) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee acceptable to the Insurer (so long as an Insurer Default shall not have occurred and be continuing). If the Issuer fails to appoint such a successor Trustee, the Insurer may appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Insurer and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture subject to satisfaction of the Rating Agency Condition. The successor Trustee shall mail a notice of its succession to the Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, the Insurer or the Holders of a majority in Outstanding Amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 6.11, any Noteholder (with the prior written consent of the Insurer, so long as an Insurer Default shall not have occurred and be continuing) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8 and payment of all fees and expenses owed to the outgoing Trustee.

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Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and the Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee.

SECTION 6.9 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee. The Trustee shall provide the Rating Agencies and the Insurer prior written notice of any such transaction.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 6.10 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustee with the consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b) Every 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 Trustee shall be conferred or imposed upon and exercised or performed by the 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 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 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 Estate 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 Trustee;

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(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and

(iii) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the 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 Indenture and the conditions of this Article VI. 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 Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the 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 Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall invest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e) Any and all amounts relating to the fees and expenses of the co-trustee or separate trustee will be borne by the Trust Estate.

SECTION 6.11 Eligibility: Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term debt rating of BBB-, or an equivalent rating, or better by the Rating Agencies. The Trustee shall provide copies of such reports to the Insurer upon request. The Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 6.12 Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

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SECTION 6.13 Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints Wells Fargo Bank, National Association, as the Trust Collateral Agent with respect to the Collateral, and Wells Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trust Collateral Agent with respect to the Collateral for the Issuer Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trust Collateral Agent in accordance with the provisions of this Indenture and the other Basic Documents. Each Issuer Secured Party hereby authorizes the Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto, including, but not limited to, the execution of any powers of attorney. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that neither the Trustee nor the Trust Collateral Agent shall act upon its own accord or in accordance with any instructions (i) if such actions are not authorized by, or in violation of the provisions of, this Indenture, (ii) if such actions are in violation of any applicable law, rule or regulation or (iii) with respect to actions for which the Trustee has been directed to act but for which the Trustee has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

SECTION 6.14 Performance of Duties. The Trust Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Indenture and the other Basic Documents to which the Trust Collateral Agent is a party or as directed by the Controlling Party in accordance with this Indenture. The Trust Collateral Agent shall not be required to take any discretionary actions hereunder except at the written direction and with reasonable security and indemnity satisfactory to the Trust Collateral Agent. The Trust Collateral Agent shall, and hereby agrees that it will, subject to this Article, perform all of the duties and obligations required of it under the Sale and Servicing Agreement.

SECTION 6.15 Limitation on Liability. Neither the Trust Collateral Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Trust Collateral Agent shall be liable for its negligence, bad faith or willful misconduct; nor shall the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof). Notwithstanding any term or provision of this Indenture, the Trust Collateral Agent shall incur no liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Trust Collateral Agent in connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Trust Collateral Agent, and, further, shall incur no liability to the Issuer Secured Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer Secured Parties. The Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Trust Collateral Agent) the Trust Collateral Agent shall not be required to make any independent investigation with respect thereto. The Trust Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trust Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with the advice of such counsel. The Trust Collateral Agent shall not be under any obligation to exercise any of the remedial rights or powers vested in it by this Indenture or to follow any direction from the Controlling Party or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder unless it shall have received reasonable security or indemnity satisfactory to the Trust Collateral Agent against the costs, expenses and liabilities which might be incurred by it.

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SECTION 6.16 Reliance Upon Documents. In the absence of negligence, bad faith or willful misconduct on its part, the Trust Collateral Agent shall be entitled to conclusively rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

SECTION 6.17 Successor Trust Collateral Agent.

(a) Merger. Any Person into which the Trust Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Trust Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Trust Collateral Agent hereunder) be and become a successor Trust Collateral Agent hereunder and be vested with all of the title to and interest in the Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Issuer Secured Parties in the Collateral; provided that any such successor shall also be the successor Trustee under Section 6.9.

(b) Resignation. The Trust Collateral Agent and any successor Trust Collateral Agent may resign at any time by so notifying the Issuer and the Insurer; provided that the Trust Collateral Agent shall not so resign unless it shall also resign as Trustee hereunder.

(c) Removal. The Trust Collateral Agent may be removed by the Controlling Party at any time (and should be removed at any time that the Trustee has been removed), with or without cause, by an instrument or concurrent instruments in writing delivered to the Trust Collateral Agent, the other Issuer Secured Party and the Issuer. A temporary successor may be removed at any time to allow a successor Trust Collateral Agent to be appointed pursuant to subsection (d) below. Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Trust Collateral Agent and the acceptance in writing by such successor Trust Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, and (ii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 3.6.

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(d) Acceptance by Successor. The Controlling Party shall have the sole right to appoint each successor Trust Collateral Agent. Every temporary or permanent successor Trust Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Trustee, each Issuer Secured Party and the Issuer an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Collateral to the successor Trust Collateral Agent, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Issuer Secured Party or the Issuer, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer or an Issuer Secured Party is reasonably required by a successor Trust Collateral Agent to more fully and certainly vest in such successor the estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in the Trust Collateral Agent, any and all such written instruments shall, at the request of the temporary or permanent successor Trust Collateral Agent, be forthwith executed, acknowledged and delivered by the Trustee or the Issuer, as the case may be. The designation of any successor Trust Collateral Agent and the instrument or instruments removing any Trust Collateral Agent and appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the records relating to the Collateral and, to the extent required by applicable law, filed or recorded by the successor Trust Collateral Agent in each place where such filing or recording is necessary to effect the transfer of the Collateral to the successor Trust Collateral Agent or to protect or continue the perfection of the security interests granted hereunder.

SECTION 6.18 Compensation. The Trust Collateral Agent shall not be entitled to any compensation for the performance of its duties hereunder other than the compensation it is entitled to receive in its capacity as Trustee.

SECTION 6.19 Representations and Warranties of the Trust Collateral Agent and the Issuer. (a) The Trust Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows:

(i) Due Organization. The Trust Collateral Agent is a national banking association and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(ii) Corporate Power. The Trust Collateral Agent has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as Trust Collateral Agent hereunder.

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(iii) Due Authorization. The execution and delivery by the Trust Collateral Agent of this Indenture and the other Transaction Documents to which it is a party, and the performance by the Trust Collateral Agent of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings and no further approvals or filings, including any governmental approvals, are required for the valid execution and delivery by the Trust Collateral Agent, or the performance by the Trust Collateral Agent, of this Indenture and such other Basic Documents.

(iv) Valid and Binding Indenture. The Trust Collateral Agent has duly executed and delivered this Indenture and each other Basic Document to which it is a party, and each of this Indenture and each such other Basic Document constitutes the legal, valid and binding obligation of the Trust Collateral Agent, enforceable against the Trust Collateral Agent in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(v) No Conflicts. The execution and delivery of each Basic Document to which it is a party by the Trust Collateral Agent and the performance by the Trust Collateral Agent of its obligations thereunder, in its capacity as Trust Collateral Agent or otherwise, do not conflict with or result in any violation of (i) any law or regulation of the United States of America governing the banking or trust powers of the Trust Collateral Agent or (ii) the articles of incorporation and by-laws of the Trust Collateral Agent.

(vi) No Actions. To the best of the Trust Collateral Agent’s knowledge, there are no actions, proceedings or investigations known to the Trust Collateral Agent, either pending or threatened in writing, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality which would, if adversely determined, affect in any material respect the consummation, validity or enforceability against the Trust Collateral Agent, in its capacity as Trust Collateral Agent or otherwise, of any Basic Document.

(b) The Issuer hereby represents and warrants that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Schedule A is true and correct. Such representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, but shall survive the pledge of the Receivables to the Trust Collateral Agent and shall not be waived.

SECTION 6.20 Waiver of Setoffs. The Trust Collateral Agent hereby expressly waives any and all rights of setoff that the Trust Collateral Agent may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and the Sale and Servicing Agreement.

SECTION 6.21 Control by the Controlling Party. The Trust Collateral Agent shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party, except that if any Event of Default shall have occurred and be continuing, the Trust Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Issuer.

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ARTICLE VII

Noteholders’ Lists and Reports

SECTION 7.1 Issuer to Furnish to Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Note Registrar, no such list shall be required to be furnished. If Definitive Notes have been issued pursuant to Section 2.12, the Trustee or, if the Trustee is not the Note Registrar, the Issuer shall furnish to the Insurer in writing on an annual basis on each June 30 and at such other times as the Insurer may request a copy of the list.

SECTION 7.2 Preservation of Information; Communications to Noteholders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c) The Issuer, the Trustee and the Note Registrar shall have the protection of TIA § 312(c).

SECTION 7.3 Reports by Issuer.

(a) The Issuer shall:

(i) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

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(iii) supply to the Trustee (and the Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.4 Reports by Trustee. If required by TIA § 313(a), within 60 days after each May 31, beginning with May 31, 2010, the Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Trustee if and when the Notes are listed on any stock exchange.

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trust Collateral Agent pursuant to this Indenture and the Sale and Servicing Agreement. The Trustee shall apply all such money received by it, or cause the Trust Collateral Agent to apply all money received by it as provided in this Indenture and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses and other amounts pursuant to Section 6.7 and all amounts due to the Insurer under the Basic Documents, the Trust Collateral Agent may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trust Collateral Agent as provided in this Article VIII shall be bound to ascertain the Trust Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

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(b) The Trust Collateral Agent shall, at such time as there are no Notes outstanding and all sums due the Trustee pursuant to Section 6.7 have been paid, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.

SECTION 8.3 Opinion of Counsel. The Trust Collateral Agent shall receive at least seven days’ notice when requested by the Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Trustee shall also require as a condition to such action, an Opinion of Counsel in form and substance satisfactory to the Trustee and the Insurer and addressed to the Trustee and the Insurer, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

ARTICLE IX

Supplemental Indentures

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

(a) Without the consent of the Holders of any Notes but with the written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) and with prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trust Collateral Agent any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trust Collateral Agent;

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(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of the Holders of the Notes;

(vi) to eliminate or conform the Insurance Agreement Events of Default that constitute Insurance Agreement Indenture Cross Defaults listed in Schedule B hereto to the definition of “Insurance Agreement Indenture Cross Default” in the Insurance Agreement, as such definition may amended or supplemented from time to time;

(vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) The Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies by the Issuer and with the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing), as evidenced to the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee and the Insurer, adversely affect in any material respect the interests of any Noteholder.

(c) Notwithstanding the foregoing, if an Insurer Default has occurred and is continuing, no amendment under Section 9.1 or 9.2 shall materially adversely affect the Insurer without the Insurer’s prior written consent.

SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, with the written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing), and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided however, that if an Insurer Default has occurred and is continuing, such supplemental indenture will not materially and adversely affect the interest of the Insurer; provided further, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

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(ii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(iii) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(v) reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;

(vi) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date or any Insured Distribution Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(viii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

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The Trustee may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the amendments or modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel (a copy of which shall be delivered to the Insurer) stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5 Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

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ARTICLE X

Redemption of Notes

SECTION 10.1 Redemption.

(a) The Notes shall be redeemed in whole, but not in part, on any Distribution Date on which the Servicer or Seller exercises its option to purchase the Trust Estate pursuant to Section 10.1(a) of the Sale and Servicing Agreement, for a purchase price equal to the Redemption Price; provided, however, that no such redemption may be effected unless the Issuer has available funds sufficient to pay the Redemption Price plus all amounts due and payable to the Insurer under the Insurance Agreement on such Distribution Date. The Servicer or the Issuer shall furnish the Insurer and the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Trustee not later than 25 days prior to the Redemption Date and the Issuer shall deposit with the Trustee in the Collection Account the amount required to be so deposited pursuant to Section 10.1(a) of the Sale and Servicing Agreement, whereupon all outstanding Notes shall be due and payable on the Redemption Date subject to the furnishing of a notice complying with Section 10.2 to each Holder of Notes.

(b) In the event that the assets of the Trust are distributed pursuant to Section 8.1 of the Trust Agreement, all amounts on deposit in the Note Distribution Account shall be paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Trustee not later than 45 days prior to the Redemption Date, whereupon all such amounts shall be payable on the Redemption Date.

SECTION 10.2 Form of Redemption.

(a) Notice of redemption under Section 10.1(a) shall be given by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price;

(iii) that the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); and

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(iv) that interest on the Notes shall cease to accrue on the Redemption Date.

(b) Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

(c) Prior notice of redemption under Section 10.1(b) is not required to be given to the Noteholders.

SECTION 10.3 Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption, as required by Section 10.2 (in the case of redemption pursuant to Section 10.1(a)), on the Redemption Date, become due and payable at the Redemption Price, and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

SECTION 11.1 Compliance Certificates and Opinions, etc. Upon any application or request by the Issuer to the Trustee or the Trust Collateral Agent to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee or the Trust Collateral Agent, as the case may be, and to the Insurer (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(iv) a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with.

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Trust Collateral Agent that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Trust Collateral Agent and the Insurer an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuer is required to furnish to the Trust Collateral Agent and the Insurer an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Trust Collateral Agent and the Insurer an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% percent of the Outstanding Amount of the Notes.

(iii) Other than with respect to the release of any Purchased Receivables, Sold Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Trust Collateral Agent and the Insurer an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuer is required to furnish to the Trustee and the Insurer an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Trust Collateral Agent and the Insurer an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Purchased Receivables, Sold Receivables and Defaulted Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1 percent of the then Outstanding Amount of the Notes.

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(v) Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents.

SECTION 11.2 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3 Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Notes, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

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(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any customary manner of the Trustee.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4 Notices, etc., to Trustee, Issuer, Insurer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a) The Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall be deemed to have been duly given upon receipt to the Trustee at its Corporate Trust Office, or

(b) The Issuer by the Trustee or by any Noteholder shall be sufficient for every purpose hereunder if personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall deemed to have been duly given upon receipt to the Issuer addressed to: AmeriCredit Automobile Receivables Trust 2010-A, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.

(c) The Insurer by the Issuer or the Trustee shall be sufficient for any purpose hereunder if in writing and mailed by registered mail or personally delivered or telexed or telecopied to the recipient as follows:

To the Insurer:	Assured Guaranty Corp.
	31 West 52nd Street
	New York, NY 10019
	Attention: Transaction Oversight Department

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Re: AmeriCredit Receivables-Backed Notes Series 2010-A, Policy No. D-2010-66
Confirmation:	(212) 974-0100
Telecopy No.:	(212) 339-3518

(In each case in which notice or other communication to the Insurer refers to an Event of Default, a claim on the Note Policy or with respect to which failure on the part of the Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel and the Head—Financial Guaranty Group “URGENT MATERIAL ENCLOSED.”)

Notices required to be given to the Rating Agencies by the Issuer, the Trustee or the Owner Trustee shall be in writing, personally delivered, electronically delivered, delivered by overnight courier or mailed certified mail, return receipt requested to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich Street, Asset Finance Group – 24^th Floor, New York, New York 10007 and (ii) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com; for any information not available in electronic format, send hard copies to: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, 42nd floor, New York, New York 10041, Attention: ABS Surveillance Group; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner here in provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

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Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION 11.6 [Reserved].

SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9 Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of the Trust Collateral Agent in this Indenture shall bind its successors.

SECTION 11.10 Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11 Benefits of Indenture. The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of this Indenture, and shall be entitled to rely upon and directly to enforce such provisions of this Indenture so long as no Insurer Default shall have occurred and be continuing; provided, however, that any right or benefit expressly granted to the Insurer under this Indenture shall survive and the Insurer shall remain a third-party beneficiary hereunder to enforce such right or obtain such benefit, notwithstanding the occurrence and continuance of an Insurer Default, unless such right or benefit is expressly conditioned upon no Insurer Default having occurred and be continuing. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Noteholders, and any other party secured hereunder, and any other person with an Ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. The Insurer may disclaim any of its rights and powers under this Indenture (in which case the Trustee may exercise such right or power hereunder), but not its duties and obligations under the Note Policy, upon delivery of a written notice to the Trustee.

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In exercising any of its voting rights, rights to direct or consent or any other rights as the Insurer under this Indenture or any other Basic Document, subject to the terms and conditions of this Indenture, the Insurer shall not have any obligation or duty to any Person to consider or take into account the interests of any Person and shall not be liable to any Person for any action taken by it or at its discretion or any failure by it to act or to direct that any action be taken, without regard to whether such inaction or action benefits or adversely affects any Noteholder, the Issuer or any other Person.

SECTION 11.12 Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL BE, GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 11.15 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other counsel reasonably acceptable to the Trustee and the Insurer) to the effect that such recording is necessary either for the protection of the Noteholders or any other person secured hereunder or for the enforcement of any right or remedy granted to the Trustee or the Trust Collateral Agent under this Indenture or the Collateral Agent under the Spread Account Agreement.

SECTION 11.16 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under this Indenture, any other Basic Document or any certificate or other writing delivered in connection herewith or therewith, against (i) the Seller, the Servicer, the Backup Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Backup Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Backup Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Backup Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent, the Backup Servicer and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

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SECTION 11.17 No Petition. The Trustee and the Trust Collateral Agent, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Seller, or the Issuer, or join in any institution against the Seller, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee or of the Insurer, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, (ii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or an affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by the Indenture approved in advance by the Servicer or the Issuer or (E) to any independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Servicer or the Issuer.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed by their respective officers, hereunto duly authorized, all as of the day and year first above written.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A,
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ Bethany J. Taylor
	Name:	Bethany J. Taylor
	Title:	Financial Services Officer
WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Trustee and Trust Collateral Agent
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President

[Indenture]

EXHIBIT A-1

REGISTERED $36,000,000

No. RB-A-1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03061L AA1

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

CLASS A-1 0.31327% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of THIRTY-SIX MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $36,000,000 and the denominator of which is $36,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-1 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the March 7, 2011 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from March 31, 2010. Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

A-1-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note Policy”) issued by Assured Guaranty Corp. (the “Insurer”), pursuant to which the Insurer has unconditionally guaranteed payments with respect to each Distribution Date will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in the Indenture and the Sale and Servicing Agreement. The Record Date applicable to any Insured Distribution Date is the Record Date applicable to the related Distribution Date.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-1-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: March 31, 2010	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	By:
		Authorized Signer

A-1-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1 0.31327% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an Indenture dated as of March 25, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May 6, 2010. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing if the Insurer has declared the Notes to be immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be continuing, on the date on which an Event of Default shall have occurred and be continuing and the Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

A-1-4

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Minneapolis, Minnesota.

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law).

A-1-5

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

A-1-6

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

(name and address of assignee)                                                     

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                                              1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-1-8

EXHIBIT A-2

REGISTERED $ 71,000,000

No. RB-A-2

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03061L AB9

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

CLASS A-2 1.46% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of SEVENTY-ONE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $71,000,000 and the denominator of which is $71,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-2 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the November 6, 2013 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from March 31, 2010. Interest will be computed on the basis of a 360 day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

A-2-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note Policy”) issued by Assured Guaranty Corp. (the “Insurer”), pursuant to which the Insurer has unconditionally guaranteed payments with respect to each Distribution Date will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in the Indenture and the Sale and Servicing Agreement. The Record Date applicable to any Insured Distribution Date is the Record Date applicable to the related Distribution Date.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: March 31, 2010	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	By:
		Authorized Signer

A-2-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2 1.46% Asset Backed Notes (herein called the “Class A-2 Notes”), all issued under an Indenture dated as of March 25, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May 6, 2010. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing if the Insurer has declared the Notes to be immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be continuing, on the date on which an Event of Default shall have occurred and be continuing and the Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.

A-2-4

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Minneapolis, Minnesota.

The Issuer shall pay interest on overdue installments of interest at the Class A-2 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law).

A-2-5

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

A-2-6

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

(name and address of assignee)                                                     

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                                              1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-2-8

EXHIBIT A-3

REGISTERED $ 93,000,000

No. RB-A-3

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03061L AC7

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

CLASS A-3 3.51% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of NINETY-THREE MILLION DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $93,000,000 and the denominator of which is $93,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-3 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the July 6, 2017 Distribution Date (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from March 31, 2010. Interest will be computed on the basis of a 360 day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

A-3-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

The Notes are entitled to the benefits of a financial guaranty insurance policy (the “Note Policy”) issued by Assured Guaranty Corp. (the “Insurer”), pursuant to which the Insurer has unconditionally guaranteed payments with respect to each Distribution Date will be paid on or prior to the related Insured Distribution Date, all as more fully set forth in the Indenture and the Sale and Servicing Agreement. The Record Date applicable to any Insured Distribution Date is the Record Date applicable to the related Distribution Date.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-3-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.
	AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
	By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee under the Trust Agreement
	By:
		Name:
		Title:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture.
Date: March 31, 2010	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	By:
		Authorized Signer

A-3-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-3 3.51% Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an Indenture dated as of March 25, 2010 (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and Wells Fargo Bank, National Association, as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”), which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-3 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the sixth day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May 6, 2010. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal balance of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable (i) on the date on which an Event of Default shall have occurred and be continuing if the Insurer has declared the Notes to be immediately due and payable in the manner provided in the Indenture, so long as an Insurer Default shall not have occurred and be continuing or (ii) if an Insurer Default shall have occurred and be continuing, on the date on which an Event of Default shall have occurred and be continuing and the Trustee or the Holders of the Notes representing not less than a majority of the Outstanding Amount of the Notes have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

A-3-4

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in Minneapolis, Minnesota.

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition and holding of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein that is a Benefit Plan Entity shall be deemed to represent that its acquisition and holding of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption (or, if it is subject to any Similar Law, such acquisition and holding will not violate such Similar Law).

A-3-5

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and the Insurer and any agent of the Issuer, the Trustee or the Insurer may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Insurer and of the Noteholders representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

A-3-6

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither Wilmington Trust Company in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests of the Owner Trustee in the assets of the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-3-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

(name and address of assignee)                        

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                                                      1
	Signature Guaranteed:

¹ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-3-8

SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Representations and Warranties Regarding the Receivables:

1. Security Interest in Financed Vehicle. This Indenture creates a valid and continuing Security Interest (as defined in the applicable UCC) in the Receivables in favor of the Trust Collateral Agent, which Security Interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien (other than the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.

2. All Filings Made. The Issuer has taken all steps necessary to perfect the Trust Collateral Agent’s security interest in the property securing the Receivables, provided that, if not done as of the Closing Date, the Issuer will cause, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the State of Delaware under applicable law in order to perfect the security interest in the Receivables granted to the Trust Collateral Agent hereunder. All financing statements filed or to be filed against the Issuer in favor of the Trust Collateral Agent in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or a security interest in any collateral described in this financing statement will violate the rights of the Trust Collateral Agent.”

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

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

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

Sched. A-1

6. Possession of Original Copy. The Servicer, as Custodian on behalf of the Issuer, has in its possession or control the original contract (or with respect to “electronic chattel paper”, the authoritative copy) that constitutes or evidences the Receivable.

7. One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

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

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

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

Sched. A-2

SCHEDULE B

INSURANCE AGREEMENT INDENTURE CROSS DEFAULTS

As of the Closing Date, the following Insurance Agreement Events of Default shall constitute Insurance Agreement Indenture Cross Defaults, so long as no Insurer Default shall have occurred and be continuing and so long as the Insurance Agreement has not been terminated. This Schedule may be waived, terminated or amended from time to time without the consent of the Noteholders to conform to the Insurance Agreement should such Insurance Agreement Indenture Cross Defaults be amended pursuant to the terms of the Insurance Agreement. Terms used in this Schedule B shall have the meanings assigned to such terms in the Insurance Agreement.

1. A demand for payment shall be made under the Notes Policy;

2. Any of the Trust, AmeriCredit, the Company or AFS SenSub shall fail to pay its debts generally as they come due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or shall institute any proceeding seeking to adjudicate it insolvent or seeking a liquidation, or shall take advantage of any insolvency act, or shall commence a case or other proceeding naming it as debtor under the United States Bankruptcy Code or similar law, domestic or foreign, or a case or other proceeding shall be commenced against any of the Trust, AmeriCredit, the Company or AFS SenSub under the United States Bankruptcy Code or similar law, domestic or foreign, or any proceeding shall be instituted against any of the Trust, AmeriCredit, the Company or AFS SenSub seeking liquidation of their respective assets and such Person shall fail to take appropriate action resulting in the withdrawal or dismissal of such proceeding within 30 days or there shall be appointed or any of the Trust, AmeriCredit, the Company or AFS SenSub shall consent to, or acquiesce in, the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such Person or the whole or any substantial part of its respective properties or assets or such Person shall take any corporate action in furtherance of any of the foregoing;

3. On any Insured Distribution Date, after taking into account the application in accordance with Section 5.7(a) of the Sale and Servicing Agreement on the related Distribution Date of the sum of Available Funds, any Deficiency Claim Amount Deposits and any Accelerated Payment Amount Shortfall Deposits with respect to such related Distribution Date and the amounts available in the Series 2010-A Spread Account (prior to withdrawals therefrom in accordance with the terms of the Spread Account Agreement), any amounts payable on such related Distribution Date pursuant to clauses (i), (ii), (iii) or (v) of Section 5.7(a) of the Sale and Servicing Agreement have not been paid in full;

4. The Trust becomes taxable as an association (or publicly traded partnership) taxable as a corporation for federal or state income tax purposes;

Sched. B-1

5. Any default in the observance or performance of any covenant or agreement of the Trust made in the Indenture (other than a default in the payment of the interest or principal on any Note when due) or any representation or warranty of the Trust made in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Trust and the Indenture Trustee by Assured Guaranty, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied;

6. To the extent applicable, the failure of the Company or AFS SenSub to comply with Section 2.8(j) of the Insurance Agreement.

Sched. B-2

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED

TRUST AGREEMENT

between

AFS SENSUB CORP.

Seller

and

WILMINGTON TRUST COMPANY

Owner Trustee

Dated as of March 25, 2010

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	6
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	8
SECTION 2.12.	Derivative Contracts	8
ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST		9
SECTION 3.1.	Initial Ownership	9
SECTION 3.2.	The Certificate	9
SECTION 3.3.	Authentication of Certificate	10
SECTION 3.4.	Registration of Transfer and Exchange of Certificate	10
SECTION 3.5.	Mutilated, Destroyed, Lost or Stolen Certificates	11
SECTION 3.6.	Persons Deemed Certificateholders	11
SECTION 3.7.	Maintenance of Office or Agency	12
SECTION 3.8.	Disposition in Whole But Not in Part	12
SECTION 3.9.	ERISA Restrictions	12
ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS		12
SECTION 4.1.	Prior Notice to Holder with Respect to Certain Matters	12
SECTION 4.2.	Action by Certificateholder with Respect to Certain Matters	13
SECTION 4.3.	Restrictions on Certificateholder’s Power	13
SECTION 4.4.	Rights of Insurer	13
SECTION 4.5.	Action with Respect to Bankruptcy Action	14
SECTION 4.6.	Covenants and Restrictions on Conduct of Business	15
ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE		16
SECTION 5.1.	General Authority	16
SECTION 5.2.	General Duties	17
SECTION 5.3.	Action upon Instruction	17
SECTION 5.4.	No Duties Except as Specified in this Agreement or in Instructions	18

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SECTION 5.5.	No Action Except under Specified Documents or Instructions	18
SECTION 5.6.	Restrictions	18
ARTICLE VI. CONCERNING THE OWNER TRUSTEE		19
SECTION 6.1.	Acceptance of Trusts and Duties	19
SECTION 6.2.	Furnishing of Documents	20
SECTION 6.3.	Representations and Warranties	20
SECTION 6.4.	Reliance; Advice of Counsel	21
SECTION 6.5.	Not Acting in Individual Capacity	21
SECTION 6.6.	Owner Trustee Not Liable for Certificate or Receivables	21
SECTION 6.7.	Owner Trustee May Own Notes	22
SECTION 6.8.	Payments from Owner Trust Estate	22
SECTION 6.9.	Doing Business in Other Jurisdictions	22
ARTICLE VII. COMPENSATION OF OWNER TRUSTEE		22
SECTION 7.1.	Owner Trustee’s Fees and Expenses	22
SECTION 7.2.	Indemnification	23
SECTION 7.3.	Payments to the Owner Trustee	23
SECTION 7.4.	Non-recourse Obligations	23
ARTICLE VIII. TERMINATION OF TRUST AGREEMENT		23
SECTION 8.1.	Termination of Trust Agreement	23
ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		25
SECTION 9.1.	Eligibility Requirements for Owner Trustee	25
SECTION 9.2.	Resignation or Removal of Owner Trustee	25
SECTION 9.3.	Successor Owner Trustee	26
SECTION 9.4.	Merger or Consolidation of Owner Trustee	26
SECTION 9.5.	Appointment of Co-Trustee or Separate Trustee	26
ARTICLE X. MISCELLANEOUS		28
SECTION 10.1.	Supplements and Amendments	28
SECTION 10.2.	No Legal Title to Owner Trust Estate in Certificateholder	29
SECTION 10.3.	Limitations on Rights of Others	29
SECTION 10.4.	Notices	29
SECTION 10.5.	Severability	30
SECTION 10.6.	Separate Counterparts	30
SECTION 10.7.	Assignments; Insurer	30
SECTION 10.8.	No Recourse	30
SECTION 10.9.	Headings	30
SECTION 10.10.	GOVERNING LAW	30
SECTION 10.11.	Servicer	30
SECTION 10.12.	Nonpetition Covenants	31
SECTION 10.13.	Third Party Beneficiary	31
SECTION 10.14.	Regulation AB	31

ii

EXHIBITS

EXHIBIT A	FORM OF CERTIFICATE
EXHIBIT B	FORM OF CERTIFICATE OF TRUST

iii

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 25, 2010 between AFS SENSUB CORP., a Nevada corporation, as depositor (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 March 5, 2010 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.

“Bankruptcy Action” shall have the meaning assigned to such term in Section 4.5(a).

“Basic Documents” shall mean this Agreement, the Certificate of Trust, the Sale and Servicing Agreement, the Indenture, the Spread Account Agreement, the Underwriting Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement, the Insurance Agreement, the Indemnification Agreement, the Premium Letter, the Custodian Agreement and the other documents and certificates delivered in connection therewith, as the same may be amended, restated or supplemented from time to time in accordance with their terms.

“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.

“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).

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

“Derivative Contract” means any ISDA Master Agreement, together with the related Schedule and Confirmation, entered into by the Trust and a Derivative Counterparty in accordance with Section 2.12, as the same may be amended, restated or supplemented from time to time.

“Derivative Contract Collection Account” has the meaning specified in Section 2.12.

“Derivative Counterparty” means any counterparty to a Derivative Contract as provided in Section 2.12.

“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 March 25, 2010, between the Trust and Wells Fargo Bank, National Association, as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

“Instructing Party” shall have the meaning assigned to such term in Section 5.3.

“Insurer” shall mean Assured Guaranty Corp., or its successor in interest.

“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 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.

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“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 March 25, 2010, among the Trust, the Seller, AmeriCredit Financial Services, Inc. and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent, as the same may be amended and supplemented from time to time in accordance with its terms.

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

“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 March 25, 2010 among the Insurer, the Seller and the Collateral Agent, as the same may be amended, supplemented or otherwise modified in accordance with the terms thereof.

“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, Wells Fargo Bank, National Association, 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.

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(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.

ARTICLE II.

Organization

SECTION 2.1. Name. There is hereby continued a Delaware statutory trust to be known as “AmeriCredit Automobile Receivables Trust 2010-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.

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 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 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;

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(iv) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder;

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

(vi) 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

(vii) 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 the Depositor of the sum of $1,000 which contribution shall constitute the initial Owner Trust Estate. The Depositor acknowledges that such contribution has been transferred to, and is being held by, Wells Fargo Bank, National Association, as agent for the Trust in an account established by Wells Fargo Bank, National Association, on behalf of the Trust, which contribution shall constitute the initial Owner 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 has filed the Certificate of Trust with the Secretary of State and such filing is hereby ratified in all respects.

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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.

(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 outside 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 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. The Depositor is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification.

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(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 action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary 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.

(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 Insurer; and

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(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 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.

(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. Derivative Contracts.

(a) The Trust, at the direction of the Seller, shall execute and deliver Derivative Contracts in such form as the Seller shall approve, as evidenced conclusively by the Trust’s execution thereof, such Derivative Contracts being solely for the benefit of the Certificateholder; provided, however, that neither the execution and delivery of any such Derivative Contract nor the consummation of any transaction contemplated thereunder shall give rise to a non-exempt prohibited transaction described in Section 406 of ERISA or 4975(c)(1) of the Code. Any such Derivative Contract shall constitute a fully prepaid agreement. Any acquisition of a Derivative Contract shall be accompanied by (i) an Opinion of Counsel addressed to the Insurer provided by, and at the expense of, the Seller to the effect that the existence of the Derivative Contract will not cause the Trust to be characterized as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (ii) the prior written consent of the Insurer to the acquisition of such Derivative Contract, such consent not to be unreasonably withheld; provided that such consent shall not be deemed to be unreasonably withheld if the proposed Derivative Contract does not satisfy the requirements set forth in clauses (b) and (c) below and (iii) confirmation from the Rating Agencies that the then-current rating of the Notes, and the rating of the Notes without taking into account the existence of the Policy, will not be qualified, reduced or withdrawn as a result of the acquisition of such Derivative Contract. Prior to the acquisition of any Derivative Contracts by the Trust, the Trust at the direction and expense of the Seller, shall establish and maintain in its own name an Eligible Deposit Account (the “Derivative Contract Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust on behalf of the Certificateholder. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be deposited into the Derivative Contract Collection Account for distribution to the Certificateholder on the Distribution Date following receipt thereof by the Trust in accordance with Section 5.7(a) of the Sale and Servicing Agreement.

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(b) No Derivative Contract shall provide for any payment obligation on the part of the Trust. Each Derivative Contract must (i) contain a non-petition covenant from the Derivative Counterparty, (ii) limit payment dates thereunder to Payment Dates and (iii) contain a provision limiting any cash payments due to the Derivative Counterparty under such Derivative Contract solely to payments made upon the execution of the Derivative Contract in accordance with subclause (a) above that are paid from amounts on deposit in the Collection Account that are available to make payments to the Certificateholder on such Payment Date in accordance with Section 5.7(a) of the Sale and Servicing Agreement.

(c) In addition to the requirements contained in subclause (a) above, each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to the Collection Account at least one Business Day prior to the related Payment Date, (ii) provide that in the event of the occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority percentage interest of the Certificateholders, (iii) prohibit the Derivative Counterparty from “setting-off” or “netting” other obligations of the Trust and its Affiliates against such Derivative Counterparty’s payment obligations thereunder and (iv) satisfy the Rating Agency Condition.

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.

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SECTION 3.3. Authentication of Certificate. 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. Notwithstanding the foregoing and without any additional action, the Depositor hereby directs that a Certificate representing all the beneficial interest in the Trust be issued in the name of, and delivered to, AFS SenSub Corp., as initial Certificateholder. 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 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 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.

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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.

Notwithstanding the foregoing, no sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Certificateholders to more than ninety-nine (99). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in the Certificate and (ii) a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the 99 holder limitation set out above.

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 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 Insurer and any agent of the Owner Trustee, the Certificate Registrar and the 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 Insurer nor any agent of the Owner Trustee, the Certificate Registrar or the Insurer shall be bound by any notice to the contrary.

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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 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 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.”

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, (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, or (iv) an employee benefit plan subject to any federal, state, local or non-U.S. laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Code (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 30^th 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

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(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. The Owner Trustee shall not have the power, except upon the direction of the Certificateholder or the 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 Insurer. Notwithstanding anything to the contrary in the Basic Documents, without the prior written consent of the 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).

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SECTION 4.5. Action with Respect to Bankruptcy Action

(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 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 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) with 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 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.

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SECTION 4.6. Covenants and Restrictions on Conduct of Business.

(a) 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;

(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 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;

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(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;

(xiv) not identify itself as a division (other than for tax reporting purposes) 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 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 $36,000,000, Class A-2 Notes in the aggregate principal amount of $71,000,000 and Class A-3 Notes in the aggregate principal amount of $93,000,000. 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.

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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.

SECTION 5.3. Action upon Instruction.

(a) Subject to Article IV and the terms of the Spread Account Agreement, the 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 Insurer as the Instructing Party until such time as the Owner Trustee has received written notice that the 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.

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(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.

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.

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ARTICLE VI.

Concerning the Owner Trustee

SECTION 6.1. Acceptance of Trusts and Duties. 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 or any Derivate Contract, 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 Insurer, the Trustee, the Trust Collateral Agent, the Collateral Agent, any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the Basic Documents;

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(f) the Owner Trustee shall not be liable for the default or misconduct of the 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

(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 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 any Derivate Contract, 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.

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.

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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.

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 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 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.

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(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 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.

(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.

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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 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 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 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 Insurer may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

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 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 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.

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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 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 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.

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 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 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 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.

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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

(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 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.

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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 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 delivered to the Insurer and the Owner Trustee 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 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 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.

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.

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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 (which shall also be delivered to the Insurer) 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 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.

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., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer; if to the Insurer, addressed to Insurer, Assured Guaranty Corp., 31 West 52nd Street, New York, NY 10019, Attention: Risk Management Department, Confirmation: (212) 974-0100, Telecopy No.: (212) 339-3518 (in each case in which notice or other communication to the Insurer refers to an Event of Default, a claim on the Note Policy or with respect to which failure on the part of the Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel of Assured Guaranty and, in all cases, any original and each copy shall be marked “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.

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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; Insurer. This Agreement shall inure to the benefit of and be binding upon the parties hereto and the 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 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.

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 and 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.

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SECTION 10.12. Nonpetition Covenants.

(a) To the fullest extent permitted by applicable law, 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.

(b) To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the provisions of Section 4.5, the Owner Trustee 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 an involuntary 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 Insurer shall be an express third party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto.

SECTION 10.14. Regulation AB. The Owner Trustee acknowledges and agrees that the purpose of this Section 10.14 is to facilitate compliance by the Trust with the provisions of Regulation AB and related rules and regulations of the Commission. The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees hereby to comply with reasonable requests made by the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Owner Trustee shall cooperate fully with the Servicer and the Trust to deliver to the Servicer and the Trust any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Servicer to permit the Servicer and the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee reasonably believed by the Servicer to be necessary in order to effect such compliance.

[Remainder of page intentionally left blank]

31

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/ Bethany J. Taylor
	Name:	Bethany J. Taylor
	Title:	Financial Services Officer
AFS SENSUB CORP., as Seller
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. 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:	Executive Vice President, Structured Finance

[Amended and Restated Trust Agreement]

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 2010-A (the “Trust”) formed by AFS SenSub Corp., a Nevada corporation (the “Seller”).

The Trust was created pursuant to a Trust Agreement dated as of March 5, 2010, as amended and restated as of March 25, 2010 (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 March 25, 2010, between the Trust and Wells Fargo Bank, National Association, as trustee and trust collateral agent, are three classes of Notes designated as “Class A-1 0.31327% Asset Backed Notes” (the “Class A-1 Notes”), “Class A-2 1.46% Asset Backed Notes” (the “Class A-2 Notes”) and “Class A-3 3.51% Asset Backed Notes” (the “Class A-3 Notes” and together with the Class A-1 Notes and the Class A-2 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 Cutoff Date, 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 March 25, 2010 between 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.

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.

A-2

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 2010-A
	By:	WILMINGTON TRUST COMPANY
		not in its individual capacity but
		solely as Owner Trustee
Dated: March 31, 2010	By:
		Name:
		Title:

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:
	Name:
	Title:

A-3

(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.

No sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar or be effective hereunder, if the sale or transfer thereof increases to more than 99 the sum of the number of Certificateholders.

The Owner Trustee, the Insurer and any agent of the Owner Trustee or the 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 Insurer nor any such agent shall be affected by any notice to the contrary.

A-4

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.

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 Section 4975 of the Code, (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, or (d) an employee benefit plan subject to any federal, state, local or non-U.S. laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Code (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.

A-5

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-6

EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

OF

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-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 2010-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:

EX-4.3

Exhibit 4.3

SALE AND SERVICING

AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Backup Servicer and Trust Collateral Agent

Dated as of March 25, 2010

TABLE OF CONTENTS

		Page
ARTICLE I Definitions		1
SECTION 1.1.	Definitions	1
SECTION 1.2.	Other Definitional Provisions	21
ARTICLE II Conveyance of Receivables		22
SECTION 2.1.	Conveyance of Receivables	22
SECTION 2.2.	[Reserved]	23
SECTION 2.3.	Further Encumbrance of Trust Property	23
SECTION 2.4.	Intention of the Parties.	23
ARTICLE III The Receivables		24
SECTION 3.1.	Representations and Warranties of Seller	24
SECTION 3.2.	Repurchase upon Breach	25
SECTION 3.3.	Custody of Receivable Files	26
ARTICLE IV Administration and Servicing of Receivables		27
SECTION 4.1.	Duties of the Servicer and the Backup Servicer	27
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables; Lockbox Agreements	28
SECTION 4.3.	Realization upon Receivables	31
SECTION 4.4.	Insurance	33
SECTION 4.5.	Maintenance of Security Interests in Vehicles	35
SECTION 4.6.	Covenants, Representations, and Warranties of Servicer	36
SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant	36
SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by Servicer	37
SECTION 4.9.	Preliminary Servicer’s Certificate and Servicer’s Certificate	38
SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer Termination Event	38
SECTION 4.11.	Annual Independent Public Accountants’ Report	39
SECTION 4.12.	Access to Certain Documentation and Information Regarding Receivables	40
SECTION 4.13.	Monthly Tape	41
ARTICLE V Trust Accounts; Distributions; Statements to Noteholders		42
SECTION 5.1.	Establishment of Trust Accounts	42
SECTION 5.2.	[Reserved]	44
SECTION 5.3.	Certain Reimbursements to the Servicer	44
SECTION 5.4.	Application of Collections	45
SECTION 5.5.	Withdrawals from Spread Account	45
SECTION 5.6.	Additional Deposits	46
SECTION 5.7.	Distributions	46
SECTION 5.8.	Note Distribution Account	48
SECTION 5.9.	[Reserved]	49
SECTION 5.10.	Statements to Noteholders	49

i

SECTION 5.11.	Optional Deposits by the Insurer	50
ARTICLE VI The Note Policy		51
SECTION 6.1.	Claims Under Note Policy	51
SECTION 6.2.	Preference Claims Under Note Policy	52
SECTION 6.3.	Surrender of Note Policy	53
ARTICLE VII The Seller		53
SECTION 7.1.	Representations of Seller	53
SECTION 7.2.	Corporate Existence	55
SECTION 7.3.	Liability of Seller; Indemnities	55
SECTION 7.4.	Merger or Consolidation of, or Assumption of the Obligations of, Seller	56
SECTION 7.5.	Limitation on Liability of Seller and Others	57
SECTION 7.6.	Ownership of the Certificates or Notes	57
ARTICLE VIII The Servicer and the Backup Servicer		57
SECTION 8.1.	Representations of Servicer	57
SECTION 8.2.	Representations of Backup Servicer	59
SECTION 8.3.	Liability of Servicer and Backup Servicer; Indemnities	60
SECTION 8.4.	Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer	62
SECTION 8.5.	Limitation on Liability of Servicer, Backup Servicer and Others	63
SECTION 8.6.	Delegation of Duties	64
SECTION 8.7.	Servicer and Backup Servicer Not to Resign	65
ARTICLE IX Default		66
SECTION 9.1.	Servicer Termination Event	66
SECTION 9.2.	Consequences of a Servicer Termination Event	67
SECTION 9.3.	Appointment of Successor	68
SECTION 9.4.	Notification to Noteholders	69
SECTION 9.5.	Waiver of Past Defaults	70
SECTION 9.6.	Backup Servicer Termination	70
ARTICLE X		70
Termination		70
SECTION 10.1.	Optional Purchase of All Receivables	70
ARTICLE XI Administrative Duties of the Servicer		71
SECTION 11.1.	Administrative Duties	71
SECTION 11.2.	Records	73
SECTION 11.3.	Additional Information to be Furnished to the Issuer	73
ARTICLE XII Miscellaneous Provisions		73
SECTION 12.1.	Amendment	73
SECTION 12.2.	Protection of Title to Trust	75
SECTION 12.3.	Notices	77

ii

SECTION 12.4.	Assignment	77
SECTION 12.5.	Limitations on Rights of Others	78
SECTION 12.6.	Severability	78
SECTION 12.7.	Separate Counterparts	78
SECTION 12.8.	Headings	78
SECTION 12.9.	Governing Law	78
SECTION 12.10.	Assignment to Trust Collateral Agent	78
SECTION 12.11.	Nonpetition Covenants	79
SECTION 12.12.	Limitation of Liability of Owner Trustee and Trust Collateral Agent	79
SECTION 12.13.	Independence of the Servicer	79
SECTION 12.14.	No Joint Venture	80
SECTION 12.15.	State Business Licenses	80
SCHEDULES
Schedule A	Schedule of Receivables
Schedule B	Representations and Warranties of the Seller and the Servicer
Schedule C	Servicing Policies and Procedures
EXHIBITS
Exhibit A	Form of Servicer’s Certificate
Exhibit B	Form of Preliminary Servicer’s Certificate

iii

SALE AND SERVICING AGREEMENT dated as of March 25, 2010, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Backup Servicer and Trust Collateral Agent.

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

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

WHEREAS the Servicer is willing to service all such receivables;

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

“AmeriCredit” means AmeriCredit Financial Services, Inc.

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

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

2

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

“Available Funds” means, with respect to any Distribution Date, the sum of (i) the Collected Funds for the related Collection Period, (ii) all Purchase Amounts deposited in the Trust Accounts during the related Collection Period, plus Investment Earnings with respect to the Trust Accounts and the Spread Account for the related Collection Period, (iii) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.3 of the Indenture since the preceding Distribution Date by the Trust Collateral Agent or Controlling Party for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture and (iv) the proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 hereof.

“Backup Servicer” means Wells Fargo Bank, National Association so long as it is the Trustee hereunder, or any successor backup servicer appointed in accordance with Section 8.7.

“Base Servicing Fee” means, with respect to any Collection Period, the fee payable to the Servicer for services rendered during such Collection Period, which shall be equal to the product of (i) the Servicing Fee Rate times (ii) the aggregate Principal Balance of the Receivables as of the opening of business on the first day of such Collection Period (or in the case of the first Distribution Date, March 26, 2010) times (iii) one-twelfth (or in the case of the first Distribution Date, the actual number of days during the Collection Period divided by 360).

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

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

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

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

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

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

3

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

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

“Closing Date” means March 31, 2010.

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

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

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

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

“Collection Period” means, with respect to the first Distribution Date, the period beginning as of the close of business on March 25, 2010, and ending as of the close of business on April 30, 2010. With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such day: (i) all applications of collections and (ii) all distributions.

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

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

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

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

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

“Corporate Trust Office” means (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee, which at the time of execution of this agreement is Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, and (ii) with respect to the Trustee, the Trust

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Collateral Agent, the Backup Servicer and the Collateral Agent, the principal office thereof at which at any particular time its corporate trust business shall be administered, which at the time of execution of this agreement is Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust Office.

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

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

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

“Cutoff Date” means March 25, 2010.

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

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

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

“Deficiency Claim Amount” means, with respect to any Determination Date, after taking into account the application on the related Distribution Date of the Available Funds for the related Collection Period, an amount equal to the sum of, without duplication (i) any shortfall in the payment of the full amounts described in clauses (i), (ii), (iii) and (v) of Section 5.7(a)

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herein, (ii) the Noteholders’ Parity Deficit Amount, if any, for such Distribution Date and (iii) if the related Distribution Date is the Final Scheduled Distribution Date of any Class, any remaining outstanding principal balance of such Class, to the extent that such amount is available on the related Distribution Date in accordance with the terms of the Spread Account Agreement.

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

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

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

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

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

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

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

“Determination Date” means, with respect to any Collection Period the earlier of (i) the second Business Day preceding the Distribution Date in the next calendar month, and (ii) the fourth Business Day preceding the Insured Distribution Date in the next calendar month.

“Distribution Date” means, with respect to each Collection Period, the sixth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing May 6, 2010. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month.

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

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

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

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

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

(b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities (including depository receipts issued by any such

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institution or trust company as custodian with respect to any obligation referred to in clause (a) above or portion of such obligation for the benefit of the holders of such depository receipts); provided, however, that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Distribution Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1 and from Fitch of F1+ (if rated by Fitch);

(c) commercial paper and demand notes investing solely in commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1 and from Fitch of F1+ (if rated by Fitch);

(d) investments in money market funds (including funds for which the Trust Collateral Agent or the Owner Trustee in each of their individual capacities or any of their respective Affiliates is investment manager, controlling party or advisor) having a rating from Standard & Poor’s of AAA-m or AAAm-G, from Moody’s of Aaa and from Fitch of AAA/V1+ (if rated by Fitch) and having been approved by the Insurer;

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

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

(g) any other investment which would satisfy the Rating Agency Condition and is consistent with the ratings of the Securities (any investment identified to the Rating Agencies prior to the Closing Date and made on the Closing Date, or as soon after the Closing Date as is reasonably practicable, shall be deemed to satisfy the Rating Agency Condition and to be consistent with the ratings of the Securities, upon the assignment of initial ratings of the Securities by the Rating Agencies on the Closing Date) and which, so long as no Insurer Default shall have occurred and be continuing, has been approved by the Insurer, or any other investment that by its terms converts to cash within a finite period, if the Rating Agency Condition is satisfied with respect thereto; and

(h) cash denominated in United States dollars.

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

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

“FDIC” means the Federal Deposit Insurance Corporation.

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“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the March 7, 2011 Distribution Date, (ii) the Class A-2 Notes, the November 6, 2013 Distribution Date and (iii) the Class A-3 Notes, the July 6, 2017 Distribution Date.

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

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

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

“Indemnification Agreement” means the Indemnification Agreement dated as of March 25, 2010, among the Insurer, the Seller and Credit Suisse Securities (USA) LLC and RBS Securities Inc., as the Underwriters.

“Indenture” means the Indenture dated as of March 25, 2010, between the Issuer and Wells Fargo Bank, National Association, as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

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

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

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

“Insurance Agreement” means the Insurance and Indemnity Agreement, dated as of March 25, 2010, among the Insurer, the Trust, the Seller, AmeriCredit Corp. and AmeriCredit, as the same may be amended or supplemented from time to time.

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

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

“Insured Distribution Date” means the twelfth day of each month, or, if such twelfth day is not a Business Day, the next following Business Day. In the event that, on any Distribution Date, the Noteholders did not receive the full amount of the Scheduled Payment (as defined in the Note Policy) then due to them, such shortfall (together with, in the case of an interest shortfall, interest thereon at the related Interest Rate) shall be due and payable and shall be funded on the Insured Distribution Date either from the Spread Account (if any amounts remain available to be drawn therefrom following application of amounts on deposit therein on the related Distribution Date) or from the proceeds of a drawing under the Note Policy. The Record Date applicable to an Insured Distribution Date shall be the Record Date applicable to the related Distribution Date.

“Insurer” means Assured Guaranty Corp., a Maryland domiciled insurance company, or any successor thereto, as issuer of the Note Policy.

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

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

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

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

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

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“Interest Period” means, with respect to any Distribution Date, the period from and including the most recent Distribution Date on which interest has been paid (or in the case of the first Distribution Date, from and including the Closing Date) to, but excluding, the following Distribution Date. In the case of the first Distribution Date, the Interest Period shall be 36 days for the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

“Interest Rate” means, with respect to (i) the Class A-1 Notes, 0.31327% per annum (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period), (ii) the Class A-2 Notes, 1.46% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months and (iii) the Class A-3 Notes, 3.51% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months.

“Investment Company Act” means the Investment Company Act of 1940.

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

“Issuer” means AmeriCredit Automobile Receivables Trust 2010-A.

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

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

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

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

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

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

“Lockbox Account Agreement” means the Lockbox Account Agreement, dated as of March 25, 2010, by and among AmeriCredit, JPMorgan Chase Bank, N.A. and the Trust Collateral Agent, as such agreement may be amended or supplemented from time to time, unless the Trust Collateral Agent shall cease to be a party thereunder, or such agreement shall be terminated in accordance with its terms, in which event “Lockbox Account Agreement” shall mean any replacement agreement, in form and substance acceptable to the Controlling Party, among the Servicer, the Trust Collateral Agent and the Lockbox Bank.

“Lockbox Agreements” means collectively, the Lockbox Account Agreement and the Lockbox Processing Agreement.

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

“Lockbox Processing Agreement” means the Lockbox Processing Agreement, dated as of March 25, 2010, by and among the Lockbox Processor, the Servicer and the Trust Collateral Agent, as such agreement may be amended or supplemented from time to time in accordance with its terms.

“Lockbox Processor” means Regulus Group II LLC, or its successors or assigns.

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

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

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

“Monthly Tape” has the meaning set forth in Section 4.13 hereof.

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

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

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

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

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

“Note Policy Claim Amount” means, for any Insured Distribution Date, the sum of (x) the excess, if any (without duplication) of (i) the sum of the Noteholders’ Interest Distributable Amount and the Noteholders’ Remaining Parity Deficit Amount for the related Distribution Date (excluding any portion of a Noteholders’ Interest Distributable Amount due to Noteholders representing interest on any Noteholders’ Interest Carryover Amount accrued from and including the date of payment of the amount of such Noteholders’ Interest Carryover Amount, unless the Insurer elects, in its sole discretion, to pay such amounts in whole or in part, pursuant to the Note Policy), together with, if such related Distribution Date was the Final Scheduled Distribution Date for any Class, the unpaid principal balance of such Class over (ii) the sum of (a) the amount actually deposited into the Note Distribution Account on such related Distribution Date (without duplication of any Deficiency Claim Amount received by the Trustee and included in Additional Funds Available) and (b) the Additional Funds Available, if any, for such Insured Distribution Date plus (y) the Noteholders’ Interest Carryover Amount, if any, which has accrued since the related Distribution Date.

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

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

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

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

“Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date); provided, that if such principal balance is further reduced by a payment of principal on the Insured Distribution Date which immediately follows such prior Distribution Date, then such interest shall accrue (i) from and including such prior Distribution Date to, but excluding, such related Insured Distribution Date, on the principal balance outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date) and (ii) from and including such Insured Distribution Date, to, but excluding, the following Distribution Date, on the principal balance outstanding as of the end of such Insured Distribution Date, calculated (x) for the Class A-1 Notes, on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period and (y) for the Class A-2 Notes and the Class A-3 Notes, on the basis of a 360-day year consisting of twelve 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period), except with respect to the first Interest Period.

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

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

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“Noteholders’ Percentage” means with respect to any Determination Date (i) relating to a Distribution Date prior to the Distribution Date on which the combined principal amount of the Class A-3 Notes is reduced to zero, 100%; (ii) relating to the Distribution Date on which the combined principal amount of the Class A-3 Notes is scheduled to be reduced to zero, the percentage equivalent of a fraction, the numerator of which is the combined outstanding principal balance of the Class A-3 Notes that remain unpaid immediately prior to such Distribution Date, and the denominator of which is the Principal Distributable Amount for such Distribution Date; and (iii) relating to any other Distribution Date, 0%.

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

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

“Noteholders’ Remaining Parity Deficit Amount” means, with respect to any Distribution Date, the Noteholders’ Parity Deficit Amount for such Distribution Date minus any reduction in the aggregate principal balance of the Notes made on such Distribution Date with funds withdrawn from the Spread Account.

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

“Officers’ Certificate” means a certificate signed by the chief executive officer, the president, any executive vice president, any senior vice president, any vice president, any assistant vice president, any treasurer, any assistant treasurer, any secretary or any assistant secretary of the Seller or the Servicer, as appropriate.

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

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

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

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

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

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

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

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

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

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

“Premium” has the meaning assigned to such term in the Insurance Agreement.

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

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

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

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“Prospectus Supplement” means the prospectus supplement, dated as of March 26, 2010, relating to the offering of the Notes, as filed with the Commission.

“Purchase Agreement” means the Purchase Agreement between the Seller and AmeriCredit, dated as of March 25, 2010, pursuant to which the Seller acquires the Receivables, as such Agreement may be amended from time to time.

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

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

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

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

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

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

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

“Record Date” means, with respect to each Distribution Date, the Business Day immediately preceding such Distribution Date, unless otherwise specified in the Indenture. The “Record Date” for any Insured Distribution Date shall be the “Record Date” applicable to the related Distribution Date.

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

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

“Required Pro Forma Note Balance” means, with respect to any Distribution Date, a dollar amount equal to the product of (x) the difference between (i) 100% and (ii) the “OC Level” (as defined in the Spread Account Agreement), which may step down over time in accordance with the terms of the Spread Account Agreement (which difference will initially equal 77.0%) and (y) the Pool Balance as of the end of the prior calendar month.

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

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

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

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

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

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

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

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

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

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

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

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

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

“Servicing Fee Rate” means 2.25% per annum.

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

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

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

“Spread Account Agreement” means the Spread Account Agreement dated as of March 25, 2010, among the Insurer, the Issuer and the Collateral Agent, as the same may be modified, supplemented or otherwise amended in accordance with the terms thereof.

“Spread Account Initial Deposit” means an amount equal to 2.0% of the aggregate Principal Balance of the Receivables on the Cutoff Date (which is equal to $4,761,997.16).

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor.

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

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

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

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

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

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

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

“Trust” means the Issuer.

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

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

“Trust Agreement” means the Trust Agreement dated as of March 5, 2010, between the Seller and the Owner Trustee, as amended and restated as of March 25, 2010, as the same may be amended and supplemented from time to time.

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

“Trust Officer” means, (i) in the case of the Trust Collateral Agent, the chairman or vice-chairman of the board of directors, any managing director, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, assistant vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any

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assistant controller or any other officer of the Trust Collateral Agent customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) in the case of the Owner Trustee, any officer in the corporate trust office of the Owner Trustee or any agent of the Owner Trustee under a power of attorney with direct responsibility for the administration of this Agreement or any of the Basic Documents on behalf of the Owner Trustee.

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

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

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

SECTION 1.2. Other Definitional Provisions.

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

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

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

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

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

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

ARTICLE II

Conveyance of Receivables

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

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

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

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

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

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

(f) the related Receivable Files;

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

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

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

SECTION 2.2. [Reserved].

SECTION 2.3. Further Encumbrance of Trust Property.

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

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

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

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

SECTION 2.4. Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of a bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the

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event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property for the benefit of the Issuer Secured Parties, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”):

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

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

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

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

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

(vi) the related Receivable Files;

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

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

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

ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Seller.

The Seller hereby represents and warrants that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Schedule B is true and

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correct on which the Issuer is deemed to have relied in acquiring the Receivables and upon which the Insurer shall be deemed to rely in issuing the Note Policy. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

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

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

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

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SECTION 3.3. Custody of Receivable Files.

(a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent shall enter into the Custodian Agreement with the Custodian, dated as of March 25, 2010, pursuant to which the Trust Collateral Agent shall revocably appoint the Custodian, and the Custodian shall accept such appointment, to act as the agent of the Trust Collateral Agent as custodian of the following documents or instruments in its possession or control (the “Receivable Files”) which shall be delivered to the Custodian as agent of the Trust Collateral Agent on or before the Closing Date (with respect to each Receivable):

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

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

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

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ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1. Duties of the Servicer and the Backup Servicer.

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

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

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

As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

(b) The Backup Servicer shall have the following duties: (i) prior to the Closing Date, the Backup Servicer shall have conducted an on-site visit of the Servicer’s operations in connection with this or similar Agreements, (ii) the Backup Servicer shall conduct on-site visits once every 12 months to meet with appropriate operations personnel to discuss any changes in processes and procedures that have occurred since the last visit, (iii) prior to the Closing Date, the Backup Servicer shall have completed all data-mapping, and (iv) not more than once per year, the Backup Servicer shall update or amend the data-mapping by effecting a data-map refresh upon receipt of written notice from the Servicer specifying updated or amended fields, if any, in (a) fields in the Monthly Tape or (b) fields confirmed in the original data-mapping referred to in clause (iii) above. Each on-site visit shall be at the cost of AmeriCredit.

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

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

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

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

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

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

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

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

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

(d) The Servicer shall, acting as agent for the Trust pursuant to a Lockbox Account Agreement, use its best efforts to notify or direct Obligors to make all payments on the Receivables, whether by check or by direct debit of the Obligor’s bank account, to be made directly to one or more Lockbox Banks or to the post office box established by the Lockbox

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Processor pursuant to the Lockbox Processing Agreement. The Servicer shall use its best efforts to notify or direct each Lockbox Bank and the Lockbox Processor to deposit all payments on the Receivables in the Lockbox Account no later than the Business Day after receipt, and to cause all amounts credited to the Lockbox Account on account of such payments to be transferred to the Collection Account no later than the second Business Day after receipt of such payments. The Lockbox Account shall be a demand deposit account held by the Lockbox Bank, or at the request of the Controlling Party, an Eligible Deposit Account.

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

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

In the event of a termination of the Servicer, the successor Servicer shall assume all of the rights and obligations of the outgoing Servicer under the Lockbox Agreements subject to the terms hereof. In such event, the successor Servicer shall be deemed to have assumed all of the outgoing Servicer’s interest therein and to have replaced the outgoing Servicer as a party to each such Lockbox Agreement to the same extent as if such Lockbox Agreements had been assigned to the successor Servicer, except that the outgoing Servicer shall not thereby be relieved of any liability or obligations on the part of the outgoing Servicer to the Lockbox Bank or the Lockbox Processor under such Lockbox Agreements. The outgoing Servicer shall, upon request of the Trust Collateral Agent, but at the expense of the outgoing Servicer, deliver to the successor Servicer all documents and records relating to each such Lockbox Agreement and an accounting of amounts collected and held by the Lockbox Bank and the Lockbox Processor and otherwise use its best efforts to effect the orderly and efficient transfer of the Lockbox Agreements to the successor Servicer. In the event that the Insurer (so long as an Insurer Default

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shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) elects to change the identity of the Lockbox Bank or Lockbox Processor, the outgoing Servicer, at its expense, shall cause the Lockbox Bank or Lockbox Processor to deliver, at the direction of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) to the Trust Collateral Agent or a successor Lockbox Bank or Lockbox Processor, all documents and records relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank or the Lockbox Processor (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lockbox arrangements and the Servicer shall notify the Obligors to make payments to the lockbox arrangements established by the successor.

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

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

SECTION 4.3. Realization upon Receivables.

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

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

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

SECTION 4.4. Insurance.

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

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

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

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

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SECTION 4.5. Maintenance of Security Interests in Vehicles.

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

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

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

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

(a) The Servicer covenants as follows:

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

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

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

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

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

SECTION 4.7. Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, the Insurer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee, a Responsible Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 1, 2 or 3 of the

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

SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer. On each Distribution Date, the Servicer shall be entitled to receive out of the Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection Period (together, the “Servicing Fee”) pursuant to Section 5.7. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to the Noteholders or the Insurer and all other fees and expenses of the Owner Trustee, the Collateral Agent, the Backup Servicer, the Trust Collateral Agent or the Trustee, except taxes levied or assessed against the Trust, and claims against the Trust in respect of indemnification, which taxes and claims in respect of indemnification against the Trust are expressly stated to be for the account of AmeriCredit). The Servicer shall be liable for the fees and expenses of the Owner Trustee, the Backup Servicer, the Trust Collateral Agent, the Trustee, the Custodian, the Collateral Agent, the Lockbox Bank (and any fees under the Lockbox Account Agreement), the Lockbox Processor (and any fees under the Lockbox Processing

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Agreement) and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be AmeriCredit, a successor to AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 shall not be liable for taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above.

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

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

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

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

(a) To the extent required by Section 1123 of Regulation AB, the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before March 31 of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March 31, 2011, an

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officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement throughout such period, or, if there has been a failure to fulfill any such obligation in any material respect, identifying each such failure known to such officer and the nature and status of such failure.

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

(c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March 31, 2011, a report regarding the Servicer’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

(d) To the extent required by Regulation AB, the Servicer will cause any affiliated servicer or any other party deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the Issuer, on or before March 31 of each year, beginning on March 31, 2011, a report regarding such party’s assessment of compliance with certain minimum servicing criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

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

SECTION 4.11. Annual Independent Public Accountants’ Report.

(a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Insurer, the Backup Servicer, on or before March 31

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(or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2011, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of the Servicer, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(b) Each party required to deliver an assessment of compliance described in Section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Insurer, the Backup Servicer and the Servicer, on or before March 31 (or 90 days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning in March 31, 2011, a report, dated as of December 31 of the preceding calendar year, addressed to the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(d), including disclosure of any material instance of non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(c) The Servicer shall cause a firm of Independent Accountants, who may also render other services to the Servicer or to the Seller, (1) to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and each Rating Agency, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on October 31, 2010, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date) (or such other period as shall have elapsed from the Closing Date to the date of such certificate (which period shall not be less than six months)), a copy of the Form 10-K filed with the United States Securities and Exchange Commission for AmeriCredit Corp., which filing includes a statement that such audit was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) upon request of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer or the Insurer, to issue an acknowledgement to the effect that such firm has audited the books and records of AmeriCredit Corp., in which the Servicer is included as a consolidated subsidiary, and issued its report pursuant to item (1) of this section and that the accounting firm is independent of the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants; and (3) to deliver to the Insurer, upon the request of the Insurer, such request not being more often than annually, a report on the application of agreed upon procedures to three randomly selected Servicer’s Certificates including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificates were found.

SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Insurer reasonable access to the documentation regarding the Receivables. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours. Nothing in this

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Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

SECTION 4.13. Monthly Tape. No later than the second Business Day after each Distribution Date (but at least four Business Days prior to the related Insured Distribution Date), the Servicer will deliver to the Trust Collateral Agent, the Insurer and the Backup Servicer a computer tape and a diskette (or any other electronic transmission acceptable to the Trust Collateral Agent, the Insurer and the Backup Servicer) in a format acceptable to the Trust Collateral Agent, the Insurer and the Backup Servicer containing the information with respect to the Receivables as of the preceding Accounting Date necessary for preparation of the Servicer’s Certificate relating to the immediately preceding Determination Date and necessary to review the application of collections as provided in Section 5.4 (the “Monthly Tape”). The Backup Servicer shall use such tape or diskette (or other electronic transmission acceptable to the Trust Collateral Agent and the Backup Servicer) to (i) confirm that such tape, diskette or other electronic transmission is in readable form, and (ii) calculate and confirm (A) the aggregate amount distributable as principal on the related Distribution Date to each Class of Notes, (B) the aggregate amount distributable as interest on the related Distribution Date to each Class of Notes, (C) any amounts distributable on the related Distribution Date which are to be paid with funds withdrawn from the Spread Account, (D) any payments required to be made by the Insurer under the Note Policy, (E) the outstanding principal amount of each Class of Notes after giving effect to all distributions made pursuant to clause (A), above, (F) the Note Pool Factor for each Class of Notes after giving effect to all distributions made pursuant to clause (A), above, and (G) the aggregate Noteholders’ Principal Carryover Amount and the aggregate Noteholders’ Interest Carryover Amount on such Distribution Date after giving effect to all distributions made pursuant to clauses (A) and (B), above, respectively. The Backup Servicer shall certify to the Trustee that it has verified the Servicer’s Certificate in accordance with this Section and shall notify the Servicer and the Trustee of any discrepancies, in each case, on or before the fifth Business Day following the Distribution Date. In the event that the Backup Servicer reports any discrepancies, the Servicer and the Backup Servicer shall attempt to reconcile such discrepancies prior to the next succeeding Distribution Date, but in the absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the next succeeding Distribution Date. In the event that the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the next succeeding Distribution Date, the Servicer shall cause the Independent Accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the last day of the month after the month in which such Servicer’s Certificate was delivered, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Determination Date. In addition, upon the occurrence of a Servicer Termination Event the Servicer shall, if so requested by the Controlling Party, deliver to the Backup Servicer or any successor Servicer its Collection Records and its Monthly Records within 15 days after demand therefor and a computer tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables. Other than the duties specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken or omitted by the Servicer.

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ARTICLE V

Trust Accounts; Distributions;

Statements to Noteholders

SECTION 5.1. Establishment of Trust Accounts.

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

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

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

(c) All Investment Earnings of moneys deposited in each Trust Account shall be deposited (or caused to be deposited) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution Date, and any loss resulting from such investments shall be charged to such Trust Account. The Servicer will not direct the Trust Collateral Agent to make any investment of any funds held in any of the

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Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Trust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust Collateral Agent, to such effect.

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.2. [Reserved].

SECTION 5.3. Certain Reimbursements to the Servicer. The Servicer will be entitled to be reimbursed from amounts on deposit in the Collection Account with respect to a Collection Period for amounts previously deposited in the Collection Account but later determined by the Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.7(a)(i) upon certification by the Servicer of such amounts and the provision of such information to the Trust Collateral Agent and the Insurer as may be necessary in the opinion of the Insurer to verify the accuracy of such certification; provided, however, that the Servicer must provide such clarification within 12

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months of such mistaken deposit, posting, or returned check. In the event that the Insurer has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to this Section, the Insurer shall (unless an Insurer Default shall have occurred and be continuing) give the Trust Collateral Agent notice in writing to such effect, following receipt of which the Trust Collateral Agent shall not make a distribution to the Servicer in respect of such amount pursuant to Section 5.7, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.7, the Trust Collateral Agent shall withhold such amounts from amounts otherwise distributable to the Servicer on the next succeeding Distribution Date. The Servicer will additionally be entitled to receive from amounts on deposit in the Collection Account with respect to a Collection Period any amounts paid by Obligors that were deposited in the Lockbox Account but that do not relate to (i) principal and interest payments due on the Receivables and (ii) any fees or expenses related to extensions due on the Receivables.

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

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

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

SECTION 5.5. Withdrawals from Spread Account.

(a) In the event that the Preliminary Servicer’s Certificate with respect to any Determination Date shall state that there is a Deficiency Claim Amount with respect to the related Distribution Date, then the Trust Collateral Agent shall deliver to the Collateral Agent, the Owner Trustee, the Trustee, the Insurer and the Servicer, by hand delivery or facsimile transmission, (1) no later than 2:00 p.m. Eastern time on the Business Day preceding such Distribution Date, a written notice (a “Deficiency Notice”) specifying the Deficiency Claim Amount for such Distribution Date and (2) no later than 12:00 noon Eastern time on the fourth Business Day immediately preceding the related Insured Distribution Date, the Note Policy Claim Amount, if any. Such Deficiency Notice shall direct the Collateral Agent to remit such Deficiency Claim Amount (to the extent of the funds available to be distributed pursuant to the Spread Account Agreement) to the Trust Collateral Agent for deposit in the Collection Account on the related Distribution Date.

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

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

SECTION 5.6. Additional Deposits.

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

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

SECTION 5.7. Distributions

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

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

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

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(iii) from the Available Funds and any Deficiency Claim Amount Deposits, to the Note Distribution Account, the Noteholders’ Interest Distributable Amount;

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

(v) from the Available Funds and any Deficiency Claim Amount Deposits to the Insurer, the Premium and any amounts owing to the Insurer under the Insurance Agreement and not paid;

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

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

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

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

(b) On each Insured Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, then on deposit in the Collection Account, and in accordance with the priorities set forth in Section 5.7(a) and the Trust Collateral Agent shall deposit in the Note Distribution Account the lesser of (i) the amount received from the Insurer as proceeds of a draw on the Note Policy and (ii) any excess of the Scheduled Payments (as defined in the Note Policy) due on such Insured Distribution Date over the amount of all Available Funds, Deficiency Claim Amount Deposits and Accelerated Payment Amount Shortfall Deposits previously deposited in the Note Distribution Account with respect to the related Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a) hereof or Section 5.6 of the Indenture, as applicable.

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

SECTION 5.8. Note Distribution Account.

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

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

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

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

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

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

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

(c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted

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to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (c). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred.

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

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

SECTION 5.9. [Reserved].

SECTION 5.10. Statements to Noteholders.

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

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

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

(iii) the amount of such distribution payable out of amounts withdrawn from the Spread Account and the amount, if any, expected to be paid under the Note Policy on the related Insured Distribution Date;

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

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

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

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

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

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

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

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

(b) The Trust Collateral Agent will make available each month to each Noteholder the statements referred to in Section 5.10(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Trust Collateral Agent’s internet website with the use of a password provided by the Trust Collateral Agent. The Trust Collateral Agent’s internet website will be located at www.CTSLink.com or at such other address as the Trust Collateral Agent shall notify the Noteholders from time to time. For assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s Corporate Trust Office at (866) 846-4526. The Trust Collateral Agent shall have the right to change the way the statements referred to in Section 5.10(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. The Trust Collateral Agent shall provide notification of any such change to all parties entitled to receive such statements in the manner described in Section 12.3 hereof, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

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

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ARTICLE VI

The Note Policy

SECTION 6.1. Claims Under Note Policy.

(a) In the event that the Trust Collateral Agent has delivered a Deficiency Notice with respect to any Determination Date pursuant to Section 5.5 hereof, the Trust Collateral Agent shall on the related Draw Date determine the Note Policy Claim Amount for the related Insured Distribution Date. If the Note Policy Claim Amount for such Insured Distribution Date is greater than zero, the Trust Collateral Agent shall furnish to the Insurer no later than 12:00 noon Eastern time on the related Draw Date a completed Notice of Claim (as defined in (b) below) in the amount of the Note Policy Claim Amount. Amounts paid by the Insurer pursuant to a claim submitted under this Section shall (to the extent provided in Section 5.7(b)) be deposited by the Trust Collateral Agent into the Note Distribution Account for payment to Noteholders on the related Insured Distribution Date.

(b) Any notice delivered by the Trust Collateral Agent to the Insurer shall be in the form attached as Exhibit A to the Note Policy pursuant to subsection 6.1(a), shall specify the Note Policy Claim Amount claimed under the Note Policy and shall constitute a “Notice of Claim” under the Note Policy. In accordance with the provisions of the Note Policy, the Insurer is required to pay to the Trust Collateral Agent the Note Policy Claim Amount properly claimed thereunder by 10:00 a.m., New York time, on the later of (i) the third Business Day following receipt on a Business Day of the Notice of Claim, and (ii) the applicable Insured Distribution Date. Any payment made by the Insurer under the Note Policy shall be applied solely to the payment of the Notes, and for no other purpose.

(c) The Trust Collateral Agent shall (i) receive as attorney-in-fact of the Trustee and each Noteholder any Note Policy Claim Amount from the Insurer and (ii) deposit the same in the Note Distribution Account for distribution to Noteholders. Any and all Note Policy Claim Amounts disbursed by the Trustee or Trust Collateral Agent from claims made under the Note Policy shall not be considered payment by the Trust or from the Spread Account with respect to such Notes, and shall not discharge the obligations of the Trust with respect thereto. The Insurer shall, to the extent it makes any payment with respect to the Notes, become subrogated to the rights of the recipients of such payments to the extent of such payments. Subject to and conditioned upon any payment with respect to the Notes by or on behalf of the Insurer, the Trustee and the Trust Collateral Agent shall assign to the Insurer all rights to the payment of interest or principal with respect to the Notes which are then due for payment to the extent of all payments made by the Insurer, and, without limiting any rights of the Insurer, the Insurer may exercise any option, vote, right, power or the like with respect to the Notes to the extent that it has made payment pursuant to the Note Policy. To evidence such subrogation, the Note Registrar shall note the Insurer’s rights as subrogee upon the register of Noteholders upon receipt from the Insurer of proof of payment by the Insurer. The foregoing subrogation shall in all cases be subject to the rights of the Noteholders to receive all Scheduled Payments (as defined in the Note Policy) in respect of the Notes.

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

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

SECTION 6.2. Preference Claims Under Note Policy.

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

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

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

SECTION 6.3. Surrender of Note Policy. The Trustee shall surrender (or cause the Trust Collateral Agent to surrender) the Note Policy to the Insurer for cancellation upon the expiration of such policy in accordance with the terms thereof.

ARTICLE VII

The Seller

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

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

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

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

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

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

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

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

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

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

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

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(k) Investment Company Act. Neither the Seller nor the Issuer is an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

SECTION 7.2. Corporate Existence.

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

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

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

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

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

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

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

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

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

(a) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Insurer, the Trustee, the Backup Servicer, the Collateral Agent and the Trust Collateral Agent and its officers, directors, employees and agents from and against any taxes that

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may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same.

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

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

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

SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no

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

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

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

ARTICLE VIII

The Servicer and the Backup Servicer

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

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

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

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

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

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

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

(g) No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body,

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administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes;

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

SECTION 8.2. Representations of Backup Servicer. The Backup Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture.

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

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

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

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

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

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

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

SECTION 8.3. Liability of Servicer and Backup Servicer; Indemnities. The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

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

(c) The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the Collateral Agent, the Insurer, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted

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against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.

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

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

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

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

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expense, loss, claim, damage, or liability arose out of, or was imposed upon the Trust, the Owner Trustee, the Trustee, the Servicer, the Insurer or the Noteholders by reason of, the breach of this Agreement by the Backup Servicer, the violation of federal or state securities laws by the Backup Servicer, the negligence, misfeasance, or bad faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

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

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

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

SECTION 8.4. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer.

(a) AmeriCredit shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Controlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part

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of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and has not been waived, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, Trustee, the Backup Servicer and the Collateral Agent, the Rating Agencies and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

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

SECTION 8.5. Limitation on Liability of Servicer, Backup Servicer and Others.

(a) Neither AmeriCredit, the Backup Servicer nor any of the directors or officers or employees or agents of AmeriCredit or Backup Servicer shall be under any liability to the Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect AmeriCredit, the Backup Servicer or any such person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of duties; provided, further, that this provision shall not affect any liability to indemnify the Trust Collateral Agent and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or

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damages paid by the Trust Collateral Agent and the Owner Trustee, in their individual capacities. AmeriCredit, the Backup Servicer and any director, officer, employee or agent of AmeriCredit or Backup Servicer may rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

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

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

SECTION 8.6. Delegation of Duties. The Servicer may delegate duties under this Agreement to an Affiliate of AmeriCredit with the prior written consent of the Insurer (unless an Insurer Default shall have occurred and be continuing) but without first obtaining the consent of any other Person. The Servicer also may at any time perform through sub-contractors the specific duties of (i) repossession of Financed Vehicles, (ii) tracking Financed Vehicles’ insurance and (iii) pursuing the collection of deficiency balances on certain Liquidated Receivables, in each case, without the consent of the Insurer, the Trust Collateral Agent, the Owner Trustee or the Backup Servicer and may perform other specific duties through such sub-contractors in accordance with Servicer’s customary servicing policies and procedures, with the prior consent of the Insurer; provided, however, that no such delegation or sub-contracting duties

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by the Servicer shall relieve the Servicer of its responsibility with respect to such duties. So long as no Insurer Default shall have occurred and be continuing neither AmeriCredit or any party acting as Servicer hereunder shall appoint any subservicer hereunder without the prior written consent of the Insurer and the Trust Collateral Agent. Notwithstanding the foregoing, AmeriCredit, as Servicer, may delegate its duties hereunder and under any other Basic Document with respect to the servicing of and collections on certain Receivables to AmeriCredit Financial Services of Canada Ltd. without first obtaining the consent of any person. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 8.6 shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 8.7. Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default shall have occurred and be continuing) does not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent, the Owner Trustee and the Insurer (unless an Insurer Default shall have occurred and be continuing). No resignation of the Servicer shall become effective until, so long as no Insurer Default shall have occurred and be continuing, the Backup Servicer or an entity acceptable to the Insurer shall have assumed the responsibilities and obligations of the Servicer or, if an Insurer Default shall have occurred and be continuing, the Backup Servicer or a successor Servicer that is an eligible servicer shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until, so long as no Insurer Default shall have occurred and be continuing, an entity acceptable to the Insurer shall have assumed the responsibilities and obligations of the Backup Servicer or, if an Insurer Default shall have occurred and be continuing, a Person that is an eligible servicer shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Insurer, and (iii) if Wells Fargo Bank, National Association, resigns as Trustee under the Indenture it will no longer be the Backup Servicer.

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ARTICLE IX

Default

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

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

(b) Failure by the Servicer to deliver to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Servicer’s Certificate by the first Business Day prior to the Distribution Date, or failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.4(a); or

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

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

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

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

(g) So long as an Insurer Default shall not have occurred and be continuing, an Insurance Agreement Event of Default occurs or an Event of Default under any other Insurance and Indemnity Agreement relating to any other securitization sponsored by AmeriCredit, or an Affiliate of AmeriCredit, and insured by the Insurer, or an Affiliate of the Insurer, shall have occurred; or

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

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

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Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Controlling Party, the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Controlling Party, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Controlling Party reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 9.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2, or upon the resignation of the Servicer pursuant to Section 8.7; (i) the Backup Servicer (unless the Controlling Party shall have exercised its option pursuant to Section 9.3(b) to appoint an alternate successor Servicer) shall be the successor in all respects to the Servicer, in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement except as otherwise stated herein. The Trust Collateral Agent and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 9.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer.

(b) The Controlling Party may exercise at any time its right to appoint as Backup Servicer or as successor to the Servicer a Person other than the Person serving as Backup Servicer at the time, and (without limiting its obligations under the Note Policy) shall have no liability to the Trust Collateral Agent, AmeriCredit, the Seller, the Person then serving as Backup Servicer, any Noteholders or any other Person if it does so. Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, and an Insurer Default shall have occurred and be continuing, the Backup Servicer, the Trust Collateral Agent or a Note Majority may petition a court of competent jurisdiction to appoint any eligible servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 8.7, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7. If upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7, the Controlling Party appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder. In the event any successor Servicer is terminated pursuant to Section 9.2 hereof, the Controlling Party may appoint an eligible servicer as successor Servicer or may petition a court of competent jurisdiction to appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment.

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(c) Any successor Servicer shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if the Servicer had not resigned or been terminated hereunder or such other compensation as agreed to by the Insurer in writing, if no Insurer Default has occurred and is continuing, or if an Insurer Default has occurred and is continuing, by a Note Majority, and the successor Servicer. If any successor Servicer is appointed, as a result of the Backup Servicer’s refusal (in breach of the terms of this Agreement) to act as Servicer although it is legally able to do so, the Insurer and such successor Servicer may agree on reasonable additional compensation to be paid to such successor Servicer; provided, however, it being understood and agreed that the Insurer shall give prior notice to the Backup Servicer with respect to the appointment of such successor and the payment of additional compensation, if any. If any successor Servicer is appointed for any reason other than the Backup Servicer’s refusal to act as Servicer although legally able to do so, the Insurer, so long as no Insurer Default has occurred and is continuing, or if an Insurer Default has occurred and is continuing, a Note Majority and such successor Servicer may agree on additional compensation to be paid to such successor Servicer, which additional compensation shall in no event exceed $150,000 per annum in the aggregate. The Backup Servicer shall be liable for any Servicing Fee, additional compensation or other amounts to be paid to such successor Servicer in connection with its assumption and performance of the servicing duties described herein if, and only if, such successor Servicer is appointed due to the Backup Servicer’s refusal to act as Servicer although legally able to do so, which additional compensation and other amounts shall in no event exceed $150,000 per annum in the aggregate.

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

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

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

SECTION 9.6. Backup Servicer Termination. Prior to an appointment as successor Servicer, the Controlling Party may, in its sole discretion, with the consent of the Servicer, not to be unreasonably withheld, so long as no Servicer Termination Event shall have occurred or be continuing, (a) terminate all of the rights and obligations of the Backup Servicer under this Agreement in the event of a breach of any of the representations or warranties, covenants or obligations of the Backup Servicer contained in this Agreement or (b) with or without cause upon not less than 30 days’ notice, terminate the rights and obligations of the Backup Servicer. The terminated Backup Servicer agrees to cooperate with any successor Backup Servicer appointed by the Controlling Party in effecting the termination of the responsibilities and rights of the terminated Backup Servicer under this Agreement, including, without limitation, the delivery to the successor Backup Servicer of all documents, records and electronic information related to the Receivables in the possession of the Backup Servicer. Expenses incurred by the Backup Servicer in respect of the foregoing sentence shall be reimbursed in accordance with Section 5.7(a).

ARTICLE X

Termination

SECTION 10.1. Optional Purchase of All Receivables.

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

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

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

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

ARTICLE XI

Administrative Duties of the Servicer

SECTION 11.1. Administrative Duties.

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

(b) Duties with Respect to the Issuer.

(i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without

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limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment.

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

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

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

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

Prior to the execution of any amendment to this Agreement, the Owner Trustee and the Trustee, the Trust Collateral Agent, the Collateral Agent and the Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel (which shall also be delivered to the Insurer) stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 12.2(h)(1) has been

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delivered. The Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

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

SECTION 12.2. Protection of Title to Trust.

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

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

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

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

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

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

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

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

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

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

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

SECTION 12.3. Notices. All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee, the Collateral Agent, the Backup Servicer, the Trust Collateral Agent, the Insurer or the Rating Agencies under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (a) in the case of the Seller to AFS SenSub Corp., 2265 B Renaissance Drive, Suite 17, Las Vegas, Nevada, 89119, Attention: Chief Financial Officer, (b) in the case of the Servicer to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration (d) in the case of the Trustee, the Collateral Agent, the Backup Servicer or the Trust Collateral Agent, Wells Fargo Bank, National Association Sixth Street and Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust Office, (e) in the case of the Insurer, to Assured Guaranty Corp., 31 West 52nd Street, New York, New York 10019; Attention: Senior Vice President, Surveillance (in each case in which notice or other communication to the Insurer refers to a Servicer Termination Event, a claim on the Note Policy, a Deficiency Notice pursuant to Section 5.5 of this Agreement or with respect to which failure on the part of the Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of the General Counsel of Assured Guaranty and, in all cases, any original and each copy shall be marked to indicate “URGENT MATERIAL ENCLOSED”); (f) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center at 250 Greenwich Street, Asset Finance Group— 24^th Floor, New York, New York 10007; and (g) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com, or, for any information not available in electronic format, to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, 41^st Floor, New York, New York 10041-0003, Attention: ABS Surveillance Group. Any notice required or permitted to be mailed to a Noteholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

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

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

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

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

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

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

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

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

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

SECTION 12.12. Limitation of Liability of Owner Trustee and Trust Collateral Agent.

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

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

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

SECTION 12.13. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the

79

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

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

SECTION 12.15. State Business Licenses. The Servicer or the Certificateholder shall prepare and instruct the Trust to file each state business license (and any renewal thereof) required to be filed under applicable state law without further consent or instruction from the Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation.

[Remainder of Page Intentionally Left Blank]

80

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

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Bethany J. Taylor
	Name: Bethany J. Taylor
	Title:   Financial Services Officer
AFS SENSUB CORP., Seller,
By:	/s/ Sheli D. Fitzgerald
	Name: Sheli D. Fitzgerald
	Title:   Vice President, Structured Finance
AMERICREDIT FINANCIAL SERVICES, INC., Servicer,
By:	/s/ Susan B. Sheffield
	Name: Susan B. Sheffield
	Title:   Executive Vice President, Structured Finance

[Sale and Servicing Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Backup Servicer
By:	/s/ Marianna C. Stershic
	Name: Marianna C. Stershic
	Title:   Vice President

Acknowledged and accepted by

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trust Collateral Agent
By:	/s/ Marianna C. Stershic
	Name: Marianna C. Stershic
	Title:   Vice President

[Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

Sch-A-1

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
421852211	424878353	442224408	443027479	443035746	443043054	443050422	443057757	443065198	443072509	443079835	443087127	443094461	443101787	443109095	443116314	443123542	443130786	443137997	443145255
422078311	424879286	442228185	443027487	443035753	443043062	443050430	443057765	443065206	443072517	443079843	443087135	443094479	443101795	443109103	443116322	443123559	443130794	443138003	443145263
422126540	424882256	442228334	443027495	443035761	443043070	443050448	443057781	443065214	443072525	443079850	443087143	443094487	443101803	443109111	443116330	443123567	443130802	443138011	443145271
422178723	424882868	442228680	443027529	443035779	443043088	443050455	443057799	443065222	443072533	443079868	443087150	443094495	443101811	443109129	443116348	443123575	443130810	443138029	443145289
422232694	424883312	442229191	443027545	443035787	443043096	443050463	443057807	443065230	443072541	443079876	443087168	443094503	443101829	443109137	443116355	443123583	443130828	443138037	443145297
422245704	424885317	442229308	443027552	443035795	443043104	443050471	443057815	443065248	443072558	443079884	443087176	443094511	443101837	443109145	443116363	443123591	443130836	443138052	443145305
422344366	424885523	442230793	443027586	443035803	443043112	443050489	443057823	443065255	443072566	443079892	443087184	443094529	443101845	443109152	443116371	443123609	443130844	443138060	443145313
422357855	424886216	442232112	443027594	443035811	443043120	443050497	443057831	443065263	443072582	443079900	443087192	443094537	443101852	443109160	443116389	443123617	443130851	443138078	443145321
422358424	424886307	442232153	443027602	443035829	443043138	443050505	443057849	443065271	443072590	443079918	443087200	443094545	443101860	443109178	443116397	443123625	443130869	443138086	443145339
422416354	424887487	442232740	443027628	443035837	443043146	443050513	443057856	443065289	443072608	443079926	443087218	443094552	443101878	443109186	443116405	443123633	443130877	443138094	443145347
422544031	424887602	442233029	443027636	443035845	443043153	443050521	443057864	443065305	443072616	443079934	443087226	443094560	443101886	443109194	443116413	443123641	443130885	443138102	443145354
422561852	424887933	442235594	443027644	443035852	443043161	443050539	443057872	443065313	443072624	443079942	443087234	443094578	443101894	443109202	443116421	443123658	443130893	443138110	443145362
422581777	424888857	442235925	443027651	443035860	443043179	443050547	443057880	443065321	443072632	443079959	443087242	443094586	443101902	443109210	443116439	443123666	443130901	443138128	443145370
422590661	424889343	442235958	443027669	443035878	443043187	443050554	443057898	443065339	443072640	443079967	443087259	443094594	443101910	443109228	443116447	443123674	443130919	443138136	443145388
422679829	424891265	442237327	443027677	443035886	443043195	443050562	443057906	443065347	443072657	443079975	443087267	443094602	443101928	443109236	443116454	443123682	443130927	443138144	443145396
422706374	424891455	442237418	443027685	443035894	443043203	443050570	443057914	443065354	443072665	443079983	443087275	443094610	443101936	443109244	443116462	443123690	443130935	443138151	443145404
422775197	424894525	442242426	443027693	443035902	443043211	443050588	443057922	443065362	443072673	443079991	443087291	443094628	443101944	443109251	443116470	443123708	443130943	443138169	443145412
422784132	424895704	442244224	443027719	443035910	443043229	443050596	443057930	443065370	443072681	443080007	443087309	443094644	443101951	443109269	443116488	443123716	443130950	443138177	443145420
422851998	424897502	442245627	443027727	443035928	443043237	443050604	443057948	443065388	443072699	443080015	443087317	443094651	443101969	443109277	443116496	443123724	443130968	443138185	443145438
422855080	424898195	442245650	443027750	443035936	443043245	443050612	443057955	443065396	443072707	443080023	443087325	443094669	443101977	443109285	443116504	443123732	443130976	443138193	443145446
422868398	424899300	442246211	443027768	443035944	443043252	443050620	443057963	443065404	443072715	443080031	443087333	443094677	443101985	443109293	443116512	443123740	443130984	443138201	443145453
423008010	424907202	442247565	443027776	443035951	443043278	443050638	443057971	443065412	443072723	443080049	443087341	443094685	443101993	443109301	443116520	443123757	443130992	443138219	443145461
423071539	424907525	442249439	443027792	443035969	443043286	443050646	443057989	443065420	443072731	443080056	443087358	443094693	443102009	443109319	443116538	443123765	443131008	443138227	443145479
423081256	424908291	442249801	443027818	443035977	443043294	443050653	443057997	443065438	443072749	443080064	443087366	443094701	443102017	443109327	443116546	443123773	443131016	443138235	443145487
423082098	424911287	442252292	443027826	443035985	443043302	443050679	443058003	443065446	443072756	443080072	443087374	443094719	443102025	443109335	443116553	443123781	443131024	443138243	443145495
423141993	424911477	442252565	443027834	443035993	443043310	443050687	443058011	443065453	443072764	443080080	443087382	443094727	443102041	443109343	443116561	443123799	443131032	443138250	443145503
423166388	424912129	442256806	443027842	443036009	443043328	443050695	443058029	443065461	443072772	443080098	443087390	443094735	443102058	443109350	443116579	443123807	443131040	443138268	443145511
423173202	424912137	442257051	443027867	443036017	443043336	443050703	443058045	443065479	443072780	443080106	443087408	443094743	443102066	443109368	443116587	443123815	443131057	443138276	443145529
423197896	424912558	442261608	443027891	443036025	443043344	443050711	443058052	443065487	443072798	443080114	443087416	443094750	443102074	443109376	443116595	443123823	443131065	443138284	443145537
423206069	424912574	442262952	443027909	443036033	443043351	443050729	443058060	443065495	443072806	443080122	443087424	443094768	443102108	443109384	443116603	443123831	443131073	443138292	443145545
423247592	424913507	442263091	443027917	443036041	443043369	443050737	443058078	443065503	443072814	443080130	443087432	443094776	443102116	443109392	443116611	443123849	443131081	443138300	443145552
423296516	424913531	442266698	443027925	443036058	443043377	443050745	443058086	443065511	443072822	443080148	443087457	443094784	443102132	443109400	443116629	443123856	443131099	443138318	443145560
423297886	424915270	442267514	443027933	443036066	443043385	443050752	443058094	443065529	443072830	443080155	443087465	443094792	443102140	443109418	443116637	443123864	443131107	443138326	443145578
423339407	424916104	442267753	443027941	443036074	443043393	443050760	443058102	443065537	443072848	443080163	443087473	443094800	443102157	443109426	443116645	443123872	443131115	443138334	443145586
423367440	424916187	442267886	443027958	443036082	443043401	443050778	443058110	443065552	443072855	443080171	443087481	443094818	443102165	443109434	443116652	443123880	443131123	443138342	443145594
423385004	424917284	442271268	443027966	443036090	443043419	443050786	443058128	443065560	443072863	443080189	443087499	443094826	443102173	443109442	443116660	443123898	443131131	443138359	443145602
423412030	424917979	442271581	443027974	443036108	443043427	443050794	443058136	443065578	443072871	443080197	443087507	443094834	443102181	443109459	443116678	443123906	443131149	443138367	443145610
423428697	424918290	442271847	443027982	443036116	443043435	443050802	443058144	443065586	443072889	443080205	443087515	443094842	443102199	443109467	443116686	443123914	443131156	443138375	443145628
423506021	424918555	442274452	443027990	443036124	443043443	443050810	443058151	443065594	443072897	443080213	443087523	443094859	443102207	443109475	443116694	443123922	443131164	443138383	443145636
423511252	424921583	442274767	443028006	443036132	443043450	443050828	443058169	443065602	443072905	443080221	443087531	443094867	443102215	443109483	443116702	443123930	443131172	443138391	443145644
423556877	424925915	442277117	443028014	443036140	443043468	443050836	443058177	443065610	443072913	443080239	443087549	443094875	443102223	443109491	443116710	443123948	443131180	443138409	443145651
423565357	424925949	442278271	443028030	443036157	443043476	443050844	443058185	443065628	443072921	443080247	443087556	443094883	443102231	443109509	443116728	443123955	443131198	443138417	443145669
423611284	424926681	442280020	443028055	443036165	443043484	443050851	443058193	443065636	443072939	443080254	443087564	443094891	443102249	443109517	443116736	443123963	443131206	443138425	443145677
423708577	424927630	442282034	443028063	443036173	443043492	443050869	443058201	443065644	443072947	443080262	443087572	443094909	443102256	443109525	443116744	443123971	443131214	443138433	443145685
423715754	424927663	442283297	443028089	443036181	443043500	443050877	443058219	443065651	443072954	443080270	443087580	443094917	443102264	443109533	443116751	443123989	443131222	443138441	443145693
423716489	424927713	442283867	443028097	443036199	443043518	443050885	443058227	443065669	443072962	443080288	443087598	443094925	443102272	443109541	443116769	443123997	443131230	443138458	443145701
423728203	424929537	442284964	443028105	443036207	443043526	443050893	443058235	443065677	443072970	443080296	443087606	443094933	443102280	443109558	443116777	443124003	443131248	443138466	443145719
423747369	424929685	442288270	443028113	443036215	443043534	443050901	443058243	443065685	443072988	443080304	443087614	443094941	443102298	443109566	443116785	443124011	443131255	443138474	443145727
423756295	424929750	442288767	443028121	443036223	443043542	443050919	443058250	443065693	443072996	443080312	443087622	443094958	443102306	443109574	443116793	443124029	443131271	443138482	443145735
423784636	424930287	442289468	443028139	443036231	443043559	443050927	443058268	443065701	443073002	443080320	443087630	443094966	443102314	443109582	443116801	443124037	443131289	443138490	443145743
423791219	424930584	442289542	443028162	443036249	443043567	443050935	443058276	443065719	443073010	443080338	443087648	443094974	443102322	443109590	443116819	443124045	443131297	443138508	443145750
423792837	424931301	442289583	443028170	443036256	443043575	443050943	443058284	443065727	443073028	443080346	443087655	443094982	443102330	443109608	443116827	443124052	443131305	443138516	443145768
423817113	424931467	442289872	443028188	443036264	443043583	443050950	443058292	443065735	443073036	443080361	443087663	443094990	443102348	443109616	443116835	443124060	443131313	443138524	443145776
423820422	424932713	442289971	443028196	443036272	443043591	443050968	443058300	443065743	443073044	443080379	443087671	443095005	443102355	443109624	443116843	443124078	443131321	443138532	443145784
423821594	424933315	442291357	443028204	443036280	443043609	443050976	443058318	443065750	443073051	443080387	443087697	443095013	443102363	443109632	443116850	443124086	443131339	443138540	443145792
423830868	424933794	442292603	443028212	443036298	443043617	443050984	443058326	443065768	443073069	443080395	443087705	443095021	443102371	443109640	443116868	443124094	443131347	443138557	443145800
423832609	424934610	442293015	443028220	443036306	443043625	443050992	443058334	443065776	443073077	443080403	443087713	443095039	443102389	443109657	443116876	443124102	443131354	443138565	443145818
423868728	424935070	442293627	443028238	443036314	443043633	443051008	443058342	443065784	443073085	443080411	443087721	443095047	443102397	443109665	443116884	443124110	443131362	443138573	443145826
423892330	424936250	442294013	443028246	443036322	443043641	443051016	443058359	443065792	443073093	443080429	443087739	443095054	443102405	443109673	443116892	443124128	443131370	443138581	443145834
423900968	424937043	442297966	443028253	443036330	443043658	443051024	443058367	443065800	443073101	443080437	443087747	443095062	443102413	443109681	443116900	443124136	443131388	443138599	443145842
423943448	424938645	442299160	443028279	443036348	443043666	443051032	443058375	443065818	443073127	443080445	443087754	443095070	443102421	443109699	443116918	443124144	443131396	443138607	443145859
423971167	424939148	442300125	443028287	443036355	443043674	443051040	443058383	443065826	443073135	443080452	443087762	443095088	443102439	443109707	443116934	443124151	443131404	443138615	443145867
423974260	424940088	442301891	443028295	443036363	443043682	443051057	443058391	443065834	443073143	443080460	443087770	443095096	443102447	443109715	443116942	443124169	443131412	443138623	443145875
423978899	424943256	442306643	443028303	443036371	443043690	443051065	443058409	443065842	443073150	443080478	443087788	443095104	443102454	443109723	443116959	443124177	443131420	443138631	443145883
423987320	424943611	442307047	443028311	443036389	443043708	443051073	443058417	443065859	443073176	443080486	443087796	443095112	443102462	443109731	443116967	443124185	443131438	443138649	443145891
423997543	424944023	442307963	443028329	443036397	443043716	443051081	443058425	443065867	443073184	443080494	443087804	443095120	443102470	443109749	443116975	443124193	443131446	443138656	443145909
423998681	424946051	442308409	443028337	443036405	443043724	443051099	443058433	443065875	443073192	443080502	443087812	443095138	443102488	443109756	443116983	443124201	443131453	443138664	443145917
424027274	424947786	442309837	443028345	443036413	443043732	443051107	443058441	443065883	443073200	443080510	443087820	443095146	443102496	443109764	443116991	443124219	443131461	443138672	443145925
424039212	424948743	442310538	443028352	443036421	443043740	443051115	443058458	443065891	443073218	443080528	443087838	443095153	443102504	443109772	443117007	443124227	443131479	443138680	443145933
424051993	424948750	442311494	443028360	443036447	443043757	443051131	443058466	443065909	443073226	443080536	443087846	443095161	443102512	443109780	443117015	443124235	443131487	443138698	443145941
424058766	424948933	442311585	443028378	443036454	443043765	443051149	443058474	443065917	443073234	443080544	443087853	443095179	443102520	443109798	443117023	443124243	443131495	443138706	443145958
424072130	424950178	442312138	443028386	443036462	443043773	443051156	443058482	443065925	443073242	443080551	443087861	443095187	443102538	443109806	443117031	443124250	443131503	443138714	443145966
424074383	424951358	442313201	443028394	443036470	443043781	443051164	443058490	443065933	443073259	443080569	443087879	443095195	443102546	443109814	443117049	443124268	443131511	443138722	443145974

2010-A Final Cut Legal Schedule of Receivables

Sch-A-2

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424109114	424951457	442315230	443028410	443036488	443043799	443051172	443058508	443065941	443073267	443080577	443087887	443095203	443102553	443109822	443117056	443124276	443131529	443138730	443145982
424112308	424951564	442316329	443028444	443036496	443043807	443051180	443058516	443065958	443073275	443080585	443087895	443095211	443102561	443109830	443117064	443124284	443131537	443138748	443145990
424124931	424952620	442317517	443028451	443036504	443043815	443051198	443058524	443065966	443073283	443080593	443087903	443095229	443102579	443109848	443117072	443124292	443131545	443138755	443146006
424138410	424953545	442319059	443028469	443036512	443043823	443051206	443058532	443065974	443073291	443080601	443087911	443095237	443102587	443109855	443117080	443124300	443131552	443138763	443146014
424141653	424953982	442319695	443028477	443036520	443043831	443051214	443058540	443065982	443073309	443080619	443087929	443095245	443102595	443109863	443117098	443124318	443131560	443138771	443146022
424141893	424954972	442321931	443028501	443036538	443043849	443051222	443058557	443065990	443073317	443080627	443087937	443095252	443102603	443109871	443117106	443124326	443131578	443138789	443146030
424144244	424958973	442322400	443028519	443036546	443043856	443051230	443058565	443066006	443073325	443080635	443087945	443095260	443102611	443109889	443117114	443124334	443131586	443138797	443146048
424145605	424959914	442322574	443028527	443036553	443043864	443051248	443058573	443066014	443073333	443080643	443087952	443095278	443102629	443109897	443117122	443124342	443131594	443138805	443146055
424147254	424960425	442323200	443028535	443036561	443043872	443051255	443058581	443066022	443073341	443080650	443087960	443095286	443102637	443109905	443117130	443124359	443131602	443138813	443146063
424147783	424960953	442323739	443028543	443036579	443043880	443051263	443058599	443066030	443073358	443080668	443087978	443095294	443102645	443109913	443117148	443124375	443131610	443138821	443146071
424150860	424962082	442323986	443028550	443036595	443043898	443051271	443058607	443066048	443073366	443080676	443087986	443095302	443102652	443109921	443117155	443124383	443131628	443138839	443146089
424154862	424962587	442324513	443028568	443036603	443043906	443051289	443058615	443066055	443073374	443080684	443087994	443095310	443102660	443109939	443117163	443124391	443131636	443138847	443146097
424155893	424963676	442325221	443028576	443036611	443043914	443051297	443058623	443066063	443073390	443080692	443088000	443095328	443102678	443109947	443117171	443124409	443131644	443138854	443146105
424157766	424964278	442325296	443028584	443036629	443043922	443051305	443058631	443066071	443073408	443080700	443088018	443095336	443102686	443109954	443117189	443124417	443131651	443138862	443146113
424158020	424964344	442325551	443028592	443036637	443043930	443051313	443058649	443066089	443073416	443080718	443088034	443095344	443102694	443109962	443117197	443124425	443131669	443138870	443146121
424158723	424966059	442327862	443028600	443036645	443043948	443051321	443058656	443066097	443073424	443080726	443088042	443095351	443102702	443109970	443117205	443124433	443131677	443138888	443146139
424159176	424966422	442328241	443028618	443036652	443043955	443051339	443058664	443066105	443073432	443080734	443088059	443095369	443102710	443109988	443117213	443124441	443131685	443138896	443146147
424160497	424967974	442329306	443028626	443036660	443043963	443051347	443058672	443066113	443073440	443080742	443088067	443095377	443102728	443109996	443117221	443124458	443131693	443138904	443146154
424162279	424968014	442329330	443028659	443036678	443043971	443051354	443058680	443066121	443073457	443080759	443088075	443095385	443102736	443110002	443117239	443124466	443131701	443138912	443146162
424164770	424968113	442329728	443028667	443036686	443043989	443051362	443058698	443066139	443073465	443080767	443088083	443095393	443102744	443110010	443117247	443124474	443131719	443138920	443146170
424168565	424968840	442330114	443028675	443036694	443043997	443051370	443058706	443066147	443073473	443080775	443088091	443095401	443102769	443110028	443117254	443124482	443131727	443138938	443146188
424171775	424970556	442332417	443028709	443036702	443044003	443051388	443058714	443066154	443073481	443080783	443088109	443095419	443102777	443110036	443117262	443124490	443131735	443138946	443146196
424174209	424971877	442333894	443028725	443036710	443044011	443051396	443058722	443066162	443073499	443080791	443088117	443095427	443102785	443110044	443117270	443124508	443131743	443138953	443146204
424177715	424971885	442335709	443028733	443036728	443044029	443051404	443058748	443066170	443073507	443080809	443088125	443095435	443102793	443110051	443117288	443124516	443131750	443138961	443146212
424179596	424972099	442336921	443028741	443036736	443044037	443051412	443058755	443066188	443073515	443080817	443088133	443095443	443102801	443110069	443117296	443124524	443131768	443138979	443146220
424180271	424974087	442336962	443028766	443036744	443044045	443051420	443058763	443066196	443073523	443080825	443088141	443095450	443102819	443110077	443117304	443124532	443131776	443138987	443146238
424180958	424975449	442337887	443028774	443036751	443044052	443051446	443058771	443066204	443073531	443080833	443088158	443095468	443102827	443110085	443117312	443124540	443131784	443138995	443146246
424182491	424975480	442338281	443028782	443036769	443044060	443051453	443058789	443066212	443073549	443080841	443088166	443095476	443102835	443110093	443117320	443124557	443131792	443139001	443146253
424183002	424975845	442339842	443028808	443036777	443044078	443051461	443058797	443066220	443073556	443080858	443088174	443095484	443102843	443110101	443117338	443124565	443131800	443139019	443146261
424184893	424976959	442340410	443028816	443036785	443044086	443051479	443058805	443066238	443073564	443080866	443088182	443095492	443102868	443110119	443117346	443124573	443131818	443139027	443146279
424185429	424977916	442340535	443028824	443036793	443044094	443051487	443058813	443066246	443073572	443080874	443088190	443095500	443102876	443110127	443117353	443124581	443131826	443139035	443146287
424185916	424979086	442340642	443028832	443036801	443044102	443051495	443058821	443066253	443073580	443080882	443088208	443095518	443102884	443110135	443117361	443124599	443131834	443139043	443146295
424187995	424979128	442341178	443028865	443036819	443044110	443051503	443058839	443066261	443073598	443080890	443088216	443095526	443102892	443110143	443117379	443124607	443131842	443139050	443146303
424190254	424980233	442346433	443028873	443036827	443044128	443051511	443058847	443066279	443073606	443080908	443088224	443095534	443102900	443110150	443117387	443124615	443131859	443139068	443146329
424191435	424980530	442347365	443028881	443036835	443044136	443051529	443058854	443066287	443073614	443080916	443088232	443095542	443102918	443110168	443117403	443124623	443131867	443139076	443146337
424191591	424980795	442349395	443028899	443036843	443044144	443051537	443058870	443066295	443073622	443080924	443088257	443095559	443102926	443110176	443117411	443124631	443131875	443139084	443146345
424191757	424982197	442350575	443028915	443036850	443044151	443051545	443058888	443066303	443073630	443080932	443088265	443095567	443102934	443110184	443117429	443124649	443131883	443139092	443146352
424192821	424982866	442351771	443028923	443036868	443044169	443051552	443058896	443066311	443073648	443080940	443088273	443095575	443102942	443110192	443117437	443124656	443131891	443139100	443146360
424194009	424982890	442352456	443028931	443036876	443044177	443051560	443058904	443066329	443073655	443080957	443088281	443095583	443102959	443110200	443117445	443124664	443131909	443139118	443146378
424194215	424984706	442354999	443028964	443036884	443044185	443051578	443058912	443066337	443073671	443080965	443088299	443095591	443102967	443110218	443117452	443124672	443131917	443139126	443146386
424194579	424986867	442357026	443028972	443036892	443044193	443051586	443058920	443066345	443073689	443080973	443088307	443095609	443102975	443110226	443117460	443124680	443131925	443139134	443146394
424194900	424987519	442358875	443028980	443036900	443044201	443051594	443058938	443066352	443073697	443080981	443088315	443095617	443102983	443110234	443117478	443124698	443131933	443139142	443146402
424196251	424987618	442360103	443028998	443036918	443044219	443051602	443058946	443066360	443073705	443080999	443088323	443095625	443102991	443110242	443117486	443124706	443131941	443139159	443146410
424197176	424987907	442360707	443029004	443036926	443044227	443051610	443058953	443066378	443073713	443081005	443088331	443095633	443103007	443110259	443117494	443124714	443131958	443139167	443146428
424198422	424988004	442361804	443029012	443036934	443044235	443051628	443058961	443066386	443073721	443081013	443088349	443095641	443103015	443110267	443117502	443124722	443131966	443139175	443146436
424199818	424988574	442361812	443029038	443036942	443044243	443051636	443058979	443066394	443073739	443081021	443088356	443095658	443103023	443110275	443117510	443124730	443131974	443139183	443146444
424200129	424988582	442362232	443029046	443036959	443044268	443051644	443058987	443066402	443073747	443081039	443088364	443095666	443103031	443110283	443117528	443124748	443131982	443139191	443146451
424200889	424989606	442363156	443029061	443036967	443044276	443051651	443058995	443066410	443073754	443081047	443088372	443095674	443103049	443110291	443117536	443124755	443131990	443139209	443146469
424202174	424990273	442367082	443029079	443036975	443044284	443051669	443059001	443066428	443073762	443081054	443088380	443095682	443103056	443110309	443117544	443124763	443132006	443139217	443146477
424203289	424990687	442368346	443029087	443036983	443044292	443051677	443059019	443066436	443073770	443081062	443088398	443095690	443103064	443110317	443117551	443124771	443132014	443139225	443146485
424207181	424990992	442371548	443029095	443036991	443044300	443051685	443059027	443066444	443073788	443081070	443088406	443095708	443103072	443110325	443117569	443124789	443132022	443139233	443146493
424208577	424991008	442372314	443029103	443037007	443044318	443051693	443059035	443066451	443073796	443081088	443088414	443095716	443103080	443110333	443117577	443124797	443132030	443139241	443146501
424209674	424991610	442374856	443029111	443037015	443044334	443051701	443059043	443066469	443073804	443081096	443088422	443095724	443103098	443110341	443117585	443124805	443132048	443139258	443146519
424210003	424993103	442375127	443029137	443037023	443044342	443051719	443059050	443066477	443073812	443081104	443088430	443095732	443103106	443110358	443117593	443124813	443132055	443139266	443146527
424211530	424993764	442378659	443029145	443037031	443044359	443051727	443059068	443066485	443073820	443081112	443088448	443095740	443103114	443110366	443117601	443124821	443132063	443139274	443146535
424214161	424993954	442381075	443029152	443037049	443044367	443051735	443059076	443066493	443073838	443081120	443088455	443095757	443103122	443110374	443117619	443124839	443132071	443139282	443146543
424214179	424994465	442381356	443029160	443037056	443044375	443051743	443059084	443066501	443073846	443081138	443088463	443095765	443103130	443110382	443117627	443124847	443132089	443139290	443146550
424214740	424994713	442382370	443029178	443037064	443044383	443051768	443059092	443066519	443073853	443081146	443088471	443095773	443103148	443110390	443117635	443124854	443132097	443139308	443146568
424216174	424996395	442383089	443029194	443037072	443044391	443051776	443059100	443066527	443073861	443081153	443088489	443095781	443103155	443110408	443117643	443124862	443132105	443139316	443146576
424219491	425000072	442383147	443029202	443037080	443044409	443051784	443059118	443066535	443073879	443081161	443088497	443095799	443103171	443110416	443117650	443124870	443132113	443139324	443146584
424219814	425002425	442384673	443029228	443037098	443044417	443051792	443059126	443066543	443073887	443081179	443088505	443095807	443103189	443110424	443117668	443124888	443132121	443139332	443146592
424221265	425003050	442385373	443029236	443037106	443044425	443051800	443059134	443066550	443073895	443081187	443088513	443095815	443103197	443110432	443117676	443124896	443132139	443139340	443146600
424222313	425003837	442389672	443029244	443037114	443044433	443051818	443059142	443066568	443073903	443081195	443088521	443095823	443103205	443110440	443117684	443124904	443132147	443139357	443146618
424224210	425003944	442390464	443029269	443037122	443044441	443051826	443059159	443066576	443073911	443081203	443088539	443095831	443103213	443110457	443117692	443124912	443132154	443139365	443146626
424225878	425005295	442393625	443029343	443037130	443044458	443051834	443059167	443066584	443073929	443081229	443088547	443095849	443103221	443110465	443117700	443124920	443132162	443139373	443146634
424229326	425005865	442395000	443029376	443037148	443044466	443051842	443059175	443066592	443073937	443081237	443088554	443095856	443103239	443110473	443117718	443124938	443132170	443139381	443146642
424231983	425005931	442400412	443029384	443037155	443044474	443051859	443059183	443066600	443073945	443081245	443088562	443095864	443103254	443110481	443117726	443124946	443132188	443139399	443146659
424235927	425007366	442402632	443029392	443037163	443044482	443051867	443059191	443066618	443073952	443081252	443088570	443095872	443103262	443110499	443117734	443124953	443132196	443139407	443146667
424237527	425007820	442406526	443029442	443037171	443044490	443051875	443059209	443066626	443073960	443081260	443088588	443095880	443103270	443110507	443117742	443124961	443132204	443139415	443146675
424239697	425009545	442407961	443029459	443037189	443044508	443051883	443059217	443066634	443073978	443081278	443088596	443095898	443103288	443110515	443117759	443124979	443132212	443139423	443146683
424239788	425012002	442413423	443029467	443037197	443044516	443051891	443059225	443066642	443073986	443081286	443088604	443095906	443103296	443110523	443117767	443124987	443132220	443139431	443146691
424243715	425012309	442414678	443029483	443037205	443044524	443051909	443059233	443066659	443073994	443081294	443088612	443095914	443103304	443110531	443117775	443124995	443132238	443139449	443146709
424244531	425012473	442415618	443029491	443037213	443044532	443051917	443059241	443066667	443074000	443081302	443088620	443095922	443103312	443110549	443117783	443125000	443132246	443139456	443146717

2010-A Final Cut Legal Schedule of Receivables

Sch-A-3

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424245033	425012697	442416301	443029509	443037221	443044540	443051925	443059258	443066675	443074018	443081310	443088638	443095930	443103320	443110556	443117791	443125018	443132253	443139464	443146725
424245355	425012796	442417762	443029533	443037239	443044557	443051933	443059266	443066683	443074026	443081328	443088646	443095948	443103338	443110564	443117809	443125026	443132261	443139472	443146733
424246494	425013182	442417820	443029541	443037247	443044565	443051941	443059274	443066691	443074034	443081336	443088653	443095955	443103346	443110572	443117817	443125034	443132279	443139480	443146741
424247096	425013711	442419255	443029558	443037254	443044573	443051958	443059282	443066709	443074042	443081344	443088661	443095963	443103353	443110580	443117825	443125042	443132287	443139498	443146758
424249175	425015252	442421111	443029566	443037262	443044581	443051966	443059290	443066717	443074059	443081351	443088679	443095971	443103361	443110598	443117833	443125059	443132295	443139506	443146766
424250280	425015435	442421467	443029574	443037270	443044599	443051974	443059308	443066725	443074067	443081369	443088687	443095989	443103379	443110606	443117841	443125075	443132303	443139514	443146774
424250967	425015948	442421723	443029582	443037288	443044607	443051982	443059316	443066733	443074075	443081377	443088695	443095997	443103387	443110614	443117858	443125083	443132311	443139522	443146782
424251494	425016086	442421855	443029590	443037296	443044615	443051990	443059324	443066741	443074083	443081385	443088703	443096003	443103395	443110622	443117866	443125091	443132329	443139530	443146790
424251700	425017118	442421988	443029608	443037304	443044623	443052006	443059340	443066758	443074091	443081393	443088711	443096011	443103403	443110630	443117874	443125109	443132337	443139548	443146808
424252948	425018587	442422432	443029616	443037312	443044631	443052014	443059357	443066766	443074109	443081401	443088737	443096029	443103411	443110648	443117882	443125117	443132345	443139555	443146816
424255099	425018751	442422879	443029632	443037320	443044649	443052022	443059365	443066774	443074117	443081419	443088752	443096037	443103429	443110655	443117890	443125125	443132352	443139563	443146824
424255628	425022381	442423794	443029640	443037338	443044656	443052048	443059373	443066790	443074125	443081427	443088760	443096045	443103437	443110663	443117908	443125133	443132360	443139571	443146832
424257863	425023017	442429890	443029657	443037346	443044664	443052055	443059399	443066808	443074133	443081435	443088778	443096052	443103445	443110671	443117916	443125141	443132378	443139589	443146840
424258309	425024429	442430468	443029665	443037353	443044672	443052063	443059407	443066816	443074141	443081443	443088786	443096060	443103452	443110689	443117924	443125158	443132386	443139597	443146857
424262079	425025814	442431961	443029673	443037361	443044680	443052071	443059415	443066824	443074158	443081450	443088794	443096078	443103460	443110697	443117932	443125166	443132394	443139605	443146865
424262319	425026739	442432118	443029681	443037379	443044698	443052089	443059423	443066832	443074166	443081468	443088802	443096086	443103478	443110705	443117940	443125182	443132402	443139613	443146873
424264299	425027240	442433322	443029699	443037387	443044706	443052097	443059431	443066840	443074174	443081476	443088810	443096094	443103486	443110713	443117957	443125190	443132410	443139621	443146881
424265999	425030475	442435343	443029707	443037395	443044714	443052105	443059449	443066857	443074182	443081484	443088828	443096102	443103494	443110721	443117965	443125208	443132428	443139639	443146899
424266542	425030624	442435459	443029715	443037403	443044722	443052113	443059456	443066865	443074190	443081492	443088836	443096110	443103502	443110739	443117973	443125216	443132436	443139647	443146907
424266625	425030905	442438339	443029723	443037411	443044730	443052121	443059464	443066873	443074208	443081500	443088844	443096128	443103510	443110747	443117981	443125224	443132451	443139654	443146915
424266815	425030970	442438982	443029764	443037429	443044748	443052139	443059472	443066881	443074216	443081518	443088851	443096136	443103528	443110754	443117999	443125232	443132469	443139662	443146923
424266930	425031887	442439030	443029798	443037437	443044755	443052147	443059480	443066899	443074224	443081526	443088869	443096144	443103536	443110762	443118005	443125240	443132477	443139670	443146931
424269603	425035862	442441135	443029806	443037445	443044771	443052154	443059498	443066907	443074232	443081534	443088877	443096151	443103544	443110770	443118013	443125257	443132485	443139688	443146949
424270569	425035888	442442208	443029814	443037452	443044789	443052162	443059506	443066915	443074240	443081542	443088885	443096169	443103551	443110788	443118021	443125265	443132493	443139696	443146956
424273118	425036092	442443685	443029822	443037460	443044797	443052170	443059514	443066923	443074257	443081559	443088893	443096177	443103569	443110796	443118039	443125273	443132501	443139704	443146964
424276814	425038023	442445318	443029830	443037478	443044805	443052188	443059522	443066931	443074265	443081567	443088901	443096185	443103577	443110804	443118047	443125281	443132519	443139712	443146972
424278786	425038973	442445870	443029848	443037486	443044813	443052196	443059530	443066949	443074273	443081575	443088919	443096193	443103585	443110812	443118054	443125299	443132527	443139720	443146980
424279701	425039864	442449369	443029855	443037494	443044821	443052204	443059548	443066956	443074281	443081583	443088927	443096201	443103593	443110820	443118062	443125307	443132535	443139738	443146998
424281566	425040003	442449401	443029863	443037502	443044839	443052212	443059555	443066964	443074299	443081591	443088935	443096219	443103601	443110838	443118070	443125315	443132543	443139746	443147004
424281756	425040516	442450300	443029871	443037510	443044847	443052220	443059563	443066972	443074307	443081609	443088943	443096227	443103619	443110846	443118088	443125323	443132550	443139753	443147012
424281830	425041217	442456240	443029889	443037536	443044854	443052238	443059571	443066980	443074315	443081617	443088950	443096235	443103627	443110853	443118096	443125331	443132568	443139761	443147020
424282549	425041514	442461356	443029897	443037544	443044862	443052246	443059589	443066998	443074323	443081625	443088968	443096243	443103635	443110861	443118104	443125349	443132576	443139779	443147038
424282622	425041654	442463121	443029905	443037551	443044870	443052253	443059597	443067004	443074331	443081633	443088976	443096250	443103643	443110879	443118112	443125356	443132584	443139787	443147046
424283232	425044005	442464665	443029913	443037569	443044888	443052261	443059605	443067012	443074349	443081641	443088984	443096268	443103650	443110887	443118120	443125364	443132592	443139795	443147053
424283687	425048683	442465969	443029939	443037577	443044896	443052279	443059613	443067020	443074356	443081658	443088992	443096276	443103668	443110895	443118138	443125372	443132600	443139803	443147061
424283752	425049145	442466801	443029962	443037585	443044904	443052287	443059621	443067038	443074364	443081666	443089008	443096284	443103676	443110903	443118146	443125380	443132618	443139811	443147079
424287522	425050465	442472841	443029996	443037593	443044912	443052295	443059639	443067046	443074372	443081674	443089016	443096292	443103684	443110911	443118153	443125398	443132626	443139829	443147087
424287589	425050770	442475539	443030010	443037601	443044920	443052303	443059647	443067053	443074380	443081682	443089024	443096300	443103692	443110929	443118161	443125406	443132634	443139837	443147095
424291151	425051067	442476610	443030028	443037619	443044938	443052311	443059654	443067061	443074398	443081690	443089032	443096318	443103700	443110937	443118179	443125414	443132642	443139845	443147103
424292654	425051109	442480646	443030044	443037627	443044946	443052329	443059662	443067079	443074406	443081708	443089040	443096326	443103718	443110945	443118187	443125422	443132659	443139852	443147111
424293611	425053584	442482014	443030051	443037635	443044953	443052337	443059670	443067087	443074414	443081716	443089057	443096334	443103726	443110952	443118195	443125430	443132667	443139860	443147129
424298024	425054202	442482485	443030069	443037643	443044961	443052345	443059688	443067103	443074422	443081724	443089065	443096342	443103734	443110960	443118203	443125448	443132675	443139878	443147137
424298701	425054210	442483962	443030085	443037650	443044979	443052352	443059696	443067129	443074430	443081732	443089073	443096359	443103742	443110978	443118211	443125455	443132683	443139886	443147145
424300796	425055282	442485173	443030093	443037668	443044987	443052360	443059704	443067137	443074448	443081740	443089081	443096367	443103759	443110986	443118229	443125463	443132691	443139894	443147152
424304244	425057015	442485264	443030101	443037676	443044995	443052378	443059712	443067145	443074455	443081757	443089099	443096375	443103767	443110994	443118237	443125471	443132709	443139902	443147160
424305647	425057510	442488946	443030119	443037684	443045000	443052386	443059720	443067152	443074463	443081765	443089107	443096383	443103775	443111000	443118245	443125489	443132717	443139910	443147178
424305936	425058526	442489555	443030127	443037692	443045018	443052394	443059738	443067160	443074471	443081773	443089115	443096391	443103783	443111018	443118252	443125497	443132725	443139928	443147186
424307775	425058617	442494373	443030143	443037718	443045026	443052402	443059746	443067178	443074489	443081781	443089123	443096409	443103791	443111026	443118260	443125505	443132733	443139936	443147194
424310100	425059821	442495818	443030150	443037726	443045034	443052410	443059753	443067186	443074497	443081799	443089131	443096425	443103809	443111034	443118278	443125513	443132741	443139944	443147202
424310290	425059920	442498986	443030192	443037734	443045042	443052428	443059761	443067194	443074505	443081807	443089149	443096433	443103817	443111042	443118286	443125521	443132758	443139951	443147210
424311769	425060399	442499455	443030200	443037742	443045059	443052436	443059779	443067202	443074513	443081815	443089156	443096441	443103825	443111059	443118294	443125539	443132766	443139969	443147228
424311850	425060423	442500526	443030218	443037759	443045067	443052444	443059787	443067210	443074521	443081823	443089164	443096458	443103833	443111067	443118302	443125547	443132774	443139977	443147236
424312759	425060480	442501003	443030226	443037775	443045075	443052451	443059795	443067228	443074539	443081831	443089172	443096466	443103841	443111075	443118310	443125554	443132782	443139985	443147244
424316669	425060704	442501656	443030234	443037783	443045083	443052469	443059803	443067236	443074547	443081849	443089180	443096474	443103858	443111083	443118328	443125562	443132790	443139993	443147251
424318095	425060852	442506242	443030259	443037791	443045091	443052477	443059811	443067244	443074554	443081856	443089198	443096482	443103866	443111091	443118336	443125570	443132808	443140009	443147269
424319218	425062874	442507604	443030267	443037809	443045109	443052485	443059829	443067251	443074562	443081864	443089206	443096490	443103874	443111109	443118344	443125588	443132816	443140017	443147277
424320232	425063245	442513016	443030275	443037817	443045117	443052493	443059837	443067269	443074570	443081872	443089214	443096508	443103908	443111117	443118351	443125596	443132824	443140025	443147285
424321032	425063815	442513743	443030291	443037825	443045125	443052501	443059845	443067277	443074588	443081880	443089222	443096516	443103916	443111125	443118369	443125604	443132832	443140033	443147293
424321610	425064243	442515094	443030309	443037833	443045133	443052519	443059852	443067285	443074596	443081898	443089230	443096524	443103924	443111133	443118377	443125612	443132840	443140041	443147301
424323566	425064482	442527198	443030333	443037841	443045158	443052527	443059860	443067293	443074604	443081906	443089248	443096532	443103932	443111141	443118385	443125620	443132857	443140058	443147319
424324150	425066099	442528121	443030341	443037858	443045166	443052535	443059878	443067301	443074612	443081914	443089255	443096540	443103940	443111158	443118393	443125638	443132865	443140066	443147327
424324275	425066511	442531414	443030358	443037866	443045174	443052543	443059886	443067319	443074620	443081922	443089263	443096557	443103957	443111166	443118401	443125653	443132873	443140074	443147335
424325306	425066974	442531836	443030374	443037874	443045182	443052550	443059894	443067327	443074638	443081930	443089271	443096565	443103965	443111174	443118419	443125661	443132881	443140082	443147343
424326254	425068491	442534384	443030390	443037882	443045190	443052568	443059902	443067335	443074646	443081948	443089289	443096573	443103973	443111182	443118427	443125679	443132899	443140090	443147350
424326684	425068541	442534665	443030408	443037890	443045208	443052576	443059910	443067343	443074653	443081955	443089297	443096581	443103981	443111190	443118435	443125687	443132907	443140108	443147368
424329555	425068855	442535605	443030416	443037908	443045216	443052584	443059928	443067350	443074661	443081963	443089305	443096599	443103999	443111208	443118443	443125695	443132915	443140116	443147376
424330835	425069622	442539920	443030424	443037916	443045224	443052592	443059936	443067368	443074679	443081971	443089313	443096607	443104005	443111216	443118450	443125703	443132923	443140124	443147384
424330884	425070091	442540282	443030432	443037924	443045232	443052600	443059944	443067384	443074687	443081989	443089321	443096615	443104013	443111224	443118468	443125711	443132931	443140132	443147392
424331361	425070174	442540290	443030440	443037932	443045240	443052618	443059951	443067392	443074695	443081997	443089339	443096623	443104021	443111232	443118476	443125729	443132949	443140140	443147400
424331510	425072766	442541058	443030457	443037940	443045257	443052626	443059977	443067400	443074703	443082003	443089347	443096631	443104039	443111240	443118484	443125737	443132956	443140157	443147418
424333326	425073079	442546701	443030465	443037957	443045265	443052634	443059985	443067418	443074711	443082011	443089354	443096649	443104047	443111257	443118492	443125745	443132964	443140165	443147426
424334043	425073202	442547188	443030473	443037965	443045273	443052642	443059993	443067426	443074729	443082029	443089362	443096656	443104054	443111265	443118500	443125752	443132972	443140173	443147434
424334381	425073400	442548665	443030481	443037973	443045281	443052659	443060009	443067434	443074737	443082037	443089370	443096664	443104062	443111273	443118518	443125760	443132980	443140181	443147442

2010-A Final Cut Legal Schedule of Receivables

Sch-A-4

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424335008	425073475	442551164	443030499	443037999	443045299	443052667	443060025	443067442	443074745	443082045	443089388	443096672	443104070	443111281	443118526	443125778	443132998	443140199	443147459
424335057	425074374	442556569	443030507	443038005	443045307	443052675	443060033	443067459	443074752	443082052	443089396	443096680	443104088	443111299	443118534	443125786	443133004	443140207	443147467
424336303	425075652	442556999	443030523	443038013	443045315	443052683	443060041	443067467	443074760	443082060	443089404	443096698	443104096	443111307	443118542	443125794	443133012	443140215	443147475
424336386	425076502	442569067	443030531	443038021	443045323	443052691	443060058	443067475	443074778	443082078	443089412	443096706	443104104	443111315	443118559	443125802	443133020	443140223	443147483
424337723	425077088	442574075	443030549	443038039	443045331	443052709	443060066	443067483	443074786	443082086	443089420	443096714	443104112	443111331	443118567	443125810	443133038	443140231	443147491
424338044	425078078	442580742	443030556	443038047	443045349	443052717	443060074	443067491	443074794	443082094	443089438	443096722	443104120	443111349	443118575	443125828	443133046	443140249	443147509
424338382	425079225	442582094	443030564	443038054	443045356	443052725	443060082	443067509	443074802	443082102	443089446	443096730	443104138	443111356	443118583	443125836	443133053	443140256	443147517
424340131	425079290	442585675	443030572	443038062	443045364	443052733	443060090	443067517	443074810	443082110	443089453	443096748	443104146	443111364	443118591	443125844	443133061	443140264	443147525
424341618	425080355	442586210	443030580	443038070	443045372	443052741	443060108	443067525	443074828	443082128	443089461	443096755	443104153	443111372	443118609	443125851	443133079	443140272	443147541
424341998	425081197	442588448	443030598	443038088	443045380	443052758	443060116	443067533	443074836	443082136	443089479	443096763	443104161	443111380	443118617	443125869	443133087	443140280	443147558
424342202	425082195	442589529	443030606	443038096	443045398	443052766	443060124	443067541	443074844	443082144	443089487	443096771	443104179	443111398	443118625	443125877	443133095	443140298	443147566
424342566	425086287	442589925	443030614	443038104	443045406	443052774	443060132	443067558	443074851	443082151	443089495	443096789	443104187	443111406	443118633	443125885	443133103	443140306	443147574
424343127	425086949	442591871	443030622	443038112	443045414	443052782	443060157	443067566	443074869	443082169	443089503	443096797	443104195	443111414	443118641	443125893	443133111	443140314	443147582
424344265	425087699	442598827	443030630	443038120	443045422	443052790	443060165	443067574	443074877	443082177	443089511	443096805	443104203	443111422	443118666	443125901	443133129	443140322	443147590
424344844	425087830	442599098	443030648	443038138	443045430	443052808	443060173	443067582	443074885	443082185	443089529	443096813	443104211	443111430	443118674	443125919	443133137	443140330	443147608
424346138	425088242	442599171	443030655	443038146	443045448	443052816	443060181	443067590	443074893	443082193	443089537	443096821	443104229	443111448	443118682	443125927	443133145	443140348	443147616
424346328	425088259	442599569	443030663	443038153	443045455	443052824	443060199	443067608	443074901	443082201	443089545	443096839	443104237	443111455	443118690	443125935	443133152	443140355	443147624
424346583	425088416	442602124	443030713	443038161	443045463	443052832	443060207	443067616	443074919	443082219	443089552	443096847	443104245	443111463	443118708	443125943	443133160	443140363	443147632
424346740	425089240	442602652	443030721	443038179	443045471	443052840	443060215	443067624	443074927	443082227	443089560	443096854	443104252	443111471	443118716	443125950	443133178	443140371	443147640
424349736	425089323	442607768	443030739	443038187	443045489	443052857	443060223	443067632	443074935	443082235	443089578	443096862	443104260	443111489	443118724	443125968	443133186	443140389	443147657
424350767	425090552	442610747	443030747	443038195	443045497	443052865	443060231	443067640	443074943	443082243	443089586	443096870	443104278	443111497	443118732	443125976	443133194	443140397	443147665
424352565	425091212	442613816	443030762	443038203	443045505	443052873	443060249	443067657	443074950	443082250	443089594	443096888	443104286	443111505	443118740	443125984	443133202	443140405	443147673
424352623	425091634	442617635	443030770	443038211	443045513	443052881	443060256	443067665	443074968	443082268	443089602	443096896	443104294	443111513	443118757	443125992	443133210	443140413	443147681
424353480	425091980	442619888	443030788	443038229	443045521	443052899	443060264	443067673	443074976	443082276	443089610	443096904	443104302	443111521	443118765	443126008	443133228	443140421	443147707
424353589	425093283	442622247	443030796	443038237	443045539	443052907	443060272	443067681	443074984	443082284	443089628	443096912	443104328	443111539	443118773	443126016	443133236	443140439	443147715
424356418	425093465	442624086	443030804	443038245	443045547	443052915	443060280	443067699	443074992	443082292	443089636	443096920	443104336	443111547	443118781	443126024	443133244	443140447	443147723
424356483	425093580	442624631	443030838	443038252	443045554	443052923	443060298	443067707	443075007	443082300	443089644	443096938	443104344	443111554	443118807	443126032	443133251	443140454	443147731
424357432	425094562	442625455	443030853	443038260	443045562	443052931	443060306	443067715	443075015	443082318	443089651	443096946	443104351	443111562	443118815	443126040	443133269	443140462	443147749
424358117	425097102	442628053	443030879	443038278	443045570	443052949	443060314	443067723	443075023	443082326	443089669	443096953	443104369	443111570	443118823	443126057	443133277	443140470	443147756
424359354	425097458	442629903	443030887	443038286	443045588	443052956	443060322	443067731	443075031	443082334	443089677	443096961	443104377	443111588	443118831	443126065	443133285	443140488	443147764
424360188	425098142	442630968	443030903	443038294	443045596	443052964	443060330	443067749	443075049	443082342	443089685	443096979	443104385	443111596	443118849	443126073	443133293	443140496	443147772
424370336	425101003	442632527	443030911	443038302	443045604	443052972	443060355	443067756	443075056	443082359	443089693	443096987	443104393	443111604	443118856	443126081	443133301	443140504	443147780
424370781	425101698	442633830	443030937	443038310	443045612	443052980	443060363	443067764	443075064	443082367	443089701	443096995	443104401	443111612	443118864	443126099	443133319	443140512	443147798
424372506	425101862	442635843	443030945	443038328	443045620	443052998	443060389	443067772	443075072	443082375	443089719	443097001	443104419	443111620	443118872	443126107	443133327	443140520	443147806
424372886	425102605	442636437	443030978	443038336	443045638	443053004	443060397	443067780	443075080	443082383	443089727	443097019	443104427	443111638	443118880	443126115	443133335	443140538	443147814
424375251	425103710	442639670	443030986	443038344	443045653	443053012	443060405	443067798	443075098	443082391	443089735	443097027	443104435	443111646	443118898	443126123	443133343	443140546	443147822
424379600	425104064	442643235	443030994	443038351	443045661	443053020	443060413	443067806	443075106	443082409	443089750	443097035	443104443	443111653	443118906	443126131	443133350	443140553	443147830
424384063	425104569	442643391	443031018	443038369	443045679	443053038	443060421	443067814	443075114	443082417	443089768	443097043	443104450	443111661	443118914	443126149	443133368	443140561	443147848
424388668	425106788	442644563	443031042	443038377	443045687	443053046	443060439	443067822	443075122	443082425	443089776	443097050	443104468	443111679	443118922	443126156	443133376	443140579	443147863
424390300	425107166	442645123	443031067	443038385	443045695	443053053	443060447	443067830	443075130	443082433	443089784	443097076	443104476	443111687	443118930	443126164	443133384	443140587	443147871
424391100	425107893	442648283	443031075	443038393	443045703	443053061	443060454	443067848	443075148	443082441	443089792	443097084	443104484	443111695	443118948	443126172	443133392	443140595	443147889
424391498	425110152	442648671	443031083	443038401	443045711	443053079	443060470	443067855	443075155	443082458	443089800	443097092	443104492	443111703	443118955	443126180	443133400	443140603	443147897
424392595	425110830	442649836	443031117	443038419	443045729	443053087	443060504	443067863	443075163	443082466	443089818	443097100	443104500	443111711	443118963	443126198	443133418	443140611	443147905
424393064	425110996	442651931	443031133	443038427	443045737	443053095	443060512	443067871	443075171	443082474	443089826	443097118	443104518	443111729	443118971	443126206	443133426	443140629	443147913
424393635	425111754	442652665	443031141	443038435	443045745	443053103	443060520	443067897	443075189	443082482	443089834	443097126	443104526	443111737	443118989	443126214	443133434	443140637	443147921
424394245	425112703	442653739	443031158	443038443	443045752	443053111	443060538	443067905	443075197	443082490	443089842	443097134	443104534	443111752	443118997	443126222	443133442	443140645	443147939
424396737	425114766	442655841	443031166	443038450	443045760	443053129	443060546	443067913	443075205	443082508	443089859	443097159	443104542	443111760	443119003	443126230	443133459	443140652	443147947
424398139	425115995	442656146	443031174	443038468	443045778	443053137	443060553	443067921	443075213	443082516	443089867	443097167	443104559	443111778	443119011	443126248	443133467	443140660	443147954
424398675	425116555	442656336	443031182	443038476	443045786	443053145	443060561	443067939	443075221	443082532	443089875	443097175	443104567	443111786	443119029	443126255	443133475	443140678	443147962
424399111	425117520	442659900	443031190	443038484	443045794	443053152	443060579	443067947	443075239	443082540	443089883	443097191	443104575	443111794	443119037	443126263	443133483	443140686	443147970
424400448	425118254	442660726	443031208	443038492	443045802	443053160	443060587	443067954	443075247	443082557	443089891	443097209	443104583	443111802	443119045	443126271	443133491	443140694	443147988
424400729	425118676	442662839	443031216	443038500	443045810	443053178	443060595	443067962	443075262	443082565	443089909	443097217	443104591	443111810	443119052	443126289	443133509	443140702	443147996
424401297	425120144	442663209	443031224	443038518	443045828	443053186	443060603	443067970	443075270	443082573	443089917	443097225	443104609	443111828	443119060	443126297	443133517	443140710	443148002
424401917	425120649	442663340	443031232	443038526	443045836	443053194	443060611	443067988	443075288	443082581	443089925	443097233	443104617	443111836	443119078	443126305	443133525	443140728	443148010
424402360	425120805	442663480	443031240	443038534	443045844	443053202	443060629	443067996	443075296	443082599	443089933	443097241	443104625	443111844	443119086	443126313	443133533	443140736	443148028
424404416	425121142	442663852	443031257	443038542	443045851	443053210	443060637	443068002	443075304	443082607	443089941	443097258	443104633	443111851	443119094	443126339	443133541	443140744	443148036
424404929	425121860	442664298	443031265	443038559	443045869	443053228	443060645	443068010	443075312	443082615	443089958	443097266	443104641	443111869	443119102	443126347	443133558	443140751	443148044
424405223	425122314	442664330	443031273	443038567	443045877	443053236	443060652	443068028	443075320	443082623	443089966	443097274	443104658	443111877	443119110	443126354	443133566	443140769	443148051
424405967	425124518	442664777	443031281	443038575	443045885	443053244	443060660	443068036	443075338	443082631	443089974	443097282	443104666	443111885	443119128	443126362	443133574	443140777	443148069
424408037	425125028	442665204	443031299	443038583	443045893	443053251	443060678	443068044	443075346	443082649	443089982	443097290	443104674	443111893	443119136	443126370	443133582	443140785	443148077
424408771	425125911	442665477	443031307	443038591	443045901	443053269	443060686	443068051	443075353	443082656	443089990	443097308	443104682	443111901	443119144	443126388	443133590	443140793	443148085
424411593	425126091	442666319	443031315	443038609	443045919	443053277	443060694	443068069	443075361	443082664	443090006	443097316	443104690	443111919	443119151	443126396	443133608	443140801	443148093
424417897	425126836	442666335	443031323	443038617	443045927	443053285	443060702	443068085	443075379	443082672	443090014	443097324	443104708	443111927	443119169	443126404	443133616	443140819	443148101
424422087	425127958	442666483	443031331	443038625	443045935	443053293	443060710	443068093	443075387	443082680	443090022	443097332	443104716	443111935	443119177	443126412	443133624	443140827	443148119
424422780	425128998	442666616	443031349	443038633	443045943	443053301	443060728	443068101	443075395	443082698	443090030	443097340	443104724	443111943	443119185	443126420	443133632	443140835	443148127
424423531	425129764	442666889	443031356	443038641	443045950	443053319	443060736	443068119	443075403	443082706	443090048	443097357	443104732	443111950	443119193	443126438	443133640	443140843	443148135
424424182	425130481	442667093	443031364	443038658	443045968	443053327	443060744	443068127	443075411	443082714	443090055	443097365	443104740	443111968	443119201	443126446	443133657	443140850	443148143
424427086	425131067	442667150	443031372	443038666	443045976	443053335	443060751	443068135	443075429	443082722	443090063	443097373	443104757	443111976	443119219	443126453	443133665	443140868	443148150
424427862	425131331	442668547	443031380	443038674	443045984	443053343	443060769	443068143	443075437	443082730	443090071	443097381	443104765	443111984	443119227	443126461	443133673	443140876	443148168
424428365	425131349	442669669	443031398	443038682	443045992	443053350	443060777	443068150	443075445	443082748	443090089	443097399	443104773	443111992	443119235	443126479	443133681	443140884	443148176
424429447	425132263	442669768	443031406	443038690	443046008	443053368	443060785	443068168	443075452	443082755	443090097	443097407	443104781	443112008	443119243	443126487	443133699	443140892	443148184
424429546	425132610	442670147	443031414	443038708	443046016	443053376	443060793	443068176	443075460	443082763	443090105	443097415	443104799	443112016	443119250	443126495	443133707	443140900	443148192
424429744	425132636	442670279	443031422	443038716	443046024	443053384	443060801	443068184	443075478	443082771	443090113	443097423	443104807	443112024	443119268	443126503	443133715	443140918	443148200

2010-A Final Cut Legal Schedule of Receivables

Sch-A-5

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424429843	425133659	442670634	443031430	443038724	443046032	443053392	443060819	443068192	443075486	443082789	443090121	443097431	443104815	443112032	443119276	443126511	443133723	443140926	443148218
424429876	425133915	442671251	443031448	443038732	443046040	443053400	443060835	443068200	443075494	443082797	443090139	443097449	443104823	443112040	443119284	443126529	443133731	443140934	443148226
424432284	425135134	442671780	443031455	443038740	443046057	443053418	443060843	443068218	443075502	443082805	443090147	443097456	443104831	443112057	443119292	443126537	443133749	443140942	443148234
424434256	425135886	442672549	443031463	443038757	443046065	443053426	443060850	443068226	443075510	443082813	443090154	443097464	443104849	443112065	443119300	443126545	443133756	443140959	443148242
424436145	425137767	442673372	443031471	443038765	443046073	443053434	443060868	443068234	443075528	443082821	443090162	443097472	443104856	443112073	443119318	443126552	443133764	443140967	443148259
424439321	425137833	442673554	443031489	443038773	443046081	443053442	443060876	443068242	443075536	443082839	443090170	443097480	443104864	443112081	443119326	443126560	443133772	443140975	443148267
424441111	425138526	442674164	443031497	443038781	443046099	443053459	443060884	443068259	443075544	443082847	443090188	443097498	443104872	443112099	443119334	443126578	443133780	443140983	443148275
424441673	425138591	442674602	443031505	443038799	443046107	443053467	443060892	443068267	443075551	443082854	443090196	443097506	443104880	443112107	443119342	443126586	443133798	443140991	443148283
424442416	425140027	442675344	443031513	443038807	443046115	443053475	443060900	443068275	443075569	443082862	443090204	443097514	443104898	443112115	443119359	443126594	443133806	443141007	443148291
424445666	425140282	442675427	443031521	443038815	443046123	443053483	443060926	443068283	443075577	443082870	443090212	443097522	443104906	443112123	443119367	443126602	443133814	443141015	443148309
424447084	425140993	442675823	443031539	443038823	443046131	443053491	443060934	443068291	443075585	443082888	443090220	443097530	443104922	443112131	443119375	443126610	443133822	443141023	443148317
424450583	425141348	442676953	443031547	443038831	443046149	443053509	443060942	443068309	443075593	443082896	443090238	443097548	443104930	443112149	443119383	443126628	443133830	443141031	443148325
424451680	425141884	442677175	443031554	443038849	443046164	443053517	443060959	443068317	443075601	443082904	443090246	443097555	443104948	443112156	443119391	443126636	443133848	443141049	443148333
424455178	425142734	442677449	443031562	443038856	443046180	443053525	443060967	443068325	443075619	443082912	443090253	443097563	443104955	443112164	443119409	443126644	443133855	443141056	443148341
424455434	425143260	442677498	443031570	443038864	443046198	443053533	443060975	443068333	443075627	443082920	443090261	443097571	443104963	443112172	443119417	443126651	443133863	443141064	443148358
424456085	425145059	442677688	443031588	443038872	443046206	443053541	443060983	443068341	443075635	443082938	443090279	443097589	443104971	443112180	443119425	443126669	443133871	443141072	443148366
424456606	425146966	442677811	443031596	443038880	443046214	443053558	443060991	443068358	443075643	443082946	443090287	443097605	443104989	443112198	443119433	443126677	443133889	443141080	443148374
424456697	425148913	442678926	443031604	443038898	443046222	443053566	443061007	443068366	443075650	443082953	443090295	443097613	443104997	443112206	443119441	443126685	443133897	443141098	443148382
424456788	425149242	442679122	443031612	443038906	443046230	443053574	443061015	443068374	443075668	443082961	443090303	443097621	443105002	443112214	443119458	443126693	443133905	443141106	443148390
424457943	425149572	442679429	443031620	443038914	443046248	443053582	443061023	443068382	443075676	443082979	443090311	443097639	443105010	443112222	443119466	443126701	443133913	443141114	443148408
424460491	425152618	442679981	443031638	443038922	443046255	443053590	443061049	443068390	443075684	443082987	443090329	443097647	443105028	443112230	443119474	443126719	443133921	443141122	443148416
424460608	425157997	442680088	443031646	443038948	443046263	443053608	443061056	443068408	443075692	443082995	443090337	443097654	443105036	443112248	443119482	443126727	443133939	443141130	443148424
424462695	425158722	442680195	443031653	443038955	443046271	443053616	443061064	443068416	443075700	443083001	443090345	443097662	443105044	443112255	443119490	443126735	443133947	443141148	443148432
424463172	425158987	442680674	443031661	443038963	443046289	443053624	443061080	443068424	443075718	443083019	443090352	443097670	443105051	443112263	443119508	443126743	443133954	443141155	443148440
424464147	425160660	442680716	443031679	443038971	443046297	443053632	443061098	443068432	443075726	443083027	443090360	443097688	443105069	443112271	443119516	443126750	443133962	443141163	443148457
424464576	425162633	442681516	443031687	443038989	443046313	443053640	443061106	443068440	443075734	443083035	443090378	443097696	443105077	443112289	443119524	443126768	443133970	443141171	443148465
424466746	425163672	442681862	443031695	443038997	443046321	443053657	443061114	443068457	443075742	443083043	443090386	443097704	443105085	443112297	443119532	443126776	443133988	443141197	443148473
424467462	425163995	442681987	443031703	443039003	443046339	443053665	443061122	443068465	443075759	443083050	443090394	443097712	443105093	443112305	443119540	443126784	443133996	443141205	443148481
424467819	425164423	442682639	443031711	443039011	443046347	443053673	443061130	443068481	443075767	443083068	443090402	443097720	443105101	443112313	443119557	443126792	443134002	443141213	443148499
424469088	425164563	442682993	443031729	443039029	443046354	443053681	443061148	443068499	443075775	443083076	443090410	443097738	443105119	443112321	443119565	443126800	443134010	443141221	443148507
424470375	425166022	442683363	443031737	443039037	443046362	443053699	443061155	443068507	443075783	443083084	443090428	443097746	443105127	443112339	443119573	443126818	443134028	443141239	443148515
424470664	425166030	442683447	443031745	443039045	443046388	443053707	443061163	443068515	443075791	443083092	443090436	443097753	443105135	443112347	443119581	443126826	443134036	443141247	443148523
424473080	425166485	442683504	443031752	443039052	443046396	443053715	443061171	443068523	443075809	443083100	443090444	443097761	443105143	443112354	443119599	443126834	443134044	443141254	443148531
424473932	425168887	442683710	443031760	443039060	443046404	443053723	443061189	443068531	443075817	443083118	443090451	443097779	443105150	443112362	443119607	443126842	443134051	443141262	443148549
424474336	425171378	442683850	443031778	443039078	443046412	443053731	443061197	443068549	443075825	443083126	443090469	443097787	443105168	443112370	443119615	443126859	443134069	443141270	443148556
424475341	425171733	442684205	443031786	443039086	443046420	443053749	443061205	443068556	443075833	443083134	443090477	443097795	443105176	443112388	443119623	443126867	443134077	443141288	443148564
424475465	425172400	442684957	443031794	443039094	443046438	443053756	443061213	443068564	443075841	443083142	443090485	443097803	443105184	443112396	443119631	443126875	443134085	443141296	443148572
424475598	425173036	442686424	443031802	443039102	443046446	443053764	443061221	443068572	443075858	443083159	443090493	443097811	443105192	443112404	443119649	443126883	443134101	443141304	443148580
424482602	425173366	442686663	443031810	443039110	443046453	443053772	443061239	443068580	443075866	443083167	443090501	443097829	443105200	443112412	443119656	443126891	443134119	443141312	443148598
424482719	425173424	442687489	443031828	443039128	443046461	443053780	443061247	443068598	443075874	443083175	443090519	443097837	443105218	443112420	443119664	443126909	443134127	443141320	443148606
424483196	425173879	442688206	443031836	443039136	443046479	443053798	443061254	443068606	443075882	443083183	443090527	443097845	443105226	443112438	443119672	443126917	443134135	443141338	443148614
424483592	425174265	442688222	443031844	443039144	443046487	443053806	443061262	443068614	443075890	443083191	443090535	443097860	443105234	443112446	443119680	443126925	443134143	443141346	443148622
424485605	425174885	442688321	443031851	443039151	443046495	443053814	443061288	443068622	443075908	443083209	443090543	443097878	443105242	443112453	443119698	443126933	443134150	443141353	443148630
424487478	425175924	442688859	443031869	443039169	443046503	443053822	443061296	443068630	443075916	443083217	443090550	443097886	443105259	443112461	443119706	443126941	443134168	443141379	443148648
424489276	425176807	442689626	443031877	443039177	443046511	443053830	443061304	443068648	443075924	443083225	443090568	443097894	443105267	443112479	443119714	443126958	443134176	443141387	443148655
424491389	425176989	442689816	443031885	443039185	443046529	443053848	443061312	443068655	443075932	443083233	443090576	443097902	443105275	443112487	443119722	443126966	443134184	443141395	443148663
424492973	425177342	442690319	443031893	443039193	443046537	443053855	443061320	443068663	443075940	443083241	443090584	443097910	443105283	443112495	443119730	443126974	443134192	443141403	443148671
424493963	425177946	442690483	443031901	443039201	443046545	443053863	443061338	443068671	443075957	443083258	443090592	443097928	443105291	443112503	443119748	443126982	443134200	443141411	443148689
424495836	425182193	442690723	443031919	443039219	443046552	443053871	443061346	443068689	443075965	443083266	443090600	443097936	443105309	443112511	443119755	443126990	443134218	443141429	443148697
424495844	425183605	442691036	443031927	443039227	443046560	443053889	443061353	443068697	443075973	443083274	443090618	443097944	443105317	443112529	443119763	443127006	443134226	443141437	443148705
424496529	425183712	442691929	443031935	443039235	443046578	443053897	443061361	443068705	443075981	443083282	443090626	443097951	443105325	443112537	443119771	443127014	443134234	443141445	443148713
424497253	425184355	442692216	443031943	443039243	443046586	443053905	443061387	443068713	443075999	443083290	443090634	443097969	443105333	443112545	443119789	443127022	443134242	443141452	443148721
424497709	425186723	442692307	443031950	443039250	443046594	443053913	443061395	443068721	443076005	443083316	443090642	443097977	443105341	443112552	443119797	443127030	443134259	443141460	443148739
424498459	425188125	442692331	443031968	443039268	443046602	443053921	443061403	443068739	443076013	443083324	443090659	443097985	443105358	443112560	443119805	443127048	443134267	443141478	443148747
424499861	425188828	442693024	443031976	443039276	443046610	443053939	443061411	443068747	443076021	443083340	443090667	443097993	443105366	443112578	443119813	443127055	443134275	443141486	443148754
424504405	425189271	442693446	443031984	443039284	443046628	443053947	443061429	443068754	443076039	443083357	443090675	443098009	443105374	443112586	443119821	443127063	443134283	443141494	443148762
424504553	425189867	442694758	443031992	443039292	443046636	443053954	443061437	443068762	443076047	443083365	443090683	443098017	443105382	443112594	443119839	443127071	443134291	443141502	443148770
424505568	425190527	442694832	443032008	443039300	443046644	443053962	443061445	443068770	443076062	443083373	443090691	443098025	443105390	443112602	443119847	443127089	443134309	443141510	443148788
424507440	425193125	442695490	443032016	443039318	443046651	443053970	443061452	443068788	443076070	443083381	443090709	443098033	443105408	443112610	443119854	443127097	443134317	443141528	443148796
424507499	425193265	442695771	443032024	443039326	443046669	443053988	443061460	443068796	443076088	443083399	443090717	443098041	443105416	443112628	443119862	443127105	443134325	443141536	443148804
424509586	425193919	442695912	443032032	443039334	443046677	443053996	443061478	443068804	443076096	443083407	443090725	443098058	443105424	443112636	443119870	443127113	443134333	443141544	443148812
424510634	425194057	442696019	443032040	443039342	443046685	443054002	443061486	443068812	443076104	443083415	443090733	443098066	443105432	443112644	443119888	443127121	443134341	443141551	443148820
424510709	425194610	442697710	443032057	443039359	443046693	443054010	443061494	443068820	443076112	443083423	443090741	443098074	443105440	443112651	443119896	443127139	443134358	443141569	443148838
424511301	425194875	442698726	443032065	443039367	443046701	443054028	443061502	443068838	443076120	443083431	443090758	443098082	443105457	443112669	443119904	443127147	443134366	443141577	443148846
424512333	425195575	442698866	443032073	443039375	443046719	443054036	443061510	443068846	443076138	443083449	443090766	443098090	443105465	443112677	443119912	443127154	443134374	443141585	443148853
424512465	425196672	442699393	443032081	443039383	443046727	443054044	443061528	443068853	443076146	443083456	443090774	443098108	443105473	443112685	443119920	443127162	443134382	443141593	443148861
424513034	425199767	442699476	443032099	443039391	443046735	443054051	443061536	443068861	443076153	443083464	443090782	443098116	443105481	443112693	443119938	443127170	443134390	443141601	443148879
424516540	425200268	442702213	443032107	443039409	443046743	443054069	443061544	443068879	443076161	443083472	443090790	443098124	443105499	443112701	443119946	443127188	443134408	443141619	443148887
424518660	425208048	442702304	443032115	443039417	443046750	443054077	443061551	443068887	443076179	443083480	443090808	443098132	443105507	443112719	443119953	443127196	443134416	443141627	443148895
424519478	426055307	442702726	443032123	443039425	443046768	443054085	443061569	443068895	443076187	443083498	443090816	443098140	443105515	443112727	443119961	443127204	443134424	443141635	443148903
424521045	427337563	442702916	443032131	443039433	443046776	443054093	443061577	443068903	443076195	443083506	443090824	443098157	443105523	443112735	443119979	443127212	443134432	443141643	443148911
424521946	427345889	442703815	443032149	443039441	443046784	443054101	443061585	443068911	443076203	443083514	443090832	443098165	443105531	443112743	443119987	443127220	443134440	443141650	443148929
424522886	431847359	442703856	443032156	443039458	443046792	443054119	443061593	443068929	443076211	443083522	443090840	443098181	443105549	443112750	443119995	443127238	443134457	443141668	443148937

2010-A Final Cut Legal Schedule of Receivables

Sch-A-6

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424523801	432872851	442703872	443032164	443039466	443046800	443054127	443061601	443068937	443076229	443083530	443090857	443098199	443105556	443112768	443120001	443127246	443134465	443141676	443148945
424524049	432924462	442704292	443032172	443039474	443046818	443054135	443061619	443068945	443076237	443083548	443090865	443098207	443105564	443112776	443120019	443127253	443134473	443141684	443148952
424524536	432951333	442704599	443032180	443039482	443046826	443054143	443061627	443068952	443076245	443083555	443090873	443098215	443105572	443112784	443120027	443127261	443134481	443141692	443148960
424526838	433448289	442705091	443032198	443039490	443046834	443054150	443061635	443068960	443076252	443083563	443090881	443098223	443105580	443112792	443120035	443127279	443134499	443141700	443148978
424527844	433595667	442705505	443032206	443039508	443046842	443054168	443061643	443068978	443076260	443083571	443090899	443098231	443105598	443112800	443120043	443127287	443134507	443141718	443148986
424528180	433620994	442706255	443032214	443039516	443046859	443054184	443061650	443068986	443076278	443083589	443090907	443098249	443105606	443112818	443120050	443127295	443134515	443141726	443148994
424528677	433666765	442706446	443032222	443039524	443046867	443054192	443061668	443068994	443076294	443083597	443090915	443098256	443105614	443112826	443120068	443127303	443134523	443141734	443149000
424530046	433746617	442706495	443032230	443039532	443046875	443054200	443061676	443069000	443076302	443083605	443090931	443098264	443105622	443112834	443120076	443127311	443134531	443141742	443149018
424530137	433777745	442707923	443032248	443039540	443046883	443054218	443061684	443069018	443076310	443083613	443090949	443098272	443105630	443112842	443120084	443127329	443134549	443141759	443149026
424530335	433784451	442708053	443032255	443039557	443046891	443054226	443061692	443069026	443076328	443083621	443090956	443098280	443105648	443112859	443120092	443127337	443134556	443141767	443149034
424530418	433785342	442708715	443032263	443039565	443046909	443054234	443061700	443069034	443076336	443083639	443090964	443098298	443105655	443112867	443120100	443127345	443134564	443141775	443149042
424530848	433807567	442709408	443032271	443039573	443046917	443054242	443061718	443069042	443076344	443083647	443090972	443098306	443105663	443112875	443120118	443127352	443134572	443141783	443149059
424531572	433815800	442709713	443032289	443039581	443046925	443054259	443061726	443069059	443076351	443083654	443090980	443098314	443105671	443112883	443120126	443127360	443134580	443141791	443149067
424533032	433833605	442709952	443032297	443039599	443046933	443054267	443061734	443069067	443076369	443083662	443090998	443098322	443105689	443112891	443120134	443127378	443134598	443141809	443149075
424533495	433849288	442710984	443032305	443039607	443046941	443054275	443061742	443069075	443076377	443083670	443091004	443098330	443105697	443112909	443120142	443127386	443134606	443141817	443149083
424534808	433876935	442711016	443032313	443039615	443046958	443054283	443061759	443069083	443076385	443083688	443091038	443098348	443105705	443112917	443120159	443127394	443134614	443141825	443149091
424536225	433891843	442711271	443032321	443039623	443046966	443054291	443061767	443069091	443076393	443083696	443091046	443098355	443105713	443112925	443120167	443127402	443134622	443141833	443149109
424537553	433914199	442713442	443032339	443039631	443046974	443054309	443061775	443069109	443076401	443083704	443091053	443098363	443105721	443112933	443120175	443127410	443134630	443141841	443149117
424538130	433934015	442714424	443032347	443039649	443046982	443054317	443061783	443069117	443076419	443083712	443091079	443098371	443105739	443112941	443120183	443127428	443134648	443141858	443149125
424538262	433935202	442714895	443032354	443039656	443047006	443054325	443061791	443069125	443076427	443083720	443091087	443098389	443105747	443112958	443120191	443127436	443134655	443141866	443149133
424538916	433944089	442714945	443032362	443039664	443047014	443054333	443061809	443069133	443076435	443083738	443091095	443098397	443105754	443112966	443120209	443127444	443134663	443141874	443149141
424540680	433946001	442715421	443032370	443039672	443047022	443054341	443061817	443069141	443076443	443083746	443091103	443098405	443105762	443112974	443120217	443127451	443134671	443141882	443149158
424545341	433953726	442715991	443032388	443039680	443047030	443054358	443061825	443069158	443076450	443083753	443091111	443098413	443105770	443112982	443120225	443127469	443134689	443141890	443149166
424546299	433984440	442716650	443032396	443039698	443047055	443054366	443061833	443069166	443076468	443083761	443091129	443098421	443105788	443112990	443120233	443127477	443134697	443141908	443149174
424548261	434001186	442717013	443032404	443039706	443047063	443054374	443061841	443069174	443076476	443083779	443091137	443098439	443105796	443113006	443120241	443127485	443134705	443141916	443149182
424549822	434042990	442717088	443032412	443039714	443047071	443054382	443061858	443069182	443076484	443083787	443091145	443098447	443105804	443113014	443120258	443127493	443134713	443141924	443149190
424549871	434056768	442717906	443032420	443039722	443047089	443054390	443061866	443069190	443076492	443083795	443091152	443098454	443105812	443113022	443120266	443127501	443134721	443141932	443149208
424553873	434060950	442717963	443032438	443039730	443047097	443054408	443061874	443069208	443076500	443083803	443091160	443098462	443105820	443113030	443120274	443127519	443134739	443141940	443149216
424554020	434184115	442718151	443032446	443039748	443047105	443054416	443061882	443069216	443076518	443083811	443091178	443098470	443105838	443113048	443120282	443127527	443134747	443141957	443149224
424554350	434188546	442719217	443032453	443039755	443047113	443054424	443061890	443069224	443076526	443083829	443091186	443098488	443105846	443113055	443120290	443127535	443134754	443141965	443149232
424555076	434248274	442719647	443032461	443039763	443047121	443054432	443061908	443069232	443076534	443083837	443091194	443098496	443105853	443113063	443120308	443127543	443134762	443141973	443149240
424555233	434447918	442719662	443032479	443039771	443047139	443054440	443061916	443069240	443076542	443083845	443091202	443098504	443105861	443113071	443120316	443127550	443134770	443141981	443149257
424556512	435827738	442720165	443032487	443039789	443047147	443054457	443061924	443069265	443076559	443083852	443091210	443098512	443105879	443113089	443120324	443127568	443134788	443141999	443149265
424557825	435978986	442720769	443032495	443039797	443047154	443054465	443061932	443069273	443076567	443083860	443091228	443098520	443105887	443113097	443120332	443127576	443134796	443142005	443149273
424558906	436050017	442721395	443032503	443039805	443047162	443054473	443061940	443069299	443076575	443083878	443091236	443098538	443105895	443113105	443120340	443127584	443134804	443142013	443149281
424558948	436073639	442722070	443032511	443039821	443047170	443054481	443061957	443069307	443076583	443083886	443091244	443098553	443105903	443113113	443120357	443127600	443134812	443142021	443149299
424559060	436075295	442722229	443032529	443039839	443047188	443054507	443061965	443069315	443076591	443083894	443091251	443098561	443105911	443113121	443120365	443127618	443134820	443142039	443149307
424559425	436087449	442722252	443032537	443039847	443047196	443054515	443061973	443069323	443076609	443083902	443091269	443098579	443105929	443113139	443120373	443127626	443134838	443142047	443149315
424560506	436118228	442722971	443032545	443039854	443047204	443054523	443061981	443069331	443076617	443083910	443091277	443098587	443105937	443113147	443120381	443127634	443134846	443142054	443149323
424561983	436118574	442723458	443032552	443039862	443047212	443054531	443061999	443069349	443076625	443083928	443091285	443098595	443105945	443113154	443120399	443127642	443134853	443142062	443149331
424565547	436127880	442723524	443032560	443039870	443047220	443054549	443062005	443069356	443076633	443083936	443091293	443098603	443105952	443113162	443120407	443127659	443134861	443142070	443149349
424571875	436133094	442724316	443032578	443039888	443047238	443054556	443062013	443069364	443076641	443083944	443091301	443098611	443105960	443113170	443120415	443127667	443134879	443142088	443149356
424572162	436180327	442724969	443032586	443039896	443047246	443054564	443062021	443069372	443076658	443083951	443091319	443098629	443105978	443113188	443120423	443127675	443134887	443142096	443149364
424573426	436186613	442726444	443032594	443039904	443047253	443054572	443062039	443069380	443076666	443083969	443091327	443098637	443105986	443113196	443120431	443127683	443134895	443142104	443149372
424573764	436186894	442726956	443032602	443039912	443047261	443054598	443062047	443069398	443076674	443083977	443091335	443098645	443105994	443113204	443120449	443127691	443134903	443142112	443149398
424575561	436206932	442727699	443032610	443039920	443047279	443054606	443062054	443069406	443076682	443083985	443091343	443098652	443106000	443113212	443120456	443127709	443134911	443142120	443149406
424577799	436223523	442728879	443032628	443039938	443047287	443054614	443062062	443069414	443076690	443083993	443091350	443098660	443106018	443113220	443120464	443127717	443134929	443142138	443149422
424578243	436246003	442728960	443032636	443039946	443047295	443054622	443062070	443069422	443076708	443084009	443091368	443098678	443106026	443113238	443120472	443127725	443134937	443142146	443149430
424578912	436247142	442730024	443032644	443039953	443047303	443054630	443062088	443069448	443076716	443084017	443091376	443098686	443106034	443113246	443120480	443127733	443134945	443142153	443149448
424581163	436264543	442730131	443032651	443039961	443047311	443054648	443062096	443069455	443076724	443084025	443091384	443098694	443106042	443113253	443120498	443127741	443134952	443142161	443149455
424581486	436312516	442730164	443032669	443039979	443047329	443054655	443062104	443069463	443076732	443084033	443091392	443098702	443106059	443113261	443120506	443127758	443134960	443142179	443149463
424583557	436340400	442731691	443032677	443039987	443047337	443054663	443062112	443069471	443076740	443084041	443091400	443098710	443106067	443113279	443120514	443127766	443134978	443142187	443149471
424583664	436366694	442732335	443032685	443039995	443047345	443054671	443062120	443069489	443076757	443084058	443091418	443098728	443106075	443113287	443120522	443127774	443134986	443142195	443149489
424584019	436411847	442732400	443032693	443040001	443047352	443054689	443062138	443069497	443076765	443084066	443091426	443098744	443106083	443113295	443120530	443127782	443134994	443142203	443149497
424584431	436412258	442732566	443032701	443040019	443047360	443054697	443062146	443069505	443076781	443084074	443091434	443098751	443106091	443113303	443120548	443127790	443135009	443142211	443149505
424588036	436422653	442732806	443032719	443040027	443047378	443054705	443062161	443069513	443076799	443084082	443091442	443098769	443106109	443113311	443120555	443127808	443135017	443142229	443149513
424590966	436466122	442734000	443032727	443040035	443047386	443054713	443062179	443069521	443076807	443084090	443091459	443098777	443106117	443113329	443120563	443127816	443135025	443142237	443149521
424593424	436474142	442734216	443032735	443040043	443047394	443054721	443062187	443069539	443076815	443084108	443091467	443098785	443106125	443113337	443120571	443127824	443135033	443142245	443149539
424594745	436487839	442734984	443032750	443040050	443047402	443054739	443062195	443069547	443076823	443084124	443091475	443098793	443106133	443113345	443120589	443127832	443135041	443142252	443149547
424595098	436515894	442735338	443032768	443040076	443047410	443054747	443062203	443069554	443076831	443084140	443091483	443098801	443106141	443113352	443120597	443127840	443135058	443142260	443149554
424596716	436521884	442735411	443032776	443040084	443047428	443054754	443062211	443069570	443076849	443084165	443091491	443098819	443106158	443113360	443120605	443127857	443135066	443142278	443149562
424596989	436523765	442739959	443032784	443040092	443047436	443054762	443062229	443069588	443076856	443084173	443091509	443098827	443106166	443113378	443120613	443127865	443135074	443142286	443149570
424600484	436548648	442740452	443032792	443040100	443047444	443054770	443062237	443069596	443076864	443084181	443091517	443098835	443106174	443113386	443120621	443127873	443135082	443142294	443149588
424601730	436556674	442740932	443032800	443040118	443047451	443054788	443062245	443069604	443076872	443084199	443091525	443098843	443106182	443113394	443120639	443127881	443135090	443142302	443149596
424603728	436571400	442741922	443032818	443040126	443047469	443054796	443062252	443069612	443076880	443084207	443091533	443098850	443106190	443113402	443120647	443127899	443135108	443142310	443149604
424604361	436572788	442743266	443032826	443040134	443047477	443054804	443062260	443069620	443076898	443084215	443091541	443098868	443106208	443113410	443120654	443127907	443135116	443142328	443149612
424605640	436578215	442743670	443032834	443040142	443047485	443054812	443062278	443069638	443076906	443084223	443091558	443098876	443106216	443113428	443120662	443127915	443135124	443142336	443149620
424605657	436585137	442744959	443032842	443040159	443047493	443054820	443062286	443069646	443076914	443084231	443091566	443098884	443106224	443113436	443120670	443127923	443135132	443142344	443149638
424605673	436586283	442745568	443032859	443040167	443047501	443054838	443062294	443069661	443076922	443084249	443091582	443098892	443106232	443113444	443120688	443127931	443135140	443142351	443149646
424606556	436647580	442746095	443032867	443040175	443047519	443054846	443062302	443069679	443076930	443084256	443091590	443098900	443106240	443113451	443120696	443127949	443135157	443142369	443149653
424607018	436663751	442746459	443032875	443040183	443047527	443054853	443062310	443069687	443076948	443084264	443091608	443098918	443106257	443113469	443120704	443127956	443135165	443142377	443149661
424607463	436663827	442748505	443032883	443040191	443047535	443054861	443062328	443069695	443076955	443084272	443091616	443098926	443106265	443113477	443120712	443127964	443135173	443142385	443149679
424608289	436676647	442749263	443032891	443040209	443047543	443054879	443062336	443069703	443076963	443084280	443091624	443098934	443106273	443113485	443120720	443127972	443135181	443142393	443149695

2010-A Final Cut Legal Schedule of Receivables

Sch-A-7

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424612406	436680797	442753075	443032909	443040217	443047550	443054887	443062344	443069711	443076971	443084298	443091632	443098942	443106281	443113493	443120738	443127980	443135199	443142401	443149703
424615664	436708473	442753638	443032917	443040225	443047568	443054895	443062351	443069729	443076989	443084306	443091640	443098959	443106299	443113501	443120746	443127998	443135207	443142419	443149711
424615797	436763874	442754867	443032925	443040233	443047576	443054911	443062369	443069737	443076997	443084314	443091657	443098967	443106307	443113519	443120753	443128004	443135215	443142427	443149729
424616407	436771554	442755831	443032933	443040241	443047584	443054929	443062377	443069745	443077003	443084322	443091665	443098975	443106315	443113527	443120761	443128012	443135223	443142435	443149737
424617488	436814768	442759916	443032941	443040258	443047592	443054937	443062385	443069752	443077011	443084330	443091673	443098983	443106323	443113535	443120779	443128020	443135231	443142443	443149745
424618601	436815567	442760377	443032958	443040266	443047600	443054945	443062393	443069760	443077029	443084348	443091681	443098991	443106331	443113543	443120787	443128038	443135249	443142450	443149752
424618791	436823520	442760989	443032966	443040274	443047618	443054952	443062401	443069778	443077037	443084363	443091699	443099007	443106349	443113550	443120795	443128046	443135256	443142468	443149760
424619203	436845820	442762084	443032974	443040282	443047634	443054960	443062419	443069786	443077045	443084371	443091707	443099015	443106356	443113576	443120803	443128053	443135264	443142476	443149778
424619716	436856405	442763413	443032982	443040290	443047642	443054978	443062427	443069794	443077052	443084389	443091715	443099023	443106364	443113584	443120811	443128061	443135272	443142484	443149786
424620870	436876874	442763710	443032990	443040308	443047659	443054986	443062435	443069802	443077060	443084397	443091723	443099031	443106372	443113592	443120829	443128079	443135280	443142492	443149794
424621035	436885875	442764288	443033006	443040316	443047667	443054994	443062443	443069810	443077086	443084405	443091731	443099049	443106380	443113600	443120837	443128087	443135298	443142500	443149802
424622041	436886386	442765319	443033014	443040324	443047675	443055009	443062450	443069828	443077094	443084413	443091749	443099056	443106398	443113618	443120845	443128095	443135306	443142518	443149810
424622363	436909980	442765582	443033022	443040332	443047683	443055017	443062468	443069836	443077102	443084421	443091756	443099064	443106406	443113626	443120852	443128103	443135314	443142526	443149828
424622660	436920805	442766895	443033048	443040340	443047691	443055025	443062476	443069844	443077110	443084439	443091764	443099080	443106414	443113634	443120860	443128111	443135322	443142534	443149836
424626984	436929178	442768149	443033055	443040357	443047709	443055033	443062484	443069851	443077128	443084447	443091772	443099098	443106422	443113642	443120878	443128129	443135330	443142542	443149851
424628311	436941173	442769733	443033063	443040365	443047717	443055041	443062492	443069869	443077136	443084454	443091780	443099106	443106430	443113659	443120886	443128137	443135348	443142559	443149869
424631653	436979934	442770608	443033071	443040373	443047725	443055058	443062500	443069877	443077144	443084462	443091798	443099114	443106448	443113667	443120894	443128145	443135355	443142567	443149877
424631877	436986137	442771101	443033089	443040381	443047733	443055066	443062518	443069885	443077151	443084470	443091806	443099122	443106455	443113683	443120902	443128152	443135363	443142575	443149885
424632032	436989842	442772786	443033097	443040399	443047741	443055074	443062526	443069893	443077169	443084488	443091814	443099130	443106463	443113691	443120910	443128160	443135371	443142583	443149893
424632172	437029168	442773800	443033105	443040415	443047758	443055082	443062534	443069901	443077177	443084496	443091822	443099148	443106471	443113709	443120928	443128178	443135389	443142591	443149901
424634665	437032428	442774634	443033113	443040423	443047766	443055090	443062542	443069919	443077185	443084504	443091830	443099155	443106489	443113717	443120936	443128186	443135397	443142609	443149919
424634855	437032436	442774857	443033121	443040431	443047774	443055108	443062559	443069927	443077193	443084512	443091848	443099163	443106497	443113725	443120944	443128194	443135405	443142617	443149927
424635605	437101090	442775094	443033139	443040449	443047782	443055116	443062567	443069935	443077201	443084520	443091855	443099171	443106505	443113733	443120951	443128202	443135413	443142633	443149935
424636181	437123268	442775524	443033147	443040456	443047790	443055124	443062575	443069943	443077219	443084538	443091863	443099189	443106513	443113741	443120969	443128210	443135421	443142641	443149943
424636926	437171523	442776456	443033154	443040464	443047808	443055132	443062583	443069950	443077227	443084546	443091871	443099197	443106521	443113758	443120977	443128228	443135439	443142658	443149950
424639185	437172885	442776753	443033162	443040472	443047816	443055140	443062591	443069968	443077235	443084553	443091889	443099205	443106539	443113766	443120985	443128236	443135447	443142666	443149968
424640233	437176266	442777553	443033170	443040480	443047824	443055157	443062609	443069976	443077243	443084561	443091897	443099213	443106547	443113774	443120993	443128244	443135454	443142674	443149976
424640431	440876514	442779419	443033188	443040498	443047832	443055165	443062617	443069984	443077250	443084579	443091905	443099221	443106554	443113782	443121009	443128251	443135462	443142682	443149984
424641058	440877140	442780227	443033196	443040506	443047840	443055173	443062625	443069992	443077268	443084587	443091913	443099239	443106562	443113790	443121017	443128269	443135470	443142690	443149992
424641777	440881183	442780706	443033204	443040514	443047857	443055181	443062633	443070008	443077276	443084595	443091921	443099247	443106570	443113808	443121025	443128277	443135488	443142708	443150008
424642031	440890564	442781001	443033212	443040522	443047865	443055199	443062641	443070016	443077284	443084603	443091939	443099254	443106588	443113816	443121033	443128285	443135496	443142716	443150016
424642346	440913945	442781167	443033220	443040530	443047873	443055207	443062658	443070024	443077292	443084611	443091947	443099262	443106596	443113824	443121041	443128293	443135504	443142724	443150024
424642866	440942209	442782512	443033238	443040548	443047881	443055215	443062666	443070032	443077300	443084629	443091954	443099270	443106604	443113832	443121058	443128301	443135512	443142732	443150032
424645976	440944643	442782603	443033246	443040555	443047899	443055223	443062674	443070040	443077318	443084645	443091962	443099288	443106612	443113840	443121066	443128319	443135520	443142740	443150040
424648707	440944874	442783031	443033253	443040563	443047907	443055231	443062682	443070057	443077326	443084652	443091970	443099296	443106620	443113857	443121074	443128327	443135538	443142757	443150057
424648764	440949881	442783973	443033261	443040571	443047915	443055249	443062690	443070065	443077334	443084660	443091988	443099304	443106638	443113865	443121082	443128335	443135546	443142765	443150065
424649150	440963502	442784617	443033279	443040589	443047923	443055256	443062708	443070073	443077342	443084686	443091996	443099312	443106646	443113873	443121090	443128343	443135553	443142773	443150073
424650232	440998961	442784765	443033287	443040597	443047931	443055264	443062716	443070081	443077359	443084694	443092002	443099320	443106653	443113881	443121108	443128350	443135561	443142781	443150081
424650562	441000965	442785135	443033295	443040605	443047949	443055272	443062724	443070099	443077367	443084702	443092010	443099338	443106661	443113899	443121116	443128368	443135579	443142807	443150099
424652964	441018637	442786018	443033303	443040613	443047956	443055280	443062732	443070107	443077375	443084710	443092028	443099346	443106679	443113907	443121124	443128376	443135587	443142815	443150107
424655645	441020104	442786091	443033311	443040621	443047964	443055298	443062740	443070115	443077383	443084728	443092036	443099353	443106687	443113915	443121132	443128384	443135603	443142823	443150115
424657419	441036696	442786208	443033337	443040639	443047972	443055306	443062757	443070123	443077391	443084736	443092044	443099361	443106695	443113923	443121140	443128392	443135611	443142831	443150123
424657757	441056611	442786315	443033345	443040647	443047980	443055314	443062765	443070131	443077409	443084744	443092051	443099379	443106703	443113931	443121157	443128400	443135629	443142849	443150131
424659126	441065851	442788162	443033352	443040654	443047998	443055322	443062773	443070149	443077417	443084751	443092069	443099387	443106711	443113949	443121165	443128418	443135637	443142856	443150149
424659597	441082294	442788220	443033360	443040662	443048004	443055330	443062781	443070156	443077425	443084769	443092077	443099395	443106729	443113956	443121173	443128426	443135645	443142864	443150156
424661775	441093630	442789079	443033378	443040670	443048012	443055348	443062799	443070164	443077433	443084777	443092085	443099403	443106737	443113964	443121181	443128434	443135652	443142872	443150164
424665883	441121241	442792057	443033386	443040688	443048020	443055355	443062807	443070172	443077441	443084785	443092093	443099411	443106745	443113972	443121199	443128442	443135660	443142880	443150172
424668432	441121910	442792115	443033394	443040696	443048038	443055363	443062815	443070180	443077458	443084793	443092101	443099429	443106752	443113980	443121207	443128459	443135678	443142898	443150180
424668820	441130069	442794889	443033402	443040712	443048046	443055371	443062823	443070198	443077466	443084801	443092119	443099437	443106760	443113998	443121215	443128467	443135686	443142906	443150198
424668952	441139151	442797825	443033410	443040720	443048053	443055389	443062849	443070206	443077474	443084819	443092127	443099445	443106778	443114004	443121223	443128475	443135694	443142914	443150206
424669158	441163219	442799474	443033428	443040738	443048061	443055397	443062856	443070214	443077482	443084827	443092135	443099452	443106786	443114012	443121231	443128483	443135702	443142922	443150214
424670446	441172632	442800025	443033436	443040746	443048079	443055405	443062864	443070222	443077490	443084835	443092143	443099460	443106794	443114020	443121249	443128491	443135710	443142930	443150222
424670552	441175528	442800538	443033444	443040753	443048087	443055413	443062872	443070230	443077508	443084843	443092150	443099478	443106802	443114038	443121256	443128509	443135728	443142948	443150230
424674414	441176237	442801247	443033451	443040761	443048095	443055421	443062880	443070248	443077516	443084850	443092184	443099486	443106810	443114046	443121264	443128517	443135736	443142955	443150248
424676856	441188166	442803219	443033469	443040779	443048103	443055439	443062898	443070255	443077524	443084868	443092192	443099494	443106828	443114053	443121272	443128525	443135744	443142963	443150255
424677128	441195666	442803706	443033477	443040787	443048111	443055447	443062906	443070263	443077532	443084876	443092200	443099502	443106836	443114061	443121280	443128533	443135751	443142971	443150263
424677615	441198710	442805321	443033485	443040795	443048129	443055454	443062914	443070271	443077540	443084884	443092218	443099510	443106844	443114079	443121298	443128541	443135769	443142989	443150271
424677912	441234416	442805594	443033493	443040803	443048137	443055462	443062922	443070289	443077557	443084892	443092226	443099528	443106851	443114087	443121306	443128558	443135777	443142997	443150289
424677946	441274701	442805701	443033501	443040811	443048145	443055488	443062930	443070297	443077565	443084900	443092234	443099536	443106869	443114095	443121314	443128566	443135785	443143003	443150297
424678431	441282423	442806055	443033519	443040829	443048152	443055496	443062948	443070305	443077573	443084918	443092242	443099544	443106877	443114103	443121322	443128574	443135793	443143011	443150305
424679090	441291523	442806691	443033527	443040837	443048160	443055504	443062955	443070313	443077581	443084926	443092259	443099551	443106885	443114111	443121330	443128582	443135801	443143029	443150313
424679827	441296324	442808838	443033535	443040845	443048178	443055512	443062963	443070321	443077599	443084942	443092267	443099569	443106893	443114129	443121348	443128608	443135819	443143037	443150321
424681633	441297314	442809877	443033543	443040852	443048186	443055546	443062971	443070339	443077607	443084959	443092275	443099577	443106901	443114137	443121355	443128616	443135827	443143045	443150339
424681716	441328986	442810370	443033550	443040860	443048194	443055553	443062989	443070347	443077615	443084967	443092283	443099585	443106919	443114145	443121363	443128624	443135835	443143052	443150347
424683340	441352499	442811063	443033568	443040878	443048202	443055561	443062997	443070354	443077623	443084975	443092291	443099593	443106927	443114152	443121371	443128632	443135843	443143060	443150354
424683589	441357522	442812152	443033576	443040886	443048210	443055579	443063003	443070362	443077631	443084983	443092309	443099601	443106935	443114160	443121389	443128640	443135850	443143078	443150362
424683738	441357795	442813242	443033584	443040894	443048228	443055587	443063011	443070370	443077649	443084991	443092317	443099619	443106943	443114178	443121397	443128657	443135868	443143086	443150370
424684272	441357944	442817797	443033592	443040902	443048236	443055595	443063029	443070388	443077656	443085006	443092325	443099627	443106950	443114194	443121405	443128665	443135876	443143094	443150388
424685345	441367737	442818613	443033600	443040910	443048244	443055629	443063037	443070396	443077664	443085014	443092333	443099635	443106968	443114202	443121413	443128673	443135884	443143102	443150396
424687143	441399490	442818753	443033618	443040928	443048251	443055637	443063045	443070404	443077672	443085022	443092341	443099643	443106976	443114210	443121421	443128681	443135892	443143110	443150404
424689909	441425345	442819728	443033626	443040944	443048269	443055645	443063052	443070412	443077680	443085030	443092358	443099650	443106984	443114228	443121439	443128699	443135900	443143128	443150412
424690857	441434859	442821567	443033634	443040951	443048277	443055652	443063060	443070420	443077698	443085048	443092366	443099668	443106992	443114236	443121447	443128707	443135918	443143136	443150420
424691053	441440138	442821666	443033642	443040969	443048285	443055660	443063078	443070438	443077706	443085055	443092374	443099676	443107008	443114244	443121454	443128715	443135926	443143144	443150438

2010-A Final Cut Legal Schedule of Receivables

Sch-A-8

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424691145	441441219	442821971	443033659	443040977	443048293	443055678	443063086	443070446	443077714	443085063	443092382	443099684	443107016	443114251	443121462	443128723	443135934	443143151	443150446
424691509	441448222	442822193	443033667	443040985	443048301	443055686	443063102	443070453	443077722	443085071	443092390	443099692	443107024	443114269	443121470	443128731	443135942	443143169	443150453
424692515	441452570	442822870	443033675	443040993	443048319	443055694	443063110	443070461	443077730	443085089	443092408	443099700	443107032	443114277	443121488	443128749	443135959	443143177	443150461
424695476	441454576	442824348	443033683	443041009	443048327	443055710	443063128	443070479	443077748	443085097	443092416	443099718	443107040	443114285	443121496	443128756	443135967	443143185	443150479
424695567	441460052	442825931	443033691	443041017	443048335	443055728	443063136	443070487	443077755	443085105	443092424	443099726	443107057	443114293	443121504	443128764	443135975	443143193	443150487
424697233	441469335	442826392	443033709	443041025	443048343	443055736	443063144	443070495	443077763	443085113	443092432	443099734	443107065	443114301	443121512	443128772	443135983	443143201	443150495
424701720	441470366	442826830	443033717	443041033	443048350	443055744	443063151	443070503	443077771	443085121	443092440	443099742	443107073	443114319	443121520	443128780	443135991	443143219	443150503
424702157	441470440	442826855	443033725	443041041	443048368	443055751	443063169	443070511	443077789	443085139	443092457	443099759	443107081	443114327	443121546	443128798	443136007	443143227	443150511
424702330	441473261	442826939	443033733	443041058	443048384	443055769	443063177	443070529	443077797	443085147	443092465	443099767	443107099	443114335	443121553	443128806	443136015	443143235	443150529
424702348	441485026	442827549	443033741	443041066	443048392	443055777	443063185	443070537	443077805	443085154	443092473	443099775	443107107	443114343	443121561	443128814	443136023	443143243	443150537
424703155	441490067	442828349	443033758	443041074	443048400	443055785	443063193	443070545	443077813	443085162	443092481	443099783	443107115	443114350	443121579	443128822	443136031	443143250	443150545
424703163	441495355	442830006	443033766	443041082	443048418	443055793	443063201	443070552	443077821	443085170	443092499	443099791	443107123	443114368	443121587	443128830	443136049	443143268	443150552
424704294	441505799	442831509	443033774	443041090	443048426	443055801	443063219	443070560	443077839	443085188	443092507	443099809	443107131	443114376	443121595	443128848	443136056	443143276	443150560
424705200	441507118	442832150	443033782	443041108	443048434	443055819	443063227	443070578	443077847	443085196	443092515	443099817	443107149	443114384	443121603	443128855	443136064	443143284	443150578
424705655	441516424	442834289	443033790	443041116	443048442	443055827	443063235	443070586	443077854	443085204	443092523	443099825	443107156	443114392	443121611	443128863	443136072	443143292	443150586
424707602	441519790	442834917	443033824	443041124	443048459	443055835	443063243	443070594	443077862	443085212	443092531	443099833	443107164	443114400	443121629	443128871	443136080	443143300	443150594
424708717	441532934	442836953	443033832	443041132	443048467	443055843	443063250	443070602	443077870	443085220	443092549	443099841	443107172	443114418	443121637	443128889	443136106	443143318	443150602
424709137	441542438	442837894	443033840	443041140	443048475	443055850	443063268	443070610	443077888	443085238	443092556	443099858	443107180	443114426	443121645	443128897	443136114	443143326	443150610
424709186	441544319	442837985	443033857	443041157	443048483	443055868	443063284	443070628	443077896	443085246	443092564	443099866	443107198	443114434	443121652	443128905	443136122	443143334	443150628
424709285	441563699	442841342	443033865	443041165	443048491	443055876	443063292	443070636	443077904	443085253	443092572	443099874	443107206	443114442	443121660	443128913	443136130	443143359	443150636
424710176	441579786	442841706	443033873	443041173	443048509	443055884	443063300	443070644	443077912	443085261	443092580	443099882	443107214	443114459	443121678	443128921	443136148	443143367	443150644
424711927	441581063	442841953	443033881	443041181	443048517	443055892	443063318	443070651	443077920	443085279	443092598	443099890	443107222	443114467	443121686	443128939	443136155	443143375	443150651
424712701	441587508	442842134	443033899	443041199	443048525	443055900	443063326	443070669	443077938	443085287	443092606	443099916	443107230	443114475	443121694	443128947	443136163	443143383	443150669
424712990	441591773	442842902	443033907	443041215	443048533	443055918	443063334	443070677	443077946	443085295	443092614	443099924	443107248	443114483	443121702	443128954	443136171	443143391	443150677
424713238	441594165	442843389	443033915	443041223	443048558	443055926	443063342	443070685	443077953	443085303	443092622	443099932	443107255	443114491	443121710	443128962	443136189	443143409	443150685
424713469	441595550	442843959	443033923	443041231	443048566	443055934	443063359	443070693	443077961	443085311	443092630	443099940	443107263	443114509	443121728	443128970	443136197	443143417	443150693
424715092	441596897	442846234	443033931	443041249	443048574	443055942	443063367	443070701	443077979	443085329	443092648	443099957	443107271	443114517	443121736	443128988	443136205	443143425	443150701
424715225	441604717	442848248	443033949	443041256	443048582	443055959	443063375	443070719	443077987	443085337	443092655	443099965	443107289	443114525	443121744	443128996	443136213	443143433	443150719
424715894	441609211	442849683	443033956	443041264	443048590	443055967	443063383	443070727	443077995	443085345	443092663	443099973	443107297	443114533	443121751	443129002	443136221	443143441	443150727
424715977	441624194	442849717	443033964	443041272	443048608	443055975	443063391	443070735	443078019	443085352	443092671	443099981	443107305	443114541	443121769	443129010	443136239	443143458	443150735
424716165	441624483	442849758	443033972	443041298	443048616	443055983	443063409	443070743	443078027	443085360	443092689	443099999	443107313	443114558	443121777	443129028	443136247	443143466	443150743
424716561	441629383	442850830	443033980	443041306	443048624	443055991	443063417	443070750	443078035	443085378	443092697	443100003	443107321	443114566	443121785	443129036	443136254	443143474	443150750
424717031	441630233	442853511	443033998	443041314	443048632	443056007	443063425	443070768	443078043	443085394	443092705	443100011	443107339	443114574	443121793	443129044	443136262	443143482	443150768
424722320	441641008	442854329	443034004	443041322	443048640	443056015	443063433	443070776	443078050	443085402	443092713	443100029	443107347	443114582	443121801	443129051	443136270	443143490	443150776
424722858	441647294	442854477	443034012	443041330	443048657	443056023	443063441	443070784	443078068	443085410	443092721	443100037	443107354	443114590	443121819	443129069	443136288	443143508	443150784
424723344	441653490	442855409	443034020	443041348	443048665	443056031	443063458	443070792	443078076	443085428	443092739	443100045	443107362	443114608	443121827	443129077	443136296	443143516	443150792
424726222	441656592	442858304	443034038	443041355	443048673	443056049	443063466	443070800	443078084	443085436	443092747	443100052	443107370	443114616	443121835	443129085	443136304	443143524	443150800
424726818	441656733	442858940	443034046	443041363	443048681	443056056	443063482	443070818	443078092	443085444	443092754	443100060	443107388	443114624	443121843	443129093	443136312	443143532	443150818
424727014	441657509	442859922	443034053	443041371	443048699	443056064	443063490	443070826	443078100	443085451	443092762	443100078	443107396	443114632	443121850	443129101	443136320	443143540	443150826
424729028	441666054	442860904	443034061	443041389	443048707	443056072	443063508	443070834	443078118	443085477	443092770	443100086	443107404	443114640	443121868	443129119	443136338	443143557	443150834
424729713	441668399	442861175	443034079	443041405	443048715	443056080	443063516	443070842	443078126	443085485	443092788	443100094	443107412	443114657	443121876	443129127	443136346	443143565	443150842
424730638	441670692	442861498	443034087	443041413	443048723	443056098	443063524	443070859	443078134	443085493	443092796	443100102	443107420	443114665	443121884	443129135	443136353	443143573	443150859
424731479	441672466	442863296	443034095	443041421	443048731	443056106	443063532	443070867	443078142	443085501	443092804	443100110	443107438	443114673	443121892	443129143	443136361	443143581	443150867
424732840	441673332	442863544	443034103	443041439	443048749	443056114	443063540	443070875	443078159	443085519	443092812	443100128	443107446	443114681	443121900	443129150	443136379	443143599	443150875
424734283	441679289	442864864	443034111	443041447	443048756	443056122	443063557	443070883	443078167	443085527	443092820	443100136	443107453	443114699	443121918	443129168	443136387	443143607	443150883
424734432	441682523	442865374	443034129	443041454	443048764	443056130	443063565	443070891	443078175	443085535	443092838	443100144	443107461	443114707	443121926	443129176	443136395	443143615	443150891
424735173	441686896	442868493	443034137	443041462	443048772	443056148	443063573	443070909	443078183	443085543	443092846	443100151	443107479	443114715	443121934	443129184	443136403	443143623	443150909
424735207	441687084	442875779	443034145	443041470	443048780	443056155	443063581	443070917	443078191	443085550	443092853	443100169	443107487	443114723	443121942	443129192	443136411	443143631	443150917
424736072	441687621	442877007	443034152	443041488	443048798	443056163	443063599	443070925	443078209	443085568	443092861	443100177	443107495	443114731	443121959	443129200	443136429	443143649	443150925
424736155	441688041	442877163	443034160	443041496	443048806	443056171	443063607	443070933	443078217	443085576	443092879	443100185	443107503	443114749	443121967	443129218	443136437	443143656	443150933
424736510	441688280	442877304	443034178	443041504	443048814	443056189	443063615	443070941	443078225	443085584	443092887	443100193	443107511	443114756	443121975	443129226	443136445	443143672	443150941
424737294	441693017	442878229	443034186	443041512	443048822	443056197	443063623	443070958	443078233	443085592	443092895	443100201	443107529	443114772	443121983	443129234	443136452	443143680	443150958
424737542	441699154	442879078	443034194	443041520	443048830	443056205	443063631	443070966	443078241	443085600	443092911	443100219	443107537	443114780	443121991	443129259	443136460	443143698	443150966
424738243	441701364	442879987	443034202	443041538	443048848	443056213	443063649	443070974	443078258	443085618	443092929	443100227	443107545	443114798	443122007	443129267	443136478	443143706	443150974
424738268	441713930	442880530	443034210	443041546	443048855	443056221	443063656	443070982	443078266	443085626	443092937	443100235	443107552	443114806	443122015	443129275	443136486	443143714	443150982
424738466	441716974	442880845	443034228	443041553	443048863	443056239	443063664	443070990	443078274	443085634	443092945	443100243	443107560	443114814	443122023	443129283	443136494	443143722	443150990
424741155	441719937	442882874	443034236	443041561	443048871	443056247	443063672	443071006	443078282	443085642	443092952	443100250	443107578	443114822	443122031	443129291	443136502	443143730	443151006
424743896	441721040	442883617	443034244	443041579	443048889	443056254	443063680	443071014	443078290	443085659	443092960	443100268	443107586	443114830	443122049	443129309	443136510	443143748	443151014
424745644	441732708	442884508	443034251	443041587	443048897	443056262	443063698	443071022	443078308	443085667	443092978	443100276	443107602	443114848	443122056	443129317	443136528	443143755	443151022
424746568	441733151	442884854	443034269	443041595	443048905	443056270	443063706	443071030	443078316	443085675	443092986	443100284	443107610	443114855	443122064	443129325	443136536	443143763	443151030
424747616	441734381	442885026	443034277	443041603	443048913	443056288	443063714	443071048	443078332	443085683	443092994	443100292	443107628	443114863	443122072	443129333	443136544	443143771	443151048
424747889	441735180	442885042	443034285	443041611	443048921	443056296	443063722	443071055	443078340	443085691	443093000	443100300	443107636	443114871	443122080	443129341	443136551	443143789	443151055
424749273	441742095	442885257	443034293	443041629	443048939	443056304	443063730	443071063	443078357	443085709	443093018	443100318	443107644	443114889	443122098	443129358	443136569	443143797	443151063
424749489	441749124	442885315	443034301	443041637	443048947	443056312	443063755	443071071	443078365	443085717	443093026	443100326	443107651	443114897	443122106	443129366	443136577	443143805	443151071
424749760	441765856	442890414	443034319	443041645	443048954	443056320	443063763	443071089	443078373	443085725	443093034	443100334	443107669	443114905	443122114	443129374	443136585	443143813	443151089
424749786	441773702	442890547	443034327	443041652	443048962	443056338	443063771	443071097	443078381	443085733	443093042	443100359	443107677	443114913	443122122	443129382	443136593	443143821	443151097
424750297	441775392	442890653	443034335	443041660	443048970	443056346	443063789	443071105	443078399	443085741	443093067	443100367	443107685	443114921	443122130	443129390	443136601	443143839	443151105
424752236	441777166	442890703	443034343	443041678	443048988	443056353	443063797	443071113	443078407	443085758	443093075	443100375	443107693	443114939	443122148	443129408	443136619	443143847	443151113
424753101	441777976	442891289	443034350	443041686	443048996	443056361	443063805	443071121	443078415	443085766	443093083	443100383	443107701	443114947	443122155	443129416	443136627	443143854	443151121
424753895	441785060	442893426	443034368	443041694	443049002	443056379	443063813	443071139	443078423	443085774	443093091	443100391	443107719	443114954	443122163	443129424	443136635	443143862	443151139
424755668	441798477	442898185	443034376	443041702	443049010	443056387	443063821	443071147	443078431	443085782	443093109	443100409	443107727	443114962	443122171	443129432	443136643	443143870	443151147
424756047	441801495	442898383	443034384	443041710	443049028	443056395	443063839	443071154	443078449	443085790	443093117	443100417	443107735	443114970	443122189	443129440	443136650	443143888	443151154
424757672	441808805	442899076	443034392	443041728	443049036	443056403	443063847	443071162	443078456	443085808	443093125	443100425	443107743	443114988	443122197	443129457	443136668	443143896	443151162

2010-A Final Cut Legal Schedule of Receivables

Sch-A-9

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424757698	441810512	442900593	443034400	443041736	443049044	443056411	443063854	443071170	443078464	443085816	443093133	443100441	443107750	443114996	443122205	443129465	443136676	443143904	443151170
424757854	441813409	442900999	443034418	443041744	443049051	443056429	443063862	443071188	443078472	443085824	443093141	443100458	443107768	443115001	443122213	443129473	443136684	443143912	443151188
424759561	441815156	442901948	443034426	443041751	443049069	443056437	443063870	443071196	443078480	443085832	443093158	443100466	443107776	443115019	443122221	443129481	443136692	443143920	443151196
424761625	441818283	442902276	443034434	443041769	443049077	443056445	443063888	443071204	443078498	443085840	443093166	443100474	443107784	443115027	443122239	443129499	443136700	443143946	443151204
424763076	441819083	442902599	443034442	443041777	443049085	443056452	443063896	443071212	443078506	443085857	443093174	443100482	443107792	443115035	443122247	443129507	443136718	443143953	443151212
424764439	441822061	442907135	443034459	443041785	443049093	443056460	443063904	443071220	443078514	443085865	443093182	443100490	443107800	443115043	443122254	443129515	443136726	443143961	443151220
424764959	441830981	442907671	443034467	443041793	443049101	443056478	443063912	443071238	443078522	443085873	443093190	443100508	443107818	443115050	443122262	443129523	443136734	443143979	443151238
424765436	441831484	442907812	443034475	443041801	443049119	443056486	443063920	443071246	443078530	443085881	443093208	443100516	443107826	443115068	443122270	443129531	443136742	443143987	443151246
424768141	441831757	442908851	443034483	443041819	443049127	443056494	443063938	443071253	443078548	443085899	443093216	443100524	443107834	443115076	443122288	443129549	443136759	443143995	443151253
424768232	441838943	442911889	443034491	443041835	443049135	443056502	443063946	443071261	443078555	443085907	443093224	443100532	443107842	443115084	443122296	443129556	443136767	443144001	443151261
424771848	441839610	442912440	443034509	443041843	443049143	443056510	443063953	443071279	443078563	443085915	443093232	443100540	443107859	443115092	443122304	443129564	443136775	443144019	443151279
424772770	441840089	442912507	443034517	443041850	443049150	443056528	443063961	443071287	443078571	443085923	443093257	443100557	443107867	443115100	443122312	443129572	443136783	443144027	443151287
424772929	441840493	442914586	443034525	443041868	443049168	443056536	443063979	443071295	443078589	443085931	443093265	443100565	443107875	443115118	443122320	443129598	443136791	443144035	443151295
424773778	441844453	442917399	443034533	443041876	443049176	443056544	443063987	443071303	443078597	443085949	443093273	443100573	443107883	443115126	443122338	443129606	443136809	443144043	443151303
424776789	441845385	442917993	443034541	443041884	443049184	443056551	443063995	443071311	443078605	443085956	443093281	443100581	443107891	443115134	443122346	443129614	443136817	443144050	443151311
424777092	441858743	442918629	443034558	443041892	443049192	443056569	443064001	443071329	443078613	443085964	443093299	443100599	443107909	443115142	443122353	443129622	443136825	443144068	443151329
424777621	441865532	442919007	443034566	443041900	443049218	443056577	443064019	443071337	443078621	443085972	443093307	443100607	443107917	443115159	443122361	443129630	443136833	443144076	443151337
424777860	441865946	442921045	443034574	443041918	443049226	443056585	443064035	443071345	443078639	443085980	443093315	443100615	443107925	443115167	443122379	443129648	443136841	443144084	443151345
424778405	441867595	442922100	443034582	443041926	443049234	443056593	443064043	443071352	443078647	443085998	443093323	443100623	443107933	443115175	443122387	443129655	443136858	443144092	443151352
424778462	441877370	442922720	443034590	443041934	443049242	443056601	443064050	443071360	443078654	443086004	443093331	443100631	443107941	443115183	443122395	443129663	443136866	443144100	443151360
424778934	441882057	442923025	443034608	443041942	443049259	443056619	443064068	443071378	443078662	443086012	443093349	443100649	443107958	443115191	443122403	443129671	443136874	443144118	443151378
424779239	441884160	442925277	443034616	443041959	443049267	443056627	443064076	443071386	443078670	443086020	443093356	443100656	443107966	443115209	443122411	443129689	443136882	443144126	443151386
424781706	441887601	442926275	443034624	443041967	443049275	443056635	443064084	443071402	443078688	443086038	443093364	443100664	443107974	443115217	443122429	443129697	443136890	443144134	443151394
424782597	441888286	442926531	443034632	443041975	443049283	443056643	443064092	443071410	443078696	443086046	443093372	443100672	443107982	443115225	443122437	443129705	443136908	443144142	443151402
424782639	441889094	442927984	443034640	443041983	443049291	443056650	443064100	443071428	443078704	443086053	443093380	443100680	443107990	443115233	443122445	443129713	443136916	443144159	443151410
424783439	441895018	442928057	443034657	443041991	443049309	443056668	443064118	443071436	443078712	443086061	443093398	443100698	443108006	443115241	443122452	443129721	443136924	443144175	443151428
424784072	441896248	442930582	443034665	443042007	443049317	443056676	443064126	443071444	443078720	443086079	443093406	443100706	443108014	443115258	443122460	443129739	443136932	443144183	443151436
424784841	441896859	442931838	443034673	443042015	443049325	443056684	443064134	443071451	443078738	443086087	443093414	443100714	443108022	443115266	443122478	443129747	443136940	443144191	443151444
424785525	441897477	442933164	443034681	443042023	443049333	443056692	443064142	443071469	443078746	443086095	443093422	443100722	443108030	443115274	443122486	443129754	443136957	443144209	443151451
424785640	441907607	442934782	443034715	443042031	443049341	443056700	443064159	443071477	443078753	443086103	443093430	443100730	443108048	443115282	443122494	443129762	443136965	443144217	443151469
424786911	441913860	442934873	443034723	443042049	443049358	443056718	443064167	443071485	443078761	443086111	443093448	443100748	443108055	443115290	443122502	443129770	443136973	443144225	443151477
424786952	441914199	442935714	443034731	443042056	443049366	443056726	443064175	443071493	443078779	443086129	443093455	443100755	443108063	443115308	443122510	443129788	443136981	443144233	443151485
424787539	441921772	442936886	443034749	443042064	443049374	443056734	443064183	443071501	443078787	443086137	443093463	443100763	443108071	443115316	443122528	443129796	443136999	443144241	443151493
424788487	441922978	442940284	443034756	443042072	443049382	443056742	443064191	443071519	443078795	443086145	443093471	443100771	443108089	443115324	443122536	443129804	443137005	443144258	443151501
424790111	441925658	442941381	443034764	443042080	443049390	443056759	443064209	443071527	443078811	443086152	443093489	443100789	443108097	443115332	443122544	443129812	443137013	443144266	443151519
424793164	441929056	442942447	443034772	443042098	443049424	443056767	443064217	443071535	443078829	443086160	443093497	443100797	443108105	443115340	443122551	443129820	443137021	443144274	443151527
424793503	441930922	442948840	443034780	443042106	443049432	443056775	443064225	443071543	443078837	443086178	443093505	443100805	443108113	443115357	443122569	443129838	443137039	443144282	443151535
424793610	441949583	442950010	443034798	443042114	443049440	443056783	443064233	443071550	443078845	443086186	443093513	443100813	443108121	443115365	443122577	443129846	443137047	443144290	443151543
424793776	441952322	442951091	443034806	443042122	443049457	443056791	443064241	443071568	443078852	443086194	443093521	443100821	443108139	443115373	443122585	443129853	443137054	443144308	443151550
424794428	441953809	442951885	443034814	443042130	443049465	443056817	443064258	443071576	443078860	443086202	443093539	443100839	443108147	443115381	443122593	443129861	443137062	443144316	443151568
424795912	441964889	442952446	443034822	443042148	443049473	443056825	443064266	443071584	443078878	443086210	443093547	443100847	443108154	443115399	443122601	443129879	443137070	443144324	443151576
424796670	441968815	442953816	443034830	443042155	443049481	443056833	443064274	443071592	443078886	443086228	443093554	443100854	443108162	443115407	443122619	443129887	443137088	443144332	443151584
424797975	441969987	442955654	443034848	443042163	443049499	443056841	443064282	443071600	443078902	443086236	443093562	443100862	443108170	443115415	443122627	443129895	443137096	443144340	443151592
424798965	441970811	442955738	443034855	443042171	443049507	443056858	443064290	443071618	443078910	443086244	443093570	443100870	443108188	443115423	443122635	443129903	443137104	443144357	443151600
424799567	441973153	442957643	443034863	443042189	443049515	443056866	443064316	443071626	443078928	443086251	443093588	443100888	443108196	443115431	443122643	443129911	443137112	443144365	443151618
424800761	441980513	442959870	443034871	443042197	443049523	443056874	443064324	443071634	443078936	443086269	443093596	443100896	443108204	443115449	443122650	443129929	443137120	443144373	443151626
424801611	441982766	442960183	443034889	443042205	443049531	443056882	443064332	443071642	443078944	443086277	443093604	443100904	443108212	443115456	443122668	443129937	443137138	443144381	443151733
424802528	441995339	442966917	443034897	443042213	443049549	443056890	443064340	443071659	443078951	443086285	443093612	443100912	443108220	443115464	443122676	443129945	443137146	443144399	443151741
424803682	441999018	442971297	443034905	443042221	443049556	443056908	443064357	443071667	443078969	443086293	443093620	443100920	443108238	443115472	443122692	443129952	443137153	443144407	443151782
424805943	442006763	442972113	443034913	443042239	443049564	443056916	443064365	443071675	443078977	443086301	443093638	443100938	443108246	443115480	443122700	443129960	443137161	443144415	443151832
424806081	442012522	442976775	443034921	443042247	443049572	443056924	443064373	443071683	443078993	443086319	443093646	443100946	443108253	443115498	443122718	443129978	443137179	443144423	443152103
424806362	442018230	442980868	443034939	443042254	443049580	443056932	443064381	443071691	443079009	443086327	443093653	443100953	443108261	443115506	443122726	443129986	443137187	443144431	443152277
424807394	442019881	442982872	443034947	443042262	443049598	443056940	443064399	443071709	443079017	443086335	443093661	443100961	443108279	443115514	443122742	443129994	443137195	443144449	443152418
424807550	442026522	442991170	443034954	443042270	443049614	443056957	443064407	443071717	443079025	443086343	443093679	443100979	443108287	443115522	443122759	443130000	443137203	443144456	443152681
424807865	442039061	442994364	443034962	443042288	443049622	443056965	443064415	443071725	443079041	443086350	443093687	443100987	443108295	443115530	443122767	443130018	443137211	443144464	443152707
424809010	442043972	442996567	443034970	443042296	443049630	443056973	443064423	443071733	443079058	443086368	443093695	443100995	443108303	443115548	443122775	443130026	443137229	443144472	443152848
424809580	442048492	443011374	443034988	443042304	443049648	443056981	443064431	443071741	443079066	443086376	443093703	443101001	443108311	443115555	443122783	443130034	443137237	443144480	443152855
424810158	442048922	443016779	443034996	443042312	443049655	443056999	443064449	443071758	443079074	443086384	443093711	443101019	443108329	443115563	443122791	443130042	443137245	443144498	443152939
424811362	442050886	443022025	443035001	443042320	443049663	443057005	443064456	443071766	443079082	443086392	443093729	443101027	443108337	443115571	443122809	443130059	443137252	443144506	443152947
424811370	442051058	443026463	443035019	443042338	443049671	443057021	443064464	443071774	443079108	443086400	443093737	443101035	443108345	443115589	443122817	443130067	443137260	443144514	443153036
424813392	442052858	443026471	443035027	443042346	443049689	443057039	443064472	443071782	443079116	443086418	443093745	443101043	443108352	443115597	443122825	443130075	443137278	443144522	443153085
424815157	442053229	443026497	443035035	443042353	443049697	443057047	443064480	443071790	443079124	443086426	443093752	443101050	443108360	443115605	443122833	443130083	443137286	443144530	443153234
424815793	442063327	443026505	443035043	443042361	443049705	443057054	443064498	443071808	443079132	443086434	443093760	443101068	443108378	443115613	443122841	443130091	443137294	443144548	443153309
424815843	442069506	443026513	443035050	443042379	443049713	443057062	443064506	443071816	443079140	443086442	443093778	443101076	443108386	443115621	443122858	443130109	443137302	443144555	443153341
424817773	442083176	443026521	443035068	443042387	443049721	443057070	443064514	443071824	443079157	443086459	443093786	443101084	443108394	443115639	443122866	443130117	443137310	443144563	443153358
424818102	442102935	443026562	443035076	443042395	443049739	443057096	443064522	443071832	443079165	443086467	443093794	443101092	443108402	443115647	443122874	443130125	443137328	443144589	443153366
424818250	442103669	443026570	443035084	443042403	443049747	443057104	443064530	443071840	443079173	443086475	443093802	443101100	443108410	443115654	443122882	443130133	443137336	443144597	443153382
424818540	442109278	443026588	443035092	443042411	443049754	443057112	443064548	443071857	443079181	443086483	443093810	443101118	443108428	443115662	443122890	443130141	443137344	443144605	443153440
424818573	442111415	443026596	443035100	443042429	443049762	443057120	443064555	443071865	443079199	443086491	443093828	443101126	443108436	443115670	443122908	443130158	443137351	443144613	443153457
424819571	442118196	443026604	443035118	443042437	443049770	443057138	443064563	443071873	443079207	443086509	443093836	443101134	443108444	443115688	443122916	443130166	443137369	443144621	443153499
424822773	442120309	443026612	443035126	443042445	443049788	443057146	443064571	443071881	443079215	443086517	443093851	443101142	443108451	443115696	443122924	443130174	443137377	443144639	443153523
424822864	442129268	443026620	443035134	443042452	443049796	443057153	443064589	443071899	443079223	443086525	443093869	443101159	443108469	443115704	443122932	443130182	443137385	443144647	443153556
424823110	442145496	443026646	443035142	443042460	443049804	443057161	443064597	443071907	443079231	443086533	443093877	443101167	443108477	443115712	443122940	443130190	443137393	443144654	443153580

2010-A Final Cut Legal Schedule of Receivables

Sch-A-10

UCC-12010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424823532	442154423	443026653	443035159	443042478	443049812	443057179	443064605	443071915	443079249	443086541	443093885	443101175	443108485	443115720	443122957	443130208	443137419	443144662	443153622
424823862	442156345	443026661	443035167	443042486	443049820	443057187	443064613	443071923	443079256	443086558	443093893	443101183	443108493	443115738	443122965	443130216	443137427	443144670	443153697
424824910	442156766	443026679	443035175	443042494	443049838	443057195	443064621	443071931	443079264	443086566	443093901	443101191	443108501	443115746	443122973	443130224	443137435	443144688	443153796
424825115	442156873	443026695	443035183	443042502	443049846	443057203	443064639	443071956	443079272	443086574	443093919	443101209	443108519	443115753	443122981	443130232	443137443	443144696	443153861
424829406	442159745	443026703	443035191	443042510	443049853	443057211	443064647	443071964	443079280	443086582	443093927	443101225	443108527	443115761	443122999	443130240	443137450	443144704	443153895
424831535	442160859	443026737	443035209	443042528	443049861	443057229	443064654	443071972	443079298	443086590	443093935	443101233	443108535	443115779	443123005	443130257	443137468	443144712	443153937
424834240	442161592	443026752	443035217	443042536	443049879	443057237	443064662	443071980	443079306	443086608	443093943	443101241	443108543	443115787	443123013	443130265	443137476	443144720	443153945
424834919	442163168	443026760	443035225	443042544	443049887	443057245	443064670	443071998	443079314	443086616	443093950	443101258	443108550	443115795	443123021	443130273	443137484	443144738	443153960
424836047	442165122	443026794	443035233	443042551	443049895	443057252	443064688	443072004	443079322	443086624	443093968	443101266	443108568	443115803	443123039	443130281	443137492	443144746	443154026
424836112	442168449	443026802	443035241	443042569	443049903	443057260	443064696	443072012	443079330	443086632	443093976	443101274	443108576	443115811	443123047	443130299	443137500	443144753	443154109
424836294	442168811	443026810	443035258	443042577	443049911	443057278	443064704	443072020	443079348	443086640	443093984	443101282	443108584	443115829	443123054	443130307	443137518	443144761	443154182
424836518	442168845	443026836	443035266	443042585	443049937	443057286	443064712	443072038	443079355	443086657	443093992	443101290	443108600	443115837	443123062	443130315	443137526	443144779	443154190
424837193	442170437	443026844	443035274	443042593	443049945	443057294	443064720	443072046	443079363	443086665	443094008	443101308	443108618	443115845	443123070	443130323	443137534	443144787	443154380
424837755	442172573	443026851	443035282	443042601	443049952	443057302	443064738	443072053	443079371	443086673	443094016	443101316	443108626	443115852	443123088	443130331	443137542	443144795	443154489
424839306	442173225	443026869	443035290	443042619	443049960	443057310	443064746	443072061	443079389	443086681	443094024	443101324	443108634	443115860	443123096	443130349	443137559	443144803	443154539
424840452	442175691	443026901	443035308	443042627	443049978	443057328	443064753	443072079	443079397	443086699	443094032	443101332	443108642	443115878	443123104	443130356	443137567	443144811	443154596
424840809	442176368	443026927	443035316	443042635	443049986	443057336	443064761	443072087	443079405	443086707	443094040	443101340	443108659	443115886	443123112	443130364	443137575	443144829	443154687
424841500	442176749	443026935	443035324	443042643	443049994	443057344	443064779	443072095	443079413	443086715	443094057	443101357	443108667	443115894	443123120	443130372	443137583	443144837	443154752
424843373	442176772	443026943	443035332	443042650	443050000	443057351	443064787	443072103	443079421	443086723	443094065	443101365	443108675	443115902	443123138	443130380	443137591	443144845	443154828
424843514	442176897	443026950	443035340	443042668	443050018	443057369	443064795	443072111	443079439	443086731	443094073	443101373	443108683	443115910	443123146	443130398	443137609	443144852	443154943
424844751	442179255	443026976	443035357	443042676	443050026	443057377	443064803	443072129	443079447	443086749	443094081	443101381	443108691	443115928	443123153	443130406	443137617	443144860	443155205
424845857	442180808	443026984	443035365	443042684	443050034	443057385	443064811	443072137	443079454	443086756	443094099	443101399	443108709	443115936	443123161	443130414	443137625	443144878	443155262
424846954	442184388	443026992	443035373	443042692	443050042	443057393	443064829	443072145	443079462	443086764	443094107	443101407	443108717	443115944	443123179	443130422	443137633	443144886	443155296
424847903	442184644	443027016	443035381	443042700	443050059	443057401	443064837	443072152	443079470	443086772	443094115	443101415	443108725	443115951	443123187	443130430	443137641	443144894	443155353
424850915	442184768	443027024	443035399	443042718	443050067	443057419	443064845	443072160	443079488	443086780	443094123	443101423	443108733	443115969	443123195	443130448	443137658	443144902	443155452
424852937	442184800	443027032	443035407	443042726	443050075	443057427	443064852	443072178	443079496	443086798	443094131	443101431	443108741	443115985	443123203	443130455	443137666	443144910	443155460
424853513	442186235	443027040	443035415	443042734	443050083	443057435	443064860	443072186	443079504	443086806	443094149	443101449	443108758	443115993	443123229	443130463	443137674	443144928	443155494
424853695	442186862	443027057	443035423	443042742	443050091	443057443	443064878	443072194	443079512	443086814	443094156	443101456	443108766	443116009	443123237	443130471	443137682	443144936	443155676
424853950	442186920	443027065	443035431	443042759	443050109	443057450	443064886	443072202	443079520	443086822	443094164	443101464	443108774	443116017	443123245	443130489	443137690	443144944
424855625	442187555	443027073	443035449	443042767	443050117	443057468	443064894	443072210	443079538	443086830	443094172	443101472	443108782	443116025	443123252	443130497	443137708	443144951
424856201	442189528	443027099	443035456	443042775	443050133	443057476	443064902	443072228	443079546	443086848	443094180	443101480	443108790	443116033	443123260	443130505	443137716	443144969
424857084	442189585	443027107	443035464	443042783	443050141	443057484	443064910	443072236	443079553	443086855	443094198	443101498	443108808	443116041	443123278	443130513	443137724	443144977
424857407	442190039	443027115	443035472	443042791	443050158	443057492	443064928	443072244	443079561	443086863	443094206	443101506	443108816	443116058	443123286	443130521	443137732	443144985
424858652	442192597	443027156	443035480	443042809	443050166	443057500	443064936	443072251	443079579	443086871	443094214	443101514	443108824	443116066	443123294	443130539	443137740	443144993
424861060	442192746	443027164	443035498	443042817	443050174	443057518	443064944	443072269	443079587	443086889	443094222	443101522	443108832	443116074	443123302	443130547	443137757	443145008
424862506	442194296	443027172	443035506	443042825	443050182	443057526	443064951	443072277	443079595	443086897	443094230	443101530	443108840	443116082	443123310	443130554	443137765	443145016
424863884	442194361	443027180	443035514	443042833	443050190	443057534	443064969	443072285	443079603	443086905	443094248	443101548	443108857	443116090	443123328	443130562	443137773	443145024
424864064	442195574	443027198	443035522	443042841	443050208	443057542	443064977	443072293	443079611	443086913	443094255	443101555	443108865	443116108	443123336	443130570	443137781	443145032
424866721	442199568	443027206	443035530	443042858	443050216	443057559	443064985	443072301	443079629	443086921	443094263	443101563	443108873	443116116	443123344	443130588	443137799	443145040
424867000	442199758	443027248	443035548	443042866	443050224	443057567	443064993	443072319	443079637	443086939	443094271	443101571	443108881	443116124	443123351	443130596	443137807	443145057
424867059	442202800	443027255	443035555	443042874	443050232	443057575	443065008	443072327	443079645	443086947	443094289	443101589	443108899	443116132	443123369	443130604	443137815	443145065
424867471	442203683	443027263	443035563	443042882	443050240	443057583	443065016	443072335	443079652	443086954	443094297	443101597	443108907	443116140	443123377	443130612	443137823	443145073
424868008	442206256	443027271	443035571	443042890	443050257	443057591	443065024	443072343	443079660	443086962	443094305	443101605	443108923	443116157	443123385	443130620	443137831	443145081
424869436	442207965	443027289	443035589	443042908	443050265	443057609	443065032	443072350	443079678	443086970	443094313	443101613	443108931	443116165	443123393	443130638	443137849	443145099
424869725	442208252	443027297	443035597	443042916	443050273	443057617	443065040	443072368	443079694	443086988	443094321	443101621	443108949	443116173	443123401	443130646	443137856	443145107
424870111	442208898	443027321	443035605	443042924	443050281	443057625	443065065	443072376	443079702	443086996	443094339	443101639	443108956	443116181	443123419	443130653	443137864	443145115
424870210	442210167	443027339	443035613	443042932	443050299	443057633	443065073	443072384	443079710	443087002	443094347	443101647	443108964	443116199	443123427	443130661	443137872	443145123
424870285	442211496	443027347	443035621	443042940	443050307	443057641	443065081	443072392	443079728	443087010	443094354	443101654	443108972	443116207	443123435	443130679	443137880	443145131
424870921	442212742	443027354	443035639	443042957	443050315	443057658	443065099	443072400	443079736	443087028	443094362	443101670	443108980	443116215	443123443	443130687	443137898	443145149
424871432	442213575	443027388	443035654	443042965	443050331	443057666	443065107	443072418	443079744	443087036	443094370	443101688	443108998	443116223	443123450	443130695	443137906	443145156
424872893	442213864	443027396	443035662	443042973	443050349	443057674	443065115	443072426	443079751	443087044	443094388	443101696	443109004	443116231	443123468	443130703	443137914	443145164
424873966	442214219	443027404	443035670	443042981	443050356	443057682	443065123	443072434	443079769	443087051	443094396	443101704	443109012	443116249	443123476	443130711	443137922	443145172
424874352	442214268	443027412	443035688	443042999	443050364	443057690	443065131	443072442	443079777	443087069	443094404	443101712	443109020	443116256	443123484	443130729	443137930	443145180
424874998	442215034	443027420	443035696	443043005	443050372	443057708	443065149	443072459	443079785	443087077	443094412	443101720	443109038	443116264	443123492	443130737	443137948	443145206
424875482	442219929	443027438	443035704	443043013	443050380	443057716	443065156	443072467	443079793	443087085	443094420	443101746	443109046	443116272	443123500	443130745	443137955	443145214
424876183	442221586	443027446	443035712	443043021	443050398	443057724	443065164	443072475	443079801	443087093	443094438	443101753	443109053	443116280	443123518	443130752	443137963	443145222
424876209	442221776	443027453	443035720	443043039	443050406	443057732	443065172	443072483	443079819	443087101	443094446	443101761	443109079	443116298	443123526	443130760	443137971	443145230
424876258	442222758	443027461	443035738	443043047	443050414	443057740	443065180	443072491	443079827	443087119	443094453	443101779	443109087	443116306	443123534	443130778	443137989	443145248

2010-A Final Cut Legal Schedule of Receivables

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SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

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

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

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

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

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

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

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

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

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

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

11. Adverse Selection. No selection procedures adverse to the Noteholders or the Insurer were utilized in selecting the Receivables from those receivables owned by the Seller which met the selection criteria set forth in clauses (A) through (O) of number 30 of this Schedule B.

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

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

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

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

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

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

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

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

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

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

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any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or Third-Party Lender Assignments or to payments due under such Receivables.

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

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

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

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

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

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

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

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

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

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

30. Certain Characteristics of the Receivables.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

32. Lockbox Account. Each Obligor has been, or will be, directed to make all payments on their related Receivable to the post office box established by the Lockbox Processor pursuant to the Lockbox Processing Agreement for deposit into the Lockbox Account.

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

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

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

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

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

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

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SCHEDULE C

SERVICING POLICIES AND PROCEDURES

Note: Applicable Time Periods Will Vary by State

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

The Collection Process

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

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

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

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

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

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

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

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

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

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

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Repossessions

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

A. Proper authorities are notified (if applicable).

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

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

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

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

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

Use of Due Date Changes

Due dates may be changed subject to the following conditions:

A. The account is contractually current or will be brought current with the due date change.

B. Due date changes cannot exceed the total of 30 days over the life of the contract.

C. The first installment payment has been paid in full.

D. Only one due date change in a twelve month period.

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

Use of Payment Deferments

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

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

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

C. A deferment fee is collected on all transactions.

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

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

Charge-Offs

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

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

Deficiency Collections

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

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EXHIBIT A

SERVICER’S CERTIFICATE

Ex-A-1

AmeriCredit Automobile Receivables Trust 2010-A

Class A-1 0.31327% Asset Backed Notes

Class A-2 1.46% Asset Backed Notes

Class A-3 3.51% Asset Backed Notes

Servicer’s Certificate

This Servicer’s Certificate has been prepared pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2010-A, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, N.A., as Trust Collateral Agent and Backup Servicer, dated as of March 25, 2010. Defined terms have the meanings assigned to them in the Sale and Servicing Agreement or in other Transaction Documents.

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

Monthly Period Beginning:

Monthly Period Ending:

Prev. Distribution/Close Date:

Distribution Date:

Days of Interest for Period:

Days in Collection Period:

Seasoning/Months Since Closing:

I.	MONTHLY PERIOD NOTE BALANCE CALCULATION:		Class A-1	Class A-2	Class A-3	TOTAL
{1}	Original Note Balance	{1}
{2}	Preliminary End of period Note Balance	{2}
{3}	Deficiency Amount	{3}
{4}	End of period Note Balance	{4}
{5}	Note Pool Factors {4} / {1}	{5}

II.	RECONCILIATION OF SPREAD ACCOUNT:
{6}	Preliminary End of period Spread Account balance	{6}
{7}	Spread Account Claim Amount from preliminary certificate	{7}
{8}	End of period Spread Account balance	{8}

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

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

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

VI.        PERFORMANCE TESTS:

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

By:                    

Name:               

Title:                 

Date:                 

EXHIBIT B

PRELIMINARY SERVICER’S CERTIFICATE

Ex-B-1

AmeriCredit Automobile Receivables Trust 2010-A

Class A-1 0.31327% Asset Backed Notes

Class A-2 1.46% Asset Backed Notes

Class A-3 3.51% Asset Backed Notes

Preliminary Servicer’s Certificate

This Servicer’s Certificate has been prepared pursuant to Section 4.9 of the Sale and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2010-A, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank, N.A., as Trust Collateral Agent and Backup Servicer, dated as of March 25, 2010. Defined terms have the meanings assigned to them in the Sale and Servicing Agreement or in other Transaction Documents.

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

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

I.	MONTHLY PERIOD RECEIVABLES PRINCIPAL BALANCE CALCULATION:
{1}	Beginning of period Aggregate Principal Balance					{1}
{2}	Purchase of Subsequent Receivables					{2}
	Monthly Principal Amounts
	{3}    Collections on Receivables outstanding at end of period				{3}
	{4}    Collections on Receivables paid off during period				{4}
	{5}    Receivables becoming Liquidated Receivables during period				{5}
	{6}    Receivables becoming Purchased Receivables during period				{6}
	{7}    Other Receivables adjustments				{7}
	{8}    Less amounts allocable to Interest				{8}
	{9}    Total Monthly Principal Amounts					{9}
{10}	End of period Aggregate Principal Balance					{10}
{11}	Pool Factor ( {10} / Original Pool Balance)					{11}
II.	MONTHLY PERIOD NOTE BALANCE CALCULATION:		Class A-1	Class A-2	Class A-3	TOTAL
{12}	Original Note Balance	{12}
{13}	Beginning of period Note Balance	{13}
{14}	Noteholders’ Principal Distributable Amount	{14}
{15}	Noteholders’ Accelerated Principal Amount	{15}
{16}	Accelerated Payment Amount Shortfall	{16}
{17}	Deficiency Claim Amount	{17}
{18}	End of period Note Balance	{18}
{19}	Note Pool Factors ( {18} / {12} )	{19}

III.	RECONCILIATION OF PRE-FUNDING ACCOUNT:
{20}	Beginning of period Pre-Funding Account balance	{20}
{21}	Purchase of Subsequent Receivables	{21}
{22}	Investment Earnings	{22}
{23}	Investment Earnings Transfer to Collections Account	{23}
{24}	Payment of Mandatory Prepayment Amount	{24}
{25}	Total Month Activity	{25}
{26}	End of period Pre-Funding Account balance	{26}
IV.	OVERCOLLATERALIZATION AMOUNT CALCULATION
{27}	Current Distribution Date Before September 2011?
{28}	If {27} is Yes, then Overcollateralization Amount 23%
{29}	If {27} is No, then refer to the following table

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

{30}	Overcollateralization Amount per Table if applicable
{31}	Overcollateralization Amount

V.	CALCULATION OF PRINCIPAL DISTRIBUTABLE AMOUNT
{32}	Total Monthly Principal Amounts	{32}
{33}	Required Pro-forma Note Balance (the product of 100%-Overcollateralization Amount {32} and the Aggregate Principal Balance {10})	{33}
{34}	Pro Forma Note Balance ({13} - {9})	{34}
{35}	Step-down Amount ( {33} - {34} )	{35}
{36}	Principal Distributable Amount ( {32} - {35} )	{36}
VI.	RECONCILIATION OF CAPITALIZED INTEREST ACCOUNT:
{37}	Beginning of period Capitalized Interest Account balance	{37}
{38}	Monthly Capitalized Interest Amount	{38}
{39}	Investment Earnings	{39}
{40}	Investment Earnings Transfer to Collections Account	{40}
{41}	Payment of Overfunded Capitalized Interest Amount	{41}
{42}	Payment of Remaining Capitalized Interest Account	{42}
{43}	Total Month Activity	{43}
{44}	End of period Capitalized Interest Account balance	{44}
VII.	RECONCILIATION OF COLLECTION ACCOUNT:
	Available Funds:
	{45}    Collections on Receivables during period (net of Liquidation Proceeds and Fees)	{45}
	{46}    Liquidation Proceeds collected during period	{46}
	{47}    Purchase Amounts deposited in Collection Account	{47}
	{48}    Investment Earnings - Collection Account	{48}
	{49}    Investment Earnings - Transfer From Spread Account	{49}
	{50}    Investment Earnings - Transfer From Prefunding Account	{50}
	{51}    Investment Earnings - Transfer From Capitalized Interest Account	{51}
	{52}    Collection of Supplemental Servicing - Extension Fees	{52}
	{53}    Collection of Supplemental Servicing - Repo and Recovery Fees Advanced	{53}
	{54}     Late Fees & Prepayment Penalty Fees - to Servicer	{54}
	{55}    Monthly Capitalized Interest Amount	{55}
	{56}    Mandatory Note Prepayment Amount	{56}
	{57}    Deficency Claim	{57}
	{58}    Total Available Funds	{58}
	Distributions:
	{59}    Base Servicing Fee - to Servicer	{59}
	{60}    Repo and Recovery Fees - reimbursed to Servicer	{60}
	{61}    Bank Service Charges - reimbursed to Servicer	{61}
	{62}    Late Fees & Prepayment Penalty Fees - to Servicer	{62}
	{63}    Trustee Administrative Fees and Backup Servicing Fees	{63}

Noteholders’ Interest Distributable Amount
	Class	Beginning Note Balance	Interest Carryover	Interest Rate		Days	Days Basis	Calculated Interest
{64}	Class A-1			0.31327	%		Actual days/360		{64}
{65}	Class A-2			1.46000	%		30/360		{65}
{66}	Class A-3			3.51000	%		30/360		{66}
Noteholders’ Principal Distributable Amount
	Class	Principal Distributable	Principal Carryover	Excess Principal Due		Mandatory Note Prepayment	Total Principal
{67}	Class A-1								{67}
{68}	Class A-2								{68}
{69}	Class A-3								{69}

{70}	Security Insurer Premiums - to AGM	{70}
{71}	Total distributions	{71}
{72}	Excess Available Funds	{72}
{73}	Any Remaining Amounts owed to AGM under the Insurance Agreement	{73}
{74}	Deposit to Spread Account to Increase to Required Level	{74}
{75}	Noteholders’ Accelerated Principal Amount	{75}
{76}	Deposit to Spread Account	{76}

VlII.	CALCULATION OF ACCELERATED PRINCIPAL AMOUNT
{77}	Excess Available Funds After Amount to Increase Spread to Required Level ({72} - {73} - {74})	{77}
{78}	Pro-forma Note Balance ({13} - {9})	{78}
{79}	Required Pro-forma Note Balance (the product of 100%-OC Amount {31} and the Aggregate Principal Bal. {10})	{79}
{80}	Excess of Pro Forma Balance over Required Balance ({78} - {79})	{80}
{81}	Accelerated Principal Amount (lesser of {77} or {80})	{81}	_________
IX.	CALCULATION OF ACCELERATED PAYMENT AMOUNT SHORTFALL
{82}	Pro-forma Note Balance ({13} - {9})	{82}
{83}	Required Pro-forma Note Balance (the product of 100%-OC Amount {31} and the Aggregate Principal Bal. {10})	{83}
{84}	Excess of Pro Forma Balance over Required Balance ({82} - {83})	{84}
{85}	Excess Available Funds After Amount to Increase Spread to Required Level ({71} - {72})	{85}
{86}	Accelerated Payment Amount Shortfall ({84} - {85})	{86}	__________

X.	RECONCILIATION OF SPREAD ACCOUNT:
		Initial	Total
{87}	Initial or Subsequent Spread Account Deposits

{88}	Beginning of period Spread Account balance		{88}	__________
	Additions to Spread Account
	{89}    Deposits from Collections Account ({74} + {76})		{89}
	{90}    Investment Earnings	{90}
	{91}    Investment Earnings - transferred to Collection Account Available Funds	{91}
	{92}    Investment Earnings remaining		{92}
	{93}    Deposits Related to Subsequent Receivables Purchases or Amendment		{93}
	{94}    Deposit From Other AGM Series Spread Accounts		{94}
	{95}    Total Additions		{95}	__________
{96}	Spread Account balance available for withdrawals		{96}	__________
	Requisite Amount of Spread Account
	Floor Amount (Calculation Below) =
	{97} (Max of (1.) $100,000 or (2.) Lesser of Note Balance and 2.00% Original Pool Balance)		{97}
	{98} If Trigger Event exists then 2% of Original Pool Balance + 6% of the Aggregate Principal Balance		{98}
	{99} If an Insurance Agreement Event of Default exists then the Pool Balance		{99}
	{100}Requisite Amount of Spread Account		{100}	__________
	Withdrawals from Spread Account
	{101}    Priority First - Deficiency Claim Amount		{101}
	{102}    Priority Second - Accelerated Payment Amount Shortfall		{102}
	{103}        - Indmenity payments pro-rata owed by the Servicer to the Trustee, Lockbox Bank, Owner Trustee, Custodian, Backup Servicer, Collateral Agent, Trust Collateral Agent or other service provider.		{103}
	{104}        -Expenses associated with maintaining Security Interest in vehicles		{104}
	{105}        - Pro rata Total Enhancement Shortfall		{105}
	{106}        - to Certificateholder		{106}
	{107}    Total withdrawals		{107}	__________
{108}	End of period Spread Account balance		{108}	__________
XI.	CALCULATION OF OC LEVEL AND OC PERCENTAGE
	{109}    AggregatePrincipal Balance		{109}
	{110}    Endof period Note Balance		{110}
	{111}    Line{109} less line {110} (During Funding Period amount equal to zero)		{111}
	{112}    OC level {111} / {109}		{112}
	{113}    EndingSpread Balance as a percentage of Aggregate Principal Balance ({108}/{109})		{113}
	{114}    OC Percentage ({112} + {113})		{114}	__________

By:                                           

Name:                                      

Title:                                         

Date:                                         

EX-10.1

Exhibit 10.1

PURCHASE AGREEMENT

between

AFS SENSUB CORP.

Purchaser

and

AMERICREDIT FINANCIAL SERVICES, INC.

Seller

Dated as of March 25, 2010

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS	1
SECTION 1.1	General	1
SECTION 1.2	Specific Terms	1
SECTION 1.3	Usage of Terms	2
SECTION 1.4	[Reserved]	2
SECTION 1.5	No Recourse	2
SECTION 1.6	Action by or Consent of Noteholders and Certificateholder	3
SECTION 1.7	Material Adverse Effect	3
ARTICLE II.	CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY	3
SECTION 2.1	Conveyance of the Receivables and the Other Conveyed Property	3
ARTICLE III.	REPRESENTATIONS AND WARRANTIES	4
SECTION 3.1	Representations and Warranties of Seller	4
SECTION 3.2	Representations and Warranties of Purchaser	6
ARTICLE IV.	COVENANTS OF SELLER	8
SECTION 4.1	Protection of Title of Purchaser	8
SECTION 4.2	Other Liens or Interests	9
SECTION 4.3	Costs and Expenses	10
SECTION 4.4	Indemnification	10
ARTICLE V.	REPURCHASES	12
SECTION 5.1	Repurchase of Receivables Upon Breach of Warranty	12
SECTION 5.2	Reassignment of Purchased Receivables	12
SECTION 5.3	Waivers	13
ARTICLE VI.	MISCELLANEOUS	13
SECTION 6.1	Liability of Seller	13
SECTION 6.2	Merger or Consolidation of Seller or Purchaser	13
SECTION 6.3	Limitation on Liability of Seller and Others	14
SECTION 6.4	Seller May Own Notes or the Certificate	14
SECTION 6.5	Amendment	14
SECTION 6.6	Notices	15
SECTION 6.7	Merger and Integration	15
SECTION 6.8	Severability of Provisions	15
SECTION 6.9	Intention of the Parties	16
SECTION 6.10	Governing Law	16
SECTION 6.11	Counterparts	16

SECTION 6.12	Conveyance of the Receivables and the Other Conveyed Property to the Issuer	17
SECTION 6.13	Nonpetition Covenant	17
SECTION 6.14	Benefits of Purchase Agreement	17

SCHEDULES

Schedule A — Schedule of Receivables

Schedule B — Representations and Warranties from the Seller as to the Receivables

ii

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of March 25, 2010, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

W I T N E S S E T H :

WHEREAS, Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this Agreement, is transferring to Purchaser the Receivables and Other Conveyed Property.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is acknowledged, Purchaser and the Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1 General. The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and Servicing Agreement dated as of March 25, 2010, by and among AFS SenSub Corp. (as Seller), AmeriCredit Financial Services, Inc. (in its individual capacity and as Servicer), AmeriCredit Automobile Receivables Trust 2010-A (as Issuer), Wells Fargo Bank, National Association (as Backup Servicer and Trust Collateral Agent).

SECTION 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Agreement” shall mean this Purchase Agreement and all amendments hereof and supplements hereto.

“Closing Date” means March 31, 2010.

“Issuer” means AmeriCredit Automobile Receivables Trust 2010-A.

“Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to Section 2.1(a)(2) through (8) of this Agreement.

“Owner Trustee” means Wilmington Trust Company, as Owner Trustee appointed and acting pursuant to the Trust Agreement.

“Purchase Agreement Collateral” has the meaning specified in Section 6.9 of this Agreement.

“Receivables” has the meaning assigned in the Sale and Servicing Agreement.

“Related Documents” means the Notes, the Certificate, the Custodian Agreement, the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Note Policy, the Spread Account Agreement, the Insurance Agreement, the Indemnification Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement and the Underwriting Agreement. The Related Documents to be executed by any party are referred to herein as “such party’s Related Documents,” “its Related Documents” or by a similar expression.

“Repurchase Event” means the occurrence of a breach of any of the Seller’s representations and warranties hereunder or any other event which requires the repurchase of a Receivable by the Seller under the Sale and Servicing Agreement.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement referred to in Section 1.1 hereof.

“Schedule of Receivables” means the Schedule of Receivables sold and transferred pursuant to this Agreement which is attached hereto as Schedule A.

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

“Trust Collateral Agent” means Wells Fargo Bank, National Association, as trust collateral agent and any successor trust collateral agent appointed and acting pursuant to the Sale and Servicing Agreement.

“Trustee” means Wells Fargo Bank, National Association, as trustee and any successor trustee appointed and acting pursuant to the Indenture.

SECTION 1.3 Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement or the Sale and Servicing Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.”

SECTION 1.4 [Reserved].

SECTION 1.5 No Recourse. Without limiting the obligations of Seller hereunder, no recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer or director, as such, of Seller, or of any predecessor or successor of Seller.

2

SECTION 1.6 Action by or Consent of Noteholders and Certificateholder. Whenever any provision of this Agreement refers to action to be taken, or consented to, by Noteholders or the Certificateholder, such provision shall be deemed to refer to the Certificateholder or Noteholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any Note or Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral Agent, respectively, knows to be so owned shall be so disregarded.

SECTION 1.7 Material Adverse Effect. Whenever a determination is to be made under this Agreement as to whether a given event, action, course of conduct or set of facts or circumstances could or would have a material adverse effect on the Noteholders (or any similar or analogous determination), such determination shall be made without taking into account the funds available from claims under the Note Policy.

ARTICLE II.

CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY

SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.

(a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property (collectively, the “Receivables and the Other Conveyed Property”):

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

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

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

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

3

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

(6) the related Receivable Files;

(7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (1) through (6); and

(8) all proceeds and investments with respect to items (1) through (7).

It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any Liens, and the beneficial interest in and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

(b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of Seller. Seller makes the following representations and warranties as of the date hereof and as of the Closing Date on which Purchaser relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Issuer under the Sale and Servicing Agreement and on which the Insurer will rely in issuing the Note Policy. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement. Seller and Purchaser agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the Trustee will thereafter be entitled to enforce this Agreement against Seller in the Trustee’s own name on behalf of the Noteholders.

(a) Schedule of Representations. The representations and warranties set forth on the Schedule of Representations with respect to the Receivables as of the date hereof, and as of the Closing Date, are true and correct.

4

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

(c) Due Qualification. Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

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

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

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

5

(g) No Proceedings. There are no proceedings or investigations pending or, to Seller’s knowledge, threatened against Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller or its properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal income tax or other federal, state or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under the Sale and Servicing Agreement.

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

(i) Chief Executive Office. The chief executive office of Seller is located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

SECTION 3.2 Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties, on which Seller relies in selling, assigning, transferring and conveying the Receivables and the Other Conveyed Property to Purchaser hereunder. Such representations are made as of the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement.

(a) Organization and Good Standing. Purchaser has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of Nevada, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Receivables and the Other Conveyed Property, and to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

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

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(c) Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

(d) No Consent Required. Purchaser is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(f) No Violation. The execution, delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will 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 bylaws of Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than the Sale and Servicing Agreement and the Spread Account Agreement), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over Purchaser or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

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In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, Certificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

ARTICLE IV.

COVENANTS OF SELLER

SECTION 4.1 Protection of Title of Purchaser.

(a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the Receivables and the Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser, the Trust Collateral Agent and the Insurer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.

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(b) Seller shall not change its name, identity, state of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer, the Insurer and the Trust Collateral Agent at least 60 days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.

(c) Seller shall give Purchaser, the Issuer, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and the Trust Collateral Agent at least 60 days’ prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.

(d) Prior to the Closing Date, Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date, the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement.

(e) If at any time Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

SECTION 4.2 Other Liens or Interests. Except for the conveyances hereunder, Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest therein, and Seller shall defend the right, title, and interest of Purchaser and the Issuer in and to the Receivables and the Other Conveyed Property against all claims of third parties claiming through or under Seller.

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SECTION 4.3 Costs and Expenses. Seller shall pay all reasonable costs and disbursements in connection with the performance of its obligations hereunder and under its Related Documents.

SECTION 4.4 Indemnification.

(a) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any breach of any of Seller’s representations and warranties contained herein.

(b) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership or operation by Seller or any affiliate thereof of a Financed Vehicle.

(c) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from any action taken, or failed to be taken, by it in respect of any portion of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement.

(d) Seller agrees to pay, and shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any taxes that may at any time be asserted against Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Receivables and the Other Conveyed Property to Purchaser and by Purchaser to the Issuer or the issuance and original sale of the Notes or issuance of the Certificate, or asserted with respect to ownership of the Receivables and Other Conveyed Property which shall be indemnified by Seller pursuant to clause (e) below, or federal, state or other income taxes, arising out of distributions on the Notes or the Certificate or transfer taxes arising in connection with the transfer of the Notes or the Certificate) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

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(e) Seller agrees to pay, and to indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from, any taxes which may at any time be asserted against such Persons with respect to, and as of the date of, the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder and the conveyance or ownership of the Receivables under the Sale and Servicing Agreement or the issuance and original sale of the Notes or the issuance of the Certificate, including, without limitation, any sales, gross receipts, personal property, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes, arising out of the transactions contemplated hereby or transfer taxes arising in connection with the transfer of the Notes or the Certificate) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

(f) Seller shall defend, indemnify, and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders or the Certificateholder through the negligence, willful misfeasance, or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement.

(g) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any loss, liability or expense incurred by reason of the violation by Seller of federal or state securities laws in connection with the registration or the sale of the Notes.

(h) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the Certificateholder from and against any loss, liability or expense imposed upon, or incurred by, Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Noteholders or the Certificateholder as result of the failure of any Receivable, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law.

(i) Seller shall defend, indemnify, and hold harmless Purchaser from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of Seller’s trusts and duties as Servicer under the Sale and Servicing Agreement, except to the extent that such cost, expense, loss, claim, damage, or liability shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of Purchaser.

(j) Seller shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants jointly and severally with the Purchaser pursuant to Section 7.2 of the Trust Agreement.

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Indemnification under this Section 4.4 shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive payment of the Notes and the Certificate. The indemnity obligations hereunder shall be in addition to any obligation that Seller may otherwise have.

ARTICLE V.

REPURCHASES

SECTION 5.1 Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer, if and only if the interests of the Noteholders or the Insurer therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Insurer, the Backup Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended to grant the Issuer, the Insurer and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Any such repurchase shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement.

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

SECTION 5.2 Reassignment of Purchased Receivables. Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

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SECTION 5.3 Waivers. No failure or delay on the part of Purchaser, or the Issuer as assignee of Purchaser, or the Trust Collateral Agent as assignee of the Issuer, in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or future exercise thereof or the exercise of any other power, right or remedy.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1 Liability of Seller. Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

SECTION 6.2 Merger or Consolidation of Seller or Purchaser. Any corporation or other entity (i) into which Seller or Purchaser may be merged or consolidated, (ii) resulting from any merger or consolidation to which Seller or Purchaser is a party or (iii) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, Purchaser shall not merge or consolidate with any other Person or permit any other Person to become the successor to Purchaser’s business without the prior written consent of the Insurer. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent, the Owner Trustee and, so long as an Insurer Default shall not have occurred and be continuing, the Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an event of default under the Insurance Agreement, shall have occurred and be continuing, (y) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer, the Insurer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) Seller or Purchaser, as applicable, shall have delivered to the Issuer, the Insurer and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

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SECTION 6.3 Limitation on Liability of Seller and Others. Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

SECTION 6.4 Seller May Own Notes or the Certificate. Subject to the provisions of the Sale and Servicing Agreement, Seller and any Affiliate of Seller may in their individual or any other capacity become the owner or pledgee of Notes or the Certificate with the same rights as they would have if they were not Seller or an Affiliate thereof.

SECTION 6.5 Amendment.

(a) This Agreement may be amended by Seller and Purchaser with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) but without the consent of the Trust Collateral Agent, the Owner Trustee, the Certificateholder or any of the Noteholders (i) to cure any ambiguity or (ii) to correct any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Owner Trustee, the Insurer and the Trust Collateral Agent, adversely affect in any material respect the interests of any Certificateholder or Noteholder or, if an Insurer Default shall have occurred and be continuing, the Insurer.

(b) This Agreement may also be amended from time to time by Seller and Purchaser, with the prior written consent of the Insurer (so long as an Insurer Default shall not have occurred and be continuing) and with the consent of the Trust Collateral Agent and, if required, the Certificateholder and the Noteholders, in accordance with the Sale and Servicing Agreement, 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 Certificateholder or Noteholders; provided, however, the Seller provides the Trust Collateral Agent with an Opinion of Counsel, (which may be provided by the Seller’s internal counsel) that no such amendment shall 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 on any Note or Certificate; provided further that if an Insurer Default has occurred and is continuing, such amendment shall not materially adversely affect the interests of the Insurer.

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(c) Prior to the execution of any such amendment or consent, Seller shall have furnished written notification of the substance of such amendment or consent to each Rating Agency.

(d) It shall not be necessary for the consent of Certificateholder or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholder or Noteholders shall be subject to such reasonable requirements as the Trust Collateral Agent may prescribe, including the establishment of record dates. The consent of a Holder of a Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of such Certificate or Note and of any Certificate or Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificate or Note.

SECTION 6.6 Notices. All demands, notices and communications to Seller or Purchaser hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a) in the case of Seller, to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or (b) in the case of Purchaser, to AFS SenSub Corp., 2265 B Renaissance Drive, Suite 17, Las Vegas, Nevada 89119, Attention: Chief Financial Officer, or such other address as shall be designated by a party in a written notice delivered to the other party or to the Issuer, Owner Trustee, the Insurer or the Trust Collateral Agent, as applicable.

SECTION 6.7 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and Related Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Related Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 6.8 Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

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SECTION 6.9 Intention of the Parties. The execution and delivery of this Agreement shall constitute an acknowledgment by Seller and Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, conveying good title thereto free and clear of any Liens, from Seller to Purchaser, and that the Receivables and the Other Conveyed Property shall not be a part of Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to Seller, the Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and interest in and to the following property, whether now owned or existing or hereafter acquired or arising, and this Agreement shall constitute a security agreement under applicable law (collectively, the “Purchase Agreement Collateral”):

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

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

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

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

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

(6) the related Receivable Files;

(7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to the property described in (1) through (6); and

(8) all proceeds and investments with respect to items (1) through (7).

SECTION 6.10 Governing Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by, the law of the State of New York, without giving effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

SECTION 6.11 Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

16

SECTION 6.12 Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

SECTION 6.13 Nonpetition Covenant. Neither Purchaser nor Seller shall petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or the Issuer or any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of the Purchaser or the Issuer.

SECTION 6.14 Benefits of Purchase Agreement. The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of this Purchase Agreement and shall be entitled to rely upon and directly enforce the provisions of this Purchase Agreement so long as no Insurer Default shall have occurred and be continuing; provided, however, that any right or benefit expressly granted to the Insurer under this Agreement shall survive and the Insurer shall remain a third-party beneficiary hereunder to enforce such right or obtain such benefit, notwithstanding the occurrence and continuance of an Insurer Default, unless such right or benefit is expressly conditioned upon no Insurer Default having occurred and be continuing.

[Remainder of page intentionally left blank]

17

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

AFS SENSUB CORP., as Purchaser
By	/s/ Sheli D. Fitzgerald
Name:	Sheli D. Fitzgerald
Title:	Vice President, Structured Finance
AMERICREDIT FINANCIAL SERVICES, INC., as Seller
By	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance

Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Trust Collateral Agent

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

[Purchase Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

Sch. A

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
421852211	424878353	442224408	443027479	443035746	443043054	443050422	443057757	443065198	443072509	443079835	443087127	443094461	443101787	443109095	443116314	443123542	443130786
422078311	424879286	442228185	443027487	443035753	443043062	443050430	443057765	443065206	443072517	443079843	443087135	443094479	443101795	443109103	443116322	443123559	443130794
422126540	424882256	442228334	443027495	443035761	443043070	443050448	443057781	443065214	443072525	443079850	443087143	443094487	443101803	443109111	443116330	443123567	443130802
422178723	424882868	442228680	443027529	443035779	443043088	443050455	443057799	443065222	443072533	443079868	443087150	443094495	443101811	443109129	443116348	443123575	443130810
422232694	424883312	442229191	443027545	443035787	443043096	443050463	443057807	443065230	443072541	443079876	443087168	443094503	443101829	443109137	443116355	443123583	443130828
422245704	424885317	442229308	443027552	443035795	443043104	443050471	443057815	443065248	443072558	443079884	443087176	443094511	443101837	443109145	443116363	443123591	443130836
422344366	424885523	442230793	443027586	443035803	443043112	443050489	443057823	443065255	443072566	443079892	443087184	443094529	443101845	443109152	443116371	443123609	443130844
422357855	424886216	442232112	443027594	443035811	443043120	443050497	443057831	443065263	443072582	443079900	443087192	443094537	443101852	443109160	443116389	443123617	443130851
422358424	424886307	442232153	443027602	443035829	443043138	443050505	443057849	443065271	443072590	443079918	443087200	443094545	443101860	443109178	443116397	443123625	443130869
422416354	424887487	442232740	443027628	443035837	443043146	443050513	443057856	443065289	443072608	443079926	443087218	443094552	443101878	443109186	443116405	443123633	443130877
422544031	424887602	442233029	443027636	443035845	443043153	443050521	443057864	443065305	443072616	443079934	443087226	443094560	443101886	443109194	443116413	443123641	443130885
422561852	424887933	442235594	443027644	443035852	443043161	443050539	443057872	443065313	443072624	443079942	443087234	443094578	443101894	443109202	443116421	443123658	443130893
422581777	424888857	442235925	443027651	443035860	443043179	443050547	443057880	443065321	443072632	443079959	443087242	443094586	443101902	443109210	443116439	443123666	443130901
422590661	424889343	442235958	443027669	443035878	443043187	443050554	443057898	443065339	443072640	443079967	443087259	443094594	443101910	443109228	443116447	443123674	443130919
422679829	424891265	442237327	443027677	443035886	443043195	443050562	443057906	443065347	443072657	443079975	443087267	443094602	443101928	443109236	443116454	443123682	443130927
422706374	424891455	442237418	443027685	443035894	443043203	443050570	443057914	443065354	443072665	443079983	443087275	443094610	443101936	443109244	443116462	443123690	443130935
422775197	424894525	442242426	443027693	443035902	443043211	443050588	443057922	443065362	443072673	443079991	443087291	443094628	443101944	443109251	443116470	443123708	443130943
422784132	424895704	442244224	443027719	443035910	443043229	443050596	443057930	443065370	443072681	443080007	443087309	443094644	443101951	443109269	443116488	443123716	443130950
422851998	424897502	442245627	443027727	443035928	443043237	443050604	443057948	443065388	443072699	443080015	443087317	443094651	443101969	443109277	443116496	443123724	443130968
422855080	424898195	442245650	443027750	443035936	443043245	443050612	443057955	443065396	443072707	443080023	443087325	443094669	443101977	443109285	443116504	443123732	443130976
422868398	424899300	442246211	443027768	443035944	443043252	443050620	443057963	443065404	443072715	443080031	443087333	443094677	443101985	443109293	443116512	443123740	443130984
423008010	424907202	442247565	443027776	443035951	443043278	443050638	443057971	443065412	443072723	443080049	443087341	443094685	443101993	443109301	443116520	443123757	443130992
423071539	424907525	442249439	443027792	443035969	443043286	443050646	443057989	443065420	443072731	443080056	443087358	443094693	443102009	443109319	443116538	443123765	443131008
423081256	424908291	442249801	443027818	443035977	443043294	443050653	443057997	443065438	443072749	443080064	443087366	443094701	443102017	443109327	443116546	443123773	443131016
423082098	424911287	442252292	443027826	443035985	443043302	443050679	443058003	443065446	443072756	443080072	443087374	443094719	443102025	443109335	443116553	443123781	443131024
423141993	424911477	442252565	443027834	443035993	443043310	443050687	443058011	443065453	443072764	443080080	443087382	443094727	443102041	443109343	443116561	443123799	443131032
423166388	424912129	442256806	443027842	443036009	443043328	443050695	443058029	443065461	443072772	443080098	443087390	443094735	443102058	443109350	443116579	443123807	443131040
423173202	424912137	442257051	443027867	443036017	443043336	443050703	443058045	443065479	443072780	443080106	443087408	443094743	443102066	443109368	443116587	443123815	443131057
423197896	424912558	442261608	443027891	443036025	443043344	443050711	443058052	443065487	443072798	443080114	443087416	443094750	443102074	443109376	443116595	443123823	443131065
423206069	424912574	442262952	443027909	443036033	443043351	443050729	443058060	443065495	443072806	443080122	443087424	443094768	443102108	443109384	443116603	443123831	443131073
423247592	424913507	442263091	443027917	443036041	443043369	443050737	443058078	443065503	443072814	443080130	443087432	443094776	443102116	443109392	443116611	443123849	443131081
423296516	424913531	442266698	443027925	443036058	443043377	443050745	443058086	443065511	443072822	443080148	443087457	443094784	443102132	443109400	443116629	443123856	443131099
423297886	424915270	442267514	443027933	443036066	443043385	443050752	443058094	443065529	443072830	443080155	443087465	443094792	443102140	443109418	443116637	443123864	443131107
423339407	424916104	442267753	443027941	443036074	443043393	443050760	443058102	443065537	443072848	443080163	443087473	443094800	443102157	443109426	443116645	443123872	443131115
423367440	424916187	442267886	443027958	443036082	443043401	443050778	443058110	443065552	443072855	443080171	443087481	443094818	443102165	443109434	443116652	443123880	443131123
423385004	424917284	442271268	443027966	443036090	443043419	443050786	443058128	443065560	443072863	443080189	443087499	443094826	443102173	443109442	443116660	443123898	443131131
423412030	424917979	442271581	443027974	443036108	443043427	443050794	443058136	443065578	443072871	443080197	443087507	443094834	443102181	443109459	443116678	443123906	443131149
423428697	424918290	442271847	443027982	443036116	443043435	443050802	443058144	443065586	443072889	443080205	443087515	443094842	443102199	443109467	443116686	443123914	443131156
423506021	424918555	442274452	443027990	443036124	443043443	443050810	443058151	443065594	443072897	443080213	443087523	443094859	443102207	443109475	443116694	443123922	443131164
423511252	424921583	442274767	443028006	443036132	443043450	443050828	443058169	443065602	443072905	443080221	443087531	443094867	443102215	443109483	443116702	443123930	443131172
423556877	424925915	442277117	443028014	443036140	443043468	443050836	443058177	443065610	443072913	443080239	443087549	443094875	443102223	443109491	443116710	443123948	443131180
423565357	424925949	442278271	443028030	443036157	443043476	443050844	443058185	443065628	443072921	443080247	443087556	443094883	443102231	443109509	443116728	443123955	443131198
423611284	424926681	442280020	443028055	443036165	443043484	443050851	443058193	443065636	443072939	443080254	443087564	443094891	443102249	443109517	443116736	443123963	443131206
423708577	424927630	442282034	443028063	443036173	443043492	443050869	443058201	443065644	443072947	443080262	443087572	443094909	443102256	443109525	443116744	443123971	443131214
423715754	424927663	442283297	443028089	443036181	443043500	443050877	443058219	443065651	443072954	443080270	443087580	443094917	443102264	443109533	443116751	443123989	443131222
423716489	424927713	442283867	443028097	443036199	443043518	443050885	443058227	443065669	443072962	443080288	443087598	443094925	443102272	443109541	443116769	443123997	443131230
423728203	424929537	442284964	443028105	443036207	443043526	443050893	443058235	443065677	443072970	443080296	443087606	443094933	443102280	443109558	443116777	443124003	443131248
423747369	424929685	442288270	443028113	443036215	443043534	443050901	443058243	443065685	443072988	443080304	443087614	443094941	443102298	443109566	443116785	443124011	443131255
423756295	424929750	442288767	443028121	443036223	443043542	443050919	443058250	443065693	443072996	443080312	443087622	443094958	443102306	443109574	443116793	443124029	443131271
423784636	424930287	442289468	443028139	443036231	443043559	443050927	443058268	443065701	443073002	443080320	443087630	443094966	443102314	443109582	443116801	443124037	443131289
423791219	424930584	442289542	443028162	443036249	443043567	443050935	443058276	443065719	443073010	443080338	443087648	443094974	443102322	443109590	443116819	443124045	443131297
423792837	424931301	442289583	443028170	443036256	443043575	443050943	443058284	443065727	443073028	443080346	443087655	443094982	443102330	443109608	443116827	443124052	443131305
423817113	424931467	442289872	443028188	443036264	443043583	443050950	443058292	443065735	443073036	443080361	443087663	443094990	443102348	443109616	443116835	443124060	443131313
423820422	424932713	442289971	443028196	443036272	443043591	443050968	443058300	443065743	443073044	443080379	443087671	443095005	443102355	443109624	443116843	443124078	443131321
423821594	424933315	442291357	443028204	443036280	443043609	443050976	443058318	443065750	443073051	443080387	443087697	443095013	443102363	443109632	443116850	443124086	443131339
423830868	424933794	442292603	443028212	443036298	443043617	443050984	443058326	443065768	443073069	443080395	443087705	443095021	443102371	443109640	443116868	443124094	443131347
423832609	424934610	442293015	443028220	443036306	443043625	443050992	443058334	443065776	443073077	443080403	443087713	443095039	443102389	443109657	443116876	443124102	443131354
423868728	424935070	442293627	443028238	443036314	443043633	443051008	443058342	443065784	443073085	443080411	443087721	443095047	443102397	443109665	443116884	443124110	443131362
423892330	424936250	442294013	443028246	443036322	443043641	443051016	443058359	443065792	443073093	443080429	443087739	443095054	443102405	443109673	443116892	443124128	443131370
423900968	424937043	442297966	443028253	443036330	443043658	443051024	443058367	443065800	443073101	443080437	443087747	443095062	443102413	443109681	443116900	443124136	443131388
423943448	424938645	442299160	443028279	443036348	443043666	443051032	443058375	443065818	443073127	443080445	443087754	443095070	443102421	443109699	443116918	443124144	443131396
423971167	424939148	442300125	443028287	443036355	443043674	443051040	443058383	443065826	443073135	443080452	443087762	443095088	443102439	443109707	443116934	443124151	443131404
423974260	424940088	442301891	443028295	443036363	443043682	443051057	443058391	443065834	443073143	443080460	443087770	443095096	443102447	443109715	443116942	443124169	443131412
423978899	424943256	442306643	443028303	443036371	443043690	443051065	443058409	443065842	443073150	443080478	443087788	443095104	443102454	443109723	443116959	443124177	443131420
423987320	424943611	442307047	443028311	443036389	443043708	443051073	443058417	443065859	443073176	443080486	443087796	443095112	443102462	443109731	443116967	443124185	443131438
423997543	424944023	442307963	443028329	443036397	443043716	443051081	443058425	443065867	443073184	443080494	443087804	443095120	443102470	443109749	443116975	443124193	443131446
423998681	424946051	442308409	443028337	443036405	443043724	443051099	443058433	443065875	443073192	443080502	443087812	443095138	443102488	443109756	443116983	443124201	443131453
424027274	424947786	442309837	443028345	443036413	443043732	443051107	443058441	443065883	443073200	443080510	443087820	443095146	443102496	443109764	443116991	443124219	443131461
424039212	424948743	442310538	443028352	443036421	443043740	443051115	443058458	443065891	443073218	443080528	443087838	443095153	443102504	443109772	443117007	443124227	443131479
424051993	424948750	442311494	443028360	443036447	443043757	443051131	443058466	443065909	443073226	443080536	443087846	443095161	443102512	443109780	443117015	443124235	443131487
424058766	424948933	442311585	443028378	443036454	443043765	443051149	443058474	443065917	443073234	443080544	443087853	443095179	443102520	443109798	443117023	443124243	443131495
424072130	424950178	442312138	443028386	443036462	443043773	443051156	443058482	443065925	443073242	443080551	443087861	443095187	443102538	443109806	443117031	443124250	443131503
424074383	424951358	442313201	443028394	443036470	443043781	443051164	443058490	443065933	443073259	443080569	443087879	443095195	443102546	443109814	443117049	443124268	443131511

Loan Number	Loan Number
443137997	443145255
443138003	443145263
443138011	443145271
443138029	443145289
443138037	443145297
443138052	443145305
443138060	443145313
443138078	443145321
443138086	443145339
443138094	443145347
443138102	443145354
443138110	443145362
443138128	443145370
443138136	443145388
443138144	443145396
443138151	443145404
443138169	443145412
443138177	443145420
443138185	443145438
443138193	443145446
443138201	443145453
443138219	443145461
443138227	443145479
443138235	443145487
443138243	443145495
443138250	443145503
443138268	443145511
443138276	443145529
443138284	443145537
443138292	443145545
443138300	443145552
443138318	443145560
443138326	443145578
443138334	443145586
443138342	443145594
443138359	443145602
443138367	443145610
443138375	443145628
443138383	443145636
443138391	443145644
443138409	443145651
443138417	443145669
443138425	443145677
443138433	443145685
443138441	443145693
443138458	443145701
443138466	443145719
443138474	443145727
443138482	443145735
443138490	443145743
443138508	443145750
443138516	443145768
443138524	443145776
443138532	443145784
443138540	443145792
443138557	443145800
443138565	443145818
443138573	443145826
443138581	443145834
443138599	443145842
443138607	443145859
443138615	443145867
443138623	443145875
443138631	443145883
443138649	443145891
443138656	443145909
443138664	443145917
443138672	443145925
443138680	443145933
443138698	443145941
443138706	443145958
443138714	443145966
443138722	443145974

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424109114	424951457	442315230	443028410	443036488	443043799	443051172	443058508	443065941	443073267	443080577	443087887	443095203	443102553	443109822	443117056	443124276	443131529
424112308	424951564	442316329	443028444	443036496	443043807	443051180	443058516	443065958	443073275	443080585	443087895	443095211	443102561	443109830	443117064	443124284	443131537
424124931	424952620	442317517	443028451	443036504	443043815	443051198	443058524	443065966	443073283	443080593	443087903	443095229	443102579	443109848	443117072	443124292	443131545
424138410	424953545	442319059	443028469	443036512	443043823	443051206	443058532	443065974	443073291	443080601	443087911	443095237	443102587	443109855	443117080	443124300	443131552
424141653	424953982	442319695	443028477	443036520	443043831	443051214	443058540	443065982	443073309	443080619	443087929	443095245	443102595	443109863	443117098	443124318	443131560
424141893	424954972	442321931	443028501	443036538	443043849	443051222	443058557	443065990	443073317	443080627	443087937	443095252	443102603	443109871	443117106	443124326	443131578
424144244	424958973	442322400	443028519	443036546	443043856	443051230	443058565	443066006	443073325	443080635	443087945	443095260	443102611	443109889	443117114	443124334	443131586
424145605	424959914	442322574	443028527	443036553	443043864	443051248	443058573	443066014	443073333	443080643	443087952	443095278	443102629	443109897	443117122	443124342	443131594
424147254	424960425	442323200	443028535	443036561	443043872	443051255	443058581	443066022	443073341	443080650	443087960	443095286	443102637	443109905	443117130	443124359	443131602
424147783	424960953	442323739	443028543	443036579	443043880	443051263	443058599	443066030	443073358	443080668	443087978	443095294	443102645	443109913	443117148	443124375	443131610
424150860	424962082	442323986	443028550	443036595	443043898	443051271	443058607	443066048	443073366	443080676	443087986	443095302	443102652	443109921	443117155	443124383	443131628
424154862	424962587	442324513	443028568	443036603	443043906	443051289	443058615	443066055	443073374	443080684	443087994	443095310	443102660	443109939	443117163	443124391	443131636
424155893	424963676	442325221	443028576	443036611	443043914	443051297	443058623	443066063	443073390	443080692	443088000	443095328	443102678	443109947	443117171	443124409	443131644
424157766	424964278	442325296	443028584	443036629	443043922	443051305	443058631	443066071	443073408	443080700	443088018	443095336	443102686	443109954	443117189	443124417	443131651
424158020	424964344	442325551	443028592	443036637	443043930	443051313	443058649	443066089	443073416	443080718	443088034	443095344	443102694	443109962	443117197	443124425	443131669
424158723	424966059	442327862	443028600	443036645	443043948	443051321	443058656	443066097	443073424	443080726	443088042	443095351	443102702	443109970	443117205	443124433	443131677
424159176	424966422	442328241	443028618	443036652	443043955	443051339	443058664	443066105	443073432	443080734	443088059	443095369	443102710	443109988	443117213	443124441	443131685
424160497	424967974	442329306	443028626	443036660	443043963	443051347	443058672	443066113	443073440	443080742	443088067	443095377	443102728	443109996	443117221	443124458	443131693
424162279	424968014	442329330	443028659	443036678	443043971	443051354	443058680	443066121	443073457	443080759	443088075	443095385	443102736	443110002	443117239	443124466	443131701
424164770	424968113	442329728	443028667	443036686	443043989	443051362	443058698	443066139	443073465	443080767	443088083	443095393	443102744	443110010	443117247	443124474	443131719
424168565	424968840	442330114	443028675	443036694	443043997	443051370	443058706	443066147	443073473	443080775	443088091	443095401	443102769	443110028	443117254	443124482	443131727
424171775	424970556	442332417	443028709	443036702	443044003	443051388	443058714	443066154	443073481	443080783	443088109	443095419	443102777	443110036	443117262	443124490	443131735
424174209	424971877	442333894	443028725	443036710	443044011	443051396	443058722	443066162	443073499	443080791	443088117	443095427	443102785	443110044	443117270	443124508	443131743
424177715	424971885	442335709	443028733	443036728	443044029	443051404	443058748	443066170	443073507	443080809	443088125	443095435	443102793	443110051	443117288	443124516	443131750
424179596	424972099	442336921	443028741	443036736	443044037	443051412	443058755	443066188	443073515	443080817	443088133	443095443	443102801	443110069	443117296	443124524	443131768
424180271	424974087	442336962	443028766	443036744	443044045	443051420	443058763	443066196	443073523	443080825	443088141	443095450	443102819	443110077	443117304	443124532	443131776
424180958	424975449	442337887	443028774	443036751	443044052	443051446	443058771	443066204	443073531	443080833	443088158	443095468	443102827	443110085	443117312	443124540	443131784
424182491	424975480	442338281	443028782	443036769	443044060	443051453	443058789	443066212	443073549	443080841	443088166	443095476	443102835	443110093	443117320	443124557	443131792
424183002	424975845	442339842	443028808	443036777	443044078	443051461	443058797	443066220	443073556	443080858	443088174	443095484	443102843	443110101	443117338	443124565	443131800
424184893	424976959	442340410	443028816	443036785	443044086	443051479	443058805	443066238	443073564	443080866	443088182	443095492	443102868	443110119	443117346	443124573	443131818
424185429	424977916	442340535	443028824	443036793	443044094	443051487	443058813	443066246	443073572	443080874	443088190	443095500	443102876	443110127	443117353	443124581	443131826
424185916	424979086	442340642	443028832	443036801	443044102	443051495	443058821	443066253	443073580	443080882	443088208	443095518	443102884	443110135	443117361	443124599	443131834
424187995	424979128	442341178	443028865	443036819	443044110	443051503	443058839	443066261	443073598	443080890	443088216	443095526	443102892	443110143	443117379	443124607	443131842
424190254	424980233	442346433	443028873	443036827	443044128	443051511	443058847	443066279	443073606	443080908	443088224	443095534	443102900	443110150	443117387	443124615	443131859
424191435	424980530	442347365	443028881	443036835	443044136	443051529	443058854	443066287	443073614	443080916	443088232	443095542	443102918	443110168	443117403	443124623	443131867
424191591	424980795	442349395	443028899	443036843	443044144	443051537	443058870	443066295	443073622	443080924	443088257	443095559	443102926	443110176	443117411	443124631	443131875
424191757	424982197	442350575	443028915	443036850	443044151	443051545	443058888	443066303	443073630	443080932	443088265	443095567	443102934	443110184	443117429	443124649	443131883
424192821	424982866	442351771	443028923	443036868	443044169	443051552	443058896	443066311	443073648	443080940	443088273	443095575	443102942	443110192	443117437	443124656	443131891
424194009	424982890	442352456	443028931	443036876	443044177	443051560	443058904	443066329	443073655	443080957	443088281	443095583	443102959	443110200	443117445	443124664	443131909
424194215	424984706	442354999	443028964	443036884	443044185	443051578	443058912	443066337	443073671	443080965	443088299	443095591	443102967	443110218	443117452	443124672	443131917
424194579	424986867	442357026	443028972	443036892	443044193	443051586	443058920	443066345	443073689	443080973	443088307	443095609	443102975	443110226	443117460	443124680	443131925
424194900	424987519	442358875	443028980	443036900	443044201	443051594	443058938	443066352	443073697	443080981	443088315	443095617	443102983	443110234	443117478	443124698	443131933
424196251	424987618	442360103	443028998	443036918	443044219	443051602	443058946	443066360	443073705	443080999	443088323	443095625	443102991	443110242	443117486	443124706	443131941
424197176	424987907	442360707	443029004	443036926	443044227	443051610	443058953	443066378	443073713	443081005	443088331	443095633	443103007	443110259	443117494	443124714	443131958
424198422	424988004	442361804	443029012	443036934	443044235	443051628	443058961	443066386	443073721	443081013	443088349	443095641	443103015	443110267	443117502	443124722	443131966
424199818	424988574	442361812	443029038	443036942	443044243	443051636	443058979	443066394	443073739	443081021	443088356	443095658	443103023	443110275	443117510	443124730	443131974
424200129	424988582	442362232	443029046	443036959	443044268	443051644	443058987	443066402	443073747	443081039	443088364	443095666	443103031	443110283	443117528	443124748	443131982
424200889	424989606	442363156	443029061	443036967	443044276	443051651	443058995	443066410	443073754	443081047	443088372	443095674	443103049	443110291	443117536	443124755	443131990
424202174	424990273	442367082	443029079	443036975	443044284	443051669	443059001	443066428	443073762	443081054	443088380	443095682	443103056	443110309	443117544	443124763	443132006
424203289	424990687	442368346	443029087	443036983	443044292	443051677	443059019	443066436	443073770	443081062	443088398	443095690	443103064	443110317	443117551	443124771	443132014
424207181	424990992	442371548	443029095	443036991	443044300	443051685	443059027	443066444	443073788	443081070	443088406	443095708	443103072	443110325	443117569	443124789	443132022
424208577	424991008	442372314	443029103	443037007	443044318	443051693	443059035	443066451	443073796	443081088	443088414	443095716	443103080	443110333	443117577	443124797	443132030
424209674	424991610	442374856	443029111	443037015	443044334	443051701	443059043	443066469	443073804	443081096	443088422	443095724	443103098	443110341	443117585	443124805	443132048
424210003	424993103	442375127	443029137	443037023	443044342	443051719	443059050	443066477	443073812	443081104	443088430	443095732	443103106	443110358	443117593	443124813	443132055
424211530	424993764	442378659	443029145	443037031	443044359	443051727	443059068	443066485	443073820	443081112	443088448	443095740	443103114	443110366	443117601	443124821	443132063
424214161	424993954	442381075	443029152	443037049	443044367	443051735	443059076	443066493	443073838	443081120	443088455	443095757	443103122	443110374	443117619	443124839	443132071
424214179	424994465	442381356	443029160	443037056	443044375	443051743	443059084	443066501	443073846	443081138	443088463	443095765	443103130	443110382	443117627	443124847	443132089
424214740	424994713	442382370	443029178	443037064	443044383	443051768	443059092	443066519	443073853	443081146	443088471	443095773	443103148	443110390	443117635	443124854	443132097
424216174	424996395	442383089	443029194	443037072	443044391	443051776	443059100	443066527	443073861	443081153	443088489	443095781	443103155	443110408	443117643	443124862	443132105
424219491	425000072	442383147	443029202	443037080	443044409	443051784	443059118	443066535	443073879	443081161	443088497	443095799	443103171	443110416	443117650	443124870	443132113
424219814	425002425	442384673	443029228	443037098	443044417	443051792	443059126	443066543	443073887	443081179	443088505	443095807	443103189	443110424	443117668	443124888	443132121
424221265	425003050	442385373	443029236	443037106	443044425	443051800	443059134	443066550	443073895	443081187	443088513	443095815	443103197	443110432	443117676	443124896	443132139
424222313	425003837	442389672	443029244	443037114	443044433	443051818	443059142	443066568	443073903	443081195	443088521	443095823	443103205	443110440	443117684	443124904	443132147
424224210	425003944	442390464	443029269	443037122	443044441	443051826	443059159	443066576	443073911	443081203	443088539	443095831	443103213	443110457	443117692	443124912	443132154
424225878	425005295	442393625	443029343	443037130	443044458	443051834	443059167	443066584	443073929	443081229	443088547	443095849	443103221	443110465	443117700	443124920	443132162
424229326	425005865	442395000	443029376	443037148	443044466	443051842	443059175	443066592	443073937	443081237	443088554	443095856	443103239	443110473	443117718	443124938	443132170
424231983	425005931	442400412	443029384	443037155	443044474	443051859	443059183	443066600	443073945	443081245	443088562	443095864	443103254	443110481	443117726	443124946	443132188
424235927	425007366	442402632	443029392	443037163	443044482	443051867	443059191	443066618	443073952	443081252	443088570	443095872	443103262	443110499	443117734	443124953	443132196
424237527	425007820	442406526	443029442	443037171	443044490	443051875	443059209	443066626	443073960	443081260	443088588	443095880	443103270	443110507	443117742	443124961	443132204
424239697	425009545	442407961	443029459	443037189	443044508	443051883	443059217	443066634	443073978	443081278	443088596	443095898	443103288	443110515	443117759	443124979	443132212
424239788	425012002	442413423	443029467	443037197	443044516	443051891	443059225	443066642	443073986	443081286	443088604	443095906	443103296	443110523	443117767	443124987	443132220
424243715	425012309	442414678	443029483	443037205	443044524	443051909	443059233	443066659	443073994	443081294	443088612	443095914	443103304	443110531	443117775	443124995	443132238
424244531	425012473	442415618	443029491	443037213	443044532	443051917	443059241	443066667	443074000	443081302	443088620	443095922	443103312	443110549	443117783	443125000	443132246

Loan Number	Loan Number
443138730	443145982
443138748	443145990
443138755	443146006
443138763	443146014
443138771	443146022
443138789	443146030
443138797	443146048
443138805	443146055
443138813	443146063
443138821	443146071
443138839	443146089
443138847	443146097
443138854	443146105
443138862	443146113
443138870	443146121
443138888	443146139
443138896	443146147
443138904	443146154
443138912	443146162
443138920	443146170
443138938	443146188
443138946	443146196
443138953	443146204
443138961	443146212
443138979	443146220
443138987	443146238
443138995	443146246
443139001	443146253
443139019	443146261
443139027	443146279
443139035	443146287
443139043	443146295
443139050	443146303
443139068	443146329
443139076	443146337
443139084	443146345
443139092	443146352
443139100	443146360
443139118	443146378
443139126	443146386
443139134	443146394
443139142	443146402
443139159	443146410
443139167	443146428
443139175	443146436
443139183	443146444
443139191	443146451
443139209	443146469
443139217	443146477
443139225	443146485
443139233	443146493
443139241	443146501
443139258	443146519
443139266	443146527
443139274	443146535
443139282	443146543
443139290	443146550
443139308	443146568
443139316	443146576
443139324	443146584
443139332	443146592
443139340	443146600
443139357	443146618
443139365	443146626
443139373	443146634
443139381	443146642
443139399	443146659
443139407	443146667
443139415	443146675
443139423	443146683
443139431	443146691
443139449	443146709
443139456	443146717

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424245033	425012697	442416301	443029509	443037221	443044540	443051925	443059258	443066675	443074018	443081310	443088638	443095930	443103320	443110556	443117791	443125018	443132253
424245355	425012796	442417762	443029533	443037239	443044557	443051933	443059266	443066683	443074026	443081328	443088646	443095948	443103338	443110564	443117809	443125026	443132261
424246494	425013182	442417820	443029541	443037247	443044565	443051941	443059274	443066691	443074034	443081336	443088653	443095955	443103346	443110572	443117817	443125034	443132279
424247096	425013711	442419255	443029558	443037254	443044573	443051958	443059282	443066709	443074042	443081344	443088661	443095963	443103353	443110580	443117825	443125042	443132287
424249175	425015252	442421111	443029566	443037262	443044581	443051966	443059290	443066717	443074059	443081351	443088679	443095971	443103361	443110598	443117833	443125059	443132295
424250280	425015435	442421467	443029574	443037270	443044599	443051974	443059308	443066725	443074067	443081369	443088687	443095989	443103379	443110606	443117841	443125075	443132303
424250967	425015948	442421723	443029582	443037288	443044607	443051982	443059316	443066733	443074075	443081377	443088695	443095997	443103387	443110614	443117858	443125083	443132311
424251494	425016086	442421855	443029590	443037296	443044615	443051990	443059324	443066741	443074083	443081385	443088703	443096003	443103395	443110622	443117866	443125091	443132329
424251700	425017118	442421988	443029608	443037304	443044623	443052006	443059340	443066758	443074091	443081393	443088711	443096011	443103403	443110630	443117874	443125109	443132337
424252948	425018587	442422432	443029616	443037312	443044631	443052014	443059357	443066766	443074109	443081401	443088737	443096029	443103411	443110648	443117882	443125117	443132345
424255099	425018751	442422879	443029632	443037320	443044649	443052022	443059365	443066774	443074117	443081419	443088752	443096037	443103429	443110655	443117890	443125125	443132352
424255628	425022381	442423794	443029640	443037338	443044656	443052048	443059373	443066790	443074125	443081427	443088760	443096045	443103437	443110663	443117908	443125133	443132360
424257863	425023017	442429890	443029657	443037346	443044664	443052055	443059399	443066808	443074133	443081435	443088778	443096052	443103445	443110671	443117916	443125141	443132378
424258309	425024429	442430468	443029665	443037353	443044672	443052063	443059407	443066816	443074141	443081443	443088786	443096060	443103452	443110689	443117924	443125158	443132386
424262079	425025814	442431961	443029673	443037361	443044680	443052071	443059415	443066824	443074158	443081450	443088794	443096078	443103460	443110697	443117932	443125166	443132394
424262319	425026739	442432118	443029681	443037379	443044698	443052089	443059423	443066832	443074166	443081468	443088802	443096086	443103478	443110705	443117940	443125182	443132402
424264299	425027240	442433322	443029699	443037387	443044706	443052097	443059431	443066840	443074174	443081476	443088810	443096094	443103486	443110713	443117957	443125190	443132410
424265999	425030475	442435343	443029707	443037395	443044714	443052105	443059449	443066857	443074182	443081484	443088828	443096102	443103494	443110721	443117965	443125208	443132428
424266542	425030624	442435459	443029715	443037403	443044722	443052113	443059456	443066865	443074190	443081492	443088836	443096110	443103502	443110739	443117973	443125216	443132436
424266625	425030905	442438339	443029723	443037411	443044730	443052121	443059464	443066873	443074208	443081500	443088844	443096128	443103510	443110747	443117981	443125224	443132451
424266815	425030970	442438982	443029764	443037429	443044748	443052139	443059472	443066881	443074216	443081518	443088851	443096136	443103528	443110754	443117999	443125232	443132469
424266930	425031887	442439030	443029798	443037437	443044755	443052147	443059480	443066899	443074224	443081526	443088869	443096144	443103536	443110762	443118005	443125240	443132477
424269603	425035862	442441135	443029806	443037445	443044771	443052154	443059498	443066907	443074232	443081534	443088877	443096151	443103544	443110770	443118013	443125257	443132485
424270569	425035888	442442208	443029814	443037452	443044789	443052162	443059506	443066915	443074240	443081542	443088885	443096169	443103551	443110788	443118021	443125265	443132493
424273118	425036092	442443685	443029822	443037460	443044797	443052170	443059514	443066923	443074257	443081559	443088893	443096177	443103569	443110796	443118039	443125273	443132501
424276814	425038023	442445318	443029830	443037478	443044805	443052188	443059522	443066931	443074265	443081567	443088901	443096185	443103577	443110804	443118047	443125281	443132519
424278786	425038973	442445870	443029848	443037486	443044813	443052196	443059530	443066949	443074273	443081575	443088919	443096193	443103585	443110812	443118054	443125299	443132527
424279701	425039864	442449369	443029855	443037494	443044821	443052204	443059548	443066956	443074281	443081583	443088927	443096201	443103593	443110820	443118062	443125307	443132535
424281566	425040003	442449401	443029863	443037502	443044839	443052212	443059555	443066964	443074299	443081591	443088935	443096219	443103601	443110838	443118070	443125315	443132543
424281756	425040516	442450300	443029871	443037510	443044847	443052220	443059563	443066972	443074307	443081609	443088943	443096227	443103619	443110846	443118088	443125323	443132550
424281830	425041217	442456240	443029889	443037536	443044854	443052238	443059571	443066980	443074315	443081617	443088950	443096235	443103627	443110853	443118096	443125331	443132568
424282549	425041514	442461356	443029897	443037544	443044862	443052246	443059589	443066998	443074323	443081625	443088968	443096243	443103635	443110861	443118104	443125349	443132576
424282622	425041654	442463121	443029905	443037551	443044870	443052253	443059597	443067004	443074331	443081633	443088976	443096250	443103643	443110879	443118112	443125356	443132584
424283232	425044005	442464665	443029913	443037569	443044888	443052261	443059605	443067012	443074349	443081641	443088984	443096268	443103650	443110887	443118120	443125364	443132592
424283687	425048683	442465969	443029939	443037577	443044896	443052279	443059613	443067020	443074356	443081658	443088992	443096276	443103668	443110895	443118138	443125372	443132600
424283752	425049145	442466801	443029962	443037585	443044904	443052287	443059621	443067038	443074364	443081666	443089008	443096284	443103676	443110903	443118146	443125380	443132618
424287522	425050465	442472841	443029996	443037593	443044912	443052295	443059639	443067046	443074372	443081674	443089016	443096292	443103684	443110911	443118153	443125398	443132626
424287589	425050770	442475539	443030010	443037601	443044920	443052303	443059647	443067053	443074380	443081682	443089024	443096300	443103692	443110929	443118161	443125406	443132634
424291151	425051067	442476610	443030028	443037619	443044938	443052311	443059654	443067061	443074398	443081690	443089032	443096318	443103700	443110937	443118179	443125414	443132642
424292654	425051109	442480646	443030044	443037627	443044946	443052329	443059662	443067079	443074406	443081708	443089040	443096326	443103718	443110945	443118187	443125422	443132659
424293611	425053584	442482014	443030051	443037635	443044953	443052337	443059670	443067087	443074414	443081716	443089057	443096334	443103726	443110952	443118195	443125430	443132667
424298024	425054202	442482485	443030069	443037643	443044961	443052345	443059688	443067103	443074422	443081724	443089065	443096342	443103734	443110960	443118203	443125448	443132675
424298701	425054210	442483962	443030085	443037650	443044979	443052352	443059696	443067129	443074430	443081732	443089073	443096359	443103742	443110978	443118211	443125455	443132683
424300796	425055282	442485173	443030093	443037668	443044987	443052360	443059704	443067137	443074448	443081740	443089081	443096367	443103759	443110986	443118229	443125463	443132691
424304244	425057015	442485264	443030101	443037676	443044995	443052378	443059712	443067145	443074455	443081757	443089099	443096375	443103767	443110994	443118237	443125471	443132709
424305647	425057510	442488946	443030119	443037684	443045000	443052386	443059720	443067152	443074463	443081765	443089107	443096383	443103775	443111000	443118245	443125489	443132717
424305936	425058526	442489555	443030127	443037692	443045018	443052394	443059738	443067160	443074471	443081773	443089115	443096391	443103783	443111018	443118252	443125497	443132725
424307775	425058617	442494373	443030143	443037718	443045026	443052402	443059746	443067178	443074489	443081781	443089123	443096409	443103791	443111026	443118260	443125505	443132733
424310100	425059821	442495818	443030150	443037726	443045034	443052410	443059753	443067186	443074497	443081799	443089131	443096425	443103809	443111034	443118278	443125513	443132741
424310290	425059920	442498986	443030192	443037734	443045042	443052428	443059761	443067194	443074505	443081807	443089149	443096433	443103817	443111042	443118286	443125521	443132758
424311769	425060399	442499455	443030200	443037742	443045059	443052436	443059779	443067202	443074513	443081815	443089156	443096441	443103825	443111059	443118294	443125539	443132766
424311850	425060423	442500526	443030218	443037759	443045067	443052444	443059787	443067210	443074521	443081823	443089164	443096458	443103833	443111067	443118302	443125547	443132774
424312759	425060480	442501003	443030226	443037775	443045075	443052451	443059795	443067228	443074539	443081831	443089172	443096466	443103841	443111075	443118310	443125554	443132782
424316669	425060704	442501656	443030234	443037783	443045083	443052469	443059803	443067236	443074547	443081849	443089180	443096474	443103858	443111083	443118328	443125562	443132790
424318095	425060852	442506242	443030259	443037791	443045091	443052477	443059811	443067244	443074554	443081856	443089198	443096482	443103866	443111091	443118336	443125570	443132808
424319218	425062874	442507604	443030267	443037809	443045109	443052485	443059829	443067251	443074562	443081864	443089206	443096490	443103874	443111109	443118344	443125588	443132816
424320232	425063245	442513016	443030275	443037817	443045117	443052493	443059837	443067269	443074570	443081872	443089214	443096508	443103908	443111117	443118351	443125596	443132824
424321032	425063815	442513743	443030291	443037825	443045125	443052501	443059845	443067277	443074588	443081880	443089222	443096516	443103916	443111125	443118369	443125604	443132832
424321610	425064243	442515094	443030309	443037833	443045133	443052519	443059852	443067285	443074596	443081898	443089230	443096524	443103924	443111133	443118377	443125612	443132840
424323566	425064482	442527198	443030333	443037841	443045158	443052527	443059860	443067293	443074604	443081906	443089248	443096532	443103932	443111141	443118385	443125620	443132857
424324150	425066099	442528121	443030341	443037858	443045166	443052535	443059878	443067301	443074612	443081914	443089255	443096540	443103940	443111158	443118393	443125638	443132865
424324275	425066511	442531414	443030358	443037866	443045174	443052543	443059886	443067319	443074620	443081922	443089263	443096557	443103957	443111166	443118401	443125653	443132873
424325306	425066974	442531836	443030374	443037874	443045182	443052550	443059894	443067327	443074638	443081930	443089271	443096565	443103965	443111174	443118419	443125661	443132881
424326254	425068491	442534384	443030390	443037882	443045190	443052568	443059902	443067335	443074646	443081948	443089289	443096573	443103973	443111182	443118427	443125679	443132899
424326684	425068541	442534665	443030408	443037890	443045208	443052576	443059910	443067343	443074653	443081955	443089297	443096581	443103981	443111190	443118435	443125687	443132907
424329555	425068855	442535605	443030416	443037908	443045216	443052584	443059928	443067350	443074661	443081963	443089305	443096599	443103999	443111208	443118443	443125695	443132915
424330835	425069622	442539920	443030424	443037916	443045224	443052592	443059936	443067368	443074679	443081971	443089313	443096607	443104005	443111216	443118450	443125703	443132923
424330884	425070091	442540282	443030432	443037924	443045232	443052600	443059944	443067384	443074687	443081989	443089321	443096615	443104013	443111224	443118468	443125711	443132931
424331361	425070174	442540290	443030440	443037932	443045240	443052618	443059951	443067392	443074695	443081997	443089339	443096623	443104021	443111232	443118476	443125729	443132949
424331510	425072766	442541058	443030457	443037940	443045257	443052626	443059977	443067400	443074703	443082003	443089347	443096631	443104039	443111240	443118484	443125737	443132956
424333326	425073079	442546701	443030465	443037957	443045265	443052634	443059985	443067418	443074711	443082011	443089354	443096649	443104047	443111257	443118492	443125745	443132964
424334043	425073202	442547188	443030473	443037965	443045273	443052642	443059993	443067426	443074729	443082029	443089362	443096656	443104054	443111265	443118500	443125752	443132972
424334381	425073400	442548665	443030481	443037973	443045281	443052659	443060009	443067434	443074737	443082037	443089370	443096664	443104062	443111273	443118518	443125760	443132980

Loan Number	Loan Number
443139464	443146725
443139472	443146733
443139480	443146741
443139498	443146758
443139506	443146766
443139514	443146774
443139522	443146782
443139530	443146790
443139548	443146808
443139555	443146816
443139563	443146824
443139571	443146832
443139589	443146840
443139597	443146857
443139605	443146865
443139613	443146873
443139621	443146881
443139639	443146899
443139647	443146907
443139654	443146915
443139662	443146923
443139670	443146931
443139688	443146949
443139696	443146956
443139704	443146964
443139712	443146972
443139720	443146980
443139738	443146998
443139746	443147004
443139753	443147012
443139761	443147020
443139779	443147038
443139787	443147046
443139795	443147053
443139803	443147061
443139811	443147079
443139829	443147087
443139837	443147095
443139845	443147103
443139852	443147111
443139860	443147129
443139878	443147137
443139886	443147145
443139894	443147152
443139902	443147160
443139910	443147178
443139928	443147186
443139936	443147194
443139944	443147202
443139951	443147210
443139969	443147228
443139977	443147236
443139985	443147244
443139993	443147251
443140009	443147269
443140017	443147277
443140025	443147285
443140033	443147293
443140041	443147301
443140058	443147319
443140066	443147327
443140074	443147335
443140082	443147343
443140090	443147350
443140108	443147368
443140116	443147376
443140124	443147384
443140132	443147392
443140140	443147400
443140157	443147418
443140165	443147426
443140173	443147434
443140181	443147442

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424335008	425073475	442551164	443030499	443037999	443045299	443052667	443060025	443067442	443074745	443082045	443089388	443096672	443104070	443111281	443118526	443125778	443132998
424335057	425074374	442556569	443030507	443038005	443045307	443052675	443060033	443067459	443074752	443082052	443089396	443096680	443104088	443111299	443118534	443125786	443133004
424336303	425075652	442556999	443030523	443038013	443045315	443052683	443060041	443067467	443074760	443082060	443089404	443096698	443104096	443111307	443118542	443125794	443133012
424336386	425076502	442569067	443030531	443038021	443045323	443052691	443060058	443067475	443074778	443082078	443089412	443096706	443104104	443111315	443118559	443125802	443133020
424337723	425077088	442574075	443030549	443038039	443045331	443052709	443060066	443067483	443074786	443082086	443089420	443096714	443104112	443111331	443118567	443125810	443133038
424338044	425078078	442580742	443030556	443038047	443045349	443052717	443060074	443067491	443074794	443082094	443089438	443096722	443104120	443111349	443118575	443125828	443133046
424338382	425079225	442582094	443030564	443038054	443045356	443052725	443060082	443067509	443074802	443082102	443089446	443096730	443104138	443111356	443118583	443125836	443133053
424340131	425079290	442585675	443030572	443038062	443045364	443052733	443060090	443067517	443074810	443082110	443089453	443096748	443104146	443111364	443118591	443125844	443133061
424341618	425080355	442586210	443030580	443038070	443045372	443052741	443060108	443067525	443074828	443082128	443089461	443096755	443104153	443111372	443118609	443125851	443133079
424341998	425081197	442588448	443030598	443038088	443045380	443052758	443060116	443067533	443074836	443082136	443089479	443096763	443104161	443111380	443118617	443125869	443133087
424342202	425082195	442589529	443030606	443038096	443045398	443052766	443060124	443067541	443074844	443082144	443089487	443096771	443104179	443111398	443118625	443125877	443133095
424342566	425086287	442589925	443030614	443038104	443045406	443052774	443060132	443067558	443074851	443082151	443089495	443096789	443104187	443111406	443118633	443125885	443133103
424343127	425086949	442591871	443030622	443038112	443045414	443052782	443060157	443067566	443074869	443082169	443089503	443096797	443104195	443111414	443118641	443125893	443133111
424344265	425087699	442598827	443030630	443038120	443045422	443052790	443060165	443067574	443074877	443082177	443089511	443096805	443104203	443111422	443118666	443125901	443133129
424344844	425087830	442599098	443030648	443038138	443045430	443052808	443060173	443067582	443074885	443082185	443089529	443096813	443104211	443111430	443118674	443125919	443133137
424346138	425088242	442599171	443030655	443038146	443045448	443052816	443060181	443067590	443074893	443082193	443089537	443096821	443104229	443111448	443118682	443125927	443133145
424346328	425088259	442599569	443030663	443038153	443045455	443052824	443060199	443067608	443074901	443082201	443089545	443096839	443104237	443111455	443118690	443125935	443133152
424346583	425088416	442602124	443030713	443038161	443045463	443052832	443060207	443067616	443074919	443082219	443089552	443096847	443104245	443111463	443118708	443125943	443133160
424346740	425089240	442602652	443030721	443038179	443045471	443052840	443060215	443067624	443074927	443082227	443089560	443096854	443104252	443111471	443118716	443125950	443133178
424349736	425089323	442607768	443030739	443038187	443045489	443052857	443060223	443067632	443074935	443082235	443089578	443096862	443104260	443111489	443118724	443125968	443133186
424350767	425090552	442610747	443030747	443038195	443045497	443052865	443060231	443067640	443074943	443082243	443089586	443096870	443104278	443111497	443118732	443125976	443133194
424352565	425091212	442613816	443030762	443038203	443045505	443052873	443060249	443067657	443074950	443082250	443089594	443096888	443104286	443111505	443118740	443125984	443133202
424352623	425091634	442617635	443030770	443038211	443045513	443052881	443060256	443067665	443074968	443082268	443089602	443096896	443104294	443111513	443118757	443125992	443133210
424353480	425091980	442619888	443030788	443038229	443045521	443052899	443060264	443067673	443074976	443082276	443089610	443096904	443104302	443111521	443118765	443126008	443133228
424353589	425093283	442622247	443030796	443038237	443045539	443052907	443060272	443067681	443074984	443082284	443089628	443096912	443104328	443111539	443118773	443126016	443133236
424356418	425093465	442624086	443030804	443038245	443045547	443052915	443060280	443067699	443074992	443082292	443089636	443096920	443104336	443111547	443118781	443126024	443133244
424356483	425093580	442624631	443030838	443038252	443045554	443052923	443060298	443067707	443075007	443082300	443089644	443096938	443104344	443111554	443118807	443126032	443133251
424357432	425094562	442625455	443030853	443038260	443045562	443052931	443060306	443067715	443075015	443082318	443089651	443096946	443104351	443111562	443118815	443126040	443133269
424358117	425097102	442628053	443030879	443038278	443045570	443052949	443060314	443067723	443075023	443082326	443089669	443096953	443104369	443111570	443118823	443126057	443133277
424359354	425097458	442629903	443030887	443038286	443045588	443052956	443060322	443067731	443075031	443082334	443089677	443096961	443104377	443111588	443118831	443126065	443133285
424360188	425098142	442630968	443030903	443038294	443045596	443052964	443060330	443067749	443075049	443082342	443089685	443096979	443104385	443111596	443118849	443126073	443133293
424370336	425101003	442632527	443030911	443038302	443045604	443052972	443060355	443067756	443075056	443082359	443089693	443096987	443104393	443111604	443118856	443126081	443133301
424370781	425101698	442633830	443030937	443038310	443045612	443052980	443060363	443067764	443075064	443082367	443089701	443096995	443104401	443111612	443118864	443126099	443133319
424372506	425101862	442635843	443030945	443038328	443045620	443052998	443060389	443067772	443075072	443082375	443089719	443097001	443104419	443111620	443118872	443126107	443133327
424372886	425102605	442636437	443030978	443038336	443045638	443053004	443060397	443067780	443075080	443082383	443089727	443097019	443104427	443111638	443118880	443126115	443133335
424375251	425103710	442639670	443030986	443038344	443045653	443053012	443060405	443067798	443075098	443082391	443089735	443097027	443104435	443111646	443118898	443126123	443133343
424379600	425104064	442643235	443030994	443038351	443045661	443053020	443060413	443067806	443075106	443082409	443089750	443097035	443104443	443111653	443118906	443126131	443133350
424384063	425104569	442643391	443031018	443038369	443045679	443053038	443060421	443067814	443075114	443082417	443089768	443097043	443104450	443111661	443118914	443126149	443133368
424388668	425106788	442644563	443031042	443038377	443045687	443053046	443060439	443067822	443075122	443082425	443089776	443097050	443104468	443111679	443118922	443126156	443133376
424390300	425107166	442645123	443031067	443038385	443045695	443053053	443060447	443067830	443075130	443082433	443089784	443097076	443104476	443111687	443118930	443126164	443133384
424391100	425107893	442648283	443031075	443038393	443045703	443053061	443060454	443067848	443075148	443082441	443089792	443097084	443104484	443111695	443118948	443126172	443133392
424391498	425110152	442648671	443031083	443038401	443045711	443053079	443060470	443067855	443075155	443082458	443089800	443097092	443104492	443111703	443118955	443126180	443133400
424392595	425110830	442649836	443031117	443038419	443045729	443053087	443060504	443067863	443075163	443082466	443089818	443097100	443104500	443111711	443118963	443126198	443133418
424393064	425110996	442651931	443031133	443038427	443045737	443053095	443060512	443067871	443075171	443082474	443089826	443097118	443104518	443111729	443118971	443126206	443133426
424393635	425111754	442652665	443031141	443038435	443045745	443053103	443060520	443067897	443075189	443082482	443089834	443097126	443104526	443111737	443118989	443126214	443133434
424394245	425112703	442653739	443031158	443038443	443045752	443053111	443060538	443067905	443075197	443082490	443089842	443097134	443104534	443111752	443118997	443126222	443133442
424396737	425114766	442655841	443031166	443038450	443045760	443053129	443060546	443067913	443075205	443082508	443089859	443097159	443104542	443111760	443119003	443126230	443133459
424398139	425115995	442656146	443031174	443038468	443045778	443053137	443060553	443067921	443075213	443082516	443089867	443097167	443104559	443111778	443119011	443126248	443133467
424398675	425116555	442656336	443031182	443038476	443045786	443053145	443060561	443067939	443075221	443082532	443089875	443097175	443104567	443111786	443119029	443126255	443133475
424399111	425117520	442659900	443031190	443038484	443045794	443053152	443060579	443067947	443075239	443082540	443089883	443097191	443104575	443111794	443119037	443126263	443133483
424400448	425118254	442660726	443031208	443038492	443045802	443053160	443060587	443067954	443075247	443082557	443089891	443097209	443104583	443111802	443119045	443126271	443133491
424400729	425118676	442662839	443031216	443038500	443045810	443053178	443060595	443067962	443075262	443082565	443089909	443097217	443104591	443111810	443119052	443126289	443133509
424401297	425120144	442663209	443031224	443038518	443045828	443053186	443060603	443067970	443075270	443082573	443089917	443097225	443104609	443111828	443119060	443126297	443133517
424401917	425120649	442663340	443031232	443038526	443045836	443053194	443060611	443067988	443075288	443082581	443089925	443097233	443104617	443111836	443119078	443126305	443133525
424402360	425120805	442663480	443031240	443038534	443045844	443053202	443060629	443067996	443075296	443082599	443089933	443097241	443104625	443111844	443119086	443126313	443133533
424404416	425121142	442663852	443031257	443038542	443045851	443053210	443060637	443068002	443075304	443082607	443089941	443097258	443104633	443111851	443119094	443126339	443133541
424404929	425121860	442664298	443031265	443038559	443045869	443053228	443060645	443068010	443075312	443082615	443089958	443097266	443104641	443111869	443119102	443126347	443133558
424405223	425122314	442664330	443031273	443038567	443045877	443053236	443060652	443068028	443075320	443082623	443089966	443097274	443104658	443111877	443119110	443126354	443133566
424405967	425124518	442664777	443031281	443038575	443045885	443053244	443060660	443068036	443075338	443082631	443089974	443097282	443104666	443111885	443119128	443126362	443133574
424408037	425125028	442665204	443031299	443038583	443045893	443053251	443060678	443068044	443075346	443082649	443089982	443097290	443104674	443111893	443119136	443126370	443133582
424408771	425125911	442665477	443031307	443038591	443045901	443053269	443060686	443068051	443075353	443082656	443089990	443097308	443104682	443111901	443119144	443126388	443133590
424411593	425126091	442666319	443031315	443038609	443045919	443053277	443060694	443068069	443075361	443082664	443090006	443097316	443104690	443111919	443119151	443126396	443133608
424417897	425126836	442666335	443031323	443038617	443045927	443053285	443060702	443068085	443075379	443082672	443090014	443097324	443104708	443111927	443119169	443126404	443133616
424422087	425127958	442666483	443031331	443038625	443045935	443053293	443060710	443068093	443075387	443082680	443090022	443097332	443104716	443111935	443119177	443126412	443133624
424422780	425128998	442666616	443031349	443038633	443045943	443053301	443060728	443068101	443075395	443082698	443090030	443097340	443104724	443111943	443119185	443126420	443133632
424423531	425129764	442666889	443031356	443038641	443045950	443053319	443060736	443068119	443075403	443082706	443090048	443097357	443104732	443111950	443119193	443126438	443133640
424424182	425130481	442667093	443031364	443038658	443045968	443053327	443060744	443068127	443075411	443082714	443090055	443097365	443104740	443111968	443119201	443126446	443133657
424427086	425131067	442667150	443031372	443038666	443045976	443053335	443060751	443068135	443075429	443082722	443090063	443097373	443104757	443111976	443119219	443126453	443133665
424427862	425131331	442668547	443031380	443038674	443045984	443053343	443060769	443068143	443075437	443082730	443090071	443097381	443104765	443111984	443119227	443126461	443133673
424428365	425131349	442669669	443031398	443038682	443045992	443053350	443060777	443068150	443075445	443082748	443090089	443097399	443104773	443111992	443119235	443126479	443133681
424429447	425132263	442669768	443031406	443038690	443046008	443053368	443060785	443068168	443075452	443082755	443090097	443097407	443104781	443112008	443119243	443126487	443133699
424429546	425132610	442670147	443031414	443038708	443046016	443053376	443060793	443068176	443075460	443082763	443090105	443097415	443104799	443112016	443119250	443126495	443133707
424429744	425132636	442670279	443031422	443038716	443046024	443053384	443060801	443068184	443075478	443082771	443090113	443097423	443104807	443112024	443119268	443126503	443133715

Loan Number	Loan Number
443140199	443147459
443140207	443147467
443140215	443147475
443140223	443147483
443140231	443147491
443140249	443147509
443140256	443147517
443140264	443147525
443140272	443147541
443140280	443147558
443140298	443147566
443140306	443147574
443140314	443147582
443140322	443147590
443140330	443147608
443140348	443147616
443140355	443147624
443140363	443147632
443140371	443147640
443140389	443147657
443140397	443147665
443140405	443147673
443140413	443147681
443140421	443147707
443140439	443147715
443140447	443147723
443140454	443147731
443140462	443147749
443140470	443147756
443140488	443147764
443140496	443147772
443140504	443147780
443140512	443147798
443140520	443147806
443140538	443147814
443140546	443147822
443140553	443147830
443140561	443147848
443140579	443147863
443140587	443147871
443140595	443147889
443140603	443147897
443140611	443147905
443140629	443147913
443140637	443147921
443140645	443147939
443140652	443147947
443140660	443147954
443140678	443147962
443140686	443147970
443140694	443147988
443140702	443147996
443140710	443148002
443140728	443148010
443140736	443148028
443140744	443148036
443140751	443148044
443140769	443148051
443140777	443148069
443140785	443148077
443140793	443148085
443140801	443148093
443140819	443148101
443140827	443148119
443140835	443148127
443140843	443148135
443140850	443148143
443140868	443148150
443140876	443148168
443140884	443148176
443140892	443148184
443140900	443148192
443140918	443148200

2010-A Final Cut Legal Schedule of Receivables

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424429843	425133659	442670634	443031430	443038724	443046032	443053392	443060819	443068192	443075486	443082789	443090121	443097431	443104815	443112032	443119276	443126511	443133723
424429876	425133915	442671251	443031448	443038732	443046040	443053400	443060835	443068200	443075494	443082797	443090139	443097449	443104823	443112040	443119284	443126529	443133731
424432284	425135134	442671780	443031455	443038740	443046057	443053418	443060843	443068218	443075502	443082805	443090147	443097456	443104831	443112057	443119292	443126537	443133749
424434256	425135886	442672549	443031463	443038757	443046065	443053426	443060850	443068226	443075510	443082813	443090154	443097464	443104849	443112065	443119300	443126545	443133756
424436145	425137767	442673372	443031471	443038765	443046073	443053434	443060868	443068234	443075528	443082821	443090162	443097472	443104856	443112073	443119318	443126552	443133764
424439321	425137833	442673554	443031489	443038773	443046081	443053442	443060876	443068242	443075536	443082839	443090170	443097480	443104864	443112081	443119326	443126560	443133772
424441111	425138526	442674164	443031497	443038781	443046099	443053459	443060884	443068259	443075544	443082847	443090188	443097498	443104872	443112099	443119334	443126578	443133780
424441673	425138591	442674602	443031505	443038799	443046107	443053467	443060892	443068267	443075551	443082854	443090196	443097506	443104880	443112107	443119342	443126586	443133798
424442416	425140027	442675344	443031513	443038807	443046115	443053475	443060900	443068275	443075569	443082862	443090204	443097514	443104898	443112115	443119359	443126594	443133806
424445666	425140282	442675427	443031521	443038815	443046123	443053483	443060926	443068283	443075577	443082870	443090212	443097522	443104906	443112123	443119367	443126602	443133814
424447084	425140993	442675823	443031539	443038823	443046131	443053491	443060934	443068291	443075585	443082888	443090220	443097530	443104922	443112131	443119375	443126610	443133822
424450583	425141348	442676953	443031547	443038831	443046149	443053509	443060942	443068309	443075593	443082896	443090238	443097548	443104930	443112149	443119383	443126628	443133830
424451680	425141884	442677175	443031554	443038849	443046164	443053517	443060959	443068317	443075601	443082904	443090246	443097555	443104948	443112156	443119391	443126636	443133848
424455178	425142734	442677449	443031562	443038856	443046180	443053525	443060967	443068325	443075619	443082912	443090253	443097563	443104955	443112164	443119409	443126644	443133855
424455434	425143260	442677498	443031570	443038864	443046198	443053533	443060975	443068333	443075627	443082920	443090261	443097571	443104963	443112172	443119417	443126651	443133863
424456085	425145059	442677688	443031588	443038872	443046206	443053541	443060983	443068341	443075635	443082938	443090279	443097589	443104971	443112180	443119425	443126669	443133871
424456606	425146966	442677811	443031596	443038880	443046214	443053558	443060991	443068358	443075643	443082946	443090287	443097605	443104989	443112198	443119433	443126677	443133889
424456697	425148913	442678926	443031604	443038898	443046222	443053566	443061007	443068366	443075650	443082953	443090295	443097613	443104997	443112206	443119441	443126685	443133897
424456788	425149242	442679122	443031612	443038906	443046230	443053574	443061015	443068374	443075668	443082961	443090303	443097621	443105002	443112214	443119458	443126693	443133905
424457943	425149572	442679429	443031620	443038914	443046248	443053582	443061023	443068382	443075676	443082979	443090311	443097639	443105010	443112222	443119466	443126701	443133913
424460491	425152618	442679981	443031638	443038922	443046255	443053590	443061049	443068390	443075684	443082987	443090329	443097647	443105028	443112230	443119474	443126719	443133921
424460608	425157997	442680088	443031646	443038948	443046263	443053608	443061056	443068408	443075692	443082995	443090337	443097654	443105036	443112248	443119482	443126727	443133939
424462695	425158722	442680195	443031653	443038955	443046271	443053616	443061064	443068416	443075700	443083001	443090345	443097662	443105044	443112255	443119490	443126735	443133947
424463172	425158987	442680674	443031661	443038963	443046289	443053624	443061080	443068424	443075718	443083019	443090352	443097670	443105051	443112263	443119508	443126743	443133954
424464147	425160660	442680716	443031679	443038971	443046297	443053632	443061098	443068432	443075726	443083027	443090360	443097688	443105069	443112271	443119516	443126750	443133962
424464576	425162633	442681516	443031687	443038989	443046313	443053640	443061106	443068440	443075734	443083035	443090378	443097696	443105077	443112289	443119524	443126768	443133970
424466746	425163672	442681862	443031695	443038997	443046321	443053657	443061114	443068457	443075742	443083043	443090386	443097704	443105085	443112297	443119532	443126776	443133988
424467462	425163995	442681987	443031703	443039003	443046339	443053665	443061122	443068465	443075759	443083050	443090394	443097712	443105093	443112305	443119540	443126784	443133996
424467819	425164423	442682639	443031711	443039011	443046347	443053673	443061130	443068481	443075767	443083068	443090402	443097720	443105101	443112313	443119557	443126792	443134002
424469088	425164563	442682993	443031729	443039029	443046354	443053681	443061148	443068499	443075775	443083076	443090410	443097738	443105119	443112321	443119565	443126800	443134010
424470375	425166022	442683363	443031737	443039037	443046362	443053699	443061155	443068507	443075783	443083084	443090428	443097746	443105127	443112339	443119573	443126818	443134028
424470664	425166030	442683447	443031745	443039045	443046388	443053707	443061163	443068515	443075791	443083092	443090436	443097753	443105135	443112347	443119581	443126826	443134036
424473080	425166485	442683504	443031752	443039052	443046396	443053715	443061171	443068523	443075809	443083100	443090444	443097761	443105143	443112354	443119599	443126834	443134044
424473932	425168887	442683710	443031760	443039060	443046404	443053723	443061189	443068531	443075817	443083118	443090451	443097779	443105150	443112362	443119607	443126842	443134051
424474336	425171378	442683850	443031778	443039078	443046412	443053731	443061197	443068549	443075825	443083126	443090469	443097787	443105168	443112370	443119615	443126859	443134069
424475341	425171733	442684205	443031786	443039086	443046420	443053749	443061205	443068556	443075833	443083134	443090477	443097795	443105176	443112388	443119623	443126867	443134077
424475465	425172400	442684957	443031794	443039094	443046438	443053756	443061213	443068564	443075841	443083142	443090485	443097803	443105184	443112396	443119631	443126875	443134085
424475598	425173036	442686424	443031802	443039102	443046446	443053764	443061221	443068572	443075858	443083159	443090493	443097811	443105192	443112404	443119649	443126883	443134101
424482602	425173366	442686663	443031810	443039110	443046453	443053772	443061239	443068580	443075866	443083167	443090501	443097829	443105200	443112412	443119656	443126891	443134119
424482719	425173424	442687489	443031828	443039128	443046461	443053780	443061247	443068598	443075874	443083175	443090519	443097837	443105218	443112420	443119664	443126909	443134127
424483196	425173879	442688206	443031836	443039136	443046479	443053798	443061254	443068606	443075882	443083183	443090527	443097845	443105226	443112438	443119672	443126917	443134135
424483592	425174265	442688222	443031844	443039144	443046487	443053806	443061262	443068614	443075890	443083191	443090535	443097860	443105234	443112446	443119680	443126925	443134143
424485605	425174885	442688321	443031851	443039151	443046495	443053814	443061288	443068622	443075908	443083209	443090543	443097878	443105242	443112453	443119698	443126933	443134150
424487478	425175924	442688859	443031869	443039169	443046503	443053822	443061296	443068630	443075916	443083217	443090550	443097886	443105259	443112461	443119706	443126941	443134168
424489276	425176807	442689626	443031877	443039177	443046511	443053830	443061304	443068648	443075924	443083225	443090568	443097894	443105267	443112479	443119714	443126958	443134176
424491389	425176989	442689816	443031885	443039185	443046529	443053848	443061312	443068655	443075932	443083233	443090576	443097902	443105275	443112487	443119722	443126966	443134184
424492973	425177342	442690319	443031893	443039193	443046537	443053855	443061320	443068663	443075940	443083241	443090584	443097910	443105283	443112495	443119730	443126974	443134192
424493963	425177946	442690483	443031901	443039201	443046545	443053863	443061338	443068671	443075957	443083258	443090592	443097928	443105291	443112503	443119748	443126982	443134200
424495836	425182193	442690723	443031919	443039219	443046552	443053871	443061346	443068689	443075965	443083266	443090600	443097936	443105309	443112511	443119755	443126990	443134218
424495844	425183605	442691036	443031927	443039227	443046560	443053889	443061353	443068697	443075973	443083274	443090618	443097944	443105317	443112529	443119763	443127006	443134226
424496529	425183712	442691929	443031935	443039235	443046578	443053897	443061361	443068705	443075981	443083282	443090626	443097951	443105325	443112537	443119771	443127014	443134234
424497253	425184355	442692216	443031943	443039243	443046586	443053905	443061387	443068713	443075999	443083290	443090634	443097969	443105333	443112545	443119789	443127022	443134242
424497709	425186723	442692307	443031950	443039250	443046594	443053913	443061395	443068721	443076005	443083316	443090642	443097977	443105341	443112552	443119797	443127030	443134259
424498459	425188125	442692331	443031968	443039268	443046602	443053921	443061403	443068739	443076013	443083324	443090659	443097985	443105358	443112560	443119805	443127048	443134267
424499861	425188828	442693024	443031976	443039276	443046610	443053939	443061411	443068747	443076021	443083340	443090667	443097993	443105366	443112578	443119813	443127055	443134275
424504405	425189271	442693446	443031984	443039284	443046628	443053947	443061429	443068754	443076039	443083357	443090675	443098009	443105374	443112586	443119821	443127063	443134283
424504553	425189867	442694758	443031992	443039292	443046636	443053954	443061437	443068762	443076047	443083365	443090683	443098017	443105382	443112594	443119839	443127071	443134291
424505568	425190527	442694832	443032008	443039300	443046644	443053962	443061445	443068770	443076062	443083373	443090691	443098025	443105390	443112602	443119847	443127089	443134309
424507440	425193125	442695490	443032016	443039318	443046651	443053970	443061452	443068788	443076070	443083381	443090709	443098033	443105408	443112610	443119854	443127097	443134317
424507499	425193265	442695771	443032024	443039326	443046669	443053988	443061460	443068796	443076088	443083399	443090717	443098041	443105416	443112628	443119862	443127105	443134325
424509586	425193919	442695912	443032032	443039334	443046677	443053996	443061478	443068804	443076096	443083407	443090725	443098058	443105424	443112636	443119870	443127113	443134333
424510634	425194057	442696019	443032040	443039342	443046685	443054002	443061486	443068812	443076104	443083415	443090733	443098066	443105432	443112644	443119888	443127121	443134341
424510709	425194610	442697710	443032057	443039359	443046693	443054010	443061494	443068820	443076112	443083423	443090741	443098074	443105440	443112651	443119896	443127139	443134358
424511301	425194875	442698726	443032065	443039367	443046701	443054028	443061502	443068838	443076120	443083431	443090758	443098082	443105457	443112669	443119904	443127147	443134366
424512333	425195575	442698866	443032073	443039375	443046719	443054036	443061510	443068846	443076138	443083449	443090766	443098090	443105465	443112677	443119912	443127154	443134374
424512465	425196672	442699393	443032081	443039383	443046727	443054044	443061528	443068853	443076146	443083456	443090774	443098108	443105473	443112685	443119920	443127162	443134382
424513034	425199767	442699476	443032099	443039391	443046735	443054051	443061536	443068861	443076153	443083464	443090782	443098116	443105481	443112693	443119938	443127170	443134390
424516540	425200268	442702213	443032107	443039409	443046743	443054069	443061544	443068879	443076161	443083472	443090790	443098124	443105499	443112701	443119946	443127188	443134408
424518660	425208048	442702304	443032115	443039417	443046750	443054077	443061551	443068887	443076179	443083480	443090808	443098132	443105507	443112719	443119953	443127196	443134416
424519478	426055307	442702726	443032123	443039425	443046768	443054085	443061569	443068895	443076187	443083498	443090816	443098140	443105515	443112727	443119961	443127204	443134424
424521045	427337563	442702916	443032131	443039433	443046776	443054093	443061577	443068903	443076195	443083506	443090824	443098157	443105523	443112735	443119979	443127212	443134432
424521946	427345889	442703815	443032149	443039441	443046784	443054101	443061585	443068911	443076203	443083514	443090832	443098165	443105531	443112743	443119987	443127220	443134440
424522886	431847359	442703856	443032156	443039458	443046792	443054119	443061593	443068929	443076211	443083522	443090840	443098181	443105549	443112750	443119995	443127238	443134457

Loan Number	Loan Number
443140926	443148218
443140934	443148226
443140942	443148234
443140959	443148242
443140967	443148259
443140975	443148267
443140983	443148275
443140991	443148283
443141007	443148291
443141015	443148309
443141023	443148317
443141031	443148325
443141049	443148333
443141056	443148341
443141064	443148358
443141072	443148366
443141080	443148374
443141098	443148382
443141106	443148390
443141114	443148408
443141122	443148416
443141130	443148424
443141148	443148432
443141155	443148440
443141163	443148457
443141171	443148465
443141197	443148473
443141205	443148481
443141213	443148499
443141221	443148507
443141239	443148515
443141247	443148523
443141254	443148531
443141262	443148549
443141270	443148556
443141288	443148564
443141296	443148572
443141304	443148580
443141312	443148598
443141320	443148606
443141338	443148614
443141346	443148622
443141353	443148630
443141379	443148648
443141387	443148655
443141395	443148663
443141403	443148671
443141411	443148689
443141429	443148697
443141437	443148705
443141445	443148713
443141452	443148721
443141460	443148739
443141478	443148747
443141486	443148754
443141494	443148762
443141502	443148770
443141510	443148788
443141528	443148796
443141536	443148804
443141544	443148812
443141551	443148820
443141569	443148838
443141577	443148846
443141585	443148853
443141593	443148861
443141601	443148879
443141619	443148887
443141627	443148895
443141635	443148903
443141643	443148911
443141650	443148929
443141668	443148937

24

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424523801	432872851	442703872	443032164	443039466	443046800	443054127	443061601	443068937	443076229	443083530	443090857	443098199	443105556	443112768	443120001	443127246	443134465
424524049	432924462	442704292	443032172	443039474	443046818	443054135	443061619	443068945	443076237	443083548	443090865	443098207	443105564	443112776	443120019	443127253	443134473
424524536	432951333	442704599	443032180	443039482	443046826	443054143	443061627	443068952	443076245	443083555	443090873	443098215	443105572	443112784	443120027	443127261	443134481
424526838	433448289	442705091	443032198	443039490	443046834	443054150	443061635	443068960	443076252	443083563	443090881	443098223	443105580	443112792	443120035	443127279	443134499
424527844	433595667	442705505	443032206	443039508	443046842	443054168	443061643	443068978	443076260	443083571	443090899	443098231	443105598	443112800	443120043	443127287	443134507
424528180	433620994	442706255	443032214	443039516	443046859	443054184	443061650	443068986	443076278	443083589	443090907	443098249	443105606	443112818	443120050	443127295	443134515
424528677	433666765	442706446	443032222	443039524	443046867	443054192	443061668	443068994	443076294	443083597	443090915	443098256	443105614	443112826	443120068	443127303	443134523
424530046	433746617	442706495	443032230	443039532	443046875	443054200	443061676	443069000	443076302	443083605	443090931	443098264	443105622	443112834	443120076	443127311	443134531
424530137	433777745	442707923	443032248	443039540	443046883	443054218	443061684	443069018	443076310	443083613	443090949	443098272	443105630	443112842	443120084	443127329	443134549
424530335	433784451	442708053	443032255	443039557	443046891	443054226	443061692	443069026	443076328	443083621	443090956	443098280	443105648	443112859	443120092	443127337	443134556
424530418	433785342	442708715	443032263	443039565	443046909	443054234	443061700	443069034	443076336	443083639	443090964	443098298	443105655	443112867	443120100	443127345	443134564
424530848	433807567	442709408	443032271	443039573	443046917	443054242	443061718	443069042	443076344	443083647	443090972	443098306	443105663	443112875	443120118	443127352	443134572
424531572	433815800	442709713	443032289	443039581	443046925	443054259	443061726	443069059	443076351	443083654	443090980	443098314	443105671	443112883	443120126	443127360	443134580
424533032	433833605	442709952	443032297	443039599	443046933	443054267	443061734	443069067	443076369	443083662	443090998	443098322	443105689	443112891	443120134	443127378	443134598
424533495	433849288	442710984	443032305	443039607	443046941	443054275	443061742	443069075	443076377	443083670	443091004	443098330	443105697	443112909	443120142	443127386	443134606
424534808	433876935	442711016	443032313	443039615	443046958	443054283	443061759	443069083	443076385	443083688	443091038	443098348	443105705	443112917	443120159	443127394	443134614
424536225	433891843	442711271	443032321	443039623	443046966	443054291	443061767	443069091	443076393	443083696	443091046	443098355	443105713	443112925	443120167	443127402	443134622
424537553	433914199	442713442	443032339	443039631	443046974	443054309	443061775	443069109	443076401	443083704	443091053	443098363	443105721	443112933	443120175	443127410	443134630
424538130	433934015	442714424	443032347	443039649	443046982	443054317	443061783	443069117	443076419	443083712	443091079	443098371	443105739	443112941	443120183	443127428	443134648
424538262	433935202	442714895	443032354	443039656	443047006	443054325	443061791	443069125	443076427	443083720	443091087	443098389	443105747	443112958	443120191	443127436	443134655
424538916	433944089	442714945	443032362	443039664	443047014	443054333	443061809	443069133	443076435	443083738	443091095	443098397	443105754	443112966	443120209	443127444	443134663
424540680	433946001	442715421	443032370	443039672	443047022	443054341	443061817	443069141	443076443	443083746	443091103	443098405	443105762	443112974	443120217	443127451	443134671
424545341	433953726	442715991	443032388	443039680	443047030	443054358	443061825	443069158	443076450	443083753	443091111	443098413	443105770	443112982	443120225	443127469	443134689
424546299	433984440	442716650	443032396	443039698	443047055	443054366	443061833	443069166	443076468	443083761	443091129	443098421	443105788	443112990	443120233	443127477	443134697
424548261	434001186	442717013	443032404	443039706	443047063	443054374	443061841	443069174	443076476	443083779	443091137	443098439	443105796	443113006	443120241	443127485	443134705
424549822	434042990	442717088	443032412	443039714	443047071	443054382	443061858	443069182	443076484	443083787	443091145	443098447	443105804	443113014	443120258	443127493	443134713
424549871	434056768	442717906	443032420	443039722	443047089	443054390	443061866	443069190	443076492	443083795	443091152	443098454	443105812	443113022	443120266	443127501	443134721
424553873	434060950	442717963	443032438	443039730	443047097	443054408	443061874	443069208	443076500	443083803	443091160	443098462	443105820	443113030	443120274	443127519	443134739
424554020	434184115	442718151	443032446	443039748	443047105	443054416	443061882	443069216	443076518	443083811	443091178	443098470	443105838	443113048	443120282	443127527	443134747
424554350	434188546	442719217	443032453	443039755	443047113	443054424	443061890	443069224	443076526	443083829	443091186	443098488	443105846	443113055	443120290	443127535	443134754
424555076	434248274	442719647	443032461	443039763	443047121	443054432	443061908	443069232	443076534	443083837	443091194	443098496	443105853	443113063	443120308	443127543	443134762
424555233	434447918	442719662	443032479	443039771	443047139	443054440	443061916	443069240	443076542	443083845	443091202	443098504	443105861	443113071	443120316	443127550	443134770
424556512	435827738	442720165	443032487	443039789	443047147	443054457	443061924	443069265	443076559	443083852	443091210	443098512	443105879	443113089	443120324	443127568	443134788
424557825	435978986	442720769	443032495	443039797	443047154	443054465	443061932	443069273	443076567	443083860	443091228	443098520	443105887	443113097	443120332	443127576	443134796
424558906	436050017	442721395	443032503	443039805	443047162	443054473	443061940	443069299	443076575	443083878	443091236	443098538	443105895	443113105	443120340	443127584	443134804
424558948	436073639	442722070	443032511	443039821	443047170	443054481	443061957	443069307	443076583	443083886	443091244	443098553	443105903	443113113	443120357	443127600	443134812
424559060	436075295	442722229	443032529	443039839	443047188	443054507	443061965	443069315	443076591	443083894	443091251	443098561	443105911	443113121	443120365	443127618	443134820
424559425	436087449	442722252	443032537	443039847	443047196	443054515	443061973	443069323	443076609	443083902	443091269	443098579	443105929	443113139	443120373	443127626	443134838
424560506	436118228	442722971	443032545	443039854	443047204	443054523	443061981	443069331	443076617	443083910	443091277	443098587	443105937	443113147	443120381	443127634	443134846
424561983	436118574	442723458	443032552	443039862	443047212	443054531	443061999	443069349	443076625	443083928	443091285	443098595	443105945	443113154	443120399	443127642	443134853
424565547	436127880	442723524	443032560	443039870	443047220	443054549	443062005	443069356	443076633	443083936	443091293	443098603	443105952	443113162	443120407	443127659	443134861
424571875	436133094	442724316	443032578	443039888	443047238	443054556	443062013	443069364	443076641	443083944	443091301	443098611	443105960	443113170	443120415	443127667	443134879
424572162	436180327	442724969	443032586	443039896	443047246	443054564	443062021	443069372	443076658	443083951	443091319	443098629	443105978	443113188	443120423	443127675	443134887
424573426	436186613	442726444	443032594	443039904	443047253	443054572	443062039	443069380	443076666	443083969	443091327	443098637	443105986	443113196	443120431	443127683	443134895
424573764	436186894	442726956	443032602	443039912	443047261	443054598	443062047	443069398	443076674	443083977	443091335	443098645	443105994	443113204	443120449	443127691	443134903
424575561	436206932	442727699	443032610	443039920	443047279	443054606	443062054	443069406	443076682	443083985	443091343	443098652	443106000	443113212	443120456	443127709	443134911
424577799	436223523	442728879	443032628	443039938	443047287	443054614	443062062	443069414	443076690	443083993	443091350	443098660	443106018	443113220	443120464	443127717	443134929
424578243	436246003	442728960	443032636	443039946	443047295	443054622	443062070	443069422	443076708	443084009	443091368	443098678	443106026	443113238	443120472	443127725	443134937
424578912	436247142	442730024	443032644	443039953	443047303	443054630	443062088	443069448	443076716	443084017	443091376	443098686	443106034	443113246	443120480	443127733	443134945
424581163	436264543	442730131	443032651	443039961	443047311	443054648	443062096	443069455	443076724	443084025	443091384	443098694	443106042	443113253	443120498	443127741	443134952
424581486	436312516	442730164	443032669	443039979	443047329	443054655	443062104	443069463	443076732	443084033	443091392	443098702	443106059	443113261	443120506	443127758	443134960
424583557	436340400	442731691	443032677	443039987	443047337	443054663	443062112	443069471	443076740	443084041	443091400	443098710	443106067	443113279	443120514	443127766	443134978
424583664	436366694	442732335	443032685	443039995	443047345	443054671	443062120	443069489	443076757	443084058	443091418	443098728	443106075	443113287	443120522	443127774	443134986
424584019	436411847	442732400	443032693	443040001	443047352	443054689	443062138	443069497	443076765	443084066	443091426	443098744	443106083	443113295	443120530	443127782	443134994
424584431	436412258	442732566	443032701	443040019	443047360	443054697	443062146	443069505	443076781	443084074	443091434	443098751	443106091	443113303	443120548	443127790	443135009
424588036	436422653	442732806	443032719	443040027	443047378	443054705	443062161	443069513	443076799	443084082	443091442	443098769	443106109	443113311	443120555	443127808	443135017
424590966	436466122	442734000	443032727	443040035	443047386	443054713	443062179	443069521	443076807	443084090	443091459	443098777	443106117	443113329	443120563	443127816	443135025
424593424	436474142	442734216	443032735	443040043	443047394	443054721	443062187	443069539	443076815	443084108	443091467	443098785	443106125	443113337	443120571	443127824	443135033
424594745	436487839	442734984	443032750	443040050	443047402	443054739	443062195	443069547	443076823	443084124	443091475	443098793	443106133	443113345	443120589	443127832	443135041
424595098	436515894	442735338	443032768	443040076	443047410	443054747	443062203	443069554	443076831	443084140	443091483	443098801	443106141	443113352	443120597	443127840	443135058
424596716	436521884	442735411	443032776	443040084	443047428	443054754	443062211	443069570	443076849	443084165	443091491	443098819	443106158	443113360	443120605	443127857	443135066
424596989	436523765	442739959	443032784	443040092	443047436	443054762	443062229	443069588	443076856	443084173	443091509	443098827	443106166	443113378	443120613	443127865	443135074
424600484	436548648	442740452	443032792	443040100	443047444	443054770	443062237	443069596	443076864	443084181	443091517	443098835	443106174	443113386	443120621	443127873	443135082
424601730	436556674	442740932	443032800	443040118	443047451	443054788	443062245	443069604	443076872	443084199	443091525	443098843	443106182	443113394	443120639	443127881	443135090
424603728	436571400	442741922	443032818	443040126	443047469	443054796	443062252	443069612	443076880	443084207	443091533	443098850	443106190	443113402	443120647	443127899	443135108
424604361	436572788	442743266	443032826	443040134	443047477	443054804	443062260	443069620	443076898	443084215	443091541	443098868	443106208	443113410	443120654	443127907	443135116
424605640	436578215	442743670	443032834	443040142	443047485	443054812	443062278	443069638	443076906	443084223	443091558	443098876	443106216	443113428	443120662	443127915	443135124
424605657	436585137	442744959	443032842	443040159	443047493	443054820	443062286	443069646	443076914	443084231	443091566	443098884	443106224	443113436	443120670	443127923	443135132
424605673	436586283	442745568	443032859	443040167	443047501	443054838	443062294	443069661	443076922	443084249	443091582	443098892	443106232	443113444	443120688	443127931	443135140
424606556	436647580	442746095	443032867	443040175	443047519	443054846	443062302	443069679	443076930	443084256	443091590	443098900	443106240	443113451	443120696	443127949	443135157
424607018	436663751	442746459	443032875	443040183	443047527	443054853	443062310	443069687	443076948	443084264	443091608	443098918	443106257	443113469	443120704	443127956	443135165
424607463	436663827	442748505	443032883	443040191	443047535	443054861	443062328	443069695	443076955	443084272	443091616	443098926	443106265	443113477	443120712	443127964	443135173
424608289	436676647	442749263	443032891	443040209	443047543	443054879	443062336	443069703	443076963	443084280	443091624	443098934	443106273	443113485	443120720	443127972	443135181

Loan Number	Loan Number
443141676	443148945
443141684	443148952
443141692	443148960
443141700	443148978
443141718	443148986
443141726	443148994
443141734	443149000
443141742	443149018
443141759	443149026
443141767	443149034
443141775	443149042
443141783	443149059
443141791	443149067
443141809	443149075
443141817	443149083
443141825	443149091
443141833	443149109
443141841	443149117
443141858	443149125
443141866	443149133
443141874	443149141
443141882	443149158
443141890	443149166
443141908	443149174
443141916	443149182
443141924	443149190
443141932	443149208
443141940	443149216
443141957	443149224
443141965	443149232
443141973	443149240
443141981	443149257
443141999	443149265
443142005	443149273
443142013	443149281
443142021	443149299
443142039	443149307
443142047	443149315
443142054	443149323
443142062	443149331
443142070	443149349
443142088	443149356
443142096	443149364
443142104	443149372
443142112	443149398
443142120	443149406
443142138	443149422
443142146	443149430
443142153	443149448
443142161	443149455
443142179	443149463
443142187	443149471
443142195	443149489
443142203	443149497
443142211	443149505
443142229	443149513
443142237	443149521
443142245	443149539
443142252	443149547
443142260	443149554
443142278	443149562
443142286	443149570
443142294	443149588
443142302	443149596
443142310	443149604
443142328	443149612
443142336	443149620
443142344	443149638
443142351	443149646
443142369	443149653
443142377	443149661
443142385	443149679
443142393	443149695

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424612406	436680797	442753075	443032909	443040217	443047550	443054887	443062344	443069711	443076971	443084298	443091632	443098942	443106281	443113493	443120738	443127980	443135199
424615664	436708473	442753638	443032917	443040225	443047568	443054895	443062351	443069729	443076989	443084306	443091640	443098959	443106299	443113501	443120746	443127998	443135207
424615797	436763874	442754867	443032925	443040233	443047576	443054911	443062369	443069737	443076997	443084314	443091657	443098967	443106307	443113519	443120753	443128004	443135215
424616407	436771554	442755831	443032933	443040241	443047584	443054929	443062377	443069745	443077003	443084322	443091665	443098975	443106315	443113527	443120761	443128012	443135223
424617488	436814768	442759916	443032941	443040258	443047592	443054937	443062385	443069752	443077011	443084330	443091673	443098983	443106323	443113535	443120779	443128020	443135231
424618601	436815567	442760377	443032958	443040266	443047600	443054945	443062393	443069760	443077029	443084348	443091681	443098991	443106331	443113543	443120787	443128038	443135249
424618791	436823520	442760989	443032966	443040274	443047618	443054952	443062401	443069778	443077037	443084363	443091699	443099007	443106349	443113550	443120795	443128046	443135256
424619203	436845820	442762084	443032974	443040282	443047634	443054960	443062419	443069786	443077045	443084371	443091707	443099015	443106356	443113576	443120803	443128053	443135264
424619716	436856405	442763413	443032982	443040290	443047642	443054978	443062427	443069794	443077052	443084389	443091715	443099023	443106364	443113584	443120811	443128061	443135272
424620870	436876874	442763710	443032990	443040308	443047659	443054986	443062435	443069802	443077060	443084397	443091723	443099031	443106372	443113592	443120829	443128079	443135280
424621035	436885875	442764288	443033006	443040316	443047667	443054994	443062443	443069810	443077086	443084405	443091731	443099049	443106380	443113600	443120837	443128087	443135298
424622041	436886386	442765319	443033014	443040324	443047675	443055009	443062450	443069828	443077094	443084413	443091749	443099056	443106398	443113618	443120845	443128095	443135306
424622363	436909980	442765582	443033022	443040332	443047683	443055017	443062468	443069836	443077102	443084421	443091756	443099064	443106406	443113626	443120852	443128103	443135314
424622660	436920805	442766895	443033048	443040340	443047691	443055025	443062476	443069844	443077110	443084439	443091764	443099080	443106414	443113634	443120860	443128111	443135322
424626984	436929178	442768149	443033055	443040357	443047709	443055033	443062484	443069851	443077128	443084447	443091772	443099098	443106422	443113642	443120878	443128129	443135330
424628311	436941173	442769733	443033063	443040365	443047717	443055041	443062492	443069869	443077136	443084454	443091780	443099106	443106430	443113659	443120886	443128137	443135348
424631653	436979934	442770608	443033071	443040373	443047725	443055058	443062500	443069877	443077144	443084462	443091798	443099114	443106448	443113667	443120894	443128145	443135355
424631877	436986137	442771101	443033089	443040381	443047733	443055066	443062518	443069885	443077151	443084470	443091806	443099122	443106455	443113683	443120902	443128152	443135363
424632032	436989842	442772786	443033097	443040399	443047741	443055074	443062526	443069893	443077169	443084488	443091814	443099130	443106463	443113691	443120910	443128160	443135371
424632172	437029168	442773800	443033105	443040415	443047758	443055082	443062534	443069901	443077177	443084496	443091822	443099148	443106471	443113709	443120928	443128178	443135389
424634665	437032428	442774634	443033113	443040423	443047766	443055090	443062542	443069919	443077185	443084504	443091830	443099155	443106489	443113717	443120936	443128186	443135397
424634855	437032436	442774857	443033121	443040431	443047774	443055108	443062559	443069927	443077193	443084512	443091848	443099163	443106497	443113725	443120944	443128194	443135405
424635605	437101090	442775094	443033139	443040449	443047782	443055116	443062567	443069935	443077201	443084520	443091855	443099171	443106505	443113733	443120951	443128202	443135413
424636181	437123268	442775524	443033147	443040456	443047790	443055124	443062575	443069943	443077219	443084538	443091863	443099189	443106513	443113741	443120969	443128210	443135421
424636926	437171523	442776456	443033154	443040464	443047808	443055132	443062583	443069950	443077227	443084546	443091871	443099197	443106521	443113758	443120977	443128228	443135439
424639185	437172885	442776753	443033162	443040472	443047816	443055140	443062591	443069968	443077235	443084553	443091889	443099205	443106539	443113766	443120985	443128236	443135447
424640233	437176266	442777553	443033170	443040480	443047824	443055157	443062609	443069976	443077243	443084561	443091897	443099213	443106547	443113774	443120993	443128244	443135454
424640431	440876514	442779419	443033188	443040498	443047832	443055165	443062617	443069984	443077250	443084579	443091905	443099221	443106554	443113782	443121009	443128251	443135462
424641058	440877140	442780227	443033196	443040506	443047840	443055173	443062625	443069992	443077268	443084587	443091913	443099239	443106562	443113790	443121017	443128269	443135470
424641777	440881183	442780706	443033204	443040514	443047857	443055181	443062633	443070008	443077276	443084595	443091921	443099247	443106570	443113808	443121025	443128277	443135488
424642031	440890564	442781001	443033212	443040522	443047865	443055199	443062641	443070016	443077284	443084603	443091939	443099254	443106588	443113816	443121033	443128285	443135496
424642346	440913945	442781167	443033220	443040530	443047873	443055207	443062658	443070024	443077292	443084611	443091947	443099262	443106596	443113824	443121041	443128293	443135504
424642866	440942209	442782512	443033238	443040548	443047881	443055215	443062666	443070032	443077300	443084629	443091954	443099270	443106604	443113832	443121058	443128301	443135512
424645976	440944643	442782603	443033246	443040555	443047899	443055223	443062674	443070040	443077318	443084645	443091962	443099288	443106612	443113840	443121066	443128319	443135520
424648707	440944874	442783031	443033253	443040563	443047907	443055231	443062682	443070057	443077326	443084652	443091970	443099296	443106620	443113857	443121074	443128327	443135538
424648764	440949881	442783973	443033261	443040571	443047915	443055249	443062690	443070065	443077334	443084660	443091988	443099304	443106638	443113865	443121082	443128335	443135546
424649150	440963502	442784617	443033279	443040589	443047923	443055256	443062708	443070073	443077342	443084686	443091996	443099312	443106646	443113873	443121090	443128343	443135553
424650232	440998961	442784765	443033287	443040597	443047931	443055264	443062716	443070081	443077359	443084694	443092002	443099320	443106653	443113881	443121108	443128350	443135561
424650562	441000965	442785135	443033295	443040605	443047949	443055272	443062724	443070099	443077367	443084702	443092010	443099338	443106661	443113899	443121116	443128368	443135579
424652964	441018637	442786018	443033303	443040613	443047956	443055280	443062732	443070107	443077375	443084710	443092028	443099346	443106679	443113907	443121124	443128376	443135587
424655645	441020104	442786091	443033311	443040621	443047964	443055298	443062740	443070115	443077383	443084728	443092036	443099353	443106687	443113915	443121132	443128384	443135603
424657419	441036696	442786208	443033337	443040639	443047972	443055306	443062757	443070123	443077391	443084736	443092044	443099361	443106695	443113923	443121140	443128392	443135611
424657757	441056611	442786315	443033345	443040647	443047980	443055314	443062765	443070131	443077409	443084744	443092051	443099379	443106703	443113931	443121157	443128400	443135629
424659126	441065851	442788162	443033352	443040654	443047998	443055322	443062773	443070149	443077417	443084751	443092069	443099387	443106711	443113949	443121165	443128418	443135637
424659597	441082294	442788220	443033360	443040662	443048004	443055330	443062781	443070156	443077425	443084769	443092077	443099395	443106729	443113956	443121173	443128426	443135645
424661775	441093630	442789079	443033378	443040670	443048012	443055348	443062799	443070164	443077433	443084777	443092085	443099403	443106737	443113964	443121181	443128434	443135652
424665883	441121241	442792057	443033386	443040688	443048020	443055355	443062807	443070172	443077441	443084785	443092093	443099411	443106745	443113972	443121199	443128442	443135660
424668432	441121910	442792115	443033394	443040696	443048038	443055363	443062815	443070180	443077458	443084793	443092101	443099429	443106752	443113980	443121207	443128459	443135678
424668820	441130069	442794889	443033402	443040712	443048046	443055371	443062823	443070198	443077466	443084801	443092119	443099437	443106760	443113998	443121215	443128467	443135686
424668952	441139151	442797825	443033410	443040720	443048053	443055389	443062849	443070206	443077474	443084819	443092127	443099445	443106778	443114004	443121223	443128475	443135694
424669158	441163219	442799474	443033428	443040738	443048061	443055397	443062856	443070214	443077482	443084827	443092135	443099452	443106786	443114012	443121231	443128483	443135702
424670446	441172632	442800025	443033436	443040746	443048079	443055405	443062864	443070222	443077490	443084835	443092143	443099460	443106794	443114020	443121249	443128491	443135710
424670552	441175528	442800538	443033444	443040753	443048087	443055413	443062872	443070230	443077508	443084843	443092150	443099478	443106802	443114038	443121256	443128509	443135728
424674414	441176237	442801247	443033451	443040761	443048095	443055421	443062880	443070248	443077516	443084850	443092184	443099486	443106810	443114046	443121264	443128517	443135736
424676856	441188166	442803219	443033469	443040779	443048103	443055439	443062898	443070255	443077524	443084868	443092192	443099494	443106828	443114053	443121272	443128525	443135744
424677128	441195666	442803706	443033477	443040787	443048111	443055447	443062906	443070263	443077532	443084876	443092200	443099502	443106836	443114061	443121280	443128533	443135751
424677615	441198710	442805321	443033485	443040795	443048129	443055454	443062914	443070271	443077540	443084884	443092218	443099510	443106844	443114079	443121298	443128541	443135769
424677912	441234416	442805594	443033493	443040803	443048137	443055462	443062922	443070289	443077557	443084892	443092226	443099528	443106851	443114087	443121306	443128558	443135777
424677946	441274701	442805701	443033501	443040811	443048145	443055488	443062930	443070297	443077565	443084900	443092234	443099536	443106869	443114095	443121314	443128566	443135785
424678431	441282423	442806055	443033519	443040829	443048152	443055496	443062948	443070305	443077573	443084918	443092242	443099544	443106877	443114103	443121322	443128574	443135793
424679090	441291523	442806691	443033527	443040837	443048160	443055504	443062955	443070313	443077581	443084926	443092259	443099551	443106885	443114111	443121330	443128582	443135801
424679827	441296324	442808838	443033535	443040845	443048178	443055512	443062963	443070321	443077599	443084942	443092267	443099569	443106893	443114129	443121348	443128608	443135819
424681633	441297314	442809877	443033543	443040852	443048186	443055546	443062971	443070339	443077607	443084959	443092275	443099577	443106901	443114137	443121355	443128616	443135827
424681716	441328986	442810370	443033550	443040860	443048194	443055553	443062989	443070347	443077615	443084967	443092283	443099585	443106919	443114145	443121363	443128624	443135835
424683340	441352499	442811063	443033568	443040878	443048202	443055561	443062997	443070354	443077623	443084975	443092291	443099593	443106927	443114152	443121371	443128632	443135843
424683589	441357522	442812152	443033576	443040886	443048210	443055579	443063003	443070362	443077631	443084983	443092309	443099601	443106935	443114160	443121389	443128640	443135850
424683738	441357795	442813242	443033584	443040894	443048228	443055587	443063011	443070370	443077649	443084991	443092317	443099619	443106943	443114178	443121397	443128657	443135868
424684272	441357944	442817797	443033592	443040902	443048236	443055595	443063029	443070388	443077656	443085006	443092325	443099627	443106950	443114194	443121405	443128665	443135876
424685345	441367737	442818613	443033600	443040910	443048244	443055629	443063037	443070396	443077664	443085014	443092333	443099635	443106968	443114202	443121413	443128673	443135884
424687143	441399490	442818753	443033618	443040928	443048251	443055637	443063045	443070404	443077672	443085022	443092341	443099643	443106976	443114210	443121421	443128681	443135892
424689909	441425345	442819728	443033626	443040944	443048269	443055645	443063052	443070412	443077680	443085030	443092358	443099650	443106984	443114228	443121439	443128699	443135900
424690857	441434859	442821567	443033634	443040951	443048277	443055652	443063060	443070420	443077698	443085048	443092366	443099668	443106992	443114236	443121447	443128707	443135918
424691053	441440138	442821666	443033642	443040969	443048285	443055660	443063078	443070438	443077706	443085055	443092374	443099676	443107008	443114244	443121454	443128715	443135926

Loan Number	Loan Number
443142401	443149703
443142419	443149711
443142427	443149729
443142435	443149737
443142443	443149745
443142450	443149752
443142468	443149760
443142476	443149778
443142484	443149786
443142492	443149794
443142500	443149802
443142518	443149810
443142526	443149828
443142534	443149836
443142542	443149851
443142559	443149869
443142567	443149877
443142575	443149885
443142583	443149893
443142591	443149901
443142609	443149919
443142617	443149927
443142633	443149935
443142641	443149943
443142658	443149950
443142666	443149968
443142674	443149976
443142682	443149984
443142690	443149992
443142708	443150008
443142716	443150016
443142724	443150024
443142732	443150032
443142740	443150040
443142757	443150057
443142765	443150065
443142773	443150073
443142781	443150081
443142807	443150099
443142815	443150107
443142823	443150115
443142831	443150123
443142849	443150131
443142856	443150149
443142864	443150156
443142872	443150164
443142880	443150172
443142898	443150180
443142906	443150198
443142914	443150206
443142922	443150214
443142930	443150222
443142948	443150230
443142955	443150248
443142963	443150255
443142971	443150263
443142989	443150271
443142997	443150289
443143003	443150297
443143011	443150305
443143029	443150313
443143037	443150321
443143045	443150339
443143052	443150347
443143060	443150354
443143078	443150362
443143086	443150370
443143094	443150388
443143102	443150396
443143110	443150404
443143128	443150412
443143136	443150420
443143144	443150438

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424691145	441441219	442821971	443033659	443040977	443048293	443055678	443063086	443070446	443077714	443085063	443092382	443099684	443107016	443114251	443121462	443128723	443135934
424691509	441448222	442822193	443033667	443040985	443048301	443055686	443063102	443070453	443077722	443085071	443092390	443099692	443107024	443114269	443121470	443128731	443135942
424692515	441452570	442822870	443033675	443040993	443048319	443055694	443063110	443070461	443077730	443085089	443092408	443099700	443107032	443114277	443121488	443128749	443135959
424695476	441454576	442824348	443033683	443041009	443048327	443055710	443063128	443070479	443077748	443085097	443092416	443099718	443107040	443114285	443121496	443128756	443135967
424695567	441460052	442825931	443033691	443041017	443048335	443055728	443063136	443070487	443077755	443085105	443092424	443099726	443107057	443114293	443121504	443128764	443135975
424697233	441469335	442826392	443033709	443041025	443048343	443055736	443063144	443070495	443077763	443085113	443092432	443099734	443107065	443114301	443121512	443128772	443135983
424701720	441470366	442826830	443033717	443041033	443048350	443055744	443063151	443070503	443077771	443085121	443092440	443099742	443107073	443114319	443121520	443128780	443135991
424702157	441470440	442826855	443033725	443041041	443048368	443055751	443063169	443070511	443077789	443085139	443092457	443099759	443107081	443114327	443121546	443128798	443136007
424702330	441473261	442826939	443033733	443041058	443048384	443055769	443063177	443070529	443077797	443085147	443092465	443099767	443107099	443114335	443121553	443128806	443136015
424702348	441485026	442827549	443033741	443041066	443048392	443055777	443063185	443070537	443077805	443085154	443092473	443099775	443107107	443114343	443121561	443128814	443136023
424703155	441490067	442828349	443033758	443041074	443048400	443055785	443063193	443070545	443077813	443085162	443092481	443099783	443107115	443114350	443121579	443128822	443136031
424703163	441495355	442830006	443033766	443041082	443048418	443055793	443063201	443070552	443077821	443085170	443092499	443099791	443107123	443114368	443121587	443128830	443136049
424704294	441505799	442831509	443033774	443041090	443048426	443055801	443063219	443070560	443077839	443085188	443092507	443099809	443107131	443114376	443121595	443128848	443136056
424705200	441507118	442832150	443033782	443041108	443048434	443055819	443063227	443070578	443077847	443085196	443092515	443099817	443107149	443114384	443121603	443128855	443136064
424705655	441516424	442834289	443033790	443041116	443048442	443055827	443063235	443070586	443077854	443085204	443092523	443099825	443107156	443114392	443121611	443128863	443136072
424707602	441519790	442834917	443033824	443041124	443048459	443055835	443063243	443070594	443077862	443085212	443092531	443099833	443107164	443114400	443121629	443128871	443136080
424708717	441532934	442836953	443033832	443041132	443048467	443055843	443063250	443070602	443077870	443085220	443092549	443099841	443107172	443114418	443121637	443128889	443136106
424709137	441542438	442837894	443033840	443041140	443048475	443055850	443063268	443070610	443077888	443085238	443092556	443099858	443107180	443114426	443121645	443128897	443136114
424709186	441544319	442837985	443033857	443041157	443048483	443055868	443063284	443070628	443077896	443085246	443092564	443099866	443107198	443114434	443121652	443128905	443136122
424709285	441563699	442841342	443033865	443041165	443048491	443055876	443063292	443070636	443077904	443085253	443092572	443099874	443107206	443114442	443121660	443128913	443136130
424710176	441579786	442841706	443033873	443041173	443048509	443055884	443063300	443070644	443077912	443085261	443092580	443099882	443107214	443114459	443121678	443128921	443136148
424711927	441581063	442841953	443033881	443041181	443048517	443055892	443063318	443070651	443077920	443085279	443092598	443099890	443107222	443114467	443121686	443128939	443136155
424712701	441587508	442842134	443033899	443041199	443048525	443055900	443063326	443070669	443077938	443085287	443092606	443099916	443107230	443114475	443121694	443128947	443136163
424712990	441591773	442842902	443033907	443041215	443048533	443055918	443063334	443070677	443077946	443085295	443092614	443099924	443107248	443114483	443121702	443128954	443136171
424713238	441594165	442843389	443033915	443041223	443048558	443055926	443063342	443070685	443077953	443085303	443092622	443099932	443107255	443114491	443121710	443128962	443136189
424713469	441595550	442843959	443033923	443041231	443048566	443055934	443063359	443070693	443077961	443085311	443092630	443099940	443107263	443114509	443121728	443128970	443136197
424715092	441596897	442846234	443033931	443041249	443048574	443055942	443063367	443070701	443077979	443085329	443092648	443099957	443107271	443114517	443121736	443128988	443136205
424715225	441604717	442848248	443033949	443041256	443048582	443055959	443063375	443070719	443077987	443085337	443092655	443099965	443107289	443114525	443121744	443128996	443136213
424715894	441609211	442849683	443033956	443041264	443048590	443055967	443063383	443070727	443077995	443085345	443092663	443099973	443107297	443114533	443121751	443129002	443136221
424715977	441624194	442849717	443033964	443041272	443048608	443055975	443063391	443070735	443078019	443085352	443092671	443099981	443107305	443114541	443121769	443129010	443136239
424716165	441624483	442849758	443033972	443041298	443048616	443055983	443063409	443070743	443078027	443085360	443092689	443099999	443107313	443114558	443121777	443129028	443136247
424716561	441629383	442850830	443033980	443041306	443048624	443055991	443063417	443070750	443078035	443085378	443092697	443100003	443107321	443114566	443121785	443129036	443136254
424717031	441630233	442853511	443033998	443041314	443048632	443056007	443063425	443070768	443078043	443085394	443092705	443100011	443107339	443114574	443121793	443129044	443136262
424722320	441641008	442854329	443034004	443041322	443048640	443056015	443063433	443070776	443078050	443085402	443092713	443100029	443107347	443114582	443121801	443129051	443136270
424722858	441647294	442854477	443034012	443041330	443048657	443056023	443063441	443070784	443078068	443085410	443092721	443100037	443107354	443114590	443121819	443129069	443136288
424723344	441653490	442855409	443034020	443041348	443048665	443056031	443063458	443070792	443078076	443085428	443092739	443100045	443107362	443114608	443121827	443129077	443136296
424726222	441656592	442858304	443034038	443041355	443048673	443056049	443063466	443070800	443078084	443085436	443092747	443100052	443107370	443114616	443121835	443129085	443136304
424726818	441656733	442858940	443034046	443041363	443048681	443056056	443063482	443070818	443078092	443085444	443092754	443100060	443107388	443114624	443121843	443129093	443136312
424727014	441657509	442859922	443034053	443041371	443048699	443056064	443063490	443070826	443078100	443085451	443092762	443100078	443107396	443114632	443121850	443129101	443136320
424729028	441666054	442860904	443034061	443041389	443048707	443056072	443063508	443070834	443078118	443085477	443092770	443100086	443107404	443114640	443121868	443129119	443136338
424729713	441668399	442861175	443034079	443041405	443048715	443056080	443063516	443070842	443078126	443085485	443092788	443100094	443107412	443114657	443121876	443129127	443136346
424730638	441670692	442861498	443034087	443041413	443048723	443056098	443063524	443070859	443078134	443085493	443092796	443100102	443107420	443114665	443121884	443129135	443136353
424731479	441672466	442863296	443034095	443041421	443048731	443056106	443063532	443070867	443078142	443085501	443092804	443100110	443107438	443114673	443121892	443129143	443136361
424732840	441673332	442863544	443034103	443041439	443048749	443056114	443063540	443070875	443078159	443085519	443092812	443100128	443107446	443114681	443121900	443129150	443136379
424734283	441679289	442864864	443034111	443041447	443048756	443056122	443063557	443070883	443078167	443085527	443092820	443100136	443107453	443114699	443121918	443129168	443136387
424734432	441682523	442865374	443034129	443041454	443048764	443056130	443063565	443070891	443078175	443085535	443092838	443100144	443107461	443114707	443121926	443129176	443136395
424735173	441686896	442868493	443034137	443041462	443048772	443056148	443063573	443070909	443078183	443085543	443092846	443100151	443107479	443114715	443121934	443129184	443136403
424735207	441687084	442875779	443034145	443041470	443048780	443056155	443063581	443070917	443078191	443085550	443092853	443100169	443107487	443114723	443121942	443129192	443136411
424736072	441687621	442877007	443034152	443041488	443048798	443056163	443063599	443070925	443078209	443085568	443092861	443100177	443107495	443114731	443121959	443129200	443136429
424736155	441688041	442877163	443034160	443041496	443048806	443056171	443063607	443070933	443078217	443085576	443092879	443100185	443107503	443114749	443121967	443129218	443136437
424736510	441688280	442877304	443034178	443041504	443048814	443056189	443063615	443070941	443078225	443085584	443092887	443100193	443107511	443114756	443121975	443129226	443136445
424737294	441693017	442878229	443034186	443041512	443048822	443056197	443063623	443070958	443078233	443085592	443092895	443100201	443107529	443114772	443121983	443129234	443136452
424737542	441699154	442879078	443034194	443041520	443048830	443056205	443063631	443070966	443078241	443085600	443092911	443100219	443107537	443114780	443121991	443129259	443136460
424738243	441701364	442879987	443034202	443041538	443048848	443056213	443063649	443070974	443078258	443085618	443092929	443100227	443107545	443114798	443122007	443129267	443136478
424738268	441713930	442880530	443034210	443041546	443048855	443056221	443063656	443070982	443078266	443085626	443092937	443100235	443107552	443114806	443122015	443129275	443136486
424738466	441716974	442880845	443034228	443041553	443048863	443056239	443063664	443070990	443078274	443085634	443092945	443100243	443107560	443114814	443122023	443129283	443136494
424741155	441719937	442882874	443034236	443041561	443048871	443056247	443063672	443071006	443078282	443085642	443092952	443100250	443107578	443114822	443122031	443129291	443136502
424743896	441721040	442883617	443034244	443041579	443048889	443056254	443063680	443071014	443078290	443085659	443092960	443100268	443107586	443114830	443122049	443129309	443136510
424745644	441732708	442884508	443034251	443041587	443048897	443056262	443063698	443071022	443078308	443085667	443092978	443100276	443107602	443114848	443122056	443129317	443136528
424746568	441733151	442884854	443034269	443041595	443048905	443056270	443063706	443071030	443078316	443085675	443092986	443100284	443107610	443114855	443122064	443129325	443136536
424747616	441734381	442885026	443034277	443041603	443048913	443056288	443063714	443071048	443078332	443085683	443092994	443100292	443107628	443114863	443122072	443129333	443136544
424747889	441735180	442885042	443034285	443041611	443048921	443056296	443063722	443071055	443078340	443085691	443093000	443100300	443107636	443114871	443122080	443129341	443136551
424749273	441742095	442885257	443034293	443041629	443048939	443056304	443063730	443071063	443078357	443085709	443093018	443100318	443107644	443114889	443122098	443129358	443136569
424749489	441749124	442885315	443034301	443041637	443048947	443056312	443063755	443071071	443078365	443085717	443093026	443100326	443107651	443114897	443122106	443129366	443136577
424749760	441765856	442890414	443034319	443041645	443048954	443056320	443063763	443071089	443078373	443085725	443093034	443100334	443107669	443114905	443122114	443129374	443136585
424749786	441773702	442890547	443034327	443041652	443048962	443056338	443063771	443071097	443078381	443085733	443093042	443100359	443107677	443114913	443122122	443129382	443136593
424750297	441775392	442890653	443034335	443041660	443048970	443056346	443063789	443071105	443078399	443085741	443093067	443100367	443107685	443114921	443122130	443129390	443136601
424752236	441777166	442890703	443034343	443041678	443048988	443056353	443063797	443071113	443078407	443085758	443093075	443100375	443107693	443114939	443122148	443129408	443136619
424753101	441777976	442891289	443034350	443041686	443048996	443056361	443063805	443071121	443078415	443085766	443093083	443100383	443107701	443114947	443122155	443129416	443136627
424753895	441785060	442893426	443034368	443041694	443049002	443056379	443063813	443071139	443078423	443085774	443093091	443100391	443107719	443114954	443122163	443129424	443136635
424755668	441798477	442898185	443034376	443041702	443049010	443056387	443063821	443071147	443078431	443085782	443093109	443100409	443107727	443114962	443122171	443129432	443136643
424756047	441801495	442898383	443034384	443041710	443049028	443056395	443063839	443071154	443078449	443085790	443093117	443100417	443107735	443114970	443122189	443129440	443136650
424757672	441808805	442899076	443034392	443041728	443049036	443056403	443063847	443071162	443078456	443085808	443093125	443100425	443107743	443114988	443122197	443129457	443136668

Loan Number	Loan Number
443143151	443150446
443143169	443150453
443143177	443150461
443143185	443150479
443143193	443150487
443143201	443150495
443143219	443150503
443143227	443150511
443143235	443150529
443143243	443150537
443143250	443150545
443143268	443150552
443143276	443150560
443143284	443150578
443143292	443150586
443143300	443150594
443143318	443150602
443143326	443150610
443143334	443150628
443143359	443150636
443143367	443150644
443143375	443150651
443143383	443150669
443143391	443150677
443143409	443150685
443143417	443150693
443143425	443150701
443143433	443150719
443143441	443150727
443143458	443150735
443143466	443150743
443143474	443150750
443143482	443150768
443143490	443150776
443143508	443150784
443143516	443150792
443143524	443150800
443143532	443150818
443143540	443150826
443143557	443150834
443143565	443150842
443143573	443150859
443143581	443150867
443143599	443150875
443143607	443150883
443143615	443150891
443143623	443150909
443143631	443150917
443143649	443150925
443143656	443150933
443143672	443150941
443143680	443150958
443143698	443150966
443143706	443150974
443143714	443150982
443143722	443150990
443143730	443151006
443143748	443151014
443143755	443151022
443143763	443151030
443143771	443151048
443143789	443151055
443143797	443151063
443143805	443151071
443143813	443151089
443143821	443151097
443143839	443151105
443143847	443151113
443143854	443151121
443143862	443151139
443143870	443151147
443143888	443151154
443143896	443151162

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424757698	441810512	442900593	443034400	443041736	443049044	443056411	443063854	443071170	443078464	443085816	443093133	443100441	443107750	443114996	443122205	443129465	443136676
424757854	441813409	442900999	443034418	443041744	443049051	443056429	443063862	443071188	443078472	443085824	443093141	443100458	443107768	443115001	443122213	443129473	443136684
424759561	441815156	442901948	443034426	443041751	443049069	443056437	443063870	443071196	443078480	443085832	443093158	443100466	443107776	443115019	443122221	443129481	443136692
424761625	441818283	442902276	443034434	443041769	443049077	443056445	443063888	443071204	443078498	443085840	443093166	443100474	443107784	443115027	443122239	443129499	443136700
424763076	441819083	442902599	443034442	443041777	443049085	443056452	443063896	443071212	443078506	443085857	443093174	443100482	443107792	443115035	443122247	443129507	443136718
424764439	441822061	442907135	443034459	443041785	443049093	443056460	443063904	443071220	443078514	443085865	443093182	443100490	443107800	443115043	443122254	443129515	443136726
424764959	441830981	442907671	443034467	443041793	443049101	443056478	443063912	443071238	443078522	443085873	443093190	443100508	443107818	443115050	443122262	443129523	443136734
424765436	441831484	442907812	443034475	443041801	443049119	443056486	443063920	443071246	443078530	443085881	443093208	443100516	443107826	443115068	443122270	443129531	443136742
424768141	441831757	442908851	443034483	443041819	443049127	443056494	443063938	443071253	443078548	443085899	443093216	443100524	443107834	443115076	443122288	443129549	443136759
424768232	441838943	442911889	443034491	443041835	443049135	443056502	443063946	443071261	443078555	443085907	443093224	443100532	443107842	443115084	443122296	443129556	443136767
424771848	441839610	442912440	443034509	443041843	443049143	443056510	443063953	443071279	443078563	443085915	443093232	443100540	443107859	443115092	443122304	443129564	443136775
424772770	441840089	442912507	443034517	443041850	443049150	443056528	443063961	443071287	443078571	443085923	443093257	443100557	443107867	443115100	443122312	443129572	443136783
424772929	441840493	442914586	443034525	443041868	443049168	443056536	443063979	443071295	443078589	443085931	443093265	443100565	443107875	443115118	443122320	443129598	443136791
424773778	441844453	442917399	443034533	443041876	443049176	443056544	443063987	443071303	443078597	443085949	443093273	443100573	443107883	443115126	443122338	443129606	443136809
424776789	441845385	442917993	443034541	443041884	443049184	443056551	443063995	443071311	443078605	443085956	443093281	443100581	443107891	443115134	443122346	443129614	443136817
424777092	441858743	442918629	443034558	443041892	443049192	443056569	443064001	443071329	443078613	443085964	443093299	443100599	443107909	443115142	443122353	443129622	443136825
424777621	441865532	442919007	443034566	443041900	443049218	443056577	443064019	443071337	443078621	443085972	443093307	443100607	443107917	443115159	443122361	443129630	443136833
424777860	441865946	442921045	443034574	443041918	443049226	443056585	443064035	443071345	443078639	443085980	443093315	443100615	443107925	443115167	443122379	443129648	443136841
424778405	441867595	442922100	443034582	443041926	443049234	443056593	443064043	443071352	443078647	443085998	443093323	443100623	443107933	443115175	443122387	443129655	443136858
424778462	441877370	442922720	443034590	443041934	443049242	443056601	443064050	443071360	443078654	443086004	443093331	443100631	443107941	443115183	443122395	443129663	443136866
424778934	441882057	442923025	443034608	443041942	443049259	443056619	443064068	443071378	443078662	443086012	443093349	443100649	443107958	443115191	443122403	443129671	443136874
424779239	441884160	442925277	443034616	443041959	443049267	443056627	443064076	443071386	443078670	443086020	443093356	443100656	443107966	443115209	443122411	443129689	443136882
424781706	441887601	442926275	443034624	443041967	443049275	443056635	443064084	443071402	443078688	443086038	443093364	443100664	443107974	443115217	443122429	443129697	443136890
424782597	441888286	442926531	443034632	443041975	443049283	443056643	443064092	443071410	443078696	443086046	443093372	443100672	443107982	443115225	443122437	443129705	443136908
424782639	441889094	442927984	443034640	443041983	443049291	443056650	443064100	443071428	443078704	443086053	443093380	443100680	443107990	443115233	443122445	443129713	443136916
424783439	441895018	442928057	443034657	443041991	443049309	443056668	443064118	443071436	443078712	443086061	443093398	443100698	443108006	443115241	443122452	443129721	443136924
424784072	441896248	442930582	443034665	443042007	443049317	443056676	443064126	443071444	443078720	443086079	443093406	443100706	443108014	443115258	443122460	443129739	443136932
424784841	441896859	442931838	443034673	443042015	443049325	443056684	443064134	443071451	443078738	443086087	443093414	443100714	443108022	443115266	443122478	443129747	443136940
424785525	441897477	442933164	443034681	443042023	443049333	443056692	443064142	443071469	443078746	443086095	443093422	443100722	443108030	443115274	443122486	443129754	443136957
424785640	441907607	442934782	443034715	443042031	443049341	443056700	443064159	443071477	443078753	443086103	443093430	443100730	443108048	443115282	443122494	443129762	443136965
424786911	441913860	442934873	443034723	443042049	443049358	443056718	443064167	443071485	443078761	443086111	443093448	443100748	443108055	443115290	443122502	443129770	443136973
424786952	441914199	442935714	443034731	443042056	443049366	443056726	443064175	443071493	443078779	443086129	443093455	443100755	443108063	443115308	443122510	443129788	443136981
424787539	441921772	442936886	443034749	443042064	443049374	443056734	443064183	443071501	443078787	443086137	443093463	443100763	443108071	443115316	443122528	443129796	443136999
424788487	441922978	442940284	443034756	443042072	443049382	443056742	443064191	443071519	443078795	443086145	443093471	443100771	443108089	443115324	443122536	443129804	443137005
424790111	441925658	442941381	443034764	443042080	443049390	443056759	443064209	443071527	443078811	443086152	443093489	443100789	443108097	443115332	443122544	443129812	443137013
424793164	441929056	442942447	443034772	443042098	443049424	443056767	443064217	443071535	443078829	443086160	443093497	443100797	443108105	443115340	443122551	443129820	443137021
424793503	441930922	442948840	443034780	443042106	443049432	443056775	443064225	443071543	443078837	443086178	443093505	443100805	443108113	443115357	443122569	443129838	443137039
424793610	441949583	442950010	443034798	443042114	443049440	443056783	443064233	443071550	443078845	443086186	443093513	443100813	443108121	443115365	443122577	443129846	443137047
424793776	441952322	442951091	443034806	443042122	443049457	443056791	443064241	443071568	443078852	443086194	443093521	443100821	443108139	443115373	443122585	443129853	443137054
424794428	441953809	442951885	443034814	443042130	443049465	443056817	443064258	443071576	443078860	443086202	443093539	443100839	443108147	443115381	443122593	443129861	443137062
424795912	441964889	442952446	443034822	443042148	443049473	443056825	443064266	443071584	443078878	443086210	443093547	443100847	443108154	443115399	443122601	443129879	443137070
424796670	441968815	442953816	443034830	443042155	443049481	443056833	443064274	443071592	443078886	443086228	443093554	443100854	443108162	443115407	443122619	443129887	443137088
424797975	441969987	442955654	443034848	443042163	443049499	443056841	443064282	443071600	443078902	443086236	443093562	443100862	443108170	443115415	443122627	443129895	443137096
424798965	441970811	442955738	443034855	443042171	443049507	443056858	443064290	443071618	443078910	443086244	443093570	443100870	443108188	443115423	443122635	443129903	443137104
424799567	441973153	442957643	443034863	443042189	443049515	443056866	443064316	443071626	443078928	443086251	443093588	443100888	443108196	443115431	443122643	443129911	443137112
424800761	441980513	442959870	443034871	443042197	443049523	443056874	443064324	443071634	443078936	443086269	443093596	443100896	443108204	443115449	443122650	443129929	443137120
424801611	441982766	442960183	443034889	443042205	443049531	443056882	443064332	443071642	443078944	443086277	443093604	443100904	443108212	443115456	443122668	443129937	443137138
424802528	441995339	442966917	443034897	443042213	443049549	443056890	443064340	443071659	443078951	443086285	443093612	443100912	443108220	443115464	443122676	443129945	443137146
424803682	441999018	442971297	443034905	443042221	443049556	443056908	443064357	443071667	443078969	443086293	443093620	443100920	443108238	443115472	443122692	443129952	443137153
424805943	442006763	442972113	443034913	443042239	443049564	443056916	443064365	443071675	443078977	443086301	443093638	443100938	443108246	443115480	443122700	443129960	443137161
424806081	442012522	442976775	443034921	443042247	443049572	443056924	443064373	443071683	443078993	443086319	443093646	443100946	443108253	443115498	443122718	443129978	443137179
424806362	442018230	442980868	443034939	443042254	443049580	443056932	443064381	443071691	443079009	443086327	443093653	443100953	443108261	443115506	443122726	443129986	443137187
424807394	442019881	442982872	443034947	443042262	443049598	443056940	443064399	443071709	443079017	443086335	443093661	443100961	443108279	443115514	443122742	443129994	443137195
424807550	442026522	442991170	443034954	443042270	443049614	443056957	443064407	443071717	443079025	443086343	443093679	443100979	443108287	443115522	443122759	443130000	443137203
424807865	442039061	442994364	443034962	443042288	443049622	443056965	443064415	443071725	443079041	443086350	443093687	443100987	443108295	443115530	443122767	443130018	443137211
424809010	442043972	442996567	443034970	443042296	443049630	443056973	443064423	443071733	443079058	443086368	443093695	443100995	443108303	443115548	443122775	443130026	443137229
424809580	442048492	443011374	443034988	443042304	443049648	443056981	443064431	443071741	443079066	443086376	443093703	443101001	443108311	443115555	443122783	443130034	443137237
424810158	442048922	443016779	443034996	443042312	443049655	443056999	443064449	443071758	443079074	443086384	443093711	443101019	443108329	443115563	443122791	443130042	443137245
424811362	442050886	443022025	443035001	443042320	443049663	443057005	443064456	443071766	443079082	443086392	443093729	443101027	443108337	443115571	443122809	443130059	443137252
424811370	442051058	443026463	443035019	443042338	443049671	443057021	443064464	443071774	443079108	443086400	443093737	443101035	443108345	443115589	443122817	443130067	443137260
424813392	442052858	443026471	443035027	443042346	443049689	443057039	443064472	443071782	443079116	443086418	443093745	443101043	443108352	443115597	443122825	443130075	443137278
424815157	442053229	443026497	443035035	443042353	443049697	443057047	443064480	443071790	443079124	443086426	443093752	443101050	443108360	443115605	443122833	443130083	443137286
424815793	442063327	443026505	443035043	443042361	443049705	443057054	443064498	443071808	443079132	443086434	443093760	443101068	443108378	443115613	443122841	443130091	443137294
424815843	442069506	443026513	443035050	443042379	443049713	443057062	443064506	443071816	443079140	443086442	443093778	443101076	443108386	443115621	443122858	443130109	443137302
424817773	442083176	443026521	443035068	443042387	443049721	443057070	443064514	443071824	443079157	443086459	443093786	443101084	443108394	443115639	443122866	443130117	443137310
424818102	442102935	443026562	443035076	443042395	443049739	443057096	443064522	443071832	443079165	443086467	443093794	443101092	443108402	443115647	443122874	443130125	443137328
424818250	442103669	443026570	443035084	443042403	443049747	443057104	443064530	443071840	443079173	443086475	443093802	443101100	443108410	443115654	443122882	443130133	443137336
424818540	442109278	443026588	443035092	443042411	443049754	443057112	443064548	443071857	443079181	443086483	443093810	443101118	443108428	443115662	443122890	443130141	443137344
424818573	442111415	443026596	443035100	443042429	443049762	443057120	443064555	443071865	443079199	443086491	443093828	443101126	443108436	443115670	443122908	443130158	443137351
424819571	442118196	443026604	443035118	443042437	443049770	443057138	443064563	443071873	443079207	443086509	443093836	443101134	443108444	443115688	443122916	443130166	443137369
424822773	442120309	443026612	443035126	443042445	443049788	443057146	443064571	443071881	443079215	443086517	443093851	443101142	443108451	443115696	443122924	443130174	443137377
424822864	442129268	443026620	443035134	443042452	443049796	443057153	443064589	443071899	443079223	443086525	443093869	443101159	443108469	443115704	443122932	443130182	443137385
424823110	442145496	443026646	443035142	443042460	443049804	443057161	443064597	443071907	443079231	443086533	443093877	443101167	443108477	443115712	443122940	443130190	443137393

Loan Number	Loan Number
443143904	443151170
443143912	443151188
443143920	443151196
443143946	443151204
443143953	443151212
443143961	443151220
443143979	443151238
443143987	443151246
443143995	443151253
443144001	443151261
443144019	443151279
443144027	443151287
443144035	443151295
443144043	443151303
443144050	443151311
443144068	443151329
443144076	443151337
443144084	443151345
443144092	443151352
443144100	443151360
443144118	443151378
443144126	443151386
443144134	443151394
443144142	443151402
443144159	443151410
443144175	443151428
443144183	443151436
443144191	443151444
443144209	443151451
443144217	443151469
443144225	443151477
443144233	443151485
443144241	443151493
443144258	443151501
443144266	443151519
443144274	443151527
443144282	443151535
443144290	443151543
443144308	443151550
443144316	443151568
443144324	443151576
443144332	443151584
443144340	443151592
443144357	443151600
443144365	443151618
443144373	443151626
443144381	443151733
443144399	443151741
443144407	443151782
443144415	443151832
443144423	443152103
443144431	443152277
443144449	443152418
443144456	443152681
443144464	443152707
443144472	443152848
443144480	443152855
443144498	443152939
443144506	443152947
443144514	443153036
443144522	443153085
443144530	443153234
443144548	443153309
443144555	443153341
443144563	443153358
443144589	443153366
443144597	443153382
443144605	443153440
443144613	443153457
443144621	443153499
443144639	443153523
443144647	443153556
443144654	443153580

2010-A Final Cut Legal Schedule of Receivables

UCC-1 2010-A 3-31-10

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424823532	442154423	443026653	443035159	443042478	443049812	443057179	443064605	443071915	443079249	443086541	443093885	443101175	443108485	443115720	443122957	443130208	443137419
424823862	442156345	443026661	443035167	443042486	443049820	443057187	443064613	443071923	443079256	443086558	443093893	443101183	443108493	443115738	443122965	443130216	443137427
424824910	442156766	443026679	443035175	443042494	443049838	443057195	443064621	443071931	443079264	443086566	443093901	443101191	443108501	443115746	443122973	443130224	443137435
424825115	442156873	443026695	443035183	443042502	443049846	443057203	443064639	443071956	443079272	443086574	443093919	443101209	443108519	443115753	443122981	443130232	443137443
424829406	442159745	443026703	443035191	443042510	443049853	443057211	443064647	443071964	443079280	443086582	443093927	443101225	443108527	443115761	443122999	443130240	443137450
424831535	442160859	443026737	443035209	443042528	443049861	443057229	443064654	443071972	443079298	443086590	443093935	443101233	443108535	443115779	443123005	443130257	443137468
424834240	442161592	443026752	443035217	443042536	443049879	443057237	443064662	443071980	443079306	443086608	443093943	443101241	443108543	443115787	443123013	443130265	443137476
424834919	442163168	443026760	443035225	443042544	443049887	443057245	443064670	443071998	443079314	443086616	443093950	443101258	443108550	443115795	443123021	443130273	443137484
424836047	442165122	443026794	443035233	443042551	443049895	443057252	443064688	443072004	443079322	443086624	443093968	443101266	443108568	443115803	443123039	443130281	443137492
424836112	442168449	443026802	443035241	443042569	443049903	443057260	443064696	443072012	443079330	443086632	443093976	443101274	443108576	443115811	443123047	443130299	443137500
424836294	442168811	443026810	443035258	443042577	443049911	443057278	443064704	443072020	443079348	443086640	443093984	443101282	443108584	443115829	443123054	443130307	443137518
424836518	442168845	443026836	443035266	443042585	443049937	443057286	443064712	443072038	443079355	443086657	443093992	443101290	443108600	443115837	443123062	443130315	443137526
424837193	442170437	443026844	443035274	443042593	443049945	443057294	443064720	443072046	443079363	443086665	443094008	443101308	443108618	443115845	443123070	443130323	443137534
424837755	442172573	443026851	443035282	443042601	443049952	443057302	443064738	443072053	443079371	443086673	443094016	443101316	443108626	443115852	443123088	443130331	443137542
424839306	442173225	443026869	443035290	443042619	443049960	443057310	443064746	443072061	443079389	443086681	443094024	443101324	443108634	443115860	443123096	443130349	443137559
424840452	442175691	443026901	443035308	443042627	443049978	443057328	443064753	443072079	443079397	443086699	443094032	443101332	443108642	443115878	443123104	443130356	443137567
424840809	442176368	443026927	443035316	443042635	443049986	443057336	443064761	443072087	443079405	443086707	443094040	443101340	443108659	443115886	443123112	443130364	443137575
424841500	442176749	443026935	443035324	443042643	443049994	443057344	443064779	443072095	443079413	443086715	443094057	443101357	443108667	443115894	443123120	443130372	443137583
424843373	442176772	443026943	443035332	443042650	443050000	443057351	443064787	443072103	443079421	443086723	443094065	443101365	443108675	443115902	443123138	443130380	443137591
424843514	442176897	443026950	443035340	443042668	443050018	443057369	443064795	443072111	443079439	443086731	443094073	443101373	443108683	443115910	443123146	443130398	443137609
424844751	442179255	443026976	443035357	443042676	443050026	443057377	443064803	443072129	443079447	443086749	443094081	443101381	443108691	443115928	443123153	443130406	443137617
424845857	442180808	443026984	443035365	443042684	443050034	443057385	443064811	443072137	443079454	443086756	443094099	443101399	443108709	443115936	443123161	443130414	443137625
424846954	442184388	443026992	443035373	443042692	443050042	443057393	443064829	443072145	443079462	443086764	443094107	443101407	443108717	443115944	443123179	443130422	443137633
424847903	442184644	443027016	443035381	443042700	443050059	443057401	443064837	443072152	443079470	443086772	443094115	443101415	443108725	443115951	443123187	443130430	443137641
424850915	442184768	443027024	443035399	443042718	443050067	443057419	443064845	443072160	443079488	443086780	443094123	443101423	443108733	443115969	443123195	443130448	443137658
424852937	442184800	443027032	443035407	443042726	443050075	443057427	443064852	443072178	443079496	443086798	443094131	443101431	443108741	443115985	443123203	443130455	443137666
424853513	442186235	443027040	443035415	443042734	443050083	443057435	443064860	443072186	443079504	443086806	443094149	443101449	443108758	443115993	443123229	443130463	443137674
424853695	442186862	443027057	443035423	443042742	443050091	443057443	443064878	443072194	443079512	443086814	443094156	443101456	443108766	443116009	443123237	443130471	443137682
424853950	442186920	443027065	443035431	443042759	443050109	443057450	443064886	443072202	443079520	443086822	443094164	443101464	443108774	443116017	443123245	443130489	443137690
424855625	442187555	443027073	443035449	443042767	443050117	443057468	443064894	443072210	443079538	443086830	443094172	443101472	443108782	443116025	443123252	443130497	443137708
424856201	442189528	443027099	443035456	443042775	443050133	443057476	443064902	443072228	443079546	443086848	443094180	443101480	443108790	443116033	443123260	443130505	443137716
424857084	442189585	443027107	443035464	443042783	443050141	443057484	443064910	443072236	443079553	443086855	443094198	443101498	443108808	443116041	443123278	443130513	443137724
424857407	442190039	443027115	443035472	443042791	443050158	443057492	443064928	443072244	443079561	443086863	443094206	443101506	443108816	443116058	443123286	443130521	443137732
424858652	442192597	443027156	443035480	443042809	443050166	443057500	443064936	443072251	443079579	443086871	443094214	443101514	443108824	443116066	443123294	443130539	443137740
424861060	442192746	443027164	443035498	443042817	443050174	443057518	443064944	443072269	443079587	443086889	443094222	443101522	443108832	443116074	443123302	443130547	443137757
424862506	442194296	443027172	443035506	443042825	443050182	443057526	443064951	443072277	443079595	443086897	443094230	443101530	443108840	443116082	443123310	443130554	443137765
424863884	442194361	443027180	443035514	443042833	443050190	443057534	443064969	443072285	443079603	443086905	443094248	443101548	443108857	443116090	443123328	443130562	443137773
424864064	442195574	443027198	443035522	443042841	443050208	443057542	443064977	443072293	443079611	443086913	443094255	443101555	443108865	443116108	443123336	443130570	443137781
424866721	442199568	443027206	443035530	443042858	443050216	443057559	443064985	443072301	443079629	443086921	443094263	443101563	443108873	443116116	443123344	443130588	443137799
424867000	442199758	443027248	443035548	443042866	443050224	443057567	443064993	443072319	443079637	443086939	443094271	443101571	443108881	443116124	443123351	443130596	443137807
424867059	442202800	443027255	443035555	443042874	443050232	443057575	443065008	443072327	443079645	443086947	443094289	443101589	443108899	443116132	443123369	443130604	443137815
424867471	442203683	443027263	443035563	443042882	443050240	443057583	443065016	443072335	443079652	443086954	443094297	443101597	443108907	443116140	443123377	443130612	443137823
424868008	442206256	443027271	443035571	443042890	443050257	443057591	443065024	443072343	443079660	443086962	443094305	443101605	443108923	443116157	443123385	443130620	443137831
424869436	442207965	443027289	443035589	443042908	443050265	443057609	443065032	443072350	443079678	443086970	443094313	443101613	443108931	443116165	443123393	443130638	443137849
424869725	442208252	443027297	443035597	443042916	443050273	443057617	443065040	443072368	443079694	443086988	443094321	443101621	443108949	443116173	443123401	443130646	443137856
424870111	442208898	443027321	443035605	443042924	443050281	443057625	443065065	443072376	443079702	443086996	443094339	443101639	443108956	443116181	443123419	443130653	443137864
424870210	442210167	443027339	443035613	443042932	443050299	443057633	443065073	443072384	443079710	443087002	443094347	443101647	443108964	443116199	443123427	443130661	443137872
424870285	442211496	443027347	443035621	443042940	443050307	443057641	443065081	443072392	443079728	443087010	443094354	443101654	443108972	443116207	443123435	443130679	443137880
424870921	442212742	443027354	443035639	443042957	443050315	443057658	443065099	443072400	443079736	443087028	443094362	443101670	443108980	443116215	443123443	443130687	443137898
424871432	442213575	443027388	443035654	443042965	443050331	443057666	443065107	443072418	443079744	443087036	443094370	443101688	443108998	443116223	443123450	443130695	443137906
424872893	442213864	443027396	443035662	443042973	443050349	443057674	443065115	443072426	443079751	443087044	443094388	443101696	443109004	443116231	443123468	443130703	443137914
424873966	442214219	443027404	443035670	443042981	443050356	443057682	443065123	443072434	443079769	443087051	443094396	443101704	443109012	443116249	443123476	443130711	443137922
424874352	442214268	443027412	443035688	443042999	443050364	443057690	443065131	443072442	443079777	443087069	443094404	443101712	443109020	443116256	443123484	443130729	443137930
424874998	442215034	443027420	443035696	443043005	443050372	443057708	443065149	443072459	443079785	443087077	443094412	443101720	443109038	443116264	443123492	443130737	443137948
424875482	442219929	443027438	443035704	443043013	443050380	443057716	443065156	443072467	443079793	443087085	443094420	443101746	443109046	443116272	443123500	443130745	443137955
424876183	442221586	443027446	443035712	443043021	443050398	443057724	443065164	443072475	443079801	443087093	443094438	443101753	443109053	443116280	443123518	443130752	443137963
424876209	442221776	443027453	443035720	443043039	443050406	443057732	443065172	443072483	443079819	443087101	443094446	443101761	443109079	443116298	443123526	443130760	443137971
424876258	442222758	443027461	443035738	443043047	443050414	443057740	443065180	443072491	443079827	443087119	443094453	443101779	443109087	443116306	443123534	443130778	443137989

Loan Number	Loan Number
443144662	443153622
443144670	443153697
443144688	443153796
443144696	443153861
443144704	443153895
443144712	443153937
443144720	443153945
443144738	443153960
443144746	443154026
443144753	443154109
443144761	443154182
443144779	443154190
443144787	443154380
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443144845	443154828
443144852	443154943
443144860	443155205
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443144886	443155296
443144894	443155353
443144902	443155452
443144910	443155460
443144928	443155494
443144936	443155676
443144944
443144951
443144969
443144977
443144985
443144993
443145008
443145016
443145024
443145032
443145040
443145057
443145065
443145073
443145081
443145099
443145107
443145115
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443145248

2010-A Final Cut Legal Schedule of Receivables

SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF

AMERICREDIT FINANCIAL SERVICES, INC. (“AMERICREDIT”)

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

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

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

Sch. B-1

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

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

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

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

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

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

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

11. Adverse Selection. No selection procedures adverse to the Noteholders or the Insurer were utilized in selecting the Receivables from those receivables owned by AmeriCredit which met the selection criteria set forth in clauses (A) through (O) of number 30 of this Schedule B.

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

Sch. B-2

13. One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian.

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

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

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

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

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

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

Sch. B-3

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

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

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

Sch. B-4

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

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

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

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

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

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

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

30. Certain Characteristics of Receivables.

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

Sch. B-5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sch. B-6

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

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

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

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

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

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

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

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

Sch. B-7

EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

among

ASSURED GUARANTY CORP.,

AFS SENSUB CORP.,

CREDIT SUISSE SECURITIES (USA) LLC

and

RBS SECURITIES INC.

Dated as of March 26, 2010

$36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A

$71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A

$93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A

TABLE OF CONTENTS

		Page
Section 1.	Definitions	1
Section 2.	Representations, Warranties and Agreements of Assured Guaranty	3
Section 3.	Representations, Warranties and Agreements of the Underwriters	5
Section 4.	Indemnification	6
Section 5.	Indemnification Procedures	7
Section 6.	Contribution	8
Section 7.	Miscellaneous	9
EXHIBIT A — Opinion of Counsel

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT dated as of March 26, 2010, among ASSURED GUARANTY CORP. (“Assured Guaranty”), AFS SENSUB CORP., (the “Seller”) and CREDIT SUISSE SECURITIES (USA) LLC (“CSS”) and RBS SECURITIES INC. (“RBS”), as the Underwriters (as defined below):

Section 1. Definitions. For purposes of this Agreement, the following terms shall have the meanings provided below:

“Agreement” means this Indemnification Agreement, as amended from time to time.

“Assured Guaranty Agreements” means this Agreement, the Spread Account Agreement and the Insurance Agreement.

“Assured Guaranty Information” has the meaning provided in Section 2(g) hereof.

“Assured Guaranty Party” means any of Assured Guaranty, its parent, subsidiaries and affiliates, and any shareholder, director, officer, employee, agent or “controlling person” (as such term is used in the Securities Act) of any of the foregoing.

“Closing Date” means March 31, 2010.

“Federal Securities Laws” means the Securities Act, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940 and the Public Utility Holding Company Act of 1935, each as amended from time to time, and the rules and regulations in effect from time to time under such Acts.

“Final Prospectus Supplement” means the final Prospectus Supplement dated March 26, 2010 relating to the Securities.

“Indemnified Party” means any party entitled to any indemnification pursuant to Section 4 hereof.

“Indemnifying Party” means any party required to provide indemnification pursuant to Section 4 hereof.

“Insurance Agreement” means the Insurance and Indemnity Agreement, dated as of March 25, 2010 among Assured Guaranty, the Trust, AmeriCredit Financial Services, Inc., AmeriCredit Corp. and the Seller.

“Losses” means (a) any actual out-of-pocket damages incurred by the party entitled to indemnification or contribution hereunder, (b) any actual out-of-pocket costs or expenses incurred by such party, including reasonable fees or expenses of its counsel and other expenses incurred in connection with investigating or defending any claim, action or other proceeding which entitle such party to be indemnified hereunder (subject to the limitations set forth in Section 5 hereof), to the extent not paid, satisfied or reimbursed from funds provided by any other Person other than an affiliate of such party (provided that the foregoing shall not create or imply any obligation to pursue recourse against any such other Person), plus (c) interest on the amount paid by the party entitled to indemnification or contribution from the date of such payment to the date of payment by the party who is obligated to indemnify or contribute hereunder at the statutory rate applicable to judgments for breach of contract.

“Notes Policy” means the financial guaranty insurance policy, including any endorsements thereto, issued by Assured Guaranty with respect to the Securities, substantially in the form attached as Annex I to the Insurance Agreement.

“Offering Document” means the Prospectus and any other material or documents delivered by the Underwriters or any Underwriter Party to any Person in connection with the offer or sale of the Securities.

“Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization or other organization or entity (whether governmental or private).

“Preliminary Prospectus Supplement” means the preliminary Prospectus Supplement subject to completion dated March 25, 2010 relating to the Securities.

“Prospectus” means, collectively, the Prospectus dated November 7, 2007 relating to the Securities and the Prospectus Supplement.

“Prospectus Supplement” means, collectively, the Preliminary Prospectus Supplement and the Final Prospectus Supplement.

“Securities” means the Trust’s $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes issued pursuant to the Series 2010-A Indenture.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Seller Party” means any of the Seller, its parent, subsidiaries and affiliates and any employee, agent or “controlling person” (as such term is used in the Securities Act) of any of the foregoing.

“Spread Account Agreement” means the Spread Account Agreement dated as of March 25, 2010, among Assured Guaranty, the Trust, the Collateral Agent and the Trustee, as the same may be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Time of Sale” means 3:30pm (New York time) on March 26, 2010.

“Trust” means AmeriCredit Automobile Receivables Trust 2010-A.

“Underwriter Information” has the meaning provided in Section 3(c) hereof.

2

“Underwriter Party” means any of the Underwriters, its respective parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or “controlling person” (as such item is used in the Securities Act) of any of the foregoing.

“Underwriters” means CSS and RBS.

“Underwriting Agreement” means the Underwriting Agreement, dated as of March 26, 2010 among the Seller, AmeriCredit Financial Services, Inc. and the Underwriters.

Section 2. Representations, Warranties and Agreements of Assured Guaranty. Assured Guaranty represents, warrants and agrees as follows:

(a) Organization, Etc. Assured Guaranty is an insurance company duly organized, validly existing and authorized to transact financial guaranty insurance business under the laws of the State of Maryland.

(b) Authorization, Etc. The Notes Policy and the Assured Guaranty Agreements have been duly authorized, executed and delivered by Assured Guaranty.

(c) Validity, Etc. The Notes Policy and the Assured Guaranty Agreements constitute valid and binding obligations of Assured Guaranty, enforceable against Assured Guaranty in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, rehabilitation, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy or insolvency of Assured Guaranty and to the application of general principles of equity and subject, in the case of this Agreement, to principles of public policy limiting the right to enforce the indemnification provisions contained herein.

(d) Exemption From Registration. The Notes Policy is exempt from registration under the Securities Act.

(e) No Conflicts. Neither the execution or delivery by Assured Guaranty of the Notes Policy or the Assured Guaranty Agreements, nor the performance by Assured Guaranty of its obligations thereunder, will conflict with any provision of the certificate of incorporation or the bylaws of Assured Guaranty nor result in a breach of, or constitute a default under, any material agreement or other instrument to which Assured Guaranty is a party or by which any of its property is bound nor violate any judgment, order or decree applicable to Assured Guaranty of any governmental or regulatory body, administrative agency, court or arbitrator having jurisdiction over Assured Guaranty (except that, in the published opinion of the Securities and Exchange Commission, the indemnification provisions of this Agreement, insofar as they relate to indemnification for liabilities arising under the Securities Act, are against public policy as expressed in the Securities Act and are therefore unenforceable).

(f) Financial Information. The consolidated balance sheets of Assured Guaranty as of December 31, 2009 and December 31, 2008 and the related consolidated statements of income, changes in shareholder’s equity and cash flows for each of the three years in the period ended December 31, 2009, which are incorporated by reference in the Prospectus, fairly present in all material respects the financial condition of Assured Guaranty as of such dates and for such periods in accordance with generally accepted accounting principles consistently applied (subject as to interim statements to normal year-end adjustments) and since the date of the most current consolidated balance sheet referred to above there has been no change in the financial condition of Financial Security which would materially and adversely affect its ability to perform its obligations under the Notes Policy.

3

(g) Assured Guaranty Information. The information in the Prospectus Supplement set forth or incorporated by reference under the caption “The Insurer” (as revised from time to time in accordance with the provisions hereof or as described in the Prospectus, the “Assured Guaranty Information”) is limited and does not purport to provide the scope of disclosure required to be included in a prospectus with respect to a registrant in connection with the offer and sale of securities of such registrant registered under the Securities Act. Assured Guaranty has provided the Assured Guaranty Information in its role as credit enhancer, which consists solely of the obligation to pay claims, if any, under and in accordance with the express terms of the Notes Policy. Within such limited scope of disclosure, however, with respect to (i) the Preliminary Prospectus Supplement, as of the Time of Sale, and (ii) the Final Prospectus Supplement, as of its date and the Closing Date, the Assured Guaranty Information did not and does not, as applicable, contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(h) Additional Information. Assured Guaranty will furnish to the Underwriters or the Seller, upon request of the Underwriters or the Seller, as the case may be, copies of Assured Guaranty’s most recent financial statements (annual or interim, as the case may be) which fairly present in all material respects the financial condition of Assured Guaranty as of the dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied except as noted therein (subject, as to interim statements, to normal year-end adjustments). In addition, if the delivery of a Prospectus relating to the Securities is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities, the Seller or the Underwriters will notify Assured Guaranty of such requirement to deliver a Prospectus and Assured Guaranty will promptly provide the Underwriters and the Seller with any revisions to the Assured Guaranty Information that are in the judgment of Assured Guaranty necessary to prepare an amended Prospectus or a supplement to the Prospectus.

(i) Opinion of Counsel. Assured Guaranty will furnish to the Underwriters and the Seller on the closing date for the sale of the Securities an opinion of its Counsel or Deputy General Counsel to the effect set forth in Exhibit A attached hereto, dated such closing date and addressed to the Seller and the Underwriters.

(j) Consents and Reports of Independent Accountants. Assured Guaranty will furnish to the Underwriters and the Seller, upon request, as comfort from its independent accountants in respect of its financial condition at the expense of the Person specified in the Insurance Agreement, a copy of the Prospectus, including either a manually signed consent or a manually signed report of Assured Guaranty’s independent accountants.

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(k) As of the date hereof, no “Insurer Default”, as such term is defined in the related sale and servicing agreement with respect to the related “Securitization” (as such term is defined in the Spread Account Agreement), to which Assured Guaranty, or an affiliate of Assured Guaranty, is the note insurer, has occurred and is continuing.

Nothing in this Agreement shall be construed as a representation or warranty by Assured Guaranty concerning the rating of its insurance financial strength by Moody’s Investors Service, Inc., Standard & Poor’s or any other rating assigned by a rating agency (collectively, the “Rating Agencies”). The Rating Agencies, in assigning such ratings, take into account facts and assumptions not described in the Prospectus and the facts and assumptions that are considered by the Rating Agencies, and the ratings issued thereby, are subject to change over time. Assured Guaranty has not attempted to disclose in the Offering Document all facts and assumptions that the Rating Agencies may deem relevant in assigning a rating within a particular rating category to Assured Guaranty’s Financial Strength.

Section 3. Representations, Warranties and Agreements of the Underwriters. Each of the Underwriters represents, warrants and agrees as follows:

(a) Compliance With Laws. Such Underwriter will comply in all material respects with all legal requirements in connection with offers and sales of the Securities and make such offers and sales in the manner provided in the Prospectus Supplement.

(b) Offering Document. Such Underwriter will not use, or distribute to other broker-dealers for use, any Offering Document in connection with the offer and sale of the Securities unless such Offering Document includes such information as has been furnished by Assured Guaranty for inclusion therein and the information therein concerning Assured Guaranty has been approved by Assured Guaranty in writing (other than any such written communication that consists solely of postings that are initially made by such Underwriter on the Bloomberg system or otherwise via e-mail and that contains only identifying information regarding the Trust and the Notes, the expected closing date and first payment date for the Notes, the expected principal amount, expected weighted average life, expected ratings, expected periods for payments of principal, expected final payment date, expected legal final payment date and expected interest rate index for each class of Notes; preliminary guidance as to the interest rate and/or yield for each class of Notes (but not final interest rate or yield information); information regarding the principal amount of the Notes being offered by each Underwriter; other similar or related information such as expected pricing parameters, status of subscriptions and Underwriter’s retentions and ERISA eligibility; and/or any legends regarding the contents of such written communication). Assured Guaranty hereby consents to the information in respect of Assured Guaranty included in the Prospectus. Each Offering Document that describes the Notes Policy will include the following statement:

“The Notes Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law”.

5

Each Offering Document including financial statements with respect to Assured Guaranty prepared in accordance with generally accepted accounting principles (but excluding any Offering Document in which such financial statements are incorporated by reference) will include the following statement immediately following such financial statements:

“The Maryland Insurance Administration recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the Maryland Insurance Code, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the Maryland Insurance Administration to financial statements prepared in accordance with generally accepted accounting principles in making such determinations.”

(c) Underwriter Information. All material provided by the Underwriters for inclusion in the Prospectus (as revised from time to time, the “Underwriter Information”), insofar as such information relates to the Underwriters, is true and correct in all material respects, with respect to the Preliminary Prospectus Supplement, as of the Time of Sale, and with respect to the Prospectus Supplement, as of its date and the Closing Date. The Underwriter Information is limited to the information set forth (i) on the cover page of the Prospectus Supplement the information in the table under the headings entitled “Price to Public”, “Underwriting Discounts” and “Proceeds to Seller”; (ii) in the body and within the “Underwriting” section of the Prospectus Supplement, as applicable, the second paragraph immediately following the Class A-3 Notes Underwriter commitment table; and (iii) in the body and within the “Underwriting” section of the Prospectus Supplement, as applicable, except for statements therein relating to the issuing entity, the fourth paragraph under the sub-heading “European Economic Area”.

Section 4. Indemnification.

(a) Assured Guaranty agrees, upon the terms and subject to the conditions provided herein, to indemnify, defend and hold harmless each Seller Party and each Underwriter Party against (i) any and all Losses incurred by them with respect to the offer and sale of the Securities and resulting from Assured Guaranty’s breach of any of its representations, warranties or agreements set forth in Section 2 hereof and (ii) any and all Losses to which any Seller Party or Underwriter Party may become subject, under the Securities Act or otherwise, insofar as such Losses arise out of or result from an untrue statement of a material fact contained in any Offering Document or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in the Assured Guaranty Information included therein in accordance with the provisions hereof.

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(b) Each of the Underwriters, agrees, severally but not jointly, upon the terms and subject to the conditions provided herein, to indemnify, defend and hold harmless each Assured Guaranty Party against (i) any and all Losses incurred by them with respect to the offer and sale of the Securities and resulting from the Underwriters’ breach of any of its representations, warranties or agreements set forth in Section 3 hereof and (ii) any and all Losses to which any Assured Guaranty Party may become subject, under the Securities Act or otherwise, insofar as such Losses arise out of or result from an untrue statement of a material fact contained in any Offering Document or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission was made in the Underwriter Information of the Underwriter included therein.

(c) Upon the incurrence of any Losses for which a party is entitled to indemnification hereunder, the Indemnifying Party shall reimburse the Indemnified Party promptly upon establishment by the Indemnified Party to the Indemnifying Party of the Losses incurred.

Section 5. Indemnification Procedures. Except as provided below in Section 6 with respect to contribution, the indemnification provided herein by an Indemnifying Party shall be the exclusive remedy of any and all Indemnified Parties for the breach of a representation, warranty or agreement hereunder by an Indemnifying Party; provided, however, that each Indemnified Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach. In the event that any action or regulatory proceeding shall be commenced or claim asserted which may entitle an Indemnified Party to be indemnified under this Agreement, such party shall give the Indemnifying Party written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof. The Indemnifying Party shall be entitled to participate in and, upon notice to the Indemnified Party, assume the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Indemnified Party. The Indemnified Party will have the right to employ its own counsel in any such action in addition to the counsel of the Indemnifying Party, but the fees and expenses of such counsel will be at the expense of such Indemnified Party, unless (a) the employment of counsel by the Indemnified Party at its expense has been authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, or (c) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnifying Party and one or more Indemnified Parties, and the Indemnified Parties shall have been advised by counsel that (A) there may be one or more legal defenses available to them which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and such Indemnified Parties by the same counsel would be inappropriate or contrary to prudent practice (in which case, if such Indemnified Parties notify the Indemnifying Party in writing that they elect to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Seller Parties, one such firm for all Underwriter Parties and one such firm for all Assured Guaranty Parties, as the case may be, which firm shall be designated in writing by the Seller in respect of the Seller Parties, by the Underwriters in respect of the Underwriter Parties and by Assured Guaranty in respect of the Assured Guaranty Parties), in each of which cases the fees and expenses of counsel will be at the expense of the Indemnifying Party and all such fees and expenses will be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such claim or action unless the Indemnifying Party shall have consented thereto or be in default in its obligations hereunder. Any failure by an Indemnified Party to comply with the provisions of this Section shall relieve the Indemnifying Party of liability only if such failure is prejudicial to the position of the Indemnifying Party and then only to the extent of such prejudice.

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Section 6. Contribution.

(a) To provide for just and equitable contribution if the indemnification provided by any Indemnifying Party is determined to be unavailable or insufficient for any Indemnified Party (other than due to application of this Section), each Indemnifying Party (severally and not jointly in the case of the Underwriters) shall contribute toward the satisfaction of the Losses arising from any breach of any of its representations, warranties or agreements contained in this Agreement on the basis of the relative fault of each of the parties as set forth in Section 6(b) below; provided, however, that an Indemnifying Party shall in no event be required to contribute to all Indemnified Parties an aggregate amount in excess of the Losses incurred by such Indemnified Parties resulting from the breach of representations, warranties or agreements contained in this Agreement.

(b) The relative fault of each Indemnifying Party, on the one hand, and of each Indemnified Party, on the other, shall be determined by reference to, among other things, whether the breach of, or alleged breach of, any representations, warranties or agreements contained in this Agreement relates to information supplied by, or action within the control of, the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such breach.

(c) The parties agree that Assured Guaranty shall be solely responsible for the Assured Guaranty Information and the Underwriters shall be solely responsible for the Underwriter Information and that the balance of each Offering Document shall be the responsibility of the Seller.

(d) Notwithstanding anything in this Section 6 to the contrary, the Underwriters shall not be required to contribute an amount in excess of the amount by which the total price of the Securities underwritten by the Underwriters exceeds the amount of any damages that the Underwriters have otherwise been required to pay in respect of such untrue statement or omission.

8

(e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) Upon the incurrence of any Losses entitled to contribution hereunder, the contributor shall reimburse the party entitled to contribution promptly upon establishment by the party entitled to contribution to the contributor of the Losses incurred.

Section 7. Miscellaneous.

(a) Notices. All notices and other communications provided for under this Agreement shall be delivered to the address set forth below or to such other address as shall be designated by the recipient in a written notice to the other party or parties hereto.

If to Assured Guaranty:	Assured Guaranty Corp.
	31 West 52nd Street
	New York, NY 10019
	Attention: Structured Surveillance
	Re:     Policy No. D-2010-66
	Americredit Automobile Receivables
	Trust 2010-A
	Confirmation:    (212) 974-0100
	Telecopy Nos.: (212) 339-3518
	With a copy to the General Counsel at the above address and telecopier number.
	In each case in which a demand, notice or other communication to Assured Guaranty refers to a Default, an Event of Default, Servicer Termination Event, a claim on the Notes Policy or any event with respect to which failure on the part of Assured Guaranty to respond shall be deemed to constitute consent or acceptance, then such demand, notice or other communication shall be marked to indicate “URGENT MATERIAL ENCLOSED”.
If to the Seller:	AFS SenSub Corp.
	2265 B Renaissance Drive, Suite 17
	Las Vegas, Nevada, 89119
	Attn: Chief Financial Officer

9

With a copy to:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, TX 76102
	Attn: Chief Financial Officer
	Confirmation: (817) 302-7000
	Telecopy No.: (817) 302-7942
If to the Underwriters:	Credit Suisse Securities (USA) LLC
	11 Madison Ave., 5th Floor
	New York, NY 10010
	RBS Securities Inc.
	600 Washington Blvd.,
	Stamford, CT 06901

(b) Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

(c) Assignments. This Agreement may not be assigned by any party without the express written consent of each other party. Any assignment made in violation of this Agreement shall be null and void.

(d) Amendments. Amendments of this Agreement shall be in writing signed by each party hereto.

(e) Survival, Etc. The indemnity and contribution agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnifying Party, (ii) the issuance of the Securities or (iii) any termination of this Agreement or the Notes Policy. The indemnification provided in this Agreement will be in addition to any liability which the parties may otherwise have and shall in no way limit any obligations of the Seller under the Underwriting Agreement or the Insurance Agreement.

(f) Counterparts. This Agreement may be executed in counterparts by the parties hereto, and all such counterparts shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be duly executed and delivered as of the date first above written.

ASSURED GUARANTY CORP.
By:	/s/ Jorge Gana
Name:	Jorge Gana
Title:	Managing Director
AFS SENSUB CORP.
By:	/s/ Sheli D. Fitzgerald
Name:	Sheli D. Fitzgerald
Title:	Vice President, Structured Finance
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ John Slonieski
Name:	John Slonieski
Title:	Director
RBS SECURITIES INC.
By:	/s/ Alan G. Johannsen
Name:	Alan G. Johannsen
Title:	Managing Director

[INDEMNITY AGREEMENT SIG. PAGE]

EXHIBIT A

OPINION OF COUNSEL

A-1

March 31, 2010

To the Addressees listed on Annex A hereto

Re: Financial Guaranty Insurance Policy No. D-2010-66 and the Assured Documents (as defined below) relating to $200,000,000 Automobile Receivables Backed Notes (the “Notes”) issued by AmeriCredit Automobile Receivables Trust 2010-A (the “Trust”)

Ladies and Gentlemen:

This opinion letter has been requested of the undersigned, in the capacity of the undersigned as a Counsel of Assured Guaranty Corp., a Maryland corporation (“Assured Guaranty”), in connection with (i) the issuance by Assured Guaranty of its financial guaranty insurance policy number D-2010-66, effective as of the date hereof (such financial guaranty insurance policy hereinafter, the “Policy”), (ii) the execution and delivery of the Insurance and Indemnity Agreement, dated as of March 25, 2010, by and among Assured Guaranty, the Trust, AFS SenSub Corp., AmeriCredit Financial Services, Inc. and AmeriCredit Corp. (the “Insurance Agreement”), and (iii) the execution and delivery of an Indemnification Agreement, dated as of March 26, 2010, by and among Assured Guaranty, AFS SenSub Corp., Credit Suisse Securities (USA) LLC and RBS Securities Inc. (the “Indemnification Agreement” and, together with the Insurance Agreement, the “Assured Documents”).

In connection with this opinion letter, I have examined an execution copy of the Policy and the Assured Documents and such documents, certificates, agreements and instruments and proceedings as I have considered necessary or appropriate under the circumstances to render the following opinion letter, including certain statements contained in the preliminary Prospectus Supplement for the Notes dated March 25, 2010 (the “Preliminary Prospectus Supplement”) and the final Prospectus Supplement for the Notes dated March 26, 2010 (the “Final Prospectus Supplement”) under the heading “THE INSURER.” I have assumed that each party to the Assured Documents, other than Assured Guaranty, has the power and authority to execute and to deliver, and to perform and to observe, the provisions of the Assured Documents and has duly authorized, executed, and delivered the Assured Documents and that the Assured Documents constitute the legal, valid, and binding obligation of each such party. As to all questions of fact material to this opinion letter, which have not been independently established by me, I have relied upon certificates or comparable documents of public officials or of officers and representatives of Assured Guaranty. In addition, I have assumed the genuineness of all signatures other than those of representatives of Assured Guaranty, the authenticity of all documents submitted to me as originals, the conformity to the original document of certified or photostatic copies thereof, and the authenticity of the originals of such latter documents.

Assured Guaranty Corp.

31 West 52nd Street	main      212 974 0100	info@assuredguaranty.com	www. assuredguaranty.com
New York, NY 10019	fax         212 561 3268

Based upon the foregoing, and subject to the limitations and qualifications hereinafter set forth, I am of the opinion that:

1. Assured Guaranty is a corporation duly incorporated and validly existing under the laws of the State of Maryland and has all requisite corporate power and authority to issue and to perform its obligations under the Policy and to execute and perform its obligations under the Assured Documents, in each case in accordance with the terms thereof.

2. The execution and delivery by Assured Guaranty of the Policy and the Assured Documents, and the performance by Assured Guaranty of its obligations thereunder, have been duly authorized by all necessary corporate action on the part of Assured Guaranty.

3. The Policy and the Assured Documents have been validly executed and delivered by Assured Guaranty, and constitute the legal, valid and binding obligations of Assured Guaranty, enforceable against Assured Guaranty in accordance with their terms, subject to applicable bankruptcy, reorganization, insolvency, liquidation, rehabilitation, moratorium, arrangement, or similar laws or enactments now or hereafter enacted affecting the enforcement of creditors’ rights generally, as well as to equitable principles of general application limiting the availability of equitable remedies and the discretion of the court before which any proceeding therefor may be brought (regardless, in each case, of whether enforcement is sought in a proceeding in equity or at law) and, in the case of the Indemnification Agreement, subject also to applicable law, equitable principles, or principles of public policy limiting the right to enforce the indemnification and contribution provisions contained therein.

4. To the extent that the Policy constitutes a security within the meaning of Section 2(a)(1) of the Securities Act of 1933, as amended (the “Act”), it is a security that is exempt from the registration requirements of the Act.

5. The execution and delivery of the Policy and the Assured Documents, and the compliance with the terms and provisions thereof, do not conflict with or result in the breach of the terms of the articles of incorporation or by-laws, as amended, of Assured Guaranty. The execution and delivery of the Policy and the Assured Documents, and the compliance with the terms and provisions thereof, do not, to my knowledge without inquiry, conflict with or result in the breach of (i) any material restriction on Assured Guaranty contained in any material contract, agreement, or instrument to which Assured Guaranty is a party or by which any of its property is bound or (ii) any judgment, order, or decree of a governmental authority having jurisdiction over Assured Guaranty, in the case of each of (i) and (ii), to the extent such conflict or breach would impair the enforceability of the Policy or materially impair the enforceability of the Assured Documents (except that in the published opinion of the Securities and Exchange Commission the indemnification provisions of the Indemnification Agreement, insofar as they relate to indemnification for liabilities arising under the Act, are against public policy as expressed in the Act and are therefore unenforceable).

I am licensed to practice law in the State of New York, and do not purport to be an expert as to, or to express any opinion concerning the laws of any other jurisdiction other than the laws of the State of New York and the federal laws of the United States of America to the extent specifically referred to herein. To the extent that the opinions set forth herein purport to deal with matters of Maryland law, the statements made therein are based solely upon my review of the corporate documents of Assured Guaranty, my reading of the Maryland General Corporation Law and, in respect of the opinion set forth in paragraph (1) above, my reading of the Maryland Insurance Code.

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The opinions expressed herein are limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly set forth herein. The opinions expressed herein are based solely on factual matters in existence as of the date hereof and laws and regulations in effect on the date hereof. I assume no obligation to revise or supplement this opinion letter should such factual matters change or should such laws or regulations be changed by legislative or regulatory action, judicial decision or otherwise, and I hereby express no opinion as to the effect any such changes may have on the foregoing opinions.

This opinion letter is being delivered to you solely for your benefit in connection with the issuance of the Policy and the execution and delivery of the Assured Documents, and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose by any other person, in each case without my express prior written consent.

Very truly yours,

/s/ Brian H. Mellstrom

Brian H. Mellstrom

3

Annex A

AmeriCredit Financial Services, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

AFS SenSub Corp.

2265 B Renaissance Drive, Suite 17

Las Vegas, Nevada 89119

AmeriCredit Automobile Receivables Trust 2010-A

   c/o Wilmington Trust Company

     as Owner Trustee

1100 North Market Street

Wilmington, Delaware 19890

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue, 5th Floor

New York, New York 10010

RBS Securities Inc.

600 Washington Boulevard

Stamford, Connecticut 06901

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

Moody’s Investors Service Inc.

7 World Trade Center at

250 Greenwich Street

Asset Finance Group – 24th Floor

New York, New York 10007

Standard & Poor’s Ratings Services

   a Standard & Poor’s Financial Services LLC business

55 Water Street

New York, New York 10041

4

EX-10.3

Exhibit 10.3

INSURANCE AND INDEMNITY AGREEMENT

among

ASSURED GUARANTY CORP.,

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A,

AMERICREDIT FINANCIAL SERVICES, INC.,

AFS SENSUB CORP.

and

AMERICREDIT CORP.

Dated as of March 25, 2010

$36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A

$71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A

$93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1
ARTICLE II	REPRESENTATIONS, WARRANTIES AND COVENANTS	2
Section 2.1	Representations and Warranties of the Trust	2
Section 2.2	Affirmative Covenants of the Trust	5
Section 2.3	Negative Covenants of AFS SenSub on Behalf of the Trust	9
Section 2.4	Delivery of Assured Guaranty Financial Statements	11
Section 2.5	[Reserved]	13
Section 2.6	[Reserved]	13
Section 2.7	Representations and Warranties with Respect to AFS SenSub and the Company	13
Section 2.8	Affirmative Covenants with Respect to the Company and AFS SenSub	17
Section 2.9	Negative Covenants with Respect to AFS SenSub and the Company	21
Section 2.10	Representations and Warranties of AmeriCredit	23
Section 2.11	Affirmative Covenants of AmeriCredit	26
Section 2.12	Negative Covenants of AmeriCredit	30
ARTICLE III	THE NOTES POLICY; REIMBURSEMENT; INDEMNIFICATION	31
Section 3.1	Issuance of the Notes Policy	31
Section 3.2	Payment of Fees and Premium	31
Section 3.3	Reimbursement and Additional Payment Obligation	32
Section 3.4	Certain Obligations Not Recourse to AmeriCredit	33
Section 3.5	Indemnification	33
Section 3.6	Subrogation	35
ARTICLE IV	FURTHER AGREEMENTS	35
Section 4.1	Effective Date; Term of Agreement	35
Section 4.2	Obligations Absolute	35
Section 4.3	Assignments; Reinsurance; Third-Party Rights	36

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TABLE OF CONTENTS

(continued)

		Page
Section 4.4	Liability of Assured Guaranty	37
ARTICLE V	EVENTS OF DEFAULT; REMEDIES	37
Section 5.1	Events of Default	37
Section 5.2	Remedies; Waivers	42
ARTICLE VI	MISCELLANEOUS	43
Section 6.1	Amendments, Etc.	43
Section 6.2	Notices	43
Section 6.3	Payment Procedure	44
Section 6.4	Severability	45
Section 6.5	Governing Law	45
Section 6.6	Consent to Jurisdiction	45
Section 6.7	Consent of Assured Guaranty	46
Section 6.8	Counterparts	46
Section 6.9	Trial by Jury Waived	46
Section 6.10	Limited Liability	46
Section 6.11	Entire Agreement	47

Appendix I	Definitions
Annex I	Form of Note Policy
Appendix A	Conditions Precedent to Issuance of the Notes Policy

ii

INSURANCE AND INDEMNITY AGREEMENT

INSURANCE AND INDEMNITY AGREEMENT dated as of March 25, 2010 (this “Insurance Agreement”) among ASSURED GUARANTY CORP. (“Assured Guaranty”), a Maryland-domiciled insurance company, AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A (the “Trust”), a Delaware statutory trust, AFS SENSUB CORP., a Nevada corporation (when referred to individually hereunder, “AFS SenSub,” when referred to as the seller under the Sale and Servicing Agreement referred to below, the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. (the “Company”), a Delaware corporation and AMERICREDIT CORP., a Texas corporation (“AmeriCredit”).

INTRODUCTORY STATEMENTS

AFS SenSub proposes to acquire the Receivables from the Company and simultaneously to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue the Certificate pursuant to the Trust Agreement and Notes pursuant to the Indenture.

Each Note will be secured by the Collateral. The Trust has requested that Assured Guaranty issue a financial guaranty insurance policy guarantying certain distributions of interest and principal on the Notes on each Insured Distribution Date (including any such distributions subsequently avoided as a preference under applicable bankruptcy law) upon the terms, and subject to the conditions, provided herein.

The parties hereto desire to specify the conditions precedent to the issuance of the Notes Policy by Assured Guaranty, the payment of premium in respect of the Notes Policy, the indemnity and reimbursement to be provided to Assured Guaranty in respect of amounts paid by Assured Guaranty under the Notes Policy or otherwise and certain other matters.

In consideration of the premises and of the agreements herein contained, Assured Guaranty, the Trust, the Company, AFS SenSub and AmeriCredit hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Capitalized terms used herein shall have the meanings provided in Appendix I hereto or the meanings given such terms in the Sale and Servicing Agreement or the Spread Account Agreement, unless the context otherwise requires.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.1 Representations and Warranties of the Trust. The Trust represents and warrants, as of the date hereof and as of the Date of Issuance (except as expressly provided herein), as follows:

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

(b) Power and Authority. The Trust has all necessary trust power and authority to conduct its business as currently conducted and as described in the Offering Document, to execute, deliver and perform its obligations under the Transaction Documents and has full power and authority to sell and assign the Receivables as contemplated by the Transaction Documents and to consummate the Transaction.

(c) Due Authorization. The execution, delivery and performance of the Transaction Documents by the Trust have been duly authorized by all necessary trust action and do not require any additional approvals or consents or other action by, or any notice to or filing with, any Person, including, without limitation, any governmental entity.

(d) Noncontravention. None of the execution and delivery of the Transaction Documents by the Trust, the consummation of the transactions contemplated thereby nor the satisfaction of the terms and conditions of the Transaction Documents,

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

(ii) constitutes, or will constitute, a default by the Trust under, or a breach of, any provision of any loan agreement, mortgage, indenture or other agreement or instrument to which the Trust is a party or by which it or any of its property is or may be bound or affected, or

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(iii) results in or requires the creation of any Lien upon or in respect of any of the assets of the Trust, except as otherwise expressly contemplated by the Transaction Documents.

(e) Legal Proceedings. There is no action, proceeding, suit or investigation by or before any court, governmental or administrative agency or arbitrator against or affecting the Trust, or any properties or rights of the Trust, pending or, to the knowledge of the Trust, threatened, which, in any case, if decided adversely, would result in a Material Adverse Change with respect to the Trust, the Certificate or the Notes.

(f) Valid and Binding Obligations. Each of the Transaction Documents to which the Trust is a party when executed by the Owner Trustee on behalf of the Trust, will constitute the legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally or general equitable principles (whether in a proceeding at law or in equity) and except to the extent that rights to indemnity and contribution may be limited by public policy. The Certificate, when executed, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement and will evidence the entire beneficial ownership interest in the Trust. The Notes when executed, authenticated and delivered in accordance with the Indenture, will be entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Trust, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally or general equitable principles (whether in a proceeding at law or in equity) and except to the extent that rights to indemnity and contribution may be limited by public policy.

(g) Accuracy of Information. None of the Transaction Documents, nor any of the Provided Documents, contain any statement of a material fact with respect to the Trust or the Transaction that was untrue or misleading in any material respect when made. Since the furnishing of the Provided Documents, there has been no change, nor any development or event involving a prospective change known to the Trust, that would render any of the Provided Documents untrue or misleading in any material respect. There is no fact known to the Trust which has a material possibility of causing a Material Adverse Change with respect to the Trust or which has a material possibility of impairing the value or marketability of the Receivables, taken as a whole, or decreasing the possibility that amounts due in respect of the Receivables will be collected as due.

(h) Compliance With Securities Laws. The offer and sale of the Notes comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws. Without limitation of the foregoing, the Offering Document did not, as of its date, and does not, as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

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(i) Transaction Documents. Each of the representations and warranties of the Trust contained in the Transaction Documents is true and correct in all material respects and the Trust hereby makes each such representation and warranty made by it to, and for the benefit of, Assured Guaranty as if the same were set forth in full herein.

(j) No Consents. No consent, license, authorization or approval from, or registration or other action by, and no notice to or filing or declaration with, any governmental entity or regulatory body, is required for the due execution, delivery and performance by the Trust of the Transaction Documents or any other material document or instrument to be delivered thereunder, except (in each case) such as have been obtained or the failure of which to be obtained would not be reasonably likely to have a material adverse effect on the Transaction.

(k) Compliance With Law, Etc. No practice, procedure or policy employed or proposed to be employed by the Trust in the conduct of its business violates any law, regulation, judgment, agreement, order or decree applicable to it which, if enforced, would result in a Material Adverse Change with respect to the financial condition of such Person.

(l) Special Purpose Entity.

(i) The capital of the Trust is adequate for the business and undertakings of the Trust.

(ii) Except as contemplated by the Transaction Documents, the Trust is not engaged in any business transactions with any AmeriCredit Party or any Affiliate of any of them.

(iii) The Trust’s funds and assets are not, and will not be, commingled with the funds of any other Person.

(m) Solvency; Fraudulent Conveyance. The Trust is solvent and will not be rendered insolvent by the Transaction and, after giving effect to such Transaction, the Trust will not be left with an unreasonably small amount of capital with which to engage in its business. The Trust does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Trust does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Trust or any of its assets.

(n) Perfection of Liens and Security Interest. On the Date of Issuance, the Lien and security interest in favor of the Trust Collateral Agent with respect to the Collateral will be perfected by the filing of financing statements on Form UCC-1 in each jurisdiction where such recording or filing is necessary for the perfection thereof, the delivery of the Receivables Files to the Custodian, and the establishment of the Collection Account and the Note Distribution Account in accordance with the provisions of the Transaction Documents, and no other filings in any jurisdiction or any other actions (except as expressly provided herein) are necessary to perfect the Trust Collateral Agent’s Lien on and security interest in the Collateral as against any third parties.

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(o) Investment Company Act. The Trust is not an “investment company,” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act.

(p) Collateral. On the Date of Issuance, the Trust will have good and marketable title to each item of Trust Property conveyed on such date and will own each such item free and clear of any Lien (other than Liens contemplated under the Indenture) or any equity or participation interest of any other Person.

(q) Security Interest in Funds and Investments. Assuming the retention of funds in the Accounts, such funds will be subject to a valid and perfected, first priority security interest in favor of the Trust Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders), the Certificateholder and Assured Guaranty.

Section 2.2 Affirmative Covenants of the Trust. The Trust hereby agrees (to the extent set forth in this Section 2.2) that during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing:

(a) Compliance With Agreements and Applicable Laws. The Trust shall perform each of its obligations under the Transaction Documents and shall comply with all material requirements of, and the Notes shall be offered and sold in accordance with, any law, rule, regulation or order applicable to it or thereto, or that are required in connection with its performance under any of the Transaction Documents. So long as no Insurer Default has occurred and is continuing, the Trust will not cause or permit to become effective any amendment to or modification of any of the Transaction Documents to which it is a party unless Assured Guaranty shall have previously approved in writing such amendment or modification; provided however, that if an Insurer Default has occurred and is continuing, the Trust will not cause or permit to become effective any such amendment or modification that would materially and adversely affect the interest of Assured Guaranty. The Trust shall not take any action or fail to take any action that would interfere with the enforcement of any rights under the Transaction Documents.

(b) Certain Information. The Trust shall keep, or cause to be kept, in reasonable detail books and records of account of its assets and business, which shall be furnished to Assured Guaranty upon request. The Trust shall furnish to Assured Guaranty, simultaneously with the delivery of such documents to the Indenture Trustee, the Noteholders or the Certificateholder, as the case may be, copies of all reports, certificates, statements, financial statements or notices furnished to the Indenture Trustee, the Noteholders or the Certificateholder, as the case may be, pursuant to the Transaction Documents (including, but not limited to, copies of any reports submitted to the Trust by its independent accountants in connection with any examination of the financial statements of the Trust).

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(i) Certain Information. Not less than ten days prior to the date of filing with the IRS of any tax return or amendment thereto, the Trust shall deliver to Assured Guaranty copies of the proposed form of such return or amendment and, promptly after the filing or sending thereof, (A) copies of each tax return and amendment thereto that the Trust files with the IRS and (B) copies of all financial statements, reports, and registration statements which the Trust files with, or delivers to, any federal government agency, authority or body which supervises the issuance of securities by the Trust.

(ii) Other Information. Promptly upon the request of Assured Guaranty, the Trust shall deliver to Assured Guaranty copies of all schedules, financial statements or other similar reports delivered to or by the Trust pursuant to the terms of this Insurance Agreement and the other Transaction Documents and such other data as Assured Guaranty may reasonably request.

(c) Access to Records; Discussions with Officers. The Trust shall, upon the request of Assured Guaranty, permit Assured Guaranty, or its authorized agent, at the expense of Assured Guaranty, at reasonable times and upon reasonable prior written notice:

(i) to inspect such books and records of the Trust as may relate to the Notes, the Certificate, the Receivables and the other Trust Property, the obligations of the Trust under the Transaction Documents, the business of the Trust and the transactions consummated in connection therewith; and

(ii) to discuss the affairs, finances and accounts of the Trust with an appropriate officer of the Trust.

Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of the Trust.

(d) Notice of Material Events. The Trust shall promptly inform Assured Guaranty in writing of the occurrence of any of the following:

(i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation against the Trust in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any governmental agency, which, if adversely determined, would have a material adverse effect on the Receivables as a whole, or which, if adversely determined, would have a material adverse effect upon the ability of the Trust to perform its obligations under any Transaction Document;

(ii) any change in the location of the Trust’s principal office or any change in the location of the books and records of the Trust;

(iii) the occurrence of any Default or Special Event; or

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(iv) any other event, circumstance or condition that has resulted, or which is reasonably likely to result, in a Material Adverse Change in respect of the Trust.

(e) Further Assurances. The Trust will file all necessary financing statements, assignments or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the Lien on and security interest in, and all rights of the Trust Collateral Agent with respect to the Collateral under the Indenture. In addition, the Trust shall, upon the request of Assured Guaranty, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within thirty (30) days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Transaction Documents or to protect the interest of the Trust Collateral Agent in the Collateral under the Indenture. In addition, the Trust agrees to cooperate with S&P or Moody’s, as applicable, in connection with any review of the Transaction which may be undertaken by S&P or Moody’s after the date hereof.

(f) Retirement of Notes. The Trust shall, upon retirement of the Notes, furnish to Assured Guaranty a notice of such retirement, and, upon such retirement and the expiration of the Term Of The Policy, surrender the Notes Policy to Assured Guaranty for cancellation.

(g) Third-Party Beneficiary. The Trust agrees that Assured Guaranty shall have all rights of a third-party beneficiary in respect of the Sale and Servicing Agreement and hereby incorporates and restates its representations, warranties and covenants as set forth therein for the benefit of Assured Guaranty.

(h) Preservation of Existence. The Trust shall observe in all material respects all procedures required by its Certificate of Trust and Trust Agreement and preserve and maintain its existence as a trust and its rights, franchises and privileges in the jurisdiction of its organization, and shall qualify and remain qualified in good standing in each jurisdiction where the nature of its business requires it to do so except where the failure to be so qualified, in good standing and to maintain its rights, franchises and privileges would not have a material adverse effect on the financial condition of the Trust, or its ability to perform its obligations under this Insurance Agreement or under any other Transaction Document to which it is party.

(i) Disclosure Document. Each Offering Document delivered with respect to the Notes shall clearly disclose that the Notes Policy is not covered by the property/casualty insurance security fund specified in Article 76 of the New York Insurance Law. In addition, each Offering Document delivered with respect to the Notes which includes financial statements of Assured Guaranty prepared in accordance with generally accepted accounting principles (but excluding any Offering Document in which such financial statements are incorporated by reference) shall include the following statement immediately following such financial statements:

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The Maryland Insurance Administration recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the Maryland Insurance Code, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the Maryland Insurance Administration to financial statements prepared in accordance with generally accepted accounting principles in making such determinations.

(j) Special Purpose Entity.

(i) The Trust shall conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of AmeriCredit, the Company, AFS SenSub or any other Affiliates thereof or that the assets of the Trust are available to pay the creditors of AmeriCredit, the Company, AFS SenSub or any other Affiliates thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of the Trust.

(ii) The Trust shall maintain trust records and books of account separate from those of AmeriCredit, the Company, AFS SenSub and Affiliates of any of them.

(iii) The Trust shall obtain proper authorization from its equity owners of all trust action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Assured Guaranty within two weeks of such authorization or meeting as the case may be.

(iv) Although the organizational expenses of the Trust have been paid by AmeriCredit, operating expenses and liabilities of the Trust shall be paid from its own funds or by AmeriCredit.

(v) The annual financial statements of the Trust shall disclose the effects of the Trust’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of the Trust are not available to pay creditors of AmeriCredit, the Company, AFS SenSub or any Affiliate of any of them.

(vi) The resolutions, agreements and other instruments of the Trust underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by the Trust as official records of the Trust separately identified and held apart from the records of AmeriCredit, the Company, AFS SenSub and each Affiliate of any of them.

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(vii) The Trust shall maintain an arm’s-length relationship with AmeriCredit, the Company, AFS SenSub and each Affiliate of any of them and will not hold itself out as being liable for the debts of any such Person.

(viii) The Trust shall keep its assets and its liabilities wholly separate from those of all other entities, including, but not limited to, the Underwriters, the Company, AFS SenSub and each Affiliate of any of them except, in each case, as contemplated by the Transaction Documents.

(k) Tax Matters. The Trust will take, or refrain from taking, as the case may be, all actions necessary to ensure that for federal and state income tax purposes the Trust is not taxable as an association (or publicly traded partnership) taxable as a corporation.

(l) Securities Laws. The Trust shall comply in all material respects with all applicable provisions of state and federal securities laws, including blue sky laws and the Securities Act, the Exchange Act and the Investment Company Act and all rules and regulations promulgated thereunder for which non-compliance would result in a Material Adverse Change with respect to the Trust.

(m) Incorporation of Covenants. The Trust shall comply with each of the Trust’s covenants set forth in the Transaction Documents and hereby incorporates such covenants by reference as if each were set forth herein.

Section 2.3 Negative Covenants of AFS SenSub on Behalf of the Trust. Each of the Trust and AFS SenSub, as Depositor, on behalf of the Trust, hereby agrees (to the extent set forth in this Section 2.3), that during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing:

(a) Restrictions on Liens. The Trust shall not, except as contemplated by the Transaction Documents, (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or Restriction on Transferability of the Receivables, or (ii) file under the Uniform Commercial Code of any jurisdiction any financing statement which names the Trust as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables.

(b) Impairment of Rights. The Trust shall not take any action, or fail to take any action, if such action or failure to take action would be reasonably likely to (i) interfere with the enforcement of any rights under the Transaction Documents that are material to the rights, benefits or obligations of the Indenture Trustee, the Certificateholder, the Noteholders or Assured Guaranty, (ii) result in a Material Adverse Change in respect of the Receivables, or (iii) impair the ability of the Trust to perform its obligations under the Transaction Documents.

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(c) Waiver, Amendments, Etc. So long as no Insurer Default has occurred and is continuing, the Trust shall not waive, modify or amend, or consent to any waiver, modification or amendment of, any of the provisions of any of the Transaction Documents; provided however, that if an Insurer Default has occurred and is continuing, the Trust will not cause or permit to become effective any such waiver, modification, amendment or consent related thereto that would materially and adversely affect the interest of Assured Guaranty.

(d) Successors. The Trust shall not terminate or designate, or consent to the termination or designation of, the Servicer, Backup Servicer, the Collateral Agent, the Owner Trustee or any successor thereto without the prior approval of Assured Guaranty.

(e) Creation of Indebtedness; Guarantees. Other than the Transaction Documents, the Trust shall not create, incur, assume or suffer to exist any indebtedness other than indebtedness guaranteed or approved in writing by Assured Guaranty. Without the prior written consent in writing of Assured Guaranty, the Trust shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital.

(f) Subsidiaries. The Trust shall not form, or cause to be formed, any Subsidiaries.

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

(h) Other Activities. The Trust shall not:

(i) sell, pledge, transfer, exchange or otherwise dispose of any of its assets except as permitted under the Transaction Documents; or

(ii) engage in any business or activity except as contemplated by the Transaction Documents and as permitted by the Trust Agreement.

(i) Insolvency. The Trust shall not commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to the bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, corporation or other relief or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets or make a general assignment for the benefit of its creditors. The Trust shall not take any action in furtherance of, or indicating the consent to, approval of, or acquiescence in, any of the acts set forth above. The Trust shall not admit in writing its inability to pay its debts.

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Section 2.4 Delivery of Assured Guaranty Financial Statements.

(a) Assured Guaranty agrees (i) only until AFS SenSub and the Trust are eligible to suspend filing of Exchange Act Reports and only for so long as AFS SenSub and the Trust are required to file Assured Guaranty Financial Statements to comply with their reporting obligations in relation to the Exchange Act Reports, as soon as reasonably practicable after the public release of any Assured Guaranty Financial Statements, unless such Assured Guaranty Financial Statements then satisfy the Incorporation by Reference Conditions, to deliver to the Company an electronic copy of such Assured Guaranty Financial Statements for the related period, meeting the requirements of Regulation S-X of the Securities Act, via an e-mail communication or e-mail communications addressed to Securitization&ConduitReporting@americredit.com, or such other address that has been designated by the Company and provided in a written notice to Assured Guaranty (any such address, the “AmeriCredit E-mail Address”); (ii) only until AFS SenSub and the Trust are eligible to suspend filing of Exchange Act Reports and only for so long as AFS SenSub and the Trust are required to file Assured Guaranty Financial Statements to comply with their reporting obligations in relation to the Exchange Act Reports, during any period that Assured Guaranty satisfies the Incorporation By Reference Conditions, to notify the Company reasonably promptly after the filing by AGL (or, if Assured Guaranty is then subject to the reporting requirements of the Exchange Act, the filing by Assured Guaranty) of any amended Form 10-K or amended Form 10-Q report containing amended Assured Guaranty Financial Statements; provided, however, that Assured Guaranty may satisfy any such obligation so to notify the Company by sending an e-mail communication to the AmeriCredit E-mail Address advising the Company that AGL (or, if applicable, Assured Guaranty) has filed an amended report under the Exchange Act and containing either an electronic copy of such report or a hyperlink to an electronic copy of such report appearing on AGL’s, Assured Guaranty’s or the Commission’s web site; (iii) that Assured Guaranty consents to the incorporation by reference of such Assured Guaranty Financial Statements in, or the inclusion of such Assured Guaranty Financial Statements as an exhibit to, the Prospectus and AFS SenSub’s or Trust’s applicable Form 10-D filings; (iv) only until AFS SenSub and the Trust are eligible to suspend filing of Exchange Act Reports and only for so long as AFS SenSub and the Trust are required to file Assured Guaranty Financial Statements to comply with their reporting obligations in relation to the Exchange Act Reports, to comply with reasonable written requests of the Company or AFS SenSub for the delivery of any other additional information as may be necessary for AFS SenSub or the Trust to comply with Item 1114 of Regulation AB, so long as such information is available to Assured Guaranty through commercially reasonable efforts and not otherwise available to AFS SenSub or the Company; and (v) that, on not less than three (3) Business Days’ notice, it will use commercially reasonable efforts to cause its accountants, if required by AFS SenSub or the Trust in order to comply with the Exchange Act, to issue their consent to the incorporation by reference of any Assured Guaranty Financial Statements into the Prospectus or any of the AFS SenSub’s or the Trust’s applicable Form 10-D filings; provided, however, that Assured Guaranty’s liability in the case of a breach of the agreements contained in this Section 2.4 will be limited to the actual damages incurred by AmeriCredit, the Company, AFS SenSub or the Trust, and in no event will Assured Guaranty be liable for indirect, incidental, special, consequential, exemplary or punitive damages, including, without limitation, (x) damage to reputation, (y) loss of profit, revenue or business opportunity or (z) delay or impairment of access to the capital markets (including as a result of the failure of AmeriCredit, the Company, AFS SenSub or the Trust to satisfy the eligibility requirements set forth in Instruction I.A.3 or I.A.4 of Form S-3 under the Securities Act). In addition, in no event will Assured Guaranty be liable for failing to provide any notification required under this Section 2.4 in the event that Assured Guaranty has used reasonable efforts in sending, but has been unable to send, an e-mail communication to the AmeriCredit E-mail Address so long as, as soon as reasonably practicable after Assured Guaranty has actual knowledge that any such e-mail communication has not properly been sent to or received at the AmeriCredit E-mail Address, Assured Guaranty has either (i) successfully faxed a copy of the communication that it had attempted to e-mail to the AmeriCredit E-mail Address to AmeriCredit at (817) 302-7915 or (ii) mailed a copy of such communication to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer. It is understood and agreed that, to the extent any consent letter of Assured Guaranty’s accountants is required by the Company or the Trust in connection with any such filing, the fees and expenses payable in respect thereof shall be paid by AmeriCredit upon demand.

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(b) In addition to any and all rights of indemnification or any rights of the Company, AFS SenSub, the Trust or AmeriCredit pursuant to this Insurance Agreement, the Indemnification Agreement or any other Transaction Document or under law or equity, Assured Guaranty agrees to pay, and to protect, indemnify and save harmless the AmeriCredit Parties and the Trust from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or by reason of any untrue statement of: (i) a material fact or an omission to state a material fact necessary in order to make the statements therein in light of the circumstances in which they were made not misleading contained in any Assured Guaranty Financial Statements incorporated by reference in, or included as an exhibit to, any Exchange Act Reports pursuant to Section 2.4(a) hereof (“Incorporated Assured Guaranty Financial Statements”); or (ii) subject to the limitations on liability set forth in Section 2.4(a) of this Insurance Agreement, any failure of Assured Guaranty to comply with its obligations under Section 2.4(a) of this Insurance Agreement or any breach of its representations under Section 2.4(c) of this Insurance Agreement.

(c) As of each date that Incorporated Assured Guaranty Financial Statements are incorporated into the Prospectus or any Exchange Act Report, Assured Guaranty represents to the AmeriCredit Parties that:

(i) AGL (or, if Assured Guaranty is then subject to the reporting requirements of the Exchange Act, Assured Guaranty) is required to file reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act;

(ii) AGL (or, if Assured Guaranty is then subject to the reporting requirements referred to in Section 2.04(c)(i) above, Assured Guaranty) has filed all reports and other materials required to be filed by such requirements during the preceding 12 months (or such shorter period that such party was required to file such reports and materials);

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(iii) the reports filed by AGL (or, if Assured Guaranty is then subject to the reporting requirements referred to in Section 2.04(c)(i) above, filed by Assured Guaranty) include the Incorporated Assured Guaranty Financial Statements;

(iv) to the best of Assured Guaranty’s knowledge, the accountants who certify the Incorporated Assured Guaranty Financial Statements and supporting schedules included in the Incorporated Assured Guaranty Financial Statements (if applicable) are independent registered public accountants as required by the Securities Act; and

(v) the Incorporated Assured Guaranty Financial Statements incorporated by reference in the Registration Statement relating to the Prospectus (including through filing of an Exchange Act Report) complied in all material respects with the applicable requirements of Regulation S-X.

Section 2.5 [Reserved].

Section 2.6 [Reserved].

Section 2.7 Representations and Warranties with Respect to AFS SenSub and the Company. Each AmeriCredit Party represents, warrants and covenants, as of the Date of Issuance, with respect to AFS SenSub and the Company, as follows:

(a) Due Organization and Qualification. AFS SenSub is a corporation, duly formed, organized, validly existing and is in good standing under the laws of the State of Nevada and the Company is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. Each of AFS SenSub and the Company is duly qualified to do business, and has obtained all necessary licenses, permits, charters, registrations and approvals (together, “approvals”) necessary for the conduct of its business as currently conducted and as described in the Offering Document and the performance of its obligations under the Transaction Documents, in each jurisdiction in which the failure to be so qualified or to obtain such approvals would render any Receivable unenforceable in any respect or would otherwise have a material adverse effect upon the Transaction.

(b) Power and Authority. Each of AFS SenSub and the Company has all necessary corporate power and authority to conduct its business as currently conducted and as described in the Offering Document, to execute, deliver and perform its obligations under the Transaction Documents and has full power and authority to sell and assign the Receivables as contemplated by the Transaction Documents and to consummate the Transaction.

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(c) Due Authorization. The execution, delivery and performance of the Transaction Documents by each of AFS SenSub and the Company have been duly authorized by all necessary corporate action and do not require any additional approvals or consents or other action by, or any notice to, or filing with, any Person, including, without limitation, any governmental entity or the Company’s stockholder.

(d) Noncontravention. None of the execution and delivery of the Transaction Documents by the Company or by AFS SenSub, the consummation of the transactions contemplated thereby nor the satisfaction of the terms and conditions of the Transaction Documents,

(i) conflicts with or results in any breach or violation of any provision of the Certificate of Incorporation or Bylaws of the Company or AFS SenSub, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Company or AFS SenSub, as the case may be, or any of their respective properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over the Company or AFS SenSub, as the case may be,

(ii) constitutes or will constitute a default by the Company or AFS SenSub, as the case may be, under or a breach of any provision of any loan agreement, mortgage, indenture or other agreement or instrument to which the Company or AFS SenSub is a party or by which it, or any of its or their properties is, or may be, bound or affected, or

(iii) results in or requires the creation of any Lien upon or in respect of any of the assets of the Company or AFS SenSub except as otherwise expressly contemplated by the Transaction Documents.

(e) Legal Proceedings. There is no action, proceeding or investigation pending, or to the best knowledge of the Company or AFS SenSub after reasonable inquiry, threatened by or before any court, regulatory body, governmental or administrative agency or arbitrator against or affecting the Company or AFS SenSub, or any properties or rights of the Company or AFS SenSub, including without limitation, the Receivables, which might result in a Material Adverse Change with respect to the Company, AFS SenSub or the Certificate.

(f) Valid and Binding Obligations. Each of the Transaction Documents to which either the Company or AFS SenSub is a party when executed and delivered by the Company or AFS SenSub, as the case may be, will constitute the legal, valid and binding obligations of such Person, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles. The Certificate, when executed, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement and will evidence the entire beneficial ownership interest in the Trust. The Notes when executed, authenticated and delivered in accordance with the Indenture, will be entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Trust, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally or general equitable principles (whether in a proceeding at law or in equity) and except to the extent that rights to indemnity and contribution may be limited by public policy.

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(g) ERISA. Each of AFS SenSub and the Company is in compliance with ERISA and has not incurred and does not reasonably expect to incur, any liabilities to the PBGC under ERISA in connection with any Plan or Multiemployer Plan.

(h) Accuracy of Information. None of the Transaction Documents nor any of the Provided Documents contain any statement of a material fact with respect to the Company or AFS SenSub or the Transaction that was untrue or misleading in any material respect when made. Since the furnishing of the Provided Documents, there has been no change, nor any development or event involving a prospective change known to the Company or to AFS SenSub, that would render any of the Provided Documents untrue or misleading in any material respect. There is no fact known to the Company or AFS SenSub which has a material possibility of causing a Material Adverse Change with respect to either of the Company or AFS SenSub, or which has a material possibility of impairing the value or marketability of the Receivables, taken as a whole, or decreasing the possibility that amounts due in respect of the Receivables will be collected as due.

(i) Compliance With Securities Laws. The offer and sale of the Securities comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws. Without limitation of the foregoing, the Offering Document does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(j) Transaction Documents. Each of the representations and warranties of AFS SenSub and the Company contained in the Transaction Documents is true and correct in all material respects and each of AFS SenSub and the Company hereby makes each such representation and warranty made by it to, and for the benefit of, Assured Guaranty as if the same were set forth in full herein.

(k) No Consents. No consent, license, approval or authorization from, or registration, filing or declaration with, any regulatory body, administrative agency, or other governmental instrumentality, nor any consent, approval, waiver or notification of any creditor, lessor or other nongovernmental person, is required in connection with the execution, delivery and performance by the Company or AFS SenSub of this Insurance Agreement or of any other Transaction Document to which such Person is a party, except (in each case) such as have been obtained and are in full force and effect.

(l) Compliance With Law, Etc. No practice, procedure or policy employed or proposed to be employed by the Company or AFS SenSub in the conduct of their respective businesses violates any law, regulation, judgment, agreement, order or decree applicable to it which, if enforced, would result in a Material Adverse Change with respect to such Person.

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(m) Special Purpose Entity.

(i) The capital of AFS SenSub is adequate for the business and undertakings of AFS SenSub.

(ii) AFS SenSub is a wholly-owned special-purpose subsidiary of the Company.

(iii) [Reserved].

(iv) The funds and assets of AFS SenSub are not, and will not be, commingled with the funds of any other person.

(n) Solvency; Fraudulent Conveyance. Each of AFS SenSub and the Company is solvent and will not be rendered insolvent by the Transaction and, after giving effect to such Transaction, neither the Company nor AFS SenSub will be left with an unreasonably small amount of capital with which to engage in its business. Neither the Company nor AFS SenSub intends to incur, or believes that it has incurred, debts beyond its ability to pay such debts as they mature. Neither the Company nor AFS SenSub contemplates the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Company or AFS SenSub, as the case may be, or any of their respective assets. The amount of consideration being received by the Seller upon the sale of the Receivables to the Trust constitutes reasonably equivalent value and fair consideration for the Receivables. The Seller is not selling the Receivables to the Trust, as provided in the Transaction Documents, with any intent to hinder, deal or defraud any of the Company’s creditors.

(o) Good Title; Valid Transfer; Absence of Liens; Security Interest.

(i) Immediately prior to the pledge of the Collateral to the Trust Collateral Agent pursuant to the Indenture, the Trust was the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, power and lawful authority to assign, transfer and pledge such Receivables. The Indenture constitutes a valid pledge of the Collateral to the Trust Collateral Agent and the Trust Collateral Agent shall have a valid and perfected first priority security interest in the Collateral, free and clear of all Liens and Restrictions on Transferability.

(ii) Immediately prior to the transfer of any Receivables to the Trust pursuant to the Sale and Servicing Agreement, AFS SenSub was or will have been the owner of, and had good and marketable title to, such property free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by AFS SenSub to the Trust is characterized as other than a sale, such transfer shall be characterized as a secured financing, and the Trustee shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

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(iii) Immediately prior to the sale of the Receivables to AFS SenSub pursuant to the Purchase Agreement, the Company was or will have been the owner of, and had good and marketable title to, the Receivables being transferred by such party free and clear of all Liens and Restrictions on Transferability, and had or will have had full right, corporate power and lawful authority to assign, transfer and pledge such Receivables. In the event that a transfer of the Receivables by the Company to AFS SenSub is characterized as other than a sale, such transfer shall be characterized as a secured financing, and AFS SenSub shall have a valid and perfected first priority security interest in such Receivables free and clear of all Liens and Restrictions on Transferability.

(p) [Reserved]

(q) Taxes. The Company has filed all federal and state tax returns which are required to be filed and paid all taxes, including any assessments received by the Company, to the extent that such taxes have become due. Any taxes, fees and other governmental charges payable by the Company or AFS SenSub in connection with the Transaction, the execution and delivery of the Transaction Documents and the issuance of the Securities have been paid or shall have been paid at or prior to the Date of Issuance.

(r) Security Interest in Funds and Investments in the Spread Account. Assuming the retention of funds in the Spread Account, such funds will be subject to a valid and perfected, first priority security interest in favor of the Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Assured Guaranty.

Section 2.8 Affirmative Covenants with Respect to the Company and AFS SenSub. Each AmeriCredit Party hereby agrees with respect to the Company and with respect to AFS SenSub that during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing:

(a) Compliance With Agreements and Applicable Laws. Each of AFS SenSub and the Company shall perform each of its respective obligations under the Transaction Documents and shall comply with all material requirements of any law, rule or regulation applicable to it, or that are required in connection with its performance under any of the Transaction Documents. So long as no Insurer Default has occurred and is continuing, neither the Company nor AFS SenSub will cause or permit to become effective any amendment to or modification of any of the Transaction Documents to which it is a party unless Assured Guaranty shall have previously approved in writing such amendment or modification; provided however, that if an Insurer Default has occurred and is continuing, neither the Company nor AFS SenSub will cause or permit to become effective any such amendment or modification that would materially and adversely affect the interest of Assured Guaranty. Neither the Company nor AFS SenSub shall take any action or fail to take any action that would interfere with the enforcement of any rights under the Transaction Documents.

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(b) Reports; Other Information. Each of AFS SenSub and the Company shall keep or cause to be kept in reasonable detail books and records of account of their respective assets and business. Each of AFS SenSub and the Company shall furnish or caused to be furnished to Assured Guaranty:

(i) Promptly upon receipt thereof, copies of all reports, statements, certifications, schedules, or other similar items delivered to or by the Company or AFS SenSub pursuant to the terms of the Transaction Documents and, promptly upon request, such other data as Assured Guaranty may reasonably request; provided, however, that neither the Company nor AFS SenSub shall be required to deliver any such items if provision by some other party to Assured Guaranty is required under the Transaction Documents unless such other party wrongfully fails to deliver such item. The Company and AFS SenSub shall, upon the request of Assured Guaranty, permit Assured Guaranty or its authorized agents (A) to inspect its books and records as they may relate to the Securities, the Receivables, the Certificate, the obligations of AFS SenSub and the Company under the Transaction Documents, the Transaction and, but only following the occurrence of a Special Event, AFS SenSub’s business; (B) to discuss the affairs, finances and accounts of AFS SenSub and the Company with an officer of each upon Assured Guaranty’s reasonable request; and (C) upon the occurrence of a Special Event, to discuss the affairs, finances and accounts of AFS SenSub and the Company with its independent accountants, provided that an officer of such Person shall have the right to be present during such discussions. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of such Person. The fees and expenses of Assured Guaranty or any such authorized agents shall be for the account of AmeriCredit.

(ii) The Company shall provide or cause to be provided to Assured Guaranty an executed original copy of each document executed in connection with the transaction within 30 days after the date of closing.

(c) Notice of Material Events. The Company and AFS SenSub shall promptly inform Assured Guaranty in writing of the occurrence of any of the following:

(i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation (A) against the Company or AFS SenSub pertaining to the Receivables in general, (B) with respect to a material portion of the Receivables, or (C) in which a request has been made for certification as a class action (or equivalent relief) that would involve a material portion of the Receivables;

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(ii) any change in the location of the principal office of either of the Company or AFS SenSub or any change in the location of the books and records of the Company or AFS SenSub;

(iii) the occurrence of any Default or Special Event; or

(iv) any other event, circumstance or condition that has resulted, or which the Company or AFS SenSub, as the case may be, reasonably believes might result, in a Material Adverse Change in respect of the Company or AFS SenSub.

(d) Further Assurances. Each of AFS SenSub and the Company will file all necessary financing statements, assignments or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve and protect fully the Lien on and security interest in, and all rights of the Trust Collateral Agent, for the benefit of the Trust Collateral Agent (for Assured Guaranty), with respect to the Receivables, the Collection Account and the Spread Account. In addition, each of AFS SenSub and the Company shall, upon the request of Assured Guaranty, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within thirty (30) days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Transaction Documents or to protect the interest of the Trust, the Owner Trustee, the Indenture Trustee and Assured Guaranty, in the Receivables, the Collection Account and the Spread Account, free and clear of all Liens and Restrictions on Transferability except as contemplated by the Transaction Documents. In addition, each of AFS SenSub and the Company agrees to cooperate with S&P and Moody’s in connection with any review of the Transaction which may be undertaken by S&P and Moody’s after the date hereof.

(e) Third-Party Beneficiary. Each of AFS SenSub and the Company agrees that Assured Guaranty shall have all rights of a third-party beneficiary in respect of the Sale and Servicing Agreement and hereby incorporates and restates its representations, warranties and covenants as set forth therein for the benefit of Assured Guaranty.

(f) Existence. AFS SenSub shall maintain its corporate existence and shall at all times continue to be duly organized under the laws of Nevada and the Company shall maintain its corporate existence and shall at all times continue to be duly organized under the laws of Delaware, and each shall at all times be duly qualified and duly authorized (as described in Sections 2.7(a), (b) and (c) hereof) and each shall conduct its business in accordance with the terms of its Certificate of Incorporation and its Bylaws (with respect to AFS SenSub) or its Certificate of Incorporation and Bylaws (with respect to the Company).

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(g) Disclosure Document. Each Offering Document delivered with respect to the Securities shall clearly disclose that the Notes Policy is not covered by the property/casualty insurance security fund specified in Article 76 of the New York Insurance Law. In addition, each Offering Document delivered with respect to the Securities which includes financial statements of Assured Guaranty prepared in accordance with generally accepted accounting principles (but excluding any Offering Document in which such financial statements are incorporated by reference) shall include the following statement immediately following such financial statements:

The Maryland Insurance Administration recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the Maryland Insurance Code, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the Maryland Insurance Administration to financial statements prepared in accordance with generally accepted accounting principles in making such determinations.

(h) Special Purpose Entity.

(i) AFS SenSub shall conduct its business solely in its own name through its duly authorized agents so as not to mislead others as to the identity of the entity with which those others are concerned, and particularly will use its best efforts to avoid the appearance of conducting business on behalf of any Affiliate thereof or that the assets of AFS SenSub are available to pay the creditors of the Company, AFS SenSub or AmeriCredit or any Affiliate thereof. Without limiting the generality of the foregoing, all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and loan applications, will be made solely in the name of AFS SenSub.

(ii) AFS SenSub shall maintain corporate records and books of account separate from those of the Company, AFS SenSub, the Trust and AmeriCredit, and the affiliates thereof.

(iii) AFS SenSub shall obtain proper authorization from its shareholders of all action requiring such authorization, and copies of each such authorization and the minutes or other written summary of each such meeting shall be delivered to Assured Guaranty within two weeks of such authorization or meeting as the case may be.

(iv) [Reserved].

(v) Although the organizational expenses of AFS SenSub have been paid by AmeriCredit, AFS SenSub shall pay its own operating expenses and liabilities from its own funds.

(vi) The annual financial statements of AFS SenSub shall disclose the effects of AFS SenSub’s transactions in accordance with generally accepted accounting principles and shall disclose that the assets of AFS SenSub are not available to pay creditors of AmeriCredit, AFS SenSub, the Trust or the Company or any Affiliate thereof.

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(vii) The agreements and other instruments of AFS SenSub underlying the transactions described in this Insurance Agreement and in the other Transaction Documents shall be continuously maintained by AFS SenSub as official records of AFS SenSub, separately identified and held apart from the records of AmeriCredit, the Trust and the Company and each Affiliate thereof.

(viii) AFS SenSub shall maintain an arm’s-length relationship with AmeriCredit, the Trust and the Company and the affiliates thereof, and will not hold itself out as being liable for the debts of AmeriCredit or the Company or any affiliate thereof.

(ix) AFS SenSub shall keep its assets and liabilities wholly separate from those of all other entities, including, but not limited to, the Underwriters, AmeriCredit, the Trust and the Company and each Affiliate of them except, in each case, as contemplated by the Transaction Documents.

(i) Maintenance of Licenses. Each of AFS SenSub and the Company shall maintain all licenses, permits, charters and registrations which are material to the performance by it of its obligations under this Insurance Agreement and each other Transaction Document to which it is a party or by which it is bound.

(j) Release of Liens. To the extent applicable, the Company shall duly file no later than the first Business Day immediately following the Closing Date, the amendments to, and/or terminations of, UCC financing statements evidencing the Release of Security Interests.

Section 2.9 Negative Covenants with Respect to AFS SenSub and the Company. Each AmeriCredit Party hereby agrees with respect to AFS SenSub and with respect to the Company that during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing:

(a) Restrictions on Liens. Neither AFS SenSub nor the Company shall, except as contemplated by the Transaction Documents, (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any Lien or Restriction on Transferability of the Receivables, or (ii) file under the Uniform Commercial Code of any jurisdiction any financing statement which names the Company or AFS SenSub as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables.

(b) Impairment of Rights. Neither AFS SenSub nor the Company shall take any action, or fail to take any action, if such action or failure to take action may (i) interfere with the enforcement of any rights under the Transaction Documents that are material to the rights, benefits or obligations of the Indenture Trustee, the Certificateholder, the Noteholders or Assured Guaranty, (ii) result in a Material Adverse Change in respect of the Receivables, or (iii) impair the ability of the Company or AFS SenSub to perform their respective obligations under the Transaction Documents, including any consolidation, merger with any Person or any transfer of all or any material amount of the assets of the Company or AFS SenSub to any other Person if such consolidation, merger or transfer would materially impair the net worth of the Company or AFS SenSub or any successor Person obligated, after such event, to perform such Person’s obligations under the Transaction Documents.

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(c) Waiver, Amendments, Etc. So long as no Insurer Default has occurred and is continuing, neither AFS SenSub nor the Company shall waive, modify or amend, or consent to any waiver, modification or amendment of, any of the provisions of any of the Transaction Documents; provided however, that if an Insurer Default has occurred and is continuing, neither the Company nor AFS SenSub will cause or permit to become effective any such waiver, modification, amendment or consent related thereto that would materially and adversely affect the interest of Assured Guaranty.

(d) Successors. Neither AFS SenSub nor the Company shall terminate or designate, or consent to the termination or designation of, the Servicer, Backup Servicer, Collateral Agent, the Owner Trustee or any successor thereto without the prior approval of Assured Guaranty.

(e) Creation of Indebtedness; Guarantees. AFS SenSub shall not create, incur, assume or suffer to exist any indebtedness other than indebtedness guaranteed or approved in writing by Assured Guaranty other than the Transaction Documents. Without the prior written consent of Assured Guaranty, the Trustee and AFS SenSub shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person, agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital.

(f) Subsidiaries. AFS SenSub shall not form, or cause to be formed, any Subsidiaries.

(g) [Reserved].

(h) No Mergers. AFS SenSub shall not consolidate with or merge into any Person or transfer all or any material amount of its assets to any Person or liquidate or dissolve except as permitted by its certificate of incorporation and as contemplated by the Transaction Documents.

(i) Other Activities. AFS SenSub shall not:

(i) sell, pledge, transfer, exchange or otherwise dispose of any of its assets except as permitted under the Transaction Documents; or

(ii) engage in any business or activity other than in connection with the Transaction Documents, documents entered into with respect to the other AmeriCredit Securitizations and as permitted by its certificate of incorporation.

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(j) Insolvency. No AmeriCredit Party shall commence with respect to the Company, AFS SenSub or the Trust, as the case may be, any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to the bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, corporation or other relief with respect to it or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets, or make a general assignment for the benefit of its creditors. No AmeriCredit Party shall take any action in furtherance of, or indicating the consent to, approval of, or acquiescence in any of the acts set forth above. Neither AFS SenSub nor the Company shall admit in writing its inability to pay its debts.

Section 2.10 Representations and Warranties of AmeriCredit. AmeriCredit represents, warrants and covenants, as of the date hereof and as of the Date of Issuance, as follows:

(a) Due Organization and Qualification. AmeriCredit is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, with power and authority to own its properties and conduct its business. AmeriCredit is duly qualified to do business, is in good standing and has obtained all necessary licenses, permits, charters, registrations and approvals (together, “approvals”) necessary for the conduct of its business as currently conducted and the performance of its obligations under the Transaction Documents, in each jurisdiction in which the failure to be so qualified or to obtain such approvals would render any Transaction Document unenforceable in any respect or would otherwise have a material adverse effect upon the Transaction.

(b) Power and Authority. AmeriCredit has all necessary corporate power and authority to conduct its business as currently conducted, to execute, deliver and perform its obligations under this Insurance Agreement and each other Transaction Document to which it is a party and to carry out the terms of each such Document and has full power and authority to consummate the Transaction.

(c) Due Authorization. The execution, delivery and performance by AmeriCredit of this Insurance Agreement and each other Transaction Document to which it is a party have been duly authorized by all necessary corporate action and do not require any additional approvals or consents or other action by or any notice to or filing with any Person, including, without limitation, any governmental entity or the stockholders of such Person.

(d) Noncontravention. Neither the execution nor delivery of this Insurance Agreement and each other Transaction Document to which AmeriCredit is a party, nor the consummation of the Transaction nor the satisfaction of the terms and conditions of this Insurance Agreement and each other Transaction Document to which AmeriCredit is a party,

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(i) conflicts with or results, or will conflict with or result, in any breach or violation of any provision of the Certificate of Incorporation or Bylaws of AmeriCredit or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to AmeriCredit, or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over AmeriCredit,

(ii) constitutes or will constitute a default by AmeriCredit under, or a breach of any provision of, any loan agreement, mortgage, indenture or other agreement or instrument to which AmeriCredit or any of its Subsidiaries is a party or by which it or any of its or their properties is or may be bound or affected, or

(iii) results in or requires, or will result in or require, the creation of any Lien upon, or in respect of, any of the assets of AmeriCredit or any of its Subsidiaries except as otherwise expressly contemplated by the Transaction Documents.

(e) Legal Proceedings. There is no action, proceeding or investigation pending, or to the best knowledge of AmeriCredit after reasonable inquiry, threatened by or before any court, regulatory body, governmental or administrative agency or arbitrator against or affecting AmeriCredit, or any properties or rights of AmeriCredit which is likely to result in a Material Adverse Change with respect to AmeriCredit, or which might adversely affect the federal or state tax attributes of the Securities.

(f) Valid and Binding Obligations. Each of the Transaction Documents to which AmeriCredit is a party, when executed and delivered by it, and assuming due authorization, execution and delivery by the other parties thereto, will constitute the legal, valid and binding obligations of AmeriCredit, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles. The Certificate, when executed, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement and will evidence the entire beneficial ownership interest in the Trust. The Notes when executed, authenticated and delivered in accordance with the Indenture, will be entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Trust, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally or general equitable principles (whether in a proceeding at law or in equity) and except to the extent that rights to indemnity and contribution may be limited by public policy.

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

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(h) ERISA. AmeriCredit is in compliance with ERISA and has not incurred and does not reasonably expect to incur any liabilities to the PBGC under ERISA in connection with any Plan or Multiemployer Plan.

(i) Accuracy of Information. None of the Provided Documents contain any statement of a material fact with respect to AmeriCredit or the Transaction that was untrue or misleading in any material respect when made (except insofar as any such Document was connected to, or superseded by, a subsequent Provided Document). Since the furnishing of the Provided Documents, there has been no change, or any development or event involving a prospective change known to AmeriCredit that would render any representation or warranty or other statement made by it in any of the Provided Documents untrue or misleading in any material respect. There is no fact known to AmeriCredit which has a material possibility of causing a Material Adverse Change with respect to it (for purposes of the foregoing representation and warranty, Material Adverse Change shall be determined only with respect to AmeriCredit, but not any of its Subsidiaries individually) or which has a material possibility of impairing the value or marketability of the Receivables, taken as a whole, or decreasing the possibility that amounts due in respect of the Receivables will be collected as due.

(j) Compliance With Securities Laws. Neither the Trust nor AmeriCredit is required to be registered as an “investment company” under the Investment Company Act and the Trust is not subject to the information reporting requirements of the Securities Exchange Act.

(k) Transaction Documents. Each of the representations and warranties of AmeriCredit contained in the Transaction Documents is true and correct in all material respects and AmeriCredit hereby makes each such representation and warranty made by it to, and for the benefit of, Assured Guaranty as if the same were set forth in full herein.

(l) No Consents. No consent, license, approval or authorization from, or registration, filing or declaration with, any regulatory body, administrative agency, or other governmental instrumentality, nor any consent, approval, waiver or notification of any creditor, lessor or other non-governmental person, is required in connection with the execution, delivery and performance by AmeriCredit of this Insurance Agreement or of any other Transaction Document to which it is a party, except (in each case) such as have been obtained and are in full force and effect.

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

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(n) Solvency; Fraudulent Conveyance. AmeriCredit is solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, AmeriCredit will not be left with an unreasonably small amount of capital with which to engage in its business. AmeriCredit does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. AmeriCredit does not contemplate the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of AmeriCredit or any of its assets. AmeriCredit is not entering into the Transaction Documents or consummating the transactions contemplated thereby with any intent to hinder, delay or defraud any of AmeriCredit’s creditors.

(o) Taxes. AmeriCredit has filed all federal and state tax returns which are required to be filed and paid all taxes, in each case with respect to the includible group of which AmeriCredit is a member, including any assessments received by it, to the extent that such taxes have become due other than taxes that it shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto. Any taxes, fees and other governmental charges payable by AmeriCredit in connection with the Transaction and the execution and delivery of the Transaction Documents have been paid or shall have been paid at or prior to the Date of Issuance.

(p) [Reserved].

(q) Compliance with Anti-Money Laundering Laws. No practice, procedure or policy employed or proposed to be employed by AmeriCredit in the conduct of its business constitutes a material violation of any anti-money laundering law or regulation (including without limitation, the USA PATRIOT Act, Public Law No. 107-56 (2001), and regulations promulgated thereunder) applicable to AmeriCredit.

Section 2.11 Affirmative Covenants of AmeriCredit. AmeriCredit hereby agrees, during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing, as follows:

(a) Compliance With Agreements and Applicable Laws. AmeriCredit shall perform each of its respective obligations under the Transaction Documents and shall comply with all material requirements of any law, rule or regulation applicable to it or thereto, or that are required in connection with its performance under any of the Transaction Documents. So long as no Insurer default has occurred and is continuing, AmeriCredit will not cause or permit to become effective any amendment to or modification of any of the Transaction Documents to which it is a party unless Assured Guaranty shall have previously approved in writing the form of such amendment or modification; provided however, that if an Insurer Default has occurred and is continuing, AmeriCredit will not cause or permit to become effective any such amendment or modification that would materially and adversely affect the interest of Assured Guaranty. AmeriCredit shall not take any action or fail to take any action that would interfere with the enforcement of any rights under the Transaction Documents.

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(b) Financial Statements; Accountants’ Reports; Other Information. AmeriCredit shall keep, or cause to be kept, in reasonable detail books and records of account of its assets and business, and shall clearly reflect therein the transfer of the Receivables to the Trust and the sale of the Securities to the Underwriters as a sale of AFS SenSub’s interest in the Receivables evidenced by the Securities. AmeriCredit shall deliver to Assured Guaranty, simultaneously with the delivery of such documents to the relevant federal or state department or agency copies of all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and periodic reports on Form 8-K (upon request) required to be filed by AmeriCredit with the Commission. AmeriCredit shall also furnish or cause to be furnished to Assured Guaranty:

(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit, the audited balance sheets of AmeriCredit as of the end of such fiscal year and the audited statements of income, shareholders’ equity and cash flows of AmeriCredit for such fiscal year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the certificate of independent accountants (which shall be a nationally recognized firm or otherwise acceptable to Assured Guaranty) for AmeriCredit and by the certificate specified in Section 2.11(c) hereof.

(ii) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the close of the first three quarters of each fiscal year of AmeriCredit, the unaudited balance sheets of AmeriCredit as of the end of each such quarter and the unaudited statements of income and cash flows of AmeriCredit for the portion of the fiscal year then ended, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied (subject to normal year-end adjustments), and accompanied by the certificate specified in Section 2.11(c) hereof if such certificate is required to be provided pursuant to such Section.

(iii) Accountants’ Reports. If a Special Event has occurred, upon the request of Assured Guaranty, the balance sheets of AmeriCredit as of the end of AmeriCredit’s most recent fiscal year (and the most recent fiscal half) and the statements of income, shareholders’ equity and cash flows of AmeriCredit for such fiscal year (and for such half), all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and, in the case of financial statements as of the end of a fiscal year, audited and accompanied by the certificate of independent accountants (which shall be a nationally recognized firm or otherwise acceptable to Assured Guaranty) for AmeriCredit.

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(iv) Other Information. Promptly upon receipt thereof, copies of all reports, statements, certifications, schedules, or other similar items delivered to or by AmeriCredit pursuant to the terms of the Transaction Documents and, promptly upon request, such other data as Assured Guaranty may reasonably request; provided, however, that AmeriCredit shall not be required to deliver any such items if provision by some other party to Assured Guaranty is required under the Transaction Documents unless such other party wrongfully fails to deliver such item. AmeriCredit shall, upon the request of Assured Guaranty, permit Assured Guaranty or its authorized agents to inspect its books and records as they may relate to the Securities, the Receivables, the obligations of AmeriCredit under the Transaction Documents or the Transaction. Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of AmeriCredit. The fees and expenses of Assured Guaranty or any such authorized agents shall be for the account of AmeriCredit. In addition, AmeriCredit shall promptly (but in no case more than 30 days following issuance or receipt by a Commonly Controlled Entity) provide to Assured Guaranty a copy of all correspondence between a Commonly Controlled Entity and the PBGC, IRS, Department of Labor or the administrators of a Multiemployer Plan relating to any Reportable Event or the underfunded status, termination or possible termination of a Plan or a Multiemployer Plan. The books and records of AmeriCredit will be maintained at the address for it designated herein for receipt of notices, unless it shall otherwise advise the parties hereto in writing.

(v) AmeriCredit shall provide, or cause to be provided, to Assured Guaranty an executed original copy of each document executed in connection with the Transaction within 30 days after the date of closing.

(c) Compliance Certificate. AmeriCredit shall deliver to Assured Guaranty concurrently with the delivery of the financial statements required pursuant to Section 2.11(b)(i) hereof (and concurrently with the delivery of the financial statements required pursuant to Section 2.11(b)(ii) hereof, if a Special Event has occurred), a certificate signed by an officer of AmeriCredit stating that the attached financial reports submitted in accordance with Section 2.11(b)(i) or (ii) hereof, as applicable, are complete and correct in all material respects and present fairly the financial condition and results of operations of AmeriCredit as of the dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied (subject as to interim statements to normal year-end adjustments).

(d) Notice of Material Events. AmeriCredit shall promptly inform Assured Guaranty in writing of the occurrence of any of the following:

(i) the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation (A) against AmeriCredit pertaining to the Receivables in general, (B) with respect to a material portion of the Receivables, or (C) in which a request has been made for certification as a class action (or equivalent relief) that would involve a material portion of the Receivables;

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(ii) any change in the location of AmeriCredit’s principal office or any change in the location of the books and records of AmeriCredit;

(iii) the occurrence of any Default or Special Event; or

(iv) any other event, circumstance or condition that has resulted, or which AmeriCredit reasonably believes is likely to result, in a Material Adverse Change in respect of AmeriCredit (for purposes of the foregoing representation and warranty, Material Adverse Change shall be determined only with respect to AmeriCredit, but not any of its Subsidiaries individually).

(e) Further Assurances. AmeriCredit shall, upon the request of Assured Guaranty, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, within thirty (30) days of such request, such amendments hereto and such further instruments and take such further action as may be reasonably necessary to effectuate the intention, performance and provisions of the Transaction Documents. In addition, AmeriCredit agrees to cooperate with S&P and Moody’s in connection with any review of the Transaction which may be undertaken by S&P and Moody’s after the date hereof.

(f) Corporate Existence. AmeriCredit shall maintain its corporate existence and shall at all times continue to be duly organized under the laws of the State of Texas and duly qualified and duly authorized (as described in Sections 2.10(a), (b) and (c) hereof) and shall conduct its business in accordance with the terms of its Certificate of Incorporation and Bylaws.

(g) Maintenance of Licenses. AmeriCredit shall maintain all licenses, permits, charters and registrations which are material to the performance by it of its obligations under this Insurance Agreement and each other Transaction Document to which is a party or by which it is bound.

(h) Notice of Merger or Consolidation of Trust. AmeriCredit (i) shall promptly inform Assured Guaranty in writing of the occurrence of (a) the Trust consolidating or merging with or into any other Person or (b) the Trust conveying or transferring all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, as set forth in Section 3.10 of the Indenture; and (ii) shall obtain the necessary consents of Assured Guaranty to effect such actions.

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(i) For so long as AmeriCredit has any securitization transactions (including warehouse facilities) outstanding as to which Assured Guaranty has provided credit enhancements and any of the securitized receivables remain on AmeriCredit’s consolidated balance sheet, AmeriCredit shall include disclosure with respect to such on-balance sheet securitizations, in (i) any financial statement provided to a creditor of AmeriCredit and (ii) all financial statements included as part of its Form 10-Qs and Form 10-Ks subsequently filed by AmeriCredit with the Commission, in a form substantially as follows: “AmeriCredit structures its securitization transactions and its warehouse facilities as secured financings that do not meet the accounting criteria for sale of finance receivables. Accordingly, following a securitization or the pledging of receivables to a warehouse facility, the finance receivables are transferred to special purpose finance subsidiaries of the AmeriCredit and the related securitization notes payable or warehouse credit, issued by special purpose finance subsidiaries, remain on the consolidated balance sheet. While these subsidiaries are included in AmeriCredit’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by them are legally owned by these subsidiaries, are available to satisfy the related securitization notes payable or the warehouse credit issued and are not available to creditors of AmeriCredit or its other subsidiaries.”

Section 2.12 Negative Covenants of AmeriCredit. AmeriCredit hereby agrees, during the Term of this Agreement, unless Assured Guaranty shall otherwise expressly consent in writing, as follows:

(a) Impairment of Rights. AmeriCredit shall not take any action, or fail to take any action, if such action or failure to take action may (i) interfere with the enforcement of any rights under the Transaction Documents that are material to the rights, benefits or obligations of the Trustee, the Certificateholder or Assured Guaranty, (ii) result in a Material Adverse Change in respect of the Receivables or (iii) impair the ability of AmeriCredit to perform its respective obligations under the Transaction Documents, including any consolidation, merger with any Person or any transfer of all or any material amount of the assets of AmeriCredit to any other Person if such consolidation, merger or transfer would materially impair the net worth of AmeriCredit or any successor Person obligated, after such event, to perform such Person’s obligations under the Transaction Documents.

(b) Waiver, Amendments, Etc. So long as no Insurer Default has occurred and is continuing, AmeriCredit shall not waive, modify or amend, or consent to any waiver, modification or amendment of, any of the provisions of any of the Transaction Documents; provided however, that if an Insurer Default has occurred and is continuing, AmeriCredit will not cause or permit to become effective any such waiver, modification, amendment or consent related thereto that would materially and adversely affect the interest of Assured Guaranty.

(c) Insolvency. AmeriCredit shall not commence with respect to the Company, AFS SenSub or the Trust, any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to the bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to any of the Company, the Trust or AFS SenSub, as the case may be, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, corporation or other relief with respect to any of the Company, the Trust or AFS SenSub, as the case may be, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for any of the Company, the Trust or AFS SenSub, as the case may be, or for all or any substantial part of their respective assets, or make a general assignment for the benefit of their respective creditors. AmeriCredit shall not take any action in furtherance of, or indicating the consent to, approval of, or acquiescence in any of the acts set forth above.

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(d) Compliance with Anti-Money Laundering Laws. AmeriCredit will not employ any practice, procedure or policy in the conduct of its business that would constitutes a material violation of any anti-money laundering law or regulation (including without limitation, the USA PATRIOT Act, Public Law No. 107-56 (2001), and regulations promulgated thereunder) applicable to AmeriCredit.

ARTICLE III

THE NOTES POLICY; REIMBURSEMENT; INDEMNIFICATION

Section 3.1 Issuance of the Notes Policy. Assured Guaranty agrees to issue the Notes Policy subject to satisfaction of the conditions precedent set forth in Appendix A hereto.

Section 3.2 Payment of Fees and Premium.

(a) [Reserved].

(b) Legal Fees. On the Date of Issuance, AmeriCredit shall pay or cause to be paid legal fees and disbursements incurred by Assured Guaranty in connection with the issuance of the Notes Policy up to an amount equal to $75,000, unless otherwise agreed between AmeriCredit and Assured Guaranty.

(c) Rating Agency Fees. The initial fees of S&P and Moody’s with respect to the Securities and the transactions contemplated hereby shall be paid by AmeriCredit in full on the Date of Issuance, or otherwise provided for to the satisfaction of Assured Guaranty. All periodic and subsequent fees of S&P or Moody’s with respect to, and directly allocable to, the Securities shall be for the account of, and shall be billed to, AmeriCredit. The fees for any other rating agency shall be paid by the party requesting such other agency’s rating, unless such other agency is a substitute for S&P or Moody’s in the event that S&P or Moody’s is no longer rating the Securities, in which case the cost for such substitute agency shall be paid by AmeriCredit.

(d) Auditors’ Fees. In the event that Assured Guaranty’s auditors are required to provide information or any consent in connection with the Offering Document prepared prior to the Date of Issuance, fees therefor not exceeding $6,000.00 shall be paid by AmeriCredit. AmeriCredit shall pay on demand any additional fees of Assured Guaranty’s auditors payable in respect of any Offering Document that are incurred after the Date of Issuance. It is understood that Assured Guaranty’s auditors shall not incur any additional fees in respect of future Offering Documents except at the request of or with the consent of AmeriCredit.

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(e) Premium. In consideration of the issuance by Assured Guaranty of the Notes Policy, Assured Guaranty shall be entitled to receive the Premium as and when due in accordance with the terms of the Premium Letter first (i) in accordance with the provisions of Section 5.7(a) of the Sale and Servicing Agreement and (ii) to the extent such amounts are insufficient, directly from AmeriCredit. The Premium paid under the Sale and Servicing Agreement shall be nonrefundable without regard to whether Assured Guaranty makes any payment under the Notes Policy or any other circumstances relating to the Securities or provision being made for payment of the Securities prior to maturity.

Section 3.3 Reimbursement and Additional Payment Obligation. Each AmeriCredit Party and the Trust, jointly and severally, agrees to pay to Assured Guaranty the following amounts as and when incurred:

(a) a sum equal to the total of all amounts paid by Assured Guaranty under the Notes Policy;

(b) any and all out-of-pocket charges, fees, costs and expenses that Assured Guaranty or its affiliates may reasonably pay or incur, including, but not limited to, attorneys’ and accountants’ fees and expenses, in connection with (i) in the event of payments under the Notes Policy, any accounts established to facilitate payments under the Notes Policy, to the extent Assured Guaranty has not been immediately reimbursed on the date that any amount is paid by Assured Guaranty under the Notes Policy, or other administrative expenses relating to such payments under the Notes Policy, (ii) the prepayment of any borrowings made or implementation or cancellation of any financial contracts for limiting interest rate risk (including, without limitation, any interest rate swaps and hedges) entered into in connection with, or (following an Event of Default) in anticipation of, funding payments under the Notes Policy, (iii) the enforcement, defense or preservation of any rights in respect of any of the Transaction Documents, including defending, monitoring or participating in any litigation or proceeding (including any insolvency or bankruptcy proceeding in respect of any Transaction participant or any affiliate thereof) relating to any of the Transaction Documents, any party to any of the Transaction Documents or the Transaction, (iv) any amendment, waiver or other action with respect to, or related to, any Transaction Document whether or not executed or completed, or (v) any review or investigation made by Assured Guaranty in those circumstances where its approval or consent is sought under any of the Transaction Documents; costs and expenses shall include the reasonable fees and expenses charged by Transaction Services Corporation, an affiliate of Assured Guaranty, spent in connection with the actions described in clause (iii) above;

(c) interest on any and all amounts described in Section 3.3(a) or Section 3.2(b), or in connection with any Insurer Optional Deposit by Assured Guaranty, from the date due to Assured Guaranty pursuant to the provisions hereof until payment thereof in full, payable to Assured Guaranty at the Late Payment Rate per annum; and

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(d) any payments made by Assured Guaranty on behalf of, or advanced to, the Company, in its capacity as Servicer, or the Trustee, including, without limitation, any amounts payable by the Company, in its capacity as Servicer, or the Trustee pursuant to the Securities or any other Transaction Documents; and any payments made by Assured Guaranty as, or in lieu of, any servicing, management, trustee, custodial or administrative fees payable, in the sole discretion of Assured Guaranty to third parties in connection with the Transaction.

All such amounts under this Section 3.3 are to be immediately due and payable without demand, in full, without any requirement on the part of Assured Guaranty to seek reimbursement of such amounts from any other source of reimbursement or indemnity or to allocate such amount to any other transaction that may have benefited from the expenditure of such amounts.

Section 3.4 Certain Obligations Not Recourse to AmeriCredit Parties. Notwithstanding any provision of Section 3.3 or Section 3.5 to the contrary, the payment obligations provided in Section 3.3(a), 3.3(b)(ii) and 3.3(d) (to the extent of advances to the Trustee in respect of payments on the Securities), and any interest on the foregoing in accordance with Section 3.3(c), and the indemnification obligation provided in Section 3.5(a)(ii)(B) shall not be recourse to any AmeriCredit Party, but shall be payable in the manner and in accordance with priorities provided in the Sale and Servicing Agreement in each case, to the extent that such payment obligations do not arise from any failure or default in performance by an AmeriCredit Party of any of its obligations under the Transaction Documents.

Section 3.5 Indemnification.

(a) Indemnification by AmeriCredit. In addition to any and all rights of reimbursement, indemnification, subrogation and any other rights pursuant hereto or under law or in equity, each AmeriCredit Party agrees to pay, and to protect, indemnify and save harmless, Assured Guaranty and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Assured Guaranty within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act, from and against any and all claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs or expenses (including, without limitation, fees and expenses of attorneys, consultants and auditors and reasonable costs of investigations) of any nature arising out of or relating to the transactions contemplated by the Transaction Documents by reason of:

(i) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee or agent of the Trust, AmeriCredit, the Company or AFS SenSub, as the case may be;

(ii)(A) the breach by the Trust, AmeriCredit, the Company or AFS SenSub, as the case may be, of any representation, warranty or covenant under any of the Transaction Documents or (B) the occurrence, in respect of the Trust, AmeriCredit, the Company or AFS SenSub, as the case may be, under any of the Transaction Documents of any “event of default” or any event which, with the giving of notice or the lapse of time or both, would constitute any “event of default”; or

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(iii) any untrue statement or alleged untrue statement of a material fact contained in any Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in an Offering Document and furnished by Assured Guaranty in writing expressly for use therein (all such information so furnished being referred to herein as “Assured Guaranty Information”), it being understood that, in respect of the initial Offering Document, the Assured Guaranty Information is limited to the information included under the caption “The Insurer” and the financial statements of Assured Guaranty incorporated therein by reference or appended thereto.

(b) Conduct of Actions or Proceedings. If any action or proceeding (including any governmental investigation) shall be brought or asserted against Assured Guaranty, any officer, director, shareholder, employee or agent of Assured Guaranty or any Person controlling Assured Guaranty (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) in respect of which indemnity may be sought from an AmeriCredit Party (the “Indemnifying Party”) hereunder, Assured Guaranty shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to Assured Guaranty and the payment of all expenses. An Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof at the expense of the Indemnified Party; provided, however, that the fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party if (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel satisfactory to Assured Guaranty in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that (A) there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party and (B) the representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate or contrary to prudent practice (in which case, if the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the Indemnified Parties, which firm shall be designated in writing by Assured Guaranty). The Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected without its written consent to the extent that any such settlement shall be prejudicial to the Indemnifying Party, but, if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding with respect to which the Indemnifying Party shall have received notice in accordance with this subsection (b), the Indemnifying Party agrees to indemnify and hold the Indemnified Parties harmless from and against any loss or liability by reason of such settlement or judgment.

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(c) Contribution. To provide for just and equitable contribution if the indemnification provided by the Indemnifying Party is determined to be unavailable for any Indemnified Party (other than due to application of this Section), the Indemnifying Party shall contribute to the losses incurred by the Indemnified Party on the basis of the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand.

Section 3.6 Subrogation. Subject only to the priority of payment provisions of the Sale and Servicing Agreement, each of the Trust, AmeriCredit, the Company and AFS SenSub acknowledges that, to the extent of any payment made by Assured Guaranty pursuant to the Notes Policy, Assured Guaranty is to be fully subrogated to the extent of such payment and any additional interest due on any late payment, to the rights of the Noteholders to any moneys paid or payable in respect of the Notes, under the Transaction Documents or otherwise. Each of the Trust, AmeriCredit, the Company and AFS SenSub agrees to such subrogation and, further, agrees to execute such instruments and to take such actions as, in the sole judgment of Assured Guaranty, are necessary to evidence such subrogation and to perfect the rights of Assured Guaranty to receive any moneys paid or payable in respect of the Securities under the Transaction Documents or otherwise.

ARTICLE IV

FURTHER AGREEMENTS

Section 4.1 Effective Date; Term of Agreement. This Insurance Agreement shall take effect on the Date of Issuance and shall remain in effect until the later of (a) such time as Assured Guaranty is no longer subject to a claim under any Notes Policy shall have been surrendered to Assured Guaranty for cancellation and (b) all amounts payable to Assured Guaranty and the Certificateholder under the Transaction Documents and under the Securities have been paid in full; provided, however, that the provisions of Sections 3.2, 3.3 and 3.5 hereof shall survive any termination of this Insurance Agreement.

Section 4.2 Obligations Absolute.

(a) The payment obligations of AmeriCredit hereunder shall be absolute and unconditional, and shall be paid strictly in accordance with this Insurance Agreement under all circumstances irrespective of (i) any lack of validity or enforceability of, or any amendment or other modifications of, or waiver with respect to, any of the Transaction Documents, the Securities or the Notes Policy; (ii) any exchange or release of any other obligations hereunder; (iii) the existence of any claim, setoff, defense, reduction, abatement or other right which any of the Trust, AmeriCredit, the Company or AFS SenSub may have at any time against Assured Guaranty or any other Person; (iv) any document presented in connection with the Notes Policy proving to be forged, fraudulent, invalid or insufficient in any respect, including any failure to strictly comply with the terms of the Notes Policy, or any statement therein being untrue or inaccurate in any respect; (v) any failure of AFS SenSub to receive the proceeds from the sale of the Securities; (vii) any breach by the Trust, AmeriCredit, the Company or AFS SenSub of any representation, warranty or covenant contained in any of the Transaction Documents; or (viii) any other circumstances, other than payment in full, which might otherwise constitute a defense available to, or discharge of, the Trust, AmeriCredit, the Company or AFS SenSub in respect of any Transaction Document.

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(b) Each of the Trust, AmeriCredit, the Company and AFS SenSub and any and all others who are now or may become liable for all or part of the obligations of AmeriCredit, the Company and AFS SenSub under this Insurance Agreement agrees to be bound by this Insurance Agreement and (i) to the extent permitted by law, waives and renounces any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness, if any, and obligations evidenced by any Transaction Document or by any extension or renewal thereof; (ii) waives presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor and notice of protest; (iii) waives all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default or enforcement of any payment hereunder except as required by the Transaction Documents; (iv) waives all rights of abatement, diminution, postponement or deduction, or to any defense other than payment, or to any right of setoff or recoupment arising out of any breach under any of the Transaction Documents, by any party thereto or any beneficiary thereof, or out of any obligation at any time owing to AmeriCredit, the Company or AFS SenSub; (v) agrees that any consent, waiver or forbearance hereunder with respect to an event shall operate only for such event and not for any subsequent event; (vi) consents to any and all extensions of time that may be granted by Assured Guaranty with respect to any payment hereunder or other provisions hereof and to the release of any security at any time given for any payment hereunder, or any part thereof, with or without substitution, and to the release of any Person or entity liable for any such payment; and (vii) consents to the addition of any and all other makers, endorsers, guarantors and other obligors for any payment hereunder, and to the acceptance of any and all other security for any payment hereunder, and agrees that the addition of any such obligors or security shall not affect the liability of the parties hereto for any payment hereunder.

(c) Nothing herein shall be construed as prohibiting the Trust, AmeriCredit, the Company or AFS SenSub from pursuing any rights or remedies it may have against any Person other than Assured Guaranty in a separate legal proceeding.

Section 4.3 Assignments; Reinsurance; Third-Party Rights.

(a) This Insurance Agreement shall be a continuing obligation of the parties hereto and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. None of the Trust, AmeriCredit, the Company or AFS SenSub may assign its rights under this Insurance Agreement, or delegate any of its duties hereunder, without the prior written consent of Assured Guaranty. Any assignment made in violation of this Insurance Agreement shall be null and void.

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

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

(d) Except as provided herein with respect to participants and reinsurers, nothing in this Insurance Agreement shall confer any right, remedy or claim, express or implied, upon any Person, including, particularly, any Noteholder or the Certificateholder, other than Assured Guaranty, against the Trust, AmeriCredit, the Company or AFS SenSub, and all the terms, covenants, conditions, promises and agreements contained herein shall be for the sole and exclusive benefit of the parties hereto and their successors and permitted assigns. None of the Indenture Trustee, the Owner Trustee nor any Noteholder or the Certificateholder shall have any right to payment from any premiums paid or payable hereunder or from any other amounts paid by AmeriCredit pursuant to Section 3.2, 3.3 or 3.5 hereof.

Section 4.4 Liability of Assured Guaranty. Neither Assured Guaranty nor any of its officers, directors or employees shall be liable or responsible for: (a) the use which may be made of the Notes Policy by the Indenture Trustee or the Owner Trustee or for any acts or omissions of the Indenture Trustee or the Owner Trustee in connection therewith or (b) the validity, sufficiency, accuracy or genuineness of documents delivered to Assured Guaranty (or its Fiscal Agent) in connection with any claim under the Notes Policy, or of any signatures thereon, even if such documents or signatures should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged (unless Assured Guaranty had actual knowledge thereof). In furtherance and not in limitation of the foregoing, Assured Guaranty (or its Fiscal Agent) may accept documents that appear on their face to be in order, without responsibility for further investigation.

ARTICLE V

EVENTS OF DEFAULT; REMEDIES

Section 5.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a) a demand for payment shall be made under the Notes Policy;

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(b) any representation, warranty or covenant made by any of the Trust, AmeriCredit, the Company or AFS SenSub under any of the Transaction Documents, or in any certificate or report furnished under any of the Transaction Documents, shall prove to be untrue or incorrect in any material respect; provided, however, that if the Trust, AmeriCredit, the Company or AFS SenSub, as the case may be, effectively cures any such defect in any representation or warranty under any Transaction Document, or certificate or report furnished under any Transaction Document, within the time period specified in the relevant Transaction Document as the cure period therefor, such defect shall not in and of itself constitute an Event of Default hereunder;

(c) (i) any of the Trust, AmeriCredit, the Company or AFS SenSub shall fail to pay when due any amount payable under any of the Transaction Documents unless such amounts are paid in full within any applicable cure period explicitly provided for under the relevant Transaction Document; (ii) the Trust, AmeriCredit, the Company or AFS SenSub shall have asserted that any of the Transaction Documents to which it is a party is not valid and binding on the parties thereto; or (iii) any court, governmental authority or agency having jurisdiction over any of the parties to any of the Transaction Documents or any property thereof shall find or rule that any material provision of any of the Transaction Documents is not valid and binding on the parties thereto;

(d) any of the Trust, AmeriCredit, the Company or AFS SenSub shall fail to perform or observe any other covenant or agreement contained in any of the Transaction Documents (except for the obligations described under clause (c)(i) above or clause (m) below) and such failure shall continue for a period of 30 days after written notice given to the Trust or AFS SenSub by Assured Guaranty (which notice shall be forwarded to AmeriCredit and the Company by the Trust or AFS SenSub, provided however, that, such forwarding shall not be a condition to the occurrence of an Event of Default under this Section 5.1(d)), as the case may be; provided, however, that, if such failure shall be of a nature that it cannot be cured within 30 days, such failure shall not constitute an Event of Default hereunder if within such 30-day period the Trust or AFS SenSub, as the case may be, shall have given notice to Assured Guaranty of corrective action it proposes to take, which corrective action is agreed in writing by Assured Guaranty to be satisfactory and the Trust or AFS SenSub, as the case may be, shall thereafter pursue such corrective action diligently until such default is cured;

(e) any of the Trust, AmeriCredit, the Company or AFS SenSub shall fail to pay its debts generally as they come due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors, or shall institute any proceeding seeking to adjudicate it insolvent or seeking a liquidation, or shall take advantage of any insolvency act, or shall commence a case or other proceeding naming it as debtor under the United States Bankruptcy Code or similar law, domestic or foreign, or a case or other proceeding shall be commenced against any of the Trust, AmeriCredit, the Company or AFS SenSub under the United States Bankruptcy Code or similar law, domestic or foreign, or any proceeding shall be instituted against any of the Trust, AmeriCredit, the Company or AFS SenSub seeking liquidation of their respective assets and such Person shall fail to take appropriate action resulting in the withdrawal or dismissal of such proceeding within 30 days or there shall be appointed or any of the Trust, AmeriCredit, the Company or AFS SenSub shall consent to, or acquiesce in, the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such Person or the whole or any substantial part of its respective properties or assets or such Person shall take any corporate action in furtherance of any of the foregoing;

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(f) on any Insured Distribution Date, after taking into account the application in accordance with Section 5.7(a) of the Sale and Servicing Agreement on the related Distribution Date of the sum of Available Funds, any Deficiency Claim Amount Deposits and any Accelerated Payment Amount Shortfall Deposits with respect to such related Distribution Date and the amounts available in the Series 2010-A Spread Account (prior to withdrawals therefrom in accordance with the terms of the Spread Account Agreement), any amounts payable on such related Distribution Date pursuant to clauses (i), (ii), (iii) or (v) of Section 5.7(a) of the Sale and Servicing Agreement have not been paid in full;

(g) as of (A) any May-October Determination Date, the arithmetic average of the Delinquency Ratio for such Determination Date and the two immediately preceding Determination Dates is equal to or greater than 6.00%; provided, however, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring after the twelfth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 6.50%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring after the thirty-sixth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 7.00%; or (B) any November-April Determination Date, the arithmetic average of the Delinquency Ratio for such Determination Date and the two immediately preceding Determination Dates is equal to or greater than 6.25%; provided, however, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring after the twelfth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 6.75%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring after the thirty-sixth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 7.25% (any event specified in this clause (g), a “Level 2 Delinquency Ratio Test Failure”);

39

(h) the Cumulative Default Rate shall be equal to or greater than:

(A) 3.83%, with respect to any Determination Date occurring before or during the third calendar month succeeding the Closing Date, (B) 6.45%, with respect to any Determination Date occurring after the third, and before or during the 6th, calendar month succeeding the Closing Date, (C) 9.20%, with respect to any Determination Date occurring after the 6th, and before or during the 9th, calendar month succeeding the Closing Date, (D) 10.14%, with respect to any Determination Date occurring after the 9th, and before or during the 12th, calendar month succeeding the Closing Date, (E) 11.76%, with respect to any Determination Date occurring after the 12th, and before or during the 15th, calendar month succeeding the Closing Date, (F) 14.75%, with respect to any Determination Date occurring after the 15th, and before or during the 18th, calendar month succeeding the Closing Date, (G) 17.52%, with respect to any Determination Date occurring after the 18th, and before or during the 21st, calendar month succeeding the Closing Date, (H) 20.75%, with respect to any Determination Date occurring after the 21st, and before or during the 24th, calendar month succeeding the Closing Date, (I) 22.82%, with respect to any Determination Date occurring after the 24th, and before or during the 27th, calendar month succeeding the Closing Date, (J) 24.67%, with respect to any Determination Date occurring after the 27th, and before or during the 30th, calendar month succeeding the Closing Date, (K) 26.05%, with respect to any Determination Date occurring after the 30th, and before or during the 33rd, calendar month succeeding the Closing Date, (L) 27.66% with respect to any Determination Date occurring after the 33rd, and before or during the 36th, calendar month succeeding the Closing Date, (M) 29.05%, with respect to any Determination Date occurring after the 36th, and before or during the 39th, calendar month succeeding the Closing Date and (N) 29.51%, with respect to any Determination Date occurring after the 39th calendar month succeeding the Closing Date (any event specified in this clause (h), a “Level 2 Cumulative Default Rate Test Failure”);

(i) the Cumulative Loss Rate shall be equal to or greater than:

(A) 3.00%, with respect to any Determination Date occurring before or during the third calendar month succeeding the Closing Date, (B) 3.94%, with respect to any Determination Date occurring after the third, and before or during the 6th, calendar month succeeding the Closing Date, (C) 5.32%, with respect to any Determination Date occurring after the 6th, and before or during the 9th, calendar month succeeding the Closing Date, (D) 6.70%, with respect to any Determination Date occurring after the 9th, and before or during the 12th, calendar month succeeding the Closing Date, (E) 8.64%, with respect to any Determination Date occurring after the 12th, and before or during the 15th, calendar month succeeding the Closing Date, (F) 10.56%, with respect to any Determination Date occurring after the 15th, and before or during the 18th, calendar month succeeding the Closing Date, (G) 12.43%, with respect to any Determination Date occurring after the 18th, and before or during the 21st, calendar month succeeding the Closing Date, (H) 13.67%, with respect to any Determination Date occurring after the 21st, and before or during the 24th, calendar month succeeding the Closing Date, (I) 14.86%, with respect to any Determination Date occurring after the 24th, and before or during the 27th, calendar month succeeding the Closing Date, (J) 16.06%, with respect to any Determination Date occurring after the 27th, and before or during the 30th, calendar month succeeding the Closing Date, (K) 16.78%, with respect to any Determination Date occurring after the 30th, and before or during the 33rd, calendar month succeeding the Closing Date, (L) 17.74%, with respect to any Determination Date occurring after the 33rd, and before or during the 36th, calendar month succeeding the Closing Date and (M) 18.46%, with respect to any Determination Date occurring after the 36th calendar month succeeding the Closing Date (any event specified in this clause (i), a “Level 2 Cumulative Net Loss Rate Test Failure”);

40

(j) the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement;

(k) the Trust becomes taxable as an association (or publicly traded partnership) taxable as a corporation for federal or state income tax purposes;

(l) any default in the observance or performance of any covenant or agreement of the Trust made in the Indenture (other than a default in the payment of the interest or principal on any Note when due) or any representation or warranty of the Trust made in the Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Trust and the Indenture Trustee by Assured Guaranty, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied;

(m) to the extent applicable, the failure of the Company or AFS SenSub to comply with Section 2.8(j) of this Insurance Agreement; and

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

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Section 5.2 Remedies; Waivers.

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

(i) exercise any rights and remedies available under the Transaction Documents in its own capacity or in its capacity as the Person entitled to exercise the rights of the Controlling Party under the Transaction Documents, including, without limitation, its right to accelerate the Notes or to terminate the Company and to appoint a successor Servicer; or

(ii) take whatever action at law or in equity may appear necessary or desirable in its judgment to enforce performance of any obligation of the Trust, AmeriCredit, the Company or AFS SenSub under the Transaction Documents.

(b) Unless otherwise expressly provided, no remedy herein conferred upon or reserved is intended to be exclusive of any other available remedy, but each remedy shall be cumulative and shall be in addition to other remedies given under the Transaction Documents or existing at law or in equity. No delay or failure to exercise any right or power accruing under any Transaction Document upon the occurrence of any Event of Default or otherwise shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Assured Guaranty to exercise any remedy reserved to Assured Guaranty in this Article, it shall not be necessary to give any notice, other than such notice as may be expressly required in this Article.

(c) If any proceeding has been commenced to enforce any right or remedy under this Insurance Agreement and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to Assured Guaranty, then and in every such case the parties hereto shall, subject to any determination in such proceeding, be restored to their respective former positions hereunder, and, thereafter, all rights and remedies of Assured Guaranty shall continue as though no such proceeding had been instituted.

(d) Assured Guaranty shall have the right, to be exercised in its complete discretion, to waive any covenant, Default or Event of Default or collection of Premium Supplement by a writing setting forth the terms, conditions and extent of such waiver signed by Assured Guaranty and delivered to the Trust, AmeriCredit, the Company or AFS SenSub, as the case may be. Any such waiver may only be effected in writing duly executed by Assured Guaranty, and no other course of conduct shall constitute a waiver of any provision hereof. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence so waived and not to any other similar event or occurrence.

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ARTICLE VI

MISCELLANEOUS

Section 6.1 Amendments, Etc. This Insurance Agreement may be amended, modified or terminated only by written instrument or written instruments signed by the parties hereto, provided that the Rating Agencies shall be notified in writing of any such amendment, modification or termination in accordance with the notice provisions set forth in the Sale and Servicing Agreement. No act or course of dealing shall be deemed to constitute an amendment, modification or termination hereof.

Section 6.2 Notices. All demands, notices and other communications to be given hereunder shall be in writing (except as otherwise specifically provided herein) and shall be mailed by registered mail or personally delivered or telecopied to the recipient as follows:

(a)    To Assured Guaranty:	Assured Guaranty Corp. 31 West 52nd Street New York, NY 10019 Attention: Structured Surveillance Department
	Re:       Policy No. D-2010-66             Americredit Automobile Receivables             Trust 2010-A Confirmation:      (212) 974-0100 Telecopy No.:      (212) 339-3518 (in each case in which notice or other communication to Assured Guaranty refers to a Default, an Event of Default, a claim on the Notes Policy or with respect to which failure on the part of Assured Guaranty to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication should also be sent to the attention of each of the General Counsel of Assured Guaranty, the General Counsel of AmeriCredit and to the Trustee and, in all cases, any original and each copy shall be marked “URGENT MATERIAL ENCLOSED.”)
(b)    To AmeriCredit:	AmeriCredit Corp. 801 Cherry Street, Suite 3500 Fort Worth, Texas 76102 Attention: Chief Financial Officer

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(c)    To the Company:	AmeriCredit Financial Services, Inc. 801 Cherry Street, Suite 3500 Fort Worth, Texas 76102 Attention: Chief Financial Officer
(d)    To AFS SenSub:	AFS SenSub Corp. 2265 B Renaissance Drive, Suite 17 Las Vegas, Nevada, 89119 Attention: Chief Financial Officer
With a copy to:	AmeriCredit Financial Services, Inc. 801 Cherry Street, Suite 3500 Fort Worth, TX 76102 Attention: Chief Financial Officer
(e)    To the Trust:	AmeriCredit Automobile Receivables Trust 2010-A c/o Wilmington Trust Company 1100 North Market Street Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration, as owner trustee

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

Section 6.3 Payment Procedure. In the event of any payment by Assured Guaranty for which it is entitled to be reimbursed or indemnified as provided above, each of the Trust, AmeriCredit, the Company and AFS SenSub agrees to accept the voucher or other evidence of payment as prima facie evidence of the propriety thereof and the liability therefor to Assured Guaranty. All payments to be made to Assured Guaranty under this Insurance Agreement shall be made to Assured Guaranty in lawful currency of the United States of America in immediately available funds to the account number provided in the Premium Letter before 1:00 p.m. (New York, New York time) on the date when due or as Assured Guaranty shall otherwise direct by written notice to the Trust, AmeriCredit, the Company and AFS SenSub. In the event that the date of any payment to Assured Guaranty or the expiration of any time period hereunder occurs on a day which is not a Business Day, then such payment or expiration of time period shall be made or occur on the next succeeding Business Day with the same force and effect as if such payment was made or time period expired on the scheduled date of payment or expiration date. Payments to be made to Assured Guaranty under this Insurance Agreement shall bear interest at the Late Payment Rate from the date due to the date paid, and shall include interest on overdue interest, compounded monthly.

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Section 6.4 Severability. In the event that any provision of this Insurance Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, the parties hereto agree that such holding shall not invalidate or render unenforceable any other provision hereof. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by any party hereto is unavailable or unenforceable shall not affect in any way the ability of such party to pursue any other remedy available to it.

Section 6.5 Governing Law. THIS INSURANCE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INSURANCE AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INSURANCE AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

Section 6.6 Consent to Jurisdiction.

(a) THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY COURT IN THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND TO OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREUNDER OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE AND AGREE NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THE TRANSACTION DOCUMENTS OR THE SUBJECT MATTER THEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURTS.

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

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(c) Each of AmeriCredit, the Company and AFS SenSub hereby irrevocably appoints and designates The Prentice-Hall Corporation System, Inc., whose address is 15 Columbus Circle, New York, New York 10023-7773, as its true and lawful attorney and duly authorized agent for acceptance of service of legal process. Each of AmeriCredit, the Company, and AFS SenSub agrees that service of such process upon such Person shall constitute personal service of such process upon it.

(d) Nothing contained in this Insurance Agreement shall limit or affect Assured Guaranty’s right to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Transaction Documents against AmeriCredit, the Company or AFS SenSub or their property in the courts of any jurisdiction.

Section 6.7 Consent of Assured Guaranty. In the event that Assured Guaranty’s consent is required under any of the Transaction Documents, the determination whether to grant or withhold such consent shall be made by Assured Guaranty in its sole discretion without any implied duty towards any other Person, except as otherwise expressly provided therein.

Section 6.8 Counterparts. This Insurance Agreement may be executed in counterparts by the parties hereto, and all such counterparts shall constitute one and the same instrument.

Section 6.9 Trial by Jury Waived. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREUNDER. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THE TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THIS WAIVER.

Section 6.10 Limited Liability. (a) No recourse under any Transaction Document shall be had against, and no personal liability shall attach to, any officer, employee, director, affiliate or shareholder of any party hereto, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise in respect of any of the Transaction Documents, the Securities or the Notes Policy, it being expressly agreed and understood that each Transaction Document is solely a corporate obligation of each party hereto, and that any and all personal liability, either at common law or in equity, or by statute or constitution, of every such officer, employee, director, affiliate or shareholder for breaches by any party hereto of any obligations under any Transaction Document is hereby expressly waived as a condition of and in consideration for the execution and delivery of this Insurance Agreement.

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(b) It is expressly understood and agreed by the parties hereto that (a) this Insurance Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company, but is made and intended for the purpose of binding only the Trust and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Insurance Agreement or the other Transaction Documents.

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

Section 6.12 No Partnership. Nothing in this Insurance Agreement or any other agreement entered into in connection with the Transaction shall be deemed to constitute Assured Guaranty a partner, co-venturer or joint owner of property with any other entity.

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

ASSURED GUARANTY CORP.
By:	/s/ Jorge Gana
	Authorized Officer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
	by Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee
By:	/s/ Erwin M. Soriano
Name:	Erwin M. Soriano
Title:	Assistant Vice President
AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance
AMERICREDIT CORP.
By:	/s/ Susan B. Sheffield
Name:	Susan B. Sheffield
Title:	Executive Vice President, Structured Finance

[Insurance Agreement Signature Page]

AFS SENSUB CORP.
By:	/s/ Sheli D. Fitzgerald
Name:	Sheli D. Fitzgerald
Title:	Vice President, Structured Finance

Acknowledged:

WELLS FARGO BANK, NATIONAL ASSOCIATION

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

[Insurance Agreement Signature Page]

APPENDIX I

DEFINITIONS

“AmeriCredit” has the meaning set forth in the preamble to this Insurance Agreement.

“AmeriCredit Parties” means each of AmeriCredit, the Company and AFS SenSub.

“AFS SenSub” has the meaning set forth in the preamble to this Insurance Agreement.

“AGL” means Assured Guaranty Ltd., a Bermuda corporation.

“Assured Guaranty” has the meaning set forth in the preamble to this Insurance Agreement.

“Assured Guaranty Financial Statements” means the unaudited financial statements (and any amendments thereto) of Assured Guaranty for each of the March, June and September fiscal quarters and the audited financial statements (and any amendments thereto) for any fiscal year.

“Business Day” means any day other than a Saturday, Sunday, legal holiday or other day on which the New York Stock Exchange, the Federal Reserve Bank of New York, commercial banking institutions in Fort Worth, Texas, New York, New York, Wilmington, Delaware, Minneapolis, Minnesota, the State of Maryland or the principal place of business of any successor Servicer, successor Indenture Trustee, successor Owner Trustee or successor Collateral Agent, are authorized or obligated by law, executive order or governmental decree to be closed.

“Certificate” means the Certificate of Trust issued pursuant to the Trust Agreement.

“Certificateholder” means the registered holder of the Certificate.

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

“Commission” means the Securities and Exchange Commission.

“Commonly Controlled Entity” means AmeriCredit and each entity, whether or not incorporated, which is affiliated with AmeriCredit pursuant to Section 414(b), (c), (m) or (o) of the Code.

“Company” has the meaning set forth in the preamble to this Insurance Agreement.

I-1

“Date of Issuance” means the date on which the Notes Policy is issued as specified therein.

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

“ERISA” means the Employee Retirement Income Security Act of 1974, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Event of Default” means any event of default specified in Section 5.1 of the Insurance Agreement.

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

“Exchange Act Reports” means all Distribution Reports on Form 10-D, Current Reports on Form 8-K and Annual Reports on Form 10-K that are required to be filed by AFS SenSub or the Trust with respect to the Notes pursuant to the Exchange Act.

“Expiration Date” means the final date of the Term Of The Policy, as specified in the Notes Policy.

“Financial Statements” means with respect to AmeriCredit the consolidated balance sheets as of June 30, 2010 and the statements of income, shareholder’s equity and cash flows for the 12-month period then ended and the notes thereto and the consolidated balance sheets as of each September 30, December 31 and March 31 thereafter, and the consolidated statements of income and cash flows for the fiscal quarter then ended.

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

“Incorporation by Reference Conditions” means the conditions set forth for incorporation by reference in Item 1100(c)(1)(i), (ii) and (iii) under Regulation AB.

“Indemnification Agreement” means the Indemnification Agreement dated as of March 26, 2010, by and among Assured Guaranty, AFS SenSub and the Underwriters, as the same may be amended from time to time.

“Indenture” means the Indenture dated as of March 25, 2010, by and between the Trust and Wells Fargo, as Trustee and Trust Collateral Agent.

“Indenture Trustee” means Wells Fargo, as trustee under the Indenture, and any successor thereto as trustee under the Indenture.

“Insurance Agreement” means this Insurance and Indemnity Agreement dated as of the date hereof, by and among Assured Guaranty, the Trust, AmeriCredit, the Company and AFS SenSub, as the same may be amended from time to time.

I-2

“Insurance Agreement Event of Default” means any Event of Default specified in Section 5.1.

“Insurance Agreement Indenture Cross Default” means an Event of Default specified in clauses (a), (e), (f), (k), (l) or (m) of Section 5.1.

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

“IRS” means the Internal Revenue Service.

“Late Payment Rate” means the lesser of (a) the greater of (i) the per annum rate of interest, publicly announced from time to time by JPMorgan Chase Bank principal office in the City of New York as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by JPMorgan Chase Bank plus 3%), and (ii) the then applicable highest rate of interest on the Securities and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over the actual number of days in the current calendar year.

“Lien” means, as applied to the property or assets (or the income or profits therefrom) of any Person, in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind or (b) any arrangement, express or implied, under which such property or assets are transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person.

“Lockbox Agreements” means the Lockbox Agreements, as defined in the Sale and Servicing Agreement.

“Material Adverse Change” means, (a) in respect of any Person, a material adverse change in (i) the business, financial condition, results of operations or properties of such Person or any of its Subsidiaries or (ii) the ability of such Person to perform its obligations under any of the Transaction Documents to which it is a party and (b) in respect of the Receivables, a material adverse change in (i) the value or marketability of the Receivables, taken as a whole, or (ii) the probability that amounts now or hereafter due in respect of a material portion of the Receivables will be collected on a timely basis.

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

I-3

“Multiemployer Plan” means a multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) in respect of which a Commonly Controlled Entity makes contributions or has liability.

“Noteholders” means the registered holders of the Notes.

“Notes” means the Trust’s $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes.

“Notes Policy” means in the financial guaranty insurance policy, including any endorsements thereto, issued by Assured Guaranty with respect to the Securities, substantially in the form attached as Annex I to the Insurance Agreement.

“Notice of Claim” means, with respect to the Notes Policy, a Notice of Claim and Certificate in the form attached as Exhibit A to Endorsement No. 1 to such Policy.

“Offering Document” means the Prospectus dated November 7, 2007 and the Prospectus Supplement dated March 26, 2010 relating to the Securities and any amendment or supplement thereto and any other offering document in respect of the Securities that makes reference to the Notes Policy.

“Owner Trustee” means Wilmington Trust Company as owner trustee under the Trust Agreement, and any successor thereto as owner trustee under the Trust Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency, corporation or instrumentality of the United States to which the duties and powers of the Pension Benefit Guaranty Corporation are transferred.

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

“Plan” means any pension plan (other than a Multiemployer Plan) covered by Title IV of ERISA, which is maintained by a Commonly Controlled Entity or in respect of which a Commonly Controlled Entity has liability.

“Policy” means the Notes Policy.

“Premium” means the premium payable in accordance with Section 3.2 of this Insurance Agreement and the Premium Supplement, if any.

“Premium Letter” means the letter between Assured Guaranty and AmeriCredit dated the Date of Issuance in respect of the premium (including Premium Supplement) payable by AmeriCredit in consideration of the issuance of the Notes Policy.

I-4

“Premium Supplement” means a non-refundable premium, in addition to the premium payable in accordance with Section 3.2 of this Insurance Agreement, accruing to Assured Guaranty in monthly installments commencing on the date of the occurrence of an Event of Default whether or not an Event of Default shall have been declared and on each monthly anniversary thereof in accordance with the terms set forth in the Premium Letter.

“Provided Documents” means the Transaction Documents and any documents, agreements, instruments, schedules, certificates, statements, cash flow schedules, number runs or other writings or data furnished to Assured Guaranty by or on behalf of AmeriCredit, the Company or AFS SenSub with respect to itself, its respective Subsidiaries, the Receivables or the Transaction.

“Purchase Agreement” means the Purchase Agreement, dated as of March 25, 2010, by and between the Company and AFS SenSub.

“Receivable” has the meaning provided in the Sale and Servicing Agreement.

“Release of Security Interests” means a release of all security interests granted by AmeriCredit or any affiliate thereof in the Receivables prior to the date hereof and authorizing the filing of UCC financing statements to be filed in such locations as are required to evidence the release of the security interest in such Receivables.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder.

“Restrictions on Transferability” means, as applied to the property or assets (or the income or profits therefrom) of any Person, in each case whether the same is consensual or non-consensual or arises by contract, operation of law, legal process or otherwise, any material condition to, or restriction on, the ability of such Person or any transferee therefrom to sell, assign, transfer or otherwise liquidate such property or assets in a commercially reasonable time and manner or which would otherwise materially deprive such Person or any transferee therefrom of the benefits of ownership of such property or assets.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 25, 2010 among the Trust, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub and Wells Fargo, as Backup Servicer and Trust Collateral Agent.

“Securities” means the Notes.

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

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

“Seller” has the meaning set forth in the preamble to this Insurance Agreement.

I-5

“Servicer” means the Servicer, in its capacity as Servicer under the Sale and Servicing Agreement.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial LLC business, and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated by Assured Guaranty.

“Special Event” means the occurrence of any one of the following: (a) an Event of Default under this Insurance Agreement has occurred and is continuing, (b) a Cumulative Default Test Failure, Delinquency Test Failure or Cumulative Net Loss Test Failure (each as defined in the Spread Account Agreement) has occurred and is continuing, (c) any legal proceeding or binding arbitration is instituted with respect to the Transaction, (d) any governmental or administrative investigation, action or proceeding is instituted that would, if adversely decided, result in a Material Adverse Change in respect of AmeriCredit, the Company, AFS SenSub or the Receivables, or (e) Assured Guaranty pays a claim under the Notes Policy.

“Spread Account Agreement” means the Spread Account Agreement, dated as of March 25, 2010, by and among Assured Guaranty, the Trust, the Collateral Agent and the Trustee as the same may be amended, supplemented or otherwise modified in accordance with the terms thereof.

“Subsidiary” means, with respect to any Person, any corporation of which a majority of the outstanding shares of capital stock having ordinary voting power for the election of directors is at the time owned by such Person directly or through one or more Subsidiaries.

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

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

“Term Of The Policy” has the meaning provided in the Notes Policy.

“Time of Sale” means 3:30pm (New York time) on March 26, 2010.

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

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

I-6

“Trust” means AmeriCredit Automobile Receivables Trust 2010-A created by the Trust Agreement.

“Trust Agreement” means the Trust Agreement dated as of March 5, 2010, as amended and restated as of March 25, 2010, by and between AFS SenSub and Wilmington Trust Company as Owner Trustee.

“Trust Property” has the meaning provided in the Sale and Servicing Agreement.

“Underfunded Plan” means any Plan that has an Underfunding.

“Underfunding” means, with respect to any Plan, the excess, if any, of (a) the present value of all benefits under the Plan (based on the assumptions used to fund the Plan pursuant to Section 412 of the Code) as of the most recent valuation date over (b) the fair market value of the assets of such Plan as of such valuation date.

“Underwriters” means Credit Suisse Securities (USA) LLC and RBS Securities Inc.

“Underwriting Agreement” means the Underwriting Agreement, dated as of March 26, 2010, by and among the Seller, AmeriCredit Financial Services, Inc. and the Underwriters.

“Wells Fargo” means Wells Fargo Bank, National Association and any successors or assigns.

I-7

ANNEX I

TO

INSURANCE AND INDEMNITY AGREEMENT

FORM OF NOTES POLICY

Execution Version

Financial Guaranty Insurance Policy

Insured Obligations: AmeriCredit Automobile Receivables Trust 2010-A $36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A	Policy No.: D-2010-66
$71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A $93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A	Effective Date: March 31, 2010

Assured Guaranty Corp., a Maryland-domiciled insurance company (“Assured Guaranty”), in consideration of the payment of the premium and on the terms and subject to the conditions of this Policy (which includes each endorsement hereto), hereby unconditionally and irrevocably agrees to pay to the Trustee, for the benefit of the Holders of the Insured Obligations, that portion of the Insured Amounts which shall become Due for Payment during the Term of the Policy but shall be unpaid by reason of Nonpayment. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the endorsement attached hereto.

Assured Guaranty will make payment of any amount required to be paid under this Policy following receipt of notice as described in the endorsement attached hereto. Such payments of principal and interest shall be made only upon presentation of an instrument of assignment in form and substance satisfactory to Assured Guaranty, transferring to Assured Guaranty all rights under such Insured Obligations to receive the principal of and interest on the Insured Obligations, to the extent of such payments of principal and interest. Payment by Assured Guaranty to the Trustee for the benefit of the Holders shall discharge the obligations of Assured Guaranty under this Policy to the extent of such payment.

In the event that the Trustee for the Insured Obligations has notice that any payment of principal of or interest in an Insured Obligation which has become Due for Payment and which has been made to a Holder by or on behalf of the Trustee has been deemed a preferential transfer and has been recovered from such Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled to payment from Assured Guaranty to the extent of such recovery if sufficient funds are not otherwise available (in accordance with the endorsement attached hereto).

This Policy is non-cancelable for any reason. The premium on this Policy is not refundable for any reason. This Policy does not insure against loss of any prepayment premium or other acceleration payment which at any time may become due in respect of any Insured Obligation, other than at the sole option of Assured Guaranty, nor against any risk other than Nonpayment, including the failure of the Trustee to remit amounts received to the Holders of Insured Obligations and any shortfalls attributable to withholding or other taxes, including interest and penalties in respect of such liability.

To the fullest extent permitted by applicable law, Assured Guaranty hereby waives, in each case for the benefit of the Holders only, all rights and defenses of any kind (including, without limitation, the defense of fraud in the inducement or in fact or any other circumstance that would have the effect of discharging a surety, guarantor or any other Person in law or in equity) that may be available to Assured Guaranty to deny or avoid payment of its obligations under this Policy in accordance with the express provisions hereof. Nothing in this paragraph will be construed (i) to waive, limit or otherwise impair, and Assured Guaranty expressly reserves, Assured Guaranty’s rights and remedies, including, without limitation: its right to assert any claim or to pursue recoveries (based on contractual rights, securities law violations, fraud or other causes of action) against any Person or entity, in each case, whether directly or acquired as a subrogee, assignee or otherwise, subsequent to making any payment to the Beneficiary in accordance with the express provisions hereof, and/or (ii) to require payment by Assured Guaranty of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this Policy. Assured Guaranty does not waive its rights to seek payment of all amounts to which it is entitled pursuant to the Operative Documents.

This Policy (which includes each endorsement hereto) sets forth in full the undertaking of Assured Guaranty with respect to the subject matter hereof, and may not be modified, altered or affected by any other agreement or instrument, including, without limitation, any modification thereto or amendment thereof.

This Policy shall be governed by, and shall be construed in accordance with, the laws of the State of New York.

THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

IN WITNESS WHEREOF, Assured Guaranty has caused this Policy to be affixed with its corporate seal, to be signed by its duly authorized officer and to become effective and binding upon Assured Guaranty by virtue of such signature.

	ASSURED GUARANTY CORP.
[SEAL]
	By:	/s/ Jorge Gana
	Name:	Jorge Gana
	Title:	Managing Director

Signature attested to by:

    /s/ Brian Mellstorm

Counsel

ENDORSEMENT NO. 1 TO

FINANCIAL GUARANTY INSURANCE POLICY

(NOTES POLICY)

Attached to and forming a part of	Effective Date: March 31, 2010
Financial Guaranty Insurance Policy No.: D-2010-66

Issued To: Wells Fargo Bank, National Association, as Trust Collateral Agent

This Endorsement forms a part of the Policy referenced above. To the extent the provisions of this Endorsement conflict with the provisions of the above-referenced Policy, the provisions of this Endorsement shall govern.

Definitions. For all purposes of this Policy, the terms specified below shall have the meanings or constructions provided below. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Indenture or the Sale and Servicing Agreement, whether provided directly or through incorporation by reference, unless otherwise specified.

“Assured Guaranty” means Assured Guaranty Corp., a Maryland-domiciled insurance company.

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

“Date of Issuance” means the Effective Date.

“Due for Payment” means (i) with respect to any amount payable hereunder in respect of Scheduled Payments, becoming payable on an Insured Distribution Date in accordance with clause (i), (ii) or (iii), as applicable, of the definition of “Scheduled Payments” and (ii) with respect to any amount payable hereunder in respect of any Scheduled Payment avoided as a preference payment, becoming payable on the date specified in Section 3.

“Effective Date” means March 31, 2010.

“Holder” shall have the meaning set forth in the Indenture; provided, however that “Holder” shall not include the Obligor, the Servicer, the Trustee, the Trust Collateral Agent or any affiliates or successors of the foregoing in the event the Obligor, or any such affiliate or successor, is a registered or beneficial owner of the Insured Obligations.

“Indenture” means the Indenture, dated as of March 25, 2010, between the Obligor and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, as amended from time to time with the written consent of Assured Guaranty.

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

“Indenture Trustee” or “Trustee” means Wells Fargo Bank, National Association, in its capacity as Trustee under the Indenture and any successor in such capacity.

“Insured Amounts” means the Scheduled Payments.

“Insured Obligations” means the $36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A, the $71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A and the $93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A, issued by the Obligor under the Indenture.

“Nonpayment” means that an Insured Amount is Due for Payment but the funds, if any, remitted to the Trust Collateral Agent or the Trustee for such payment pursuant to the Sale and Servicing Agreement or the Indenture are insufficient for payment in full of such Insured Amount.

“Notice of Claim” means a notice and certificate from the Trust Collateral Agent in the form attached as Exhibit A to this Endorsement.

“Obligor” means AmeriCredit Automobile Receivables Trust 2010-A, a Delaware statutory trust.

“Operative Documents” means the Basic Documents, as the same may be amended, supplemented, or otherwise modified from time to time with the written consent of Assured Guaranty.

“Policy” means this Financial Guaranty Insurance Policy and includes each endorsement thereto.

“Receipt” and “Received” mean actual delivery to Assured Guaranty and to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day, or after 12:00 noon, New York City time, on a Business Day shall be deemed to be receipt on the next succeeding Business Day. For the purposes of this definition, “actual delivery” to Assured Guaranty means (i) the delivery of the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its address set forth in paragraph 8, or (ii) facsimile transmission of the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its facsimile number set forth in paragraph 8. If presentation is made by facsimile, the Trust Collateral Agent, (x) promptly shall confirm transmission by telephone to Assured Guaranty at its telephone number set forth in paragraph 8 and (y) as soon as is reasonably practicable, shall deliver the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its address set forth in paragraph 8. If any Notice of Claim or other notice or certificate given hereunder by the Trust Collateral Agent is not in proper form or is not properly completed, executed or delivered, or contains any misstatement, it shall be deemed not to have been Received, and Assured Guaranty or its Fiscal Agent shall promptly so advise the Trust Collateral Agent and the Trust Collateral Agent may submit an amended notice.

4

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 25, 2010 among the Obligor, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent, as such agreement may be amended, supplemented or otherwise modified from time to time with the written consent of Assured Guaranty.

“Scheduled Payments” means, as to each Insured Distribution Date, payments that are required to be made to Holders in accordance with the original terms of the Insured Obligations when issued and without regard to any subsequent amendment or modification of the Insured Obligations, the Indenture, the Sale and Servicing Agreement or the Basic Documents, except amendments or modifications to which Assured Guaranty has given its prior written consent, which payments are (i) the Noteholders’ Interest Distributable Amount with respect to the related Distribution Date, (ii) the Noteholders’ Remaining Parity Deficit Amount with respect to the related Distribution Date and (iii) with respect to the Final Scheduled Distribution Date for any class of Insured Obligations, the outstanding principal amount of such class on such Final Scheduled Distribution Date, after taking into account reductions on such date of such outstanding principal amount from all sources other than this Policy. Scheduled Payments do not include payments that become due on an accelerated basis as a result of (a) a default by the Obligor, (b) an election by the Obligor to pay principal on an accelerated basis, (c) the occurrence of an Event of Default under the Indenture or (d) any other cause, unless Assured Guaranty elects, in its sole discretion, to pay in whole or in part such principal due upon acceleration, together with any accrued interest to the date of acceleration. In the event Assured Guaranty does not so elect, this Policy will continue to guarantee payment on the Insured Obligations in accordance with their original terms. Scheduled Payments shall not include (x) any portion of a Noteholders’ Interest Distributable Amount or of a Noteholders’ Interest Carryover Amount due to Holders because the appropriate notice and certificate for payment in proper form as required by paragraph 2 hereof was not timely Received by Assured Guaranty or (y) any portion of a Noteholders’ Interest Distributable Amount due to Holders representing interest on any Noteholders’ Interest Carryover Amount accrued from and including the date of payment of the amount of such Noteholders’ Interest Carryover Amount, unless in each case, Assured Guaranty elects, in its sole discretion, to pay such amount in whole or in part, pursuant hereto. Scheduled Payments shall not include any amounts due in respect of the Insured Obligations attributable to any increase in interest rate, penalty or other sum payable by the Obligor by reason of any default or event of default in respect of the Insured Obligations, or by reason of any deterioration of the credit worthiness of the Obligor, nor shall Scheduled Payments include, nor shall coverage be provided under this Policy in respect of, any taxes, withholding or other charge with respect to any Holder imposed by any governmental authority due in connection with the payment of any Scheduled Payment to a Holder.

“Term of the Policy” means the period from and including the Date of Issuance to and including the date on which (i) all Scheduled Payments have been paid or deemed to be paid within the meaning of Section 4.1 of the Indenture; (ii) any period during which any Scheduled Payment could have been avoided in whole or in part as a preference payment under applicable bankruptcy, insolvency, receivership or similar law shall have expired and (iii) if any proceedings requisite to avoidance as a preference payment have been commenced prior to the occurrence of (i) and (ii), a final and nonappealable order in resolution of each such proceeding has been entered.

5

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

“Trust Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as Trust Collateral Agent under the Indenture, acting as agent for the Indenture Trustee in accordance with the terms of the Indenture, and any successor in such capacity.

Notices and Conditions to Payment in Respect of Scheduled Payments. Following Receipt by Assured Guaranty of a Notice of Claim, Assured Guaranty will pay any amount payable hereunder in respect of Scheduled Payments on the Insured Obligations out of the funds of Assured Guaranty on the later to occur of (a) 12:00 noon, New York City time, on the third Business Day following such Receipt; and (b) 12:00 noon, New York City time, on the date on which such payment is due on the Insured Obligations. Payments due hereunder in respect of Scheduled Payments will be disbursed to the Trust Collateral Agent by wire transfer of immediately available funds.

No claim may be made hereunder except by the Trust Collateral Agent.

Assured Guaranty shall be entitled to pay any amount hereunder in respect of Scheduled Payments on the Insured Obligations, including any amount due on the Insured Obligations on an accelerated basis, whether or not any notice and certificate shall have been Received by Assured Guaranty as provided above; provided, however, that by acceptance of this Policy the Indenture Trustee (directly or acting through the Trust Collateral Agent, as agent for the Indenture Trustee) agrees to provide to Assured Guaranty, upon Assured Guaranty’s request to the Trust Collateral Agent, a notice and certificate in respect of any such payments made by Assured Guaranty. Assured Guaranty shall be entitled to pay hereunder any amount that becomes due on the Insured Obligations on an accelerated basis at any time or from time to time after such amount becomes due, in whole or in part, prior to the scheduled date of payment thereof; Scheduled Payments insured hereunder shall not include interest, in respect of principal paid hereunder on an accelerated basis, accruing from and after the date of such payment of principal.

In the event that any amount shall be received by the Trust Collateral Agent, the Trustee or the Holder in respect of a Scheduled Payment forming the basis of a claim specified in a Notice of Claim submitted hereunder, which amount had not been received when the Notice of Claim was prepared but which is received by the Trust Collateral Agent, the Trustee or the Holder prior to receipt of payment from the Insurer as contemplated by this Policy (any such amount, a “Recovery”), the Trust Collateral Agent immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the Insurer shall pay the amount of the claim specified in the Notice of Claim as herein provided, net of the Recovery.

6

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

Notices and Conditions to Payment in Respect of Scheduled Payments Avoided as Preference Payments. If any Scheduled Payment is avoided as a preference payment under applicable bankruptcy, insolvency, receivership or similar law instituted against the Obligor, Assured Guaranty will pay such amount out of the funds of Assured Guaranty on the later of (a) the date when due to be paid pursuant to the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by Assured Guaranty from the Trust Collateral Agent of (A) a certified copy of a final non-appealable order (the “Order”) of the court or other governmental body that exercised jurisdiction to the effect that the Holder is required to return Scheduled Payments made with respect to the Insured Obligations during the Term of the Policy because such payments were avoidable as preference payments under applicable bankruptcy, insolvency, receivership or similar law, (B) an opinion of counsel satisfactory to the Insurer that such order is final and not subject to appeal and (C) an assignment duly executed and delivered by the Holder, in such form as is reasonably required by Assured Guaranty, and provided to the Holder by Assured Guaranty, irrevocably assigning to Assured Guaranty all rights and claims of the Holder relating to or arising under the Insured Obligations against the estate of the Obligor or otherwise with respect to such preference payment or (ii) the date of Receipt by Assured Guaranty from the Trust Collateral Agent of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of Receipt, Assured Guaranty shall have Received written notice from the Trust Collateral Agent that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trust Collateral Agent or any Holder directly (unless a Holder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Trust Collateral Agent for distribution to such Holder upon proof of such payment reasonably satisfactory to Assured Guaranty). In connection with the foregoing, Assured Guaranty shall have the rights provided pursuant to Section 6.2 of the Sale and Servicing Agreement.

Notwithstanding the foregoing paragraph, in no event shall the Insurer be obligated to make any payment pursuant to this paragraph 3 prior to the date the related Scheduled Payment is Due for Payment.

Governing Law. This Policy shall be construed in accordance with, and this Policy and all matters arising out of or relating in any way to this Policy shall be governed by, the law of the state of New York.

7

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

Payments. Payments due hereunder in respect of Insured Amounts shall be disbursed to the Trust Collateral Agent by wire transfer of immediately available funds to an account of the Trust Collateral Agent specified in the applicable Notice of Claim (or in the case of an Insured Amount becoming Due for Payment under Section 3 above, to the receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above). Assured Guaranty’s obligations hereunder in respect of Insured Amounts shall be discharged to the extent that funds are transferred to the Trust Collateral Agent as provided in the Notice of Claim (or to such receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above), whether or not such funds are properly applied by the Indenture Trustee, the Trust Collateral Agent, or such other Person. In the event Assured Guaranty is required under law to deduct or withhold any tax or similar charge from or in respect of any amount payable under or in respect of this Policy, Assured Guaranty will make all such deductions and withholdings and pay the full amount deducted or withheld to the relevant taxation authority in accordance with law, but Assured Guaranty will not “gross-up” or otherwise pay additional amounts in respect of such taxes, and Assured Guaranty’s payments to the Trust Collateral Agent as provided in the Notice of Claim (or to such receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above) will be amounts that are net of such deductions or withholdings.

Fiscal Agent. At any time during the Term of the Policy, Assured Guaranty may appoint a fiscal agent (the “Fiscal Agent”) for purposes of this Policy by written notice to the Trust Collateral Agent at the notice address specified in the Indenture specifying the name and notice address of the Fiscal Agent. From and after the date of receipt of such notice by the Trust Collateral Agent, (i) copies of all notices and documents required to be delivered to Assured Guaranty pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent and to Assured Guaranty and shall not be deemed Received until Received by both, and (ii) all payments required to be made by Assured Guaranty under this Policy may be made directly by Assured Guaranty or by the Fiscal Agent on behalf of Assured Guaranty. The Fiscal Agent is the agent of Assured Guaranty only and the Fiscal Agent shall in no event be liable to any Holder for any acts of the Fiscal Agent or any failure of Assured Guaranty to deposit, or cause to be deposited, sufficient funds to make payments due under the Policy.

Waiver of Defenses. To the fullest extent permitted by applicable law, Assured Guaranty agrees not to assert, and hereby waives, for the benefit of each Holder, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to Assured Guaranty to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. Nothing in this paragraph shall be construed to limit or otherwise impair Assured Guaranty’s right to pursue recovery or claims (based on contractual rights, securities law violations, fraud or other causes of action) against any person or entity, or, except as provided in paragraph 3 of this Endorsement, to require payment by Assured Guaranty of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this Policy or the Insured Obligations. Nothing in this Policy shall be construed to require payment to the extent any force majeure event or governmental act prevents Assured Guaranty from performing its obligations under this Policy or such performance is otherwise rendered impossible, in which event Assured Guaranty agrees to (i) use commercially reasonable efforts to perform its obligations under this Policy notwithstanding such force majeure event, governmental act or impossibility of performance and (ii) perform its obligations under this Policy promptly following cessation of such force majeure event, governmental act or impossibility of performance.

8

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

Notices. All notices to be given hereunder shall be in writing (except as otherwise specifically provided herein) and shall be mailed by registered mail or personally delivered or telecopied to Assured Guaranty as follows:

Assured Guaranty Corp.

31 West 52nd Street

New York, NY 10019

Attention: Structured Surveillance

Re:        Policy No. D-2010-66

              AmeriCredit Automobile Receivables Trust 2010-A

Telecopy No.: (212) 339-3518

Confirmation: (212) 974-0100

With a copy to the General Counsel at the above address and telecopier number.

Assured Guaranty may specify a different address or addresses by writing mailed or delivered to the Trust Collateral Agent.

In each case in which a demand, notice or other communication to Assured Guaranty refers to a Default, an Event of Default, a claim on the Policy or an event with respect to which failure on the part of Assured Guaranty to respond shall be deemed to constitute consent or acceptance, then a copy of such demand, notice or other communication shall also be sent to the attention of each of the General Counsel of Assured Guaranty, the General Counsel of AmeriCredit at the address for notices specified in the Sale and Servicing Agreement and to the Indenture Trustee at the Corporate Trust Office and, in all cases, any original and each copy shall be marked “URGENT MATERIAL ENCLOSED.”)

Subrogation. Upon and to the extent of any payment by Assured Guaranty under this Policy, Assured Guaranty shall become the holder of the Insured Obligations and any appurtenant coupon thereto and right to payment of principal thereof and interest thereon, and shall be fully subrogated to the Indenture Trustee’s, the Trust Collateral Agent’s and each Holder’s right, title and interest thereunder, including the right to receive payments in respect of the Insured Obligations. Any payment made by or on behalf of the Obligor to, and any amounts received under the Operative Documents for the benefit of, the Indenture Trustee, the Trust Collateral Agent or the Holders in respect of any Insured Amount forming the basis of a claim hereunder (which claim shall have been paid by Assured Guaranty) shall be received and held in trust for the benefit of Assured Guaranty and shall be paid over to Assured Guaranty in accordance with the Sale and Servicing Agreement, the Indenture and the Insurance Agreement. The Indenture Trustee, the Trust Collateral Agent and each Holder shall cooperate in all reasonable respects, and at the expense of Assured Guaranty, with any request by Assured Guaranty for action to preserve or enforce Assured Guaranty’s rights and remedies in respect of the Obligor under the Insured Obligations, any related security arrangements or otherwise, including, without limitation, any request (i) to institute or to participate in any suit, action or other proceeding, (ii) to enforce any judgment obtained and to collect from the Obligor or the Trust Collateral Agent or the Indenture Trustee any amounts adjudged due or (iii) to transfer to Assured Guaranty, via absolute legal assignment, the Indenture Trustee’s, the Trust Collateral Agent’s or such Holder’s rights in respect of any Insured Amount that may form the basis of a claim hereunder.

9

Policy No.: D-2010-66 Date of Issuance: March 31, 2010

Assignment and Amendment. This Policy may not be assigned by the Indenture Trustee or the Trust Collateral Agent without the prior written consent of Assured Guaranty. Except with the prior written consent of the Trust Collateral Agent and Assured Guaranty, the terms of this Policy may not be modified or altered by any other agreement.

Premiums. The Obligor shall pay or cause to be paid to the Assured Guaranty in accordance with the Sale and Servicing Agreement and the Insurance Agreement the premium payable to Assured Guaranty in respect of this Policy as set forth in the Premium Letter.

No Waiver. No waiver of any rights or powers of Assured Guaranty or any consent by Assured Guaranty shall be valid unless in writing and signed by an authorized officer or agent of Assured Guaranty. The waiver of any right by Assured Guaranty, or the failure promptly to exercise any such right, shall not be construed as a waiver of any other right to exercise the same at any time thereafter.

Termination. This Policy and the obligations of Assured Guaranty hereunder shall terminate upon the expiration of the Term of the Policy

Surrender of Policy. The Trust Collateral Agent shall surrender this Policy to Assured Guaranty for cancellation upon expiration of the Term of the Policy.

IN WITNESS WHEREOF, ASSURED GUARANTY CORP. has caused this Endorsement No. 1 to be executed by its Authorized Officer.

ASSURED GUARANTY CORP.
By	/s/ Jorge Gana
	Authorized Officer
Signature attested to by:
By	/s/ Brian Mellstorm
	Counsel

10

EXHIBIT A

To Endorsement No. 1

NOTICE OF CLAIM AND CERTIFICATE

(Letterhead of Trust Collateral Agent)

Assured Guaranty Corp.

31 West 52nd Street

New York, NY 10019

Re: AmeriCredit Automobile Receivables Trust 2010-A

The undersigned, a duly authorized officer of Wells Fargo Bank, National Association (the “Trust Collateral Agent”), hereby certifies to Assured Guaranty Corp. (“Assured Guaranty”), with reference to Assured Guaranty Policy No. D-2010-66 dated March 31, 2010, (the “Policy”) issued by Assured Guaranty in respect of the $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes of the above-referenced Trust (the “Insured Obligations”), that:

(i) The Trust Collateral Agent is the Trust Collateral Agent for the Holders under the Indenture.

(ii) The amount determined under clause (i) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(iii) The amount determined under clause (ii) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(iv) The amount determined under clause (iii) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(v) The amount determined under paragraph 3 of Endorsement No. 1 to the Policy is $            .

(vi) The sum of all amounts on deposit (or scheduled to be on deposit) in the Note Distribution Account and available for distribution to the Holders pursuant to the Indenture will be $            less than the aggregate amount of the preceding clauses (ii), (iii), (iv) and (v) due on              (such deficiency, the “Shortfall”).

(vii) The Trust Collateral Agent is making a claim under the Policy for the Shortfall to be applied to the payment of Scheduled Payments.

A-1

(viii) The Trust Collateral Agent agrees that, following receipt of funds from Assured Guaranty, it shall (a) hold such amounts in trust and apply the same directly to the payment of Scheduled Payments on the Insured Obligations when due; (b) not apply such funds for any other purpose; (c) not commingle such funds with other funds held by the Trust Collateral Agent and (d) maintain an accurate record of such payments with respect to each Insured Obligation and the corresponding claim on the Policy and proceeds thereof, and, if any Insured Obligation is required to be surrendered or presented for such payment, shall stamp on each such Insured Obligation the legend “$[insert applicable amount] paid by Assured Guaranty and the balance hereof has been cancelled and reissued” and then shall deliver such Insured Obligation to Assured Guaranty.

(ix) The Trust Collateral Agent, on behalf of the Holders and the Indenture Trustee, hereby assigns to Assured Guaranty (a) all rights of the Holders and the Indenture Trustee with respect to the Insured Obligations to the extent of any payments under the Policy and (b) any claims in respect of amounts due to the Holders or the Indenture Trustee in respect of securities law violations, fraud or other claims arising out of or relating to the offer and sale of the Insured Obligations. The foregoing assignments are in addition to, and not in limitation of, rights of subrogation otherwise available to Assured Guaranty in respect of such payments. Payments to Assured Guaranty in respect of the foregoing assignments shall in all cases be subject to and subordinate to the rights of the Holders to receive all Scheduled Payments in respect of the Insured Obligations. The Trust Collateral Agent shall take such action and deliver such instruments as may be reasonably requested or required by Assured Guaranty to effectuate the purpose or provisions of this clause (ix).

(x) The Trust Collateral Agent, on behalf of the Holders and the Indenture Trustee, hereby appoints Assured Guaranty as agent and attorney-in-fact for the Trust Collateral Agent, the Indenture Trustee and each such Holder in any legal proceeding with respect to the Insured Obligations. The Trust Collateral Agent hereby agrees that, so long as an Insurer Default (as defined in the Indenture) shall not exist, Assured Guaranty may at any time during the continuation of any proceeding by or against the Obligor under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim in connection with an Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment made with respect to the Insured Obligations (a “Preference Claim”), (B) the direction of any appeal of any order relating to any Preference Claim at the expense of Assured Guaranty but subject to reimbursement as provided in the Insurance Agreement and (C) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, the Trust Collateral Agent hereby agrees that Assured Guaranty shall be subrogated to, and the Trust Collateral Agent on its behalf and on behalf of each Holder, hereby delegates and assigns, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Holder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.

(xi) Payment should be made by wire transfer directed to [ACCOUNT TO BE SPECIFIED].

A-2

Upon payment of the applicable Shortfall, the Insurer shall be subrogated to the rights of the Holder, the Indenture Trustee and the Trust Collateral Agent with respect to such payment, to the extent set forth in Section 9 of the endorsement thereto.

This Notice of Claim may be revoked at any time by written notice of such revocation by the Trust Collateral Agent to the Insurer.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.

Unless the context otherwise requires, capitalized terms used in this Notice of Claim and Certificate and not defined herein shall have the meanings provided in the Policy.

A-3

IN WITNESS WHEREOF, the Trust Collateral Agent has executed and delivered this Notice of Claim and Certificate as of the     th day of             , 20    .

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trust Collateral Agent

By

Title

For Assured Guaranty or Fiscal Agent Use Only

Wire transfer sent on                          By                                         

Confirmation Number                                         

A-4

APPENDIX A

TO INSURANCE AND INDEMNITY AGREEMENT

CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTES POLICY

(a) Payment of Premium and Expenses; Premium Letter. Assured Guaranty shall have been paid, a nonrefundable Premium and shall have been reimbursed, for other fees and expenses identified in Section 3.2 of this Insurance Agreement as payable at closing and Assured Guaranty shall have received a fully executed copy of the Premium Letter.

(b) Transaction Documents. Assured Guaranty shall have received a copy of each of the Transaction Documents, in form and substance satisfactory to Assured Guaranty, duly authorized, executed and delivered by each party thereto. Without limiting the foregoing, the provisions of the Sale and Servicing Agreement relating to the payment to Assured Guaranty of Premium due on the Notes Policy and the reimbursement to Assured Guaranty of amounts paid under the Notes Policy shall be in form and substance acceptable to Assured Guaranty in its sole discretion.

(c) Certified Documents and Resolutions. Assured Guaranty shall have received a copy of (i) the certificate of incorporation and bylaws of each of AmeriCredit, the Company and AFS SenSub and (ii) the resolutions of the Board of Directors of each of AmeriCredit, the Company and AFS SenSub, authorizing the issuance of the Securities and the execution, delivery and performance by AmeriCredit, the Company and AFS SenSub of the Transaction Documents and the transactions contemplated thereby, certified by the Secretary or an Assistant Secretary of AmeriCredit, the Company and AFS SenSub, as the case may be (which certificate shall state that such certificate of incorporation, bylaws and resolutions are in full force and effect without modification on the Date of Issuance).

(d) Incumbency Certificate. Assured Guaranty shall have received a certificate of the Authorized Officer, Secretary or an Assistant Secretary, as the case may be, of each of the Owner Trustee, AmeriCredit, the Company and AFS SenSub certifying the name and signatures of the officers of the Owner Trustee, AmeriCredit, the Company, the Underwriters and AFS SenSub, as the case may be, authorized to execute and deliver the Transaction Documents and that shareholder consent to the execution and delivery of such documents is not necessary.

(e) Representations and Warranties; Certificate. The representations and warranties of each of AmeriCredit, the Company and AFS SenSub in this Insurance Agreement shall be true and correct as of the Date of Issuance with respect to such Person as if made on the Date of Issuance and Assured Guaranty shall have received a certificate of appropriate officers of the Owner Trustee, AmeriCredit, the Company and AFS SenSub, as the case may be, to that effect.

(f) Opinions of Counsel. Assured Guaranty shall have received opinions of counsel addressed to Assured Guaranty and S&P in respect of the Trust, the Owner Trustee, AmeriCredit, the Company, AFS SenSub, the other parties to the Transaction Documents and the Transaction in form and substance satisfactory to Assured Guaranty, addressing such matters as Assured Guaranty may reasonably request, and the counsel providing each such opinion shall have been instructed by its client to deliver such opinion to the addressees thereof.

(g) Approvals, Etc. Assured Guaranty shall have received true and correct copies of all approvals, licenses and consents, if any, including, without limitation, the approval of the shareholders of AmeriCredit, AFS SenSub and the Company required in connection with the Transaction.

(h) No Litigation, Etc. No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

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

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

(k) Issuance of Ratings. Assured Guaranty shall have received confirmation that the risk secured by the Notes Policy constitutes at least an “A “ risk by S&P and an “A2” risk by Moody’s and that (i) the Class A-1 Notes, when issued, will be rated “Prime-1” by Moody’s and “A-1+” by S&P, (ii) the Class A-2 Notes, when issued, will be rated “Aa3” by Moody’s and “AAA” by S&P and (iii) the Class A-3 Notes, when issued, will be rated “Aa3” by Moody’s and “AAA” by S&P.

(l) Maintenance of Receivable Files. Assured Guaranty shall have received evidence satisfactory to it that the Receivable Files are being maintained by and held in the custody of the Company, as Custodian, pursuant to Section 3.3 of the Sale and Servicing Agreement.

(m) Release of Security Interests. To the extent applicable, Assured Guaranty shall have received an executed copy of the Release of Security Interest, in form and substance satisfactory to Assured Guaranty.

(n) Financing Statements. To the extent applicable, the Trustee shall have received for filing, any amendments to, and/or terminations of, UCC financing statements to be filed in such locations as required to evidence the release of any Liens on the Receivables and other property.

(o) No Default. No Default or Event of Default shall have occurred.

2

(p) Intentionally Omitted.

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

3

EX-10.4

Exhibit 10.4

PREMIUM LETTER

March 31, 2010

Wells Fargo Bank, National Association

Sixth and Marquette Avenue

MAC N9311-161

Minneapolis, Minnesota 55479

AFS SenSub Corp.

2265 Renaissance Drive, Suite 17

Las Vegas, Nevada 89119

AmeriCredit Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Re: AmeriCredit Automobile Receivables Trust 2010-A (the “Trust”)

Ladies and Gentlemen:

This letter will confirm the agreement of AmeriCredit Corp. (the “Company”), AFS SenSub Corp. (the “Seller”), Wells Fargo Bank, National Association, as Trust Collateral Agent (as defined below), the Trust and Assured Guaranty Corp. (“Assured Guaranty”) that the following nonrefundable payments are to be made in connection with, and subject to, the closing of the above-described transaction and in consideration of the issuance by Assured Guaranty of its Financial Guaranty Insurance Policy (the “Policy”) in respect thereof. The amounts payable hereunder or under the Sale and Servicing Agreement (as defined below) to Assured Guaranty or any other specified party shall be nonrefundable without regard to whether Assured Guaranty makes any payment under the Policy or any other circumstances relating to $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes (collectively, the “Notes”) of the Trust or provision being made for payments of the Notes prior to maturity. Although the Premium (as defined below) is fully earned by Assured Guaranty as of the Closing Date, the Premium shall be payable in periodic installments as provided herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Sale and Servicing Agreement dated as of March 25, 2010 (the “Sale and Servicing Agreement”), among the Seller, the Trust, the Servicer and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent (the “Trust Collateral Agent”).

The payments payable pursuant to the terms hereof (except as otherwise noted) shall constitute the “Premium” referred to in that certain Insurance and Indemnity Agreement dated as of March 25, 2010 (the “Insurance Agreement”), among the Trust, Assured Guaranty, AmeriCredit Financial Services, Inc., as Servicer (the “Servicer”), AFS SenSub Corp., as Seller (the “Seller”) and the Company. This letter is the Premium Letter referred to in the Insurance Agreement. The obligations of the Company and the Seller hereunder constitute obligations of the Company and the Seller under the Insurance Agreement. Reference is also made to the Spread Account Agreement dated as of March 25, 2010 (the “Spread Account Agreement”), among the Trust, Assured Guaranty and Wells Fargo Bank, National Association, as Trustee and Collateral Agent, which contains certain defined terms used herein. The obligations of the Trust Collateral Agent hereunder constitute the obligations of the Trust Collateral Agent under the Sale and Servicing Agreement.

EXPECTED CLOSING DATE: March 31, 2010

Payee	Amount		Type of Payment	Re:
Assured Guaranty	$	100,000.00	Wire transfer	Premium
Assured Guaranty	$	7,500.00	Wire transfer	Out-of-pocket Due Diligence Expenses
Assured Guaranty	$	4,000.00	Wire transfer	Accountant’s Fees
Assured Guaranty	$	75,000.00	Wire transfer	Legal Fees
Assured Guaranty	$	45,000.00	Wire transfer	Third-Party Operational Audit
Total:	$	231,500.00

The Premium payable pursuant hereto shall be calculated and payable monthly in advance on the Distribution Date (as defined in the Sale and Servicing Agreement) in each month, and the payment on each such Distribution Date shall be in an amount equal to 4.1667 basis points (50 basis points per annum or 0.041667% per month) multiplied by the aggregate outstanding principal balance of the Notes outstanding on such date (after giving effect to payments of principal made on such date) (the “Note Balance” as of such date) provided that the initial payment of Premium shall be an amount, covering the period from March 31, 2010 through but excluding May 6, 2010 that is equal to $100,000.00. Such initial payment of Premium, together with the Out-of-pocket Due Diligence Expenses of Assured Guaranty, the Accountant’s Fees, the Legal Fees and the Third-Party Operational Audit specified in the table above ($231,500.00 in the aggregate) shall be paid by the Company to Assured Guaranty on March 31, 2010 (the “Closing Date”).

For the purposes of calculating the Premium (including the Premium Supplement, if any) the Note Balance shall have the respective meanings specified above, except that the Note Balance shall not be reduced by distributions of principal made with proceeds of the Policy.

If an Event of Default occurs and is continuing under the Insurance Agreement, Assured Guaranty will be entitled on each Distribution Date to a Premium Supplement, in addition to the premium described in the second preceding paragraph, equal to 4.1667 basis points (50 basis points per annum or 0.041667% per month) multiplied by the Note Balance on such date (after giving effect to payments of principal made on such date).

PREMIUM LETTER 2

Payments of Premium (including any Premium Supplement) shall be made by Federal funds wire transfers to Assured Guaranty with the following details specifically stated on the wire instructions, unless another account is designated to you in writing by a Managing Director of Assured Guaranty:

Bank: JPMorgan Chase Bank, National Association

ABA #: 021-000-021

For the Account of: Assured Guaranty Corp.

Account #: 910-2676450

Re: AmeriCredit Automobile Receivables Trust 2010-A

Policy Number: D-2010-66

PREMIUM LETTER 3

This letter may be executed in any number of counterparts, each of which so executed shall be deemed an original and all of which taken together shall constitute but one letter.

Very truly yours,
ASSURED GUARANTY CORP.
By:	/s/ Jorge Gana
	Authorized Officer

Agreed to and accepted by:
AMERICREDIT CORP.
By:	/s/ Susan B. Sheffield
	Name:  Susan B. Sheffield
	Title:    Executive Vice President, Structured Finance
AFS SENSUB CORP.
By:	/s/ Sheli D. Fitzgerald
	Name:  Sheli D. Fitzgerald
	Title:    Vice President, Structured Finance
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trust Collateral Agent
By:	/s/ Marianna C. Stershic
	Name:  Marianna C. Stershic
	Title:    Vice President

PREMIUM LETTER

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
by WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ Erwin M. Soriano
Name:	Erwin M. Soriano
Title:	Assistant Vice President

PREMIUM LETTER 5

EX-10.5

Exhibit 10.5

SPREAD ACCOUNT AGREEMENT,

dated as of March 25, 2010

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A

ASSURED GUARANTY CORP.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

TABLE OF CONTENTS

			Page
Article I	DEFINITIONS		1
Section 1.01		Definitions	1
Section 1.02		Rules of Interpretation	18
Article II	SECURITY INTERESTS; THE COLLATERAL		18
Section 2.01		Grant of Security Interest by the Trust	18
Section 2.02		Perfection and Profit	19
Section 2.03		Reserved	19
Section 2.04		The Trust Remains Liable	19
Section 2.05		Maintenance of Collateral	19
Section 2.06		Termination and Release of Rights	20
Section 2.07		Non-Recourse Obligations of Trust	21
Article III	SPREAD ACCOUNT		22
Section 3.01		Establishment of Spread Account, Initial Deposits into Spread Account	22
Section 3.02		Investments	22
Section 3.03		Distributions: Priority of Payments	24
Section 3.04		General Provisions Regarding Spread Account	25
Section 3.05		Reports by the Collateral Agent	26
Article IV	THE COLLATERAL AGENT		26
Section 4.01		Appointment and Powers	26
Section 4.02		Performance of Duties	26
Section 4.03		Limitation on Liability	27
Section 4.04		Reliance upon Documents	27
Section 4.05		Successor Collateral Agent	27
Section 4.06		Indemnification	29
Section 4.07		Compensation and Reimbursement	30
Section 4.08		Representations and Warranties of Wells Fargo	30
Section 4.09		Waiver of Setoffs	30
Section 4.10		Control by the Controlling Party	31
Article V	COVENANTS OF THE TRUST		31
Section 5.01		Preservation of Collateral	31

i

TABLE OF CONTENTS

(Continued)

			Page
Section 5.02		Opinions as to Collateral	31
Section 5.03		Notices	32
Section 5.04		Waiver of Stay or Extension Laws; Marshaling of Assets	32
Section 5.05		Noninterference, etc.	32
Section 5.06		Trust Changes	32
Article VI	CONTROLLING PARTY; INTERCREDITOR PROVISIONS		33
Section 6.01		Appointment of Controlling Party	33
Section 6.02		Controlling Party’s Authority	33
Section 6.03		Rights of Secured Parties	34
Section 6.04		Degree of Care	34
Article VII	REMEDIES UPON DEFAULT		35
Section 7.01		Remedies upon a Default	35
Section 7.02		Waiver of Default	35
Section 7.03		Restoration of Rights and Remedies	35
Section 7.04		No Remedy Exclusive	35
Article VIII	MISCELLANEOUS		36
Section 8.01		Further Assurances	36
Section 8.02		Waiver	36
Section 8.03		Amendments; Waivers	36
Section 8.04		Severability	36
Section 8.05		Nonpetition Covenant	37
Section 8.06		Notices	37
Section 8.07		Term of this Agreement	39
Section 8.08		Assignments: Third-Party Rights; Reinsurance	39
Section 8.09		Consent of Controlling Party	40
Section 8.10		Trial by Jury Waived	40
Section 8.11		Governing Law	40
Section 8.12		Consents to Jurisdiction	40
Section 8.13		Determination of Adverse Effect	41
Section 8.14		Counterparts	41

ii

TABLE OF CONTENTS

(Continued)

		Page
Section 8.15	Headings	41
Section 8.16	No Recourse	41
Exhibits
Exhibit A	Letter of Instruction Regarding Spread Account Monies

iii

SPREAD ACCOUNT AGREEMENT, dated as of March 25, 2010 (the “Agreement”), by and among ASSURED GUARANTY CORP., a Maryland-domiciled insurance company (“Assured Guaranty”), AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A (the “Trust”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as Trustee with respect to the Notes (in such capacity, the “Trustee”) and as Collateral Agent (as defined below).

RECITALS

1. The Trust has requested that Assured Guaranty issue the Notes Policy (as defined herein) with respect to the Notes (as defined herein) to the Trustee to guarantee payment of the Scheduled Payments (as defined in the Notes Policy) with respect to the Notes.

2. In order to secure the performance of the Secured Obligations (as defined herein), the Trust has agreed to pledge the Collateral to Wells Fargo, acting as the Collateral Agent for the benefit of Assured Guaranty and for the benefit of the Trustee with respect to the Notes.

A G R E E M E N T S

In consideration of the premises, and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. All terms defined in the Sale and Servicing Agreement or the Indenture shall have the same meanings provided in the Sale and Servicing Agreement or the Indenture, respectively, unless otherwise specified. The following terms shall have the following respective meanings:

“Accelerated Payment Termination Date” means the earlier of the Distribution Date on which (A) the principal balance of the Class A-1 Notes is reduced to zero or (B) the Accelerated Payment Amount Shortfall equals zero.

“Additional Securitizations” means any securitization of automobile loans or installment sale contracts sponsored by AmeriCredit or any affiliate thereof that is insured by AGM or Assured Guaranty and (i) is issued in 2010 as part of AmeriCredit’s “AmeriCredit Automobile Receivables Trust” program (also known as AmeriCredit’s “AMCAR” program) or any successor to such program, including, without limitation, any securitization insured by Assured Guaranty that is issued under the registration statement bearing file number 333-146701 or under any successor to such registration statement or (ii) is identified as an “Additional Securitization” in the spread account agreement for such securitization. For the avoidance of doubt, the AmeriCredit Automobile Receivables Trust 2010-A is considered an Additional Securitization.

“AGM” means Assured Guaranty Municipal Corp. (f/k/a Financial Security Assurance Inc.), a New York stock insurance company.

“Agreement” means this Spread Account Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“AmeriCredit” means AmeriCredit Financial Services, Inc. and its successors.

“AmeriCredit Securitizations” means the Additional Securitizations and the Existing AmeriCredit Securitizations.

“Assured Guaranty Default” means any one of the following events shall have occurred and be continuing:

(a) Assured Guaranty shall have failed to make a payment required under the Notes Policy in accordance with its terms;

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

(c) a court of competent jurisdiction, the Maryland Insurance Administration or other competent regulatory authority shall have entered a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for Assured Guaranty or for all or any material portion of its property; or (ii) authorizing a custodian, trustee, agent or receiver to take possession of Assured Guaranty or to take possession of all or any material portion of the property of Assured Guaranty.

“Authorized Officer” means, (i) with respect to Assured Guaranty, the Chairman of the Board, the President, the Executive Vice President, the Chief Operating Officer, the Chief Executive Officer or any Managing Director of Assured Guaranty, (ii) with respect to each Trustee or each Collateral Agent, any Vice President, Authorized Signer or Trust Officer thereof, and (iii) with respect to the Trust, any Responsible Officer of the Owner Trustee.

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“Collateral” means collectively all collateral pledged hereunder.

“Collateral Agent” means Wells Fargo, in its capacity as collateral agent on behalf of the Secured Parties, including its successors in interest, until a successor Person shall have become a Collateral Agent pursuant to Section 4.05 hereof, and thereafter “Collateral Agent” shall also mean such successor Person.

“Controlling Party” means, at any time, the Person designated as the Controlling Party at such time pursuant to Section 6.01 hereof.

“Cumulative Default Rate” shall mean, with respect to any Determination Date, the fraction, expressed as a percentage, the numerator of which is equal to the Principal Balance of all Receivables which became Defaulted Receivables since the Initial Cutoff Date as of the related Accounting Date and the denominator of which is equal to the Original Pool Balance.

“Cumulative Default Test Failure” shall mean, the Cumulative Default Rate shall be equal to or greater than: (A) 3.31%, with respect to any Determination Date occurring prior to or during the 3rd calendar month succeeding the Closing Date, (B) 5.45%, with respect to any Determination Date occurring after the 3rd, and prior to or during the 6th, calendar month succeeding the Closing Date, (C) 7.72%, with respect to any Determination Date occurring after the 6th, and prior to or during the 9th, calendar month succeeding the Closing Date, (D) 9.37%, with respect to any Determination Date occurring after the 9th, and prior to or during the 12th, calendar month succeeding the Closing Date, (E) 11.24%, with respect to any Determination Date occurring after the 12th, and prior to or during the 15th, calendar month succeeding the Closing Date, (F) 13.59%, with respect to any Determination Date occurring after the 15th, and prior to or during the 18th, calendar month succeeding the Closing Date, (G) 15.93%, with respect to any Determination Date occurring after the 18th, and prior to or during the 21st, calendar month succeeding the Closing Date, (H) 17.33%, with respect to any Determination Date occurring after the 21st, and prior to or during the 24th, calendar month succeeding the Closing Date, (I) 19.21%, with respect to any Determination Date occurring after the 24th, and prior to or during the 27th, calendar month succeeding the Closing Date, (J) 20.61%, with respect to any Determination Date occurring after the 27th, and prior to or during the 30th, calendar month succeeding the Closing Date, (K) 22.25%, with respect to any Determination Date occurring after the 30th, and prior to or during the 33rd, calendar month succeeding the Closing Date, (L) 23.42%, with respect to any Determination Date occurring after the 33rd, and prior to or during the 36th, calendar month succeeding the Closing Date, (M) 24.59%, with respect to any Determination Date occurring after the 36th, and prior to or during the 39th, calendar month succeeding the Closing Date, (N) 25.30%, with respect to any Determination Date occurring after the 39th, and prior to or during the 42nd, calendar month succeeding the Closing Date and (O) 26.00%, with respect to any Determination Date occurring after the 42nd calendar month succeeding the Closing Date.

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“Cumulative Net Loss Rate” shall mean, with respect to any Determination Date, the fraction, expressed as a percentage, the numerator of which is equal to the sum of (a) Net Losses for such Determination Date plus (b) 50% of the Principal Balance of all Receivables with respect to which 10% or more of a Scheduled Payment has become 91 or more days delinquent (not including Receivables included under the definition of Net Losses in clause (a) above) as of the related Accounting Date and the denominator of which is equal to the Original Pool Balance.

“Cumulative Net Loss Test Failure” shall mean, the Cumulative Net Loss Rate shall be equal to or greater than: (A) 1.99%, with respect to any Determination Date occurring prior to or during the 3rd calendar month succeeding the Closing Date, (B) 3.22%, with respect to any Determination Date occurring after the 3rd, and prior to or during the 6th, calendar month succeeding the Closing Date, (C) 4.50%, with respect to any Determination Date occurring after the 6th, and prior to or during the 9th, calendar month succeeding the Closing Date, (D) 5.78%, with respect to any Determination Date occurring after the 9th, and prior to or during the 12th, calendar month succeeding the Closing Date, (E) 7.49%, with respect to any Determination Date occurring after the 12th, and prior to or during the 15th, calendar month succeeding the Closing Date, (F) 8.66%, with respect to any Determination Date occurring after the 15th, and prior to or during the 18th, calendar month succeeding the Closing Date, (G) 10.30%, with respect to any Determination Date occurring after the 18th, and prior to or during the 21st, calendar month succeeding the Closing Date, (H) 11.24%, with respect to any Determination Date occurring after the 21st, and prior to or during the 24th, calendar month succeeding the Closing Date, (I) 11.94%, with respect to any Determination Date occurring after the 24th, and prior to or during the 27th, calendar month succeeding the Closing Date, (J) 12.88%, with respect to any Determination Date occurring after the 27th, and prior to or during the 30th, calendar month succeeding the Closing Date, (K) 13.81%, with respect to any Determination Date occurring after the 30th, and prior to or during the 33rd, calendar month succeeding the Closing Date, (L) 14.28%, with respect to any Determination Date occurring after the 33rd, and prior to or during the 36th, calendar month succeeding the Closing Date and (M) 14.75%, with respect to any Determination Date occurring after the 36th calendar month succeeding the Closing Date.

“Deemed Cured” means, as of a Determination Date, (a) with respect to a Trigger Event that has occurred pursuant to clause (ii) of the definition thereof, that no such clause (ii) Trigger Event shall have occurred as of such Determination Date or as of either of the two consecutively preceding Determination Dates, and (b) with respect to a Trigger Event that has occurred pursuant to clause (i) or clause (iii) of the definition thereof, as of a Determination Date which occurs in a calendar month which is a multiple of three months succeeding the Closing Date, that no such clause (i) or clause (iii) Trigger Event shall have occurred as of such Determination Date, it being understood that a Trigger Event that has occurred pursuant to clause (i) or clause (iii) of the definition thereof, may not be cured on a Determination Date which occurs in a calendar month which is not a multiple of three months succeeding the Closing Date.

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“Default” means, at any time, (i) if Assured Guaranty is then the Controlling Party, any Insurance Agreement Event of Default or any default in the satisfaction of Insurer Secured Obligations, and (ii) if the Trustee is then the Controlling Party, any Event of Default under the Indenture.

“Defaulted Receivable” means any Receivable with respect to which (i) 10% or more of a Scheduled Payment has become more than 90 days delinquent, (ii) the Servicer has repossessed the Financed Vehicle (and any applicable redemption period has expired), (iii) the Servicer has determined in good faith that payments under the Receivable are not likely to be resumed, or (iv) without duplication, such Receivable is a Sold Receivable.

“Delinquency Ratio” means, with respect to any Determination Date, the fraction, expressed as a percentage, the numerator of which is equal to the sum of the Principal Balances (as of the related Accounting Date) of all Receivables that were delinquent with respect to 10% or more of a Scheduled Payment more than 60 days (excluding those Receivables for which the Financed Vehicle has been repossessed and is in inventory) as of the related Accounting Date or that became a Purchased Receivable as of the related Accounting Date and that were delinquent with respect to 10% or more of a Scheduled

Payment more than 60 days (excluding those Receivables for which the Financed Vehicle has been repossessed and is in inventory) as of such Accounting Date and the denominator of which is equal to the Aggregate Principal Balance as of the second preceding Accounting Date.

“Delinquency Test Failure” shall mean, (A) with respect to any May-October Determination Date, the arithmetic average of the Delinquency Ratio for such Determination Date and the two immediately preceding Determination Dates is equal to or greater than 4.00%; provided, however, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the twelfth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 5.00%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the twenty-fourth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 5.50%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the thirtieth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 6.00%; and provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the thirty-sixth Determination Date after the Closing Date, the percentage referred to in the previous clause for such May-October Determination Date and each Determination Date thereafter shall be deemed to be 6.75%; or (B) with respect to any November-April Determination Date, the arithmetic average of the Delinquency Ratio for such Determination Date and the two immediately preceding Determination Dates is equal to or greater than 4.25%; provided, however, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the twelfth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 5.25%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the twenty-fourth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 5.75%; provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the thirtieth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 6.25%; and provided, further, in the event that the OC Percentage is equal to or greater than the Target OC Percentage on any Determination Date occurring subsequent to the thirty-sixth Determination Date after the Closing Date, the percentage referred to in the previous clause for such November-April Determination Date and each Determination Date thereafter shall be deemed to be 7.00%.

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“Delivery”: means with respect to the Collateral:

(1) the perfection and priority of a security interest in which is governed by the law of a jurisdiction which has adopted the 1978 Revision to Article 8 of the UCC:

(a) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-105(l)(i) of the UCC (other than certificated securities) and are susceptible of physical delivery, transfer thereof to the Collateral Agent by physical delivery to the Collateral Agent, indorsed to, or registered in the name of, the Collateral Agent or its nominee or indorsed in blank and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Collateral to the Collateral Agent free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

(b) with respect to a “certificated security” (as defined in Section 8-102(1)(a) of the UCC), transfer thereof:

(i) by physical delivery of such certificated security to the Collateral Agent, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Collateral Agent or indorsed in blank;

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(ii) by physical delivery of such certificated security to a “financial intermediary” (as defined in Section 8-313(4) of the UCC) of the Collateral Agent specially indorsed to or issued in the name of the Collateral Agent;

(iii) by the sending by a financial intermediary, not a “clearing corporation” (as defined in Section 8-102(3) of the UCC), of a confirmation of the purchase and the making by such financial intermediary of entries on its books and records identifying as belonging to the Collateral Agent of (A) a specific certificated security in the financial intermediary’s possession, (B) a quantity of securities that constitute or are part of a fungible bulk of certificated securities in the financial intermediary’s possession, or (C) a quantity of securities that constitute or are part of a fungible bulk of securities shown on the account of the financial intermediary on the books of another financial intermediary; or

(iv) by the making by a clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of the Collateral Agent or a Person designated by the Collateral Agent by the amount of such certificated security, provided that in each case: (A) the clearing corporation identifies such certificated security for the sole and exclusive account of the Collateral Agent or the Person designated by the Collateral Agent, (B) such certificated security shall be subject to the clearing corporation’s exclusive control, (C) such certificated security is in bearer form or indorsed in blank or registered in the name of the clearing corporation or custodian bank or a nominee or either of them, (D) custody of such certificated security shall be maintained by such clearing corporation or a “custodian bank” (as defined in Section 8-102(4) of the UCC) or the nominee of either subject to the control of the clearing corporation and (E) such certificated security is shown on the account of the transferor thereof on the books of the clearing corporation prior to the making of such entries; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Collateral to the Collateral Agent free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

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(c) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a financial intermediary which is also a “depositary” pursuant to applicable Federal regulations and issuance by such financial intermediary of a deposit advice or other written confirmation of such book-entry registration to the Collateral Agent of the purchase by the financial intermediary on behalf of the Collateral Agent of such book-entry security; the making by such financial intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Collateral Agent and indicating that such financial intermediary holds such book-entry security solely as agent for the Collateral Agent; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Collateral to the Collateral Agent free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

(d) with respect to any item of Collateral that is an “uncertificated security” (as defined in Section 8-102(1)(b) of the UCC) and that is not governed by clause (c) above, transfer thereof:

(i) by registration of the transfer thereof to the Collateral Agent, on the books and records of the issuer thereof;

(ii) by the sending of a confirmation by a financial intermediary of the purchase, and the making by such financial intermediary of entries on its books and records identifying as belonging to the Collateral Agent (A) a quantity of securities which constitute or are part of a fungible bulk of uncertificated securities registered in the name of the financial intermediary or (B) a quantity of securities which constitute or are part of a fungible bulk of securities shown on the account of the financial intermediary on the books of another financial intermediary; or

(iii) by the making by a clearing corporation of appropriate entries on its books reducing the appropriate account of the transferor and increasing the account of the Collateral Agent or a Person designated by the Collateral Agent by the amount of such uncertificated security, provided that in each case: (A) the clearing corporation identifies such uncertificated security for the sole and exclusive use of the Collateral Agent or the Person designated by the Collateral Agent, (B) such uncertificated security is registered in the name of the clearing corporation or a custodian bank or a nominee of either, and (C) such uncertificated security is shown on the account of the transferor on the books of the clearing corporation prior to the making of such entries; and

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(iv) in each case of delivery contemplated herein, the Collateral Agent shall make appropriate notations on its records, and shall cause same to be made on the records of its nominees, indicating that such securities are held in trust pursuant to and as provided in this Agreement.

(2) the perfection and priority of a security interest in which is governed by the law of a jurisdiction which has adopted the 1994 Revision to Article 8 of the UCC:

(i) with respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-105(1)(i) of the UCC (other than certificated securities) and are susceptible of physical delivery, transfer thereof to the Collateral Agent by physical delivery to the Collateral Agent, indorsed to, or registered in the name of, the Collateral Agent or its nominee or indorsed in blank and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Collateral to the Collateral Agent free and clear of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

(e) with respect to a “certificated security” (as defined in Section 8-102(a)(4) of the UCC), transfer thereof:

(i) by physical delivery of such certificated security to the Collateral Agent, provided that if the certificated security is in registered form, it shall be indorsed to, or registered in the name of, the Collateral Agent or indorsed in blank;

(ii) by physical delivery of such certificated security in registered form to a “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) acting on behalf of the Collateral Agent if the certificated security has been specially endorsed to the Collateral Agent by an effective endorsement.

(f) with respect to any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to Federal book entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by a securities intermediary which is also a “depositary” pursuant to applicable federal regulations and issuance by such securities intermediary of a deposit advice or other written confirmation of such book-entry registration to the Collateral Agent of the purchase by the securities intermediary on behalf of the Collateral Agent of such book-entry security; the making by such securities intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations as belonging to the Collateral Agent and indicating that such securities intermediary holds such book-entry security solely as agent for the Collateral Agent; and such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Collateral to the Collateral Agent free of any adverse claims, consistent with changes in applicable law or regulations or the interpretation thereof;

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(g) with respect to any item of Collateral that is an “uncertificated security” (as defined in Section 8-102(a)(18) of the UCC) and that is not governed by clause (c) above, transfer thereof:

(i) (A) by registration to the Collateral Agent as the registered owner thereof, on the books and records of the issuer thereof.

(B) by another Person (not a securities intermediary) who either becomes the registered owner of the uncertificated security on behalf of the Collateral Agent, or having become the registered owner acknowledges that it holds for the Collateral Agent.

(ii) the issuer thereof has agreed that it will comply with instructions originated by the Collateral Agent without further consent of the registered owner thereof.

(h) in each case of delivery contemplated herein, the Collateral Agent shall make appropriate notations on its records, and shall cause same to be made of the records of its nominees, indicating that securities are held in trust pursuant to and as provided in this Agreement.

(i) with respect to a “security entitlement” (as defined in Section 8-102(a)(17) of the UCC)

(i) if a securities intermediary (A) indicates by book entry that a “financial asset” (as defined in Section 8-102(a)(9) of the UCC) has been credited to be the Collateral Agent’s “securities account” (as defined in Section 8-501(a) of the UCC), (B) receives a financial asset (as so defined) from the Collateral Agent or acquires a financial asset for the Collateral Agent, and in either case, accepts it for credit to the Collateral Agent’s securities account (as so defined), (C) becomes obligated under other law, regulation or rule to credit a financial asset to the Collateral Agent’s securities account, or (D) has agreed that it will comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) originated by the Collateral Agent without further consent by the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC), of a confirmation of the purchase and the making by such securities intermediary of entries on its books and records identifying as belonging to the Collateral Agent of (I) a specific certificated security in the securities intermediary’s possession, (II) a quantity of securities that constitute or are part of a fungible bulk of certificated securities in the securities intermediary’s possession, or (III) a quantity of securities that constitute or are part of a fungible bulk of securities shown on the account of the securities intermediary on the books of another securities intermediary.

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“Eligible Account” means a segregated trust account that (i) is either (x) maintained with a depository institution or trust company the long-term unsecured debt obligations of which are rated “AA” or higher by Standard & Poor’s and “Aa2” or higher by Moody’s, or (y) maintained with a depository institution or trust company the commercial paper or other short-term unsecured debt obligations of which are rated “A-1+” by Standard & Poor’s and “P-1” by Moody’s and (ii) in either case, such depository institution or trust company shall have been specifically approved by the Controlling Party, acting in its discretion, by written notice to the Collateral Agent.

“Existing AmeriCredit Securitization” means any of AmeriCredit Automobile Receivables Trust 2005-C-F, AmeriCredit Automobile Receivables Trust 2006-A-F, AmeriCredit Automobile Receivables Trust 2007-B-F, AmeriCredit Automobile Receivables Trust 2007-D-F and AmeriCredit Automobile Receivables Trust 2008-A-F, each of which has the benefit of a financial guarantee insurance policy issued by AGM.

“Final Termination Date” means the date that is the later of (i) the Insurer Termination Date and (ii) the Trustee Termination Date.

“Floor Amount” shall mean, with respect to any Determination Date, the greater of (A) $100,000 and (B) the lesser of (i) the Note Balance and (ii) 2.00% of the Original Pool Balance.

“Indenture” means the Indenture, dated as of March 25, 2010, between the Trust and Wells Fargo, as amended from time to time with the consent of the Controlling Party.

“Insurance Agreement” means the Insurance and Indemnity Agreement, dated as of March 25, 2010, by and among Assured Guaranty, AmeriCredit Corp., AmeriCredit Financial Services, Inc., AFS SenSub Corp. and the Trust, pursuant to which Assured Guaranty issued the Notes Policy to the Trustee.

“Insurer Secured Obligations” means all amounts and obligations which may at any time be owed to or on behalf of Assured Guaranty (or any agents, accountants or attorneys for Assured Guaranty) under the Insurance Agreement or under any Transaction Document, regardless of whether such amounts are owed in the future, whether liquidated or unliquidated, contingent or non-contingent.

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“Insurer Termination Date” means the date which is the latest of (i) the date of the expiration of the Notes Policy, as specified in a written notice delivered by the Seller to the Collateral Agent and the Trustee, (ii) the date on which Assured Guaranty shall have received payment and performance in full of all Insurer Secured Obligations and (iii) the latest date on which any payment referred to above could be avoided as a preference or otherwise under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, as specified in an Opinion of Counsel delivered to the Collateral Agent and the Trustee.

“LBAC Securitization” means any of Long Beach Acceptance Auto Receivables Trust 2004-C, Long Beach Acceptance Auto Receivables Trust 2005-A, Long Beach Acceptance Auto Receivables Trust 2005-B, Long Beach Acceptance Auto Receivables Trust 2006-A, Long Beach Acceptance Auto Receivables Trust 2006-B and Long Beach Acceptance Auto Receivables Trust 2007-A, each of which has the benefit of a financial guarantee insurance policy issued by AGM.

“Lien” means, as applied to the property or assets (or the income, proceeds, products, rents or profits therefrom) of any Person, in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any mortgage, lien, pledge, attachment, charge, lease, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind; or (b) any arrangement, express or implied, under which such property or assets (and/or such income, proceeds, products, rents or profits) are transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for payment of debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person.

“May–October Determination Date” shall mean a Determination Date occurring during the months of May, June, July, August, September or October.

“Net Losses” means, with respect to any Determination Date, the positive difference of (A) the sum of (i) the aggregate of the Principal Balances as of the related Accounting Date of all Receivables that became Liquidated Receivables since the Initial Cutoff Date, plus (ii) the Principal Balance of all Receivables that became Purchased Receivables since the Initial Cutoff Date as of the related Accounting Date and that were delinquent with respect to 10% or more of a Scheduled Payment more than 30 days as of such Accounting Date, plus (iii) the aggregate of all Cram Down Losses as of the related Accounting Date that occurred since the Initial Cutoff Date, over (B) the Liquidation Proceeds received by the Trust as of the related Accounting Date since the Initial Cutoff Date

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

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“Note Balance” shall mean, with respect to any Determination Date, the sum of the aggregate principal balance of the Notes with respect to such Determination Date after giving effect to all distributions on the Notes on the related Distribution Date.

“Notes Policy” means the financial guaranty insurance policy, including any endorsements thereto, issued by Assured Guaranty with respect to the Securities, substantially in the form attached as Annex I to the Insurance Agreement.

“November–April Determination Date” shall mean a Determination Date occurring during the months of November, December, January, February, March or April.

“Obligor” means, with respect to any Receivable, the purchaser or the co-purchasers of the Financed Vehicle and any other Person or Persons who are primarily or secondarily obligated to make payments under a Receivable.

“OC Amount” shall mean 23.0%; provided, however, if each of the Step-Down Conditions are satisfied on a Determination Date preceding the Distribution Date set forth in the following table, the OC Amount shall be reduced to the amount set forth with respect to such Distribution Date in the following table; provided, further, however, that if any of such Step Down Conditions are not satisfied with respect to any Distribution Date in the following table, the OC Amount shall not be reduced on such Distribution Date and will not be subject to reduction or further reduction, as applicable, until the next Distribution Date set forth in the following table (if any):

Distribution Date occurring in:	OC Amount
18th calendar month	22.5	%
24th calendar month	21.5	%
30th calendar month	20.5	%

“OC Percentage” shall mean, with respect to any Determination Date, the sum of (i) the percentage equivalent of a fraction the numerator of which is equal to the excess, if any, of (A) the Aggregate Principal Balance as of such Determination Date over (B) the Note Balance as of such Determination Date and the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date, and (ii) the percentage equivalent of a fraction the numerator of which is equal to the amount on deposit in the Spread Account as of such Determination Date (after giving effect to any withdrawals from the Spread Account to be made on the related Distribution Date) and the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date.

“Opinion of Counsel” means a written opinion of counsel, acceptable as to form and substance, and reasonably acceptable as to issuing counsel, to the Controlling Party.

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“Release Instruction Letter” means a letter of instruction from the Servicer addressed to and acknowledged by the Collateral Agent and Assured Guaranty, substantially in the form of Exhibit A hereto.

“Requisite Amount” shall mean, as of any Determination Date, (A) if no Trigger Event and no Insurance Agreement Event of Default shall exist as of such Determination Date, the Floor Amount with respect to such Determination Date; (B) if a Trigger Event shall exist as of such Determination Date and no Insurance Agreement Event of Default shall have occurred as of such Determination Date, the sum of (x) 2.00% of the Original Pool Balance and (y) 6.00% of the Aggregate Principal Balance with respect to such Determination Date; or (C) if an Insurance Agreement Event of Default shall have occurred as of such Determination Date, the Pool Balance.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 25, 2010, by and among the Trust, AmeriCredit Financial Services, Inc., as Servicer, the Seller and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent.

“Secured Obligations” means the Insurer Secured Obligations and the Trustee Secured Obligations.

“Secured Parties” means each of the Trustee, in respect of the Trustee Secured Obligations, and Assured Guaranty, in respect of the Insurer Secured Obligations.

“Securitizations” means the AmeriCredit Securitizations and the LBAC Securitizations.

“Security Interests” means the security interests and Liens in the Collateral granted pursuant to Section 2.01 hereof.

“Sharing-Eligible AmeriCredit Securitization” means any AmeriCredit Securitization (a) from and after the first time at which both (i) the amount on deposit in the related spread account has equaled or exceeded the “Requisite Amount” (as defined in the related spread account agreement) and (ii) the “Pro Forma Note Balance” (as defined in the related spread account agreement) has equaled or been less than the “Required Pro Forma Note Balance” (as defined in the related spread account agreement), (b) from and after the Sharing-Eligible Distribution Date specified for such AmeriCredit Securitization in the related spread account agreement or (c) with respect to which an “Insurance Agreement Event of Default” (as defined in the related spread account agreement) has occurred.

“Sharing-Eligible Distribution Date” means, with respect to the AmeriCredit Automobile Receivable Trust 2010-A, the 9th Distribution Date.

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“Sharing-Eligible LBAC Securitization” means (a) each of Long Beach Acceptance Auto Receivables Trust 2006-A, Long Beach Acceptance Auto Receivables Trust 2006-B and Long Beach Acceptance Auto Receivables Trust 2007-A transactions and (b) any other LBAC Securitization (x) from and after the first time at which the “Total Enhancement Amount” (as defined in the related spread account agreement) has equaled or exceeded the “Required Total Enhancement Amount” (as defined in the related spread account agreement) or (y) with respect to which an “Insurance Agreement Event of Default” (as defined in the related spread account agreement), other than an “Excluded Insurance Agreement Event of Default” (as defined in the related spread account agreement), has occurred.

“Sharing-Eligible Securitization” means any Sharing-Eligible LBAC Securitization and Sharing-Eligible AmeriCredit Securitization.

“Spread Account” means the account established in accordance with Section 3.01(a) hereof.

“Spread Account Eligible Investments” means Eligible Investments held by the Collateral Agent in the Spread Account and with respect to which the Collateral Agent has taken Delivery. Any such Spread Account Eligible Investment may be purchased by or through the Collateral Agent or any of its affiliates.

“Spread Account Initial Deposit” shall have the meaning assigned in Section 3.01(c) hereof.

“Step-Down Conditions” shall be satisfied as of each Distribution Date in the following table if each of the following conditions are met on such Distribution Date: (a) no Insurance Agreement Event of Default shall have occurred; (b) all amounts owed to the Insurer under the Basic Documents have been paid in full; (c) immediately before and after giving effect to any reduction in the OC Amount, (i) the Spread Account is at the Requisite Amount and (ii) the Pro Forma Note Balance is less than or equal to the Required Pro Forma Note Balance; (d) the arithmetic average of the monthly Delinquency Ratios for the three immediately preceding Collection Periods is less than the percentage set forth opposite such Distribution Date, (e) the Cumulative Net Loss Rate for the related Collection Period is less than the percentage set forth opposite such Distribution Date, (f) the Cumulative Default Rate for the related Collection Period is less than the percentage set forth opposite such Distribution Date and (g) the arithmetic average of the Monthly Extension Rates for the three immediately preceding consecutive calendar months is less than 3.00%:

Distribution Date occurring in:	Delinquency Ratio		Cumulative Net Loss Rate		Cumulative Default Rate
October 2011	4.00	%	5.70	%	9.70	%
April 2012	4.00	%	7.50	%	12.75	%
October 2012	4.75	%	9.00	%	15.00	%

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“Target OC Percentage” shall mean, with respect to any Determination Date, the sum of (i) the percentage equivalent of a fraction the numerator of which is equal to the Floor Amount as of such Determination Date and the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date, and (ii) the percentage equivalent of a fraction the numerator of which is equal to the excess, if any, of (A) the Aggregate Principal Balance as of such Determination Date over (B) the Required Pro Forma Note Balance as of such Determination Date and the denominator of which is equal to the Aggregate Principal Balance as of such Determination Date.

“Total Enhancement Shortfall” means (a) with respect to a Sharing-Eligible LBAC Securitization (other than Long Beach Acceptance Auto Receivables Trust 2005-A and Long Beach Acceptance Auto Receivables Trust 2006-B) on any date of determination, (i) prior to the occurrence of an “Insurance Agreement Event of Default” (as defined in the related spread account agreement), other than an “Excluded Insurance Agreement Event of Default” (as defined in the related spread account agreement), the amount by which the “Required Total Enhancement Amount” (as defined in the related spread account agreement but calculated without regard to whether a “Trigger Event” (as defined in the related spread account agreement) has occurred) for such Sharing-Eligible LBAC Securitization exceeds the “Total Enhancement Amount” (as defined in the related spread account agreement) for such Sharing-Eligible LBAC Securitization or (ii) after the occurrence of an “Insurance Agreement Event of Default” (as defined in the related spread account agreement), other than an “Excluded Insurance Agreement Event of Default” (as defined in the related spread account agreement), the amount by which the amount on deposit in the spread account for such Sharing-Eligible LBAC Securitization is less than the “Requisite Amount” (as defined in the related spread account agreement) for such Sharing-Eligible LBAC Securitization, (b) with respect to a Sharing-Eligible LBAC Securitization that is either of Long Beach Acceptance Auto Receivables Trust 2005-A and Long Beach Acceptance Auto Receivables Trust 2006-B, the excess of the related “Requisite Amount” (as defined in the related spread account agreement but calculated without regard to whether a “Trigger Event” (as defined in the related spread account agreement) has occurred) over the amount on deposit in the related spread account and (c) with respect to a Sharing-Eligible AmeriCredit Securitization on any date of determination, (i) prior to the occurrence of an “Insurance Agreement Event of Default” (as defined in the related spread account agreement), the sum of (x) the amount by which the “Requisite Amount” (as defined in the related spread account agreement but calculated without regard to whether a “Trigger Event” (as defined in the related spread account agreement) has occurred) for such Sharing-Eligible AmeriCredit Securitization exceeds the amount on deposit in the spread account for such Sharing-Eligible AmeriCredit Securitization plus (y) the amount of any “Accelerated Payment Amount Shortfall” (as defined in the related spread account agreement) remaining after application of funds available in the related spread account for such Sharing-Eligible AmeriCredit Securitization or (ii) after the occurrence of an “Insurance Agreement Event of Default” (as defined in the related spread account agreement), the amount by which the amount on deposit in the spread account for such Sharing-Eligible AmeriCredit Securitization is less than the “Requisite Amount” (as defined in the related spread account agreement) for such Sharing-Eligible AmeriCredit Securitization.

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“Transaction Documents” has the meaning provided in the Insurance Agreement.

“Trigger Date” means a Determination Date which occurs (i) on or after the date of occurrence of a Trigger Event and prior to the date, if any, on which such Trigger Event is Deemed Cured or (ii) on or after the date of occurrence of an Insurance Agreement Event of Default.

“Trigger Event” shall mean, as of a Determination Date, the occurrence of any of the following:

(i) the occurrence of a Cumulative Net Loss Test Failure;

(ii) the occurrence of a Delinquency Test Failure; or

(iii) the occurrence of a Cumulative Default Test Failure.

“Trustee” means the Trust Collateral Agent named in the Indenture.

“Trustee Secured Obligations” means all amounts and obligations which the Trust may at any time owe to or on behalf of the Trustee, Collateral Agent, Trust Collateral Agent (without regard to any limitations on the amounts payable to the Trustee, the Collateral Agent or the Trust Collateral Agent specified in such Transaction Documents), or the Noteholders under the Indenture or other Transaction Documents.

“Trustee Termination Date” means the date on which the Trustee shall have received, as Trustee on behalf of (and as agent for) the Noteholders, payment and performance in full of all Trustee Secured Obligations.

“Underwriting Agreement” means the underwriting agreement dated as of March 26, 2010 among AmeriCredit Financial Services, Inc., AFS SenSub Corp. and Credit Suisse Securities (USA) LLC and RBS Securities Inc., as underwriters.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code in effect in the relevant jurisdiction, as the same may be amended from time to time.

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“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association and its successors.

Section 1.02 Rules of Interpretation. The terms “hereof,” “herein,” “hereby” or “hereunder,” unless otherwise modified by more specific reference, shall refer to this Agreement in its entirety. Unless otherwise indicated in context, the terms “Article,” “Section,” “Appendix,” “Exhibit” or “Annex” shall refer to an Article or Section of, or Appendix, Exhibit or Annex to, this Agreement. The definition of a term shall include the singular, the plural, the past, the present, the future, the active and the passive forms of such term.

ARTICLE II

SECURITY INTERESTS; THE COLLATERAL

Section 2.01 Grant of Security Interest by the Trust.

(a) In order to secure the performance of the Secured Obligations, the Trust hereby pledges, assigns, grants, transfers and conveys to Wells Fargo, as Collateral Agent, on behalf of and for the benefit of the Secured Parties to secure such Secured Obligations, a Lien on and security interest in (which Lien and security interest is intended to be prior to all other Liens), all of its right, title and interest in and to the following (all constituting Collateral hereunder):

(i) the Spread Account as established pursuant to Section 3.01 of this Agreement (including, without limitation, the Spread Account Initial Deposit and all additional monies, checks, securities, investments and other items or documents at any time held in or evidencing any such accounts);

(ii) all of the Trust’s right, title and interest in and to investments made with proceeds of the property described in clause (i) above, including all investments made with amounts on deposit in the Spread Account; and

(iii) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing.

(b) In order to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interests granted hereunder, the Trust represents and warrants that it has, prior to the execution of this Agreement, executed and filed an appropriate Uniform Commercial Code financing statement in Delaware sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest in all Collateral which can be perfected by the filing of a financing statement or has delivered to Assured Guaranty a legal opinion acceptable to Assured Guaranty to the effect that no filings are required to perfect the security interests granted hereunder.

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Section 2.02 Perfection and Profit. The Trust intends the security interests in favor of the Secured Parties to be prior to all other Liens in respect of the Collateral, and the Trust shall take all actions necessary to obtain and maintain, in favor of the Collateral Agent, for the benefit of the Secured Parties, a first lien on and a first priority, perfected security interest in the Collateral granted to the Collateral Agent. Subject to the provisions hereof specifying the rights and powers of the Controlling Party from time to time to control certain specified matters relating to the Collateral, each Secured Party shall have all of the rights, remedies and recourse with respect to the Collateral afforded a secured party under the Uniform Commercial Code and all other applicable law in addition to, and not in limitation of, the other rights, remedies and recourse granted to such Secured Parties by this Agreement or any other law relating to the creation and perfection of liens on, and security interests in, the Collateral.

Section 2.03 Reserved.

Section 2.04 The Trust Remains Liable. The Security Interests are granted as security only and shall not (i) transfer or in any way affect or modify, or relieve the Trust from, any obligation to perform or satisfy, any term, covenant, condition or agreement to be performed or satisfied by the Trust under or in connection with this Agreement, the Insurance Agreement or any other Transaction Document to which it is a party or (ii) impose any obligation on any of the Secured Parties or the Collateral Agent to perform or observe any such term, covenant, condition or agreement or impose any liability on any of the Secured Parties or the Collateral Agent for any act or omission on its part relative thereto or for any breach of any representation or warranty on its part contained therein or made in connection therewith, except, in each case, to the extent provided herein and in the other Transaction Documents.

Section 2.05 Maintenance of Collateral.

(a) Safekeeping. The Collateral Agent agrees to maintain the Collateral received by it and all records and documents relating thereto at the office of the Collateral Agent specified in Section 8.06 hereof or such other address (unless all filings have been made to continue the perfection of the security interest in the Collateral to the extent such security interest can be perfected by filing a financing statement, as evidenced by an Opinion of Counsel delivered to the Controlling Party), as may be approved by the Controlling Party. The Collateral Agent shall keep all Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Spread Account Eligible Investments and Spread Account included in the Collateral in such a manner as shall enable the Collateral Agent and the Secured Parties to verify the accuracy of such record-keeping. The Collateral Agent’s books and records shall at all times show that the Collateral is held by the Collateral Agent as agent of the Secured Parties and is not the property of the Collateral Agent. The Collateral Agent will promptly report to each Secured Party and the Trust any failure on its part to hold the Collateral as provided in this Section 2.05(a) and will promptly take appropriate action to remedy any such failure.

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(b) Access. The Collateral Agent shall permit each of the Secured Parties, or their respective duly authorized representatives, attorneys, auditors or designees, to inspect the Collateral or the records relating to the Collateral in the possession of or otherwise under the control of the Collateral Agent pursuant hereto at such reasonable times during normal business hours as any such Secured Party may reasonably request upon not less than one Business Day’s prior written notice. The costs and expenses associated with any such inspection will be paid by the party making such inspection.

Section 2.06 Termination and Release of Rights.

(a) On the Insurer Termination Date, the rights, remedies, powers, duties, authority and obligations conferred upon Assured Guaranty pursuant to this Agreement in respect of the Collateral shall terminate and be of no further force and effect and all rights, remedies, powers, duties, authority and obligations of Assured Guaranty with respect to the Collateral shall be automatically released; provided that any indemnity provided to or by Assured Guaranty herein shall survive such Insurer Termination Date. If Assured Guaranty is acting as Controlling Party on the Insurer Termination Date, Assured Guaranty agrees, at the expense of the Trust, to execute and deliver such instruments as the successor Controlling Party may reasonably request to effectuate such release, and any such instruments so executed and delivered shall be fully binding on Assured Guaranty and any Person claiming by, through or under Assured Guaranty.

(b) On the Trustee Termination Date, the rights, remedies, powers, duties, authority and obligations, if any, conferred upon the Trustee pursuant to this Agreement in respect of the Collateral shall terminate and be of no further force and effect and all such rights, remedies, powers, duties, authority and obligations of the Trustee with respect to the Collateral shall be automatically released; provided that any indemnity provided to the Trustee herein shall survive such Trustee Termination Date. If the Trustee is acting as Controlling Party on the Trustee Termination Date, the Trustee agrees, at the expense of the Trust, to execute and deliver such instruments as the Trust may reasonably request to effectuate such release, and any such instruments so executed and delivered shall be fully binding on the Trustee.

(c) On the Final Termination Date, the rights, remedies, powers, duties, authority and obligations conferred upon the Collateral Agent and each Secured Party pursuant to this Agreement shall terminate and be of no further force and effect and all rights, remedies, powers, duties, authority and obligations of the Collateral Agent and each Secured Party with respect to the Collateral shall be released in accordance with the provisions of Section 3.03(b). On the Final Termination Date, the Collateral Agent agrees, and each Secured Party agrees, at the expense of the Trust, to execute such instruments of release, in recordable form if necessary, in favor of the Trust as the Trust may reasonably request, to deliver the Collateral, if any, in its possession to the Trust, and to otherwise release the lien of this Agreement and release and deliver to the Trust the Collateral.

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Section 2.07 Non-Recourse Obligations of Trust. Notwithstanding anything herein or in the other Transaction Documents to the contrary, the parties hereto agree that the obligations of the Trust hereunder (without limiting the obligation to make distributions in accordance with Section 3.03(b)) shall be recourse only to the extent of amounts released to the Trust pursuant to priority SECOND, fifth of Section 3.03(b).

Section 2.08 Securities Intermediary. Wells Fargo, hereby undertakes and agrees to act as “securities intermediary” (as such term is defined in Section 8-102 (a)(14) of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)). In such capacity (Wells Fargo, in such capacity being herein sometimes referred to as the “Securities Intermediary”) and in accordance with Section 3.01 of this Agreement, the Securities Intermediary has established the Spread Account. The Securities Intermediary represents, warrants, acknowledges and agrees that:

(1) It shall not change the name or account number of the Spread Account without the prior written consent of the Collateral Agent;

(2) All securities or other property underlying any financial assets deposited in or credited to the Spread Account shall be registered in the name of the Securities Intermediary or the Collateral Agent or in blank or credited to another securities account or accounts maintained in the name of the Securities Intermediary, and in no case shall any financial asset deposited in or credited to the Spread Account be registered in the name of Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary in blank;

(3) All property delivered to the Securities Intermediary pursuant to this Agreement for deposit in or credit to the Spread Account shall be promptly credited to the Spread Account;

(4) The Spread Account is a “securities account” as such term is defined in Section 8-501(a) of the New York UCC, and the Securities Intermediary agrees that each item of property (whether investment property, financial asset, security, instrument or cash) deposited in or credited to the Spread Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC and that, subject to the terms of this Agreement, the Securities Intermediary will treat the Collateral Agent as entitled to exercise the rights that comprise any financial asset deposited in or credited to such Account; and

(5) If at any time the Securities Intermediary shall receive any order from the Collateral Agent directing transfer or redemption of any financial asset relating to the Spread Account, the Securities Intermediary shall comply with such entitlement order without further consent by Seller or any other person.

Without limiting the generality of Section 8.11 of this Agreement, the parties agree that both this Agreement and the Spread Account shall be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the New York UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Spread Account (as well as all of the securities entitlements related thereto) shall be governed by the laws of the State of New York.

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ARTICLE III

SPREAD ACCOUNT

Section 3.01 Establishment of Spread Account, Initial Deposits into Spread Account.

(a) On or prior to the Closing Date, the Collateral Agent shall establish at its office or at another depository institution or trust company an Eligible Account, designated, “Spread Account – Series 2010-A – Wells Fargo, as Collateral Agent for Assured Guaranty and Well Fargo, as Trustee” (the “Spread Account”).

(b) No withdrawals may be made of funds in the Spread Account except as provided in Section 3.03 of this Agreement. Except as specifically provided in this Agreement, funds in the Spread Account shall not be commingled with any other monies. All monies deposited from time to time in the Spread Account and all investments made with such monies shall be held by the Collateral Agent as part of the Collateral.

(c) The parties hereto acknowledge and agree that the initial amount deposited into the Spread Account comprising part of the Collateral shall be in the amount of $4,761,997.16 (the “Spread Account Initial Deposit”). The Trust and the Collateral Agent confirm that concurrently with the execution and delivery of this Agreement such amount has been deposited by the Trust with the Collateral Agent for deposit into the Spread Account. The Collateral Agent shall deposit all cash distributions with respect to the Collateral into the Spread Account.

(d) Except as specifically provided herein, the Spread Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of the Trust or the Servicer. All income or loss on investments of funds in the Spread Account shall be reported by AmeriCredit as taxable income or loss of AmeriCredit.

Section 3.02 Investments.

(a) Funds which may at any time be held in the Spread Account shall be invested and reinvested by the Collateral Agent, at the written direction (which may include, subject to the provisions hereof, general standing instructions) of the Servicer (unless a Servicer Termination Event shall have occurred and be continuing, in which case at the written direction of the Controlling Party) or its designee received by the Collateral Agent by 1:00 P.M., New York City time, on the Business Day prior to the date on which such investment shall be made, in one or more Spread Account Eligible Investments in the manner specified in Section 3.02(c). If no written direction with respect to any portion of the Spread Account is received by the Collateral Agent, the Collateral Agent shall invest such funds overnight in investments described in paragraph (g) of Eligible Investments, provided that the Collateral Agent shall not be liable for any loss or absence of income resulting from such investments.

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(b) Each investment made pursuant to this Section 3.02 on any date shall mature not later than the Business Day immediately preceding the Distribution Date next succeeding the day such investment is made.

(c) Subject to the other provisions hereof, the Collateral Agent shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner which complies with Section 2.04 and the requirements of the definition of “Spread Account Eligible Investments.”

(d) If amounts on deposit in the Spread Account are at any time invested in a Spread Account Eligible Investment payable on demand, the Collateral Agent shall (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Spread Account Eligible Investment is permitted to mature under the provisions hereof and (ii) demand payment of all amounts due thereunder promptly upon receipt of written notice from the Controlling Party to the effect that such investment does not constitute a Spread Account Eligible Investment.

(e) All monies on deposit in the Spread Account, together with any deposits or securities in which such monies may be invested or reinvested, and any gains from such investments, shall constitute Collateral hereunder subject to the Security Interest of the Secured Parties.

(f) Subject to Section 4.03 hereof, the Collateral Agent shall not be liable by reason of any insufficiency in the Spread Account resulting from any loss on any Spread Account Eligible Investment included therein.

(g) For avoidance of doubt, any amounts that are invested by the Collateral Agent in Spread Account Eligible Investments shall constitute “funds” or “amounts” “in the Spread Account,” “held in the Spread Account,” or “on deposit in the Spread Account” and any such investments shall be considered to “mature” on or by a given day to the extent that such invested amounts will be available either by payment at maturity on such day or pursuant to a right to payment or withdrawal on such day after applicable prior demand or notice is made.

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Section 3.03 Distributions: Priority of Payments.

(a) Prior to each Distribution Date, the Controlling Party will direct the Collateral Agent with respect to the amounts to be distributed pursuant to Section 3.03(b) on such Distribution Date and the Collateral Agent shall notify the Trustee of such determination. Additionally, on each Determination Date on which the amount in the Spread Account is less than the Requisite Amount with respect to such Determination Date, the Collateral Agent shall notify the Trust Collateral Agent of the amount of such shortfall, and on the next succeeding Distribution Date, the Trust Collateral Agent shall be required pursuant to Section 5.7(a) of the Sale and Servicing Agreement to deliver such amount, to the extent available in accordance with the Sale and Servicing Agreement, to the Collateral Agent for deposit into the Spread Account subject to Section 3.03(b) hereof.

(b) On each Distribution Date, following delivery by the Trustee to the Collateral Agent of the amounts required under the Sale and Servicing Agreement to be delivered to the Collateral Agent for deposit in the Spread Account, and upon receipt of a Deficiency Notice, or notice with respect to an Accelerated Payment Amount Shortfall or notice with respect to other amounts referred to in priority SECOND being due and owing, the Collateral Agent shall make the following distributions from the Spread Account in the following order of priority and, in each case, to the extent of the amount specified:

FIRST, if there exists a Deficiency Claim Amount, to the Trust Collateral Agent for deposit in the Collection Account the amount of such Deficiency Claim Amount; and

SECOND, to the extent that the funds in the Spread Account are in excess of the Requisite Amount or, following the Final Termination Date, to the extent of any funds remaining in the Spread Account:

first, if the Trust Collateral Agent has delivered an Accelerated Payment Shortfall Notice and if there exists an Accelerated Payment Amount Shortfall, to the Trust Collateral Agent for deposit in the Collection Account the amount of such Accelerated Payment Amount Shortfall;

second, amounts in respect of indemnity payments to the Trustee, Lockbox Bank, Lockbox Processor, Owner Trustee, Custodian, Backup Servicer, Collateral Agent, Trust Collateral Agent, or other service provider that have not been reimbursed by the Servicer, to such Persons pro rata in accordance with amounts due to such Persons;

third, to the payment of any expenses payable pursuant to Section 4.5 of the Sale and Servicing Agreement to the extent not paid by the Servicer;

fourth, pari passu and pro rata (on the basis of the Total Enhancement Shortfall) to the spread account for each Sharing-Eligible Securitization with respect to which there exists on such day a Total Enhancement Shortfall (based on the amount then on deposit in the spread account for each such Sharing-Eligible Securitization and the most recently available Servicer Report for each such Sharing-Eligible Securitization), an amount up to the amount of such Total Enhancement Shortfall in accordance with a Release Instruction Letter, free and clear of the Lien established hereunder; and

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fifth, to the Certificateholder free and clear of the Lien established hereunder.

(c) On any date on which the Notes have been redeemed in full pursuant to Section 10.1 of the Indenture and all amounts due and payable to Assured Guaranty under the Insurance Agreement have been paid in full, the Collateral Agent shall release all amounts remaining on deposit in the Spread Account (following any distributions required to have been made on such date pursuant to Section 3.03(b)) to the Certificateholder free and clear of the Lien established hereunder.

Section 3.04 General Provisions Regarding Spread Account.

(a) Promptly upon the establishment (initially or upon any relocation) of the Spread Account hereunder, the Collateral Agent shall advise the Trust and each Secured Party in writing of the name and address of the depository institution or trust company where the Spread Account has been established (if not Wells Fargo or any successor Collateral Agent in its commercial banking capacity), the name of the officer of the depository institution who is responsible for overseeing the Spread Account, the account number and the individuals whose names appear on the signature cards for the Spread Account. The Trust shall cause each such depository institution or trust company to execute a written agreement, in form and substance satisfactory to the Controlling Party, waiving, and the Collateral Agent by its execution of this Agreement hereby waives (except to the extent expressly provided herein), in each case to the extent permitted under applicable law, (i) any banker’s or other statutory or similar Lien, and (ii) any right of set-off or other similar right under applicable law with respect to the Spread Account and agreeing, and the Collateral Agent by its execution of this Agreement hereby agrees, to notify the Trust, the Collateral Agent, and each Secured Party of any charge or claim against or with respect to the Spread Account. The Collateral Agent shall give the Trust and each Secured Party at least ten Business Days’ prior written notice of any change in the location of the Spread Account or in any related account information. Anything herein to the contrary notwithstanding, unless otherwise consented to by the Controlling Party in writing, the Collateral Agent shall have no right to change the location of the Spread Account.

(b) Upon the written request of the Controlling Party or the Trust, the Collateral Agent shall cause, at the expense of the Trust, the depository institution at which the Spread Account is located to forward to the requesting party copies of all monthly account statements for the Spread Account.

(c) If at any time the Spread Account ceases to be an Eligible Account, the Collateral Agent shall notify the Controlling Party of such fact and shall establish within 5 Business Days of such determination, in accordance with paragraph (a) of this Section, a successor Spread Account thereto, which shall be an Eligible Account, at another depository institution acceptable to the Controlling Party.

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(d) No passbook, certificate of deposit or other similar instrument evidencing the Spread Account shall be issued, and all contracts, receipts and other papers, if any, governing or evidencing the Spread Account shall be held by the Collateral Agent.

Section 3.05 Reports by the Collateral Agent. The Collateral Agent shall report to the Trustee, Assured Guaranty, the Trust and the Servicer on a monthly basis no later than each Distribution Date with respect to the amount on deposit in the Spread Account and the identity of the investments included therein as of the last day of the related Monthly Period, and shall provide accounts of deposits into and withdrawals from the Spread Account, and of the investments made therein, to the independent accountants upon their request for purposes of their reports pursuant to Section 4.11 of the Sale and Servicing Agreement.

ARTICLE IV

THE COLLATERAL AGENT

Section 4.01 Appointment and Powers. Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Wells Fargo, as Collateral Agent with respect to the Collateral, and Wells Fargo hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Collateral for the Secured Parties, to maintain custody and possession of the Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement or (ii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

Section 4.02 Performance of Duties. The Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and the other Transaction Documents to which the Collateral Agent is a party or as directed by the Controlling Party in accordance with this Agreement.

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Section 4.03 Limitation on Liability. Neither the Collateral Agent nor any of its directors, officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Collateral Agent shall be liable for its gross negligence, bad faith or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Trust of this Agreement or any of the Collateral (or any part thereof) or perfection thereof. Notwithstanding any term or provision of this Agreement, the Collateral Agent shall not incur any liability to the Trust or the Secured Parties for any action taken or omitted by the Collateral Agent in connection with the Collateral, except for gross negligence or willful misconduct on the part of the Collateral Agent, and, further, the Collateral Agent shall not incur any liability to the Secured Parties except for gross negligence or willful misconduct in carrying out its duties to the Secured Parties. Subject to Section 4.04, the Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Collateral Agent) the Collateral Agent shall not be required to make any independent investigation with respect thereto. The Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Transaction Documents. The Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with the written advice of such counsel. The Collateral Agent shall not be under any obligation to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or to exercise any of the remedial rights or powers vested in it by this Agreement or to follow any direction from the Controlling Party unless it shall have received reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in connection therewith.

Section 4.04 Reliance upon Documents. In the absence of bad faith or negligence on its part, the Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

Section 4.05 Successor Collateral Agent.

(a) Merger. Any Person into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Collateral Agent hereunder) be and become a successor Collateral Agent hereunder and be vested with all of the title to and interest in the Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Secured Parties in the Collateral.

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(b) Resignation. The Collateral Agent and any successor Collateral Agent may resign only (i) upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Collateral Agent, and the Controlling Party does not elect to waive the Collateral Agent’s obligation to perform those duties which render it legally unable to act or elect to delegate those duties to another Person, or (ii) with the prior written consent of the Controlling Party, such consent not to be unreasonably withheld. The Collateral Agent shall give not less than 60 days’ prior written notice of any such permitted resignation by registered or certified mail to the other Secured Party and the Trust; provided, that such resignation shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Collateral Agent and the acceptance in writing by such successor Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (ii) delivery of the Collateral to such successor to be held in accordance with the procedures specified in Article II hereof, and (iii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.02. Notwithstanding the preceding sentence, if by the contemplated date of resignation specified in the written notice of resignation delivered as described above no successor Collateral Agent or temporary successor Collateral Agent has been appointed Collateral Agent and accepted such appointment or becomes the Collateral Agent pursuant to subsection (d) hereof, the resigning Collateral Agent may petition a court of competent jurisdiction in New York, New York for the appointment of a successor.

(c) Removal. The Collateral Agent may be removed by the Controlling Party at any time, with or without cause, by an instrument or concurrent instruments in writing delivered to the Collateral Agent, the other Secured Party and the Issuer. A temporary successor may be removed at any time to allow a successor Collateral Agent to be appointed pursuant to subsection (d) below. Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Collateral Agent and the acceptance in writing by the successor Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, (ii) delivery of the Collateral to such successor to be held in accordance with the procedures specified in Article II hereof and (iii) receipt by the Controlling Party of an Opinion of Counsel to the effect described in Section 5.02.

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(d) Acceptance by Successor. The Controlling Party shall have the sole right to appoint each successor Collateral Agent. Every temporary or permanent successor Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to each Secured Party and the Trust an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Collateral to the successor Collateral Agent to be held in accordance with the procedures specified in Article II hereof, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Secured Party or the Trust, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Trust or a Secured Party is reasonably required by a successor Collateral Agent to more fully and certainly vest in such successor the estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in such Collateral Agent, any and all such written instruments shall, at the request of the temporary or permanent successor Collateral Agent, be forthwith executed, acknowledged and delivered by the Issuer. The designation of any successor Collateral Agent and the instrument or instruments removing any Collateral Agent and appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the records relating to the Collateral and, to the extent required by applicable law, filed or recorded by the successor Collateral Agent in each place where such filing or recording is necessary to effect the transfer of the Collateral to the successor Collateral Agent or to protect or continue the perfection of the security interests granted hereunder.

Section 4.06 Indemnification. The Trust shall indemnify the Collateral Agent, its directors, officers, employees and agents for, and hold the Collateral Agent, its directors, officers, employees and agents harmless against, any loss, liability or expense (including the costs and expenses of defending against any claim of liability) arising out of or in connection with the Collateral Agent’s acting as Collateral Agent hereunder, except such loss, liability or expense as shall result from the gross negligence, bad faith or willful misconduct of the Collateral Agent or its officers, employees, directors or agents. The obligation of the Trust under this Section shall survive the termination of this Agreement and the resignation or removal of any Collateral Agent. The Collateral Agent covenants and agrees that the obligations of the Trust hereunder and under Section 4.07 shall be limited to the amounts distributed pursuant to Section 5.7(a)(iii) of the Sale and Servicing Agreement and Section 3.03(b) of this Agreement, and further covenants not to take any action to enforce its rights to indemnification hereunder with respect to the Trust and to payment under Section 4.07, or otherwise to assert any Lien or take any other action in respect of the Collateral, until the Final Termination Date.

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Section 4.07 Compensation and Reimbursement. The Trust agrees for the benefit of the Secured Parties and as part of the Secured Obligations (a) to pay to the Collateral Agent, from time to time, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a collateral trustee); and (b) to reimburse the Collateral Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of, or carrying out its duties and obligations under, this Agreement (including the reasonable compensation and fees and the expenses and disbursements of its agents, any independent certified public accountants and independent counsel), except any expense, disbursement or advances as may be attributable to gross negligence, bad faith or willful misconduct on the part of the Collateral Agent.

Section 4.08 Representations and Warranties of Wells Fargo. Wells Fargo represents and warrants to the Trust and to each Secured Party as follows:

(a) Due Organization. Wells Fargo is a national banking association, duly organized, validly existing and in good standing under the laws of the United States and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(b) Corporate Power. Wells Fargo has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as Collateral Agent hereunder.

(c) Due Authorization. The execution and delivery by Wells Fargo of this Agreement and the other Transaction Documents to which it is a party, and the performance by Wells Fargo of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings and no further approvals or filings, including any governmental approvals, are required for the valid execution and delivery by Wells Fargo, or the performance by Wells Fargo, of this Agreement and such other Transaction Documents.

(d) Valid and Binding Agreement. Wells Fargo has duly executed and delivered this Agreement and each other Transaction Document to which it is a party, and each of this Agreement and each such other Transaction Document constitutes the legal, valid and binding obligation of Wells Fargo, enforceable against Wells Fargo, in accordance with its terms, except as (i) such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 4.09 Waiver of Setoffs. The Collateral Agent hereby expressly waives any and all rights of setoff that the Collateral Agent may otherwise at any time have under applicable law with respect to the Spread Account and agrees that amounts in the Spread Account shall at all times be held and applied solely in accordance with the provisions hereof.

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Section 4.10 Control by the Controlling Party. The Collateral Agent shall comply with notices and instructions given by the Trust only if accompanied by the written consent of the Controlling Party, except that if any Default shall have occurred and be continuing, the Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Trust.

ARTICLE V

COVENANTS OF THE TRUST

Section 5.01 Preservation of Collateral. Subject to the rights, powers and authorities granted to the Collateral Agent and the Controlling Party in this Agreement, the Trust shall take such action as is necessary and proper with respect to the Collateral in order to preserve and maintain the Collateral and to cause (subject to the rights of the Secured Parties) the Collateral Agent to perform its obligations with respect to the Collateral as provided herein. The Trust will do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such instruments of transfer or take such other steps or actions as may be necessary, or required by the Controlling Party, to perfect the Security Interests granted hereunder in the Collateral, to ensure that such Security Interests rank prior to all other Liens and to preserve the priority of such Security Interests and the validity and enforceability thereof. Upon any delivery or substitution of Collateral, the Trust shall be obligated to execute such documents and perform such actions as are necessary to create in the Collateral Agent for the benefit of the Secured Parties a valid first Lien on, and valid and perfected, first priority security interest in, the Collateral so delivered and to deliver the Collateral to the Collateral Agent, free and clear of any other Lien together with satisfactory assurances thereof, and to pay any reasonable costs incurred by any of the Secured Parties or the Collateral Agent (including its respective agents) or otherwise in connection with such delivery.

Section 5.02 Opinions as to Collateral. Not more than 90 days nor less than 30 days prior to (i) each May 1, during the term of this Agreement, beginning in 2011 and (ii) each date on which the Trust proposes to take any action contemplated by Section 5.06, the Trust shall, at its own cost and expense, furnish to each Secured Party, the Collateral Agent and each Rating Agency an Opinion of Counsel either (a) stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any financing statements and continuation statements and other actions as are necessary to perfect, maintain and protect the lien and security interest of the Collateral Agent (and the priority thereof), on behalf of the Secured Parties, with respect to the Collateral against all creditors of and purchasers from the Trust and reciting the details of such action, or (b) stating that, in the opinion of such counsel, no such action is necessary to maintain such perfected lien and security interest. Such Opinion of Counsel shall further describe each execution and filing of any financing statements and continuation statements and such other actions as will, in the opinion of such counsel, be required to perfect, maintain and protect the lien and security interest of the Collateral Agent, on behalf of the Secured Parties, with respect to the Collateral against all creditors of and purchasers from the Trust for a period, specified in such Opinion, continuing until a date not earlier than eighteen months from the date of such Opinion.

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Section 5.03 Notices. In the event that the Trust acquires knowledge of the occurrence and continuance of any Insurance Agreement Event of Default or Event of Default or of any event of default or like event, howsoever described or called, under any of the Transaction Documents, the Trust shall immediately give written notice thereof to the Collateral Agent and each Secured Party.

Section 5.04 Waiver of Stay or Extension Laws; Marshaling of Assets. The Trust covenants, to the fullest extent permitted by applicable law, that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption law wherever enacted, now or at any time hereafter in force, in order to prevent or hinder the enforcement of this Agreement or any absolute sale of the Collateral or any part thereof, or the possession thereof by any purchaser at any sale under Article VII of this Agreement; and the Trust, to the fullest extent permitted by applicable law, for itself and all who may claim under it, hereby waives the benefit of all such laws, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted. The Trust, for itself and all who may claim under it, waives, to the fullest extent permitted by applicable law, all right to have the Collateral marshaled upon any foreclosure or other disposition thereof.

Section 5.05 Noninterference, etc. The Trust shall not (i) waive or alter any of its rights under the Collateral (or any agreement or instrument relating thereto) without the prior written consent of the Controlling Party; or (ii) fail to pay any tax, assessment, charge or fee levied or assessed against the Collateral, or to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the Trust’s right, title or interest in and to the Collateral or the Collateral Agent’s lien on, and security interest in, the Collateral for the benefit of the Secured Parties; or (iii) take any action, or fail to take any action, if such action or failure to take action, will interfere with the enforcement of any rights under the Transaction Documents.

Section 5.06 Trust Changes.

(a) Change in Name, Structure, etc. The Trust shall not change its name, identity or structure unless it shall have given each Secured Party and the Collateral Agent at least 30 days’ prior written notice thereof, shall have effected any necessary or appropriate assignments or amendments thereto and filings of financing statements or amendments thereto, and shall have delivered to the Collateral Agent and each Secured Party an Opinion of Counsel of the type described in Section 5.02.

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(b) Relocation of the Trust. The Trust shall not change its principal office unless it gives each Secured Party and the Collateral Agent at least 30 days’ prior written notice of any relocation of its principal office. If the Trust relocates its principal office or principal place of business from Delaware, the Trust shall give prior notice thereof to the Controlling Party and the Collateral Agent and shall effect whatever appropriate recordations and filings are necessary and shall provide to the Controlling Party and the Collateral Agent an Opinion of Counsel, to the effect that, upon the recording of any necessary assignments or amendments to previously-recorded assignments and filing of any necessary amendments to the previously filed financing or continuation statements or upon the filing of one or more specified new financing statements, and the taking of such other actions as may be specified in such opinion, the security interests in the Collateral shall remain, after such relocation, valid and perfected.

ARTICLE VI

CONTROLLING PARTY; INTERCREDITOR PROVISIONS

Section 6.01 Appointment of Controlling Party. From and after the Closing Date until the Insurer Termination Date, Assured Guaranty shall be the Controlling Party and shall be entitled to exercise all the rights given the Controlling Party hereunder. From and after the Insurer Termination Date, the Trustee shall be the Controlling Party hereunder until the Trustee Termination Date. Notwithstanding the foregoing, in the event that an Assured Guaranty Default shall have occurred and be continuing, the Trustee shall be the Controlling Party until the applicable Trustee Termination Date. If prior to an Insurer Termination Date the Trustee shall have become the Controlling Party as a result of the occurrence of an Assured Guaranty Default and either such Assured Guaranty Default is cured or for any other reason ceases to exist or the Trustee Termination Date occurs, then upon such cure or other cessation or on such Trustee Termination Date, as the case may be, Assured Guaranty shall, upon notice thereof being duly given to the Collateral Agent, again be the Controlling Party.

Section 6.02 Controlling Party’s Authority.

(a) The Trust hereby irrevocably appoints the Controlling Party, and any successor to the Controlling Party appointed pursuant to Section 6.01, its true and lawful attorney, with full power of substitution, in the name of the Trust, the Secured Parties or otherwise, but at the expense of the Trust, to the extent permitted by law to exercise, at any time and from time to time while any Insurance Agreement Event of Default has occurred and is continuing, any or all of the following powers with respect to the Collateral: (i) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (iii) to sell, transfer, assign or otherwise deal with the same or the proceeds thereof as fully and effectively as if the Collateral Agent were the absolute owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto.

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(b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such Controlling Party appointed pursuant to Section 6.01 from time to time, as the true and lawful attorney-in-fact of such Secured Party for so long as such Secured Party is the Non-Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Secured Party such acts, things and deeds for and on behalf of and in the name of such Secured Party under this Agreement which such Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and, without limitation, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration of the Collateral, and the enforcement of the rights of the Secured Parties hereunder, on behalf of and for the benefit of such Controlling Party and such Non-Controlling Party, as their interests may appear.

Section 6.03 Rights of Secured Parties. The Non-Controlling Party at any time expressly agrees that it shall not assert any rights that it may otherwise have, as a Secured Party with respect to the Collateral, to direct the maintenance, sale or other disposition of the Collateral or any portion thereof, notwithstanding the occurrence and continuance of any Default or any nonperformance by the Trust of any obligation owed to such Secured Party hereunder or under any other Transaction Document, and each party hereto agrees that the Controlling Party shall be the only Person entitled to assert and exercise such rights.

Section 6.04 Degree of Care.

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

(b) The Non-Controlling Party. The Non-Controlling Party shall not be liable to the Trust for any action or failure to act by the Controlling Party or the Collateral Agent in exercising, or failing to exercise, any rights or remedies hereunder.

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ARTICLE VII

REMEDIES UPON DEFAULT

Section 7.01 Remedies upon a Default. If a Default has occurred and is continuing, the Collateral Agent shall, at the direction of the Controlling Party, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Controlling Party to collect and satisfy all Secured Obligations (including, but not limited to, foreclosure upon the related Collateral and all other rights available to secured parties under applicable law) or to enforce performance and observance of any obligation, agreement or covenant under any of the Transaction Documents.

Section 7.02 Waiver of Default. The Controlling Party shall have the sole right, to be exercised in its complete discretion, to waive any Default by a writing setting forth the terms, conditions and extent of such waiver signed by the Controlling Party and delivered to the Collateral Agent, the other Secured Party and the Issuer. Any such waiver shall be binding upon the Non-Controlling Party and the Collateral Agent. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

Section 7.03 Restoration of Rights and Remedies. If the Collateral Agent has instituted any proceeding to enforce any right or remedy under this Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Collateral Agent, then and in every such case the Trust, the Collateral Agent and each of the Secured Parties shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Secured Parties shall continue as though no such proceeding had been instituted.

Section 7.04 No Remedy Exclusive. No right or remedy herein conferred upon or reserved to the Collateral Agent, the Controlling Party or any of the Secured Parties is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise (but, in each case, shall be subject to the provisions of this Agreement limiting such remedies), and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Controlling Party, and the exercise of or the beginning of the exercise of any right or power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy.

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ARTICLE VIII

MISCELLANEOUS

Section 8.01 Further Assurances. Each party hereto shall take such action and deliver such instruments to any other party hereto, in addition to the actions and instruments specifically provided for herein, as may be reasonably requested or required to effectuate the purpose or provisions of this Agreement or to confirm or perfect any transaction described or contemplated herein.

Section 8.02 Waiver. Any waiver by any party of any provision of this Agreement or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Agreement by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect.

Section 8.03 Amendments; Waivers. No amendment, modification, waiver or supplement to this Agreement or any provision of this Agreement shall in any event be effective unless the same shall have been made or consented to in writing by each of the parties hereto and each Rating Agency shall have received prior written notice with respect to such amendment, modification, waiver or supplement; notwithstanding the foregoing, for so long as Assured Guaranty shall be the Controlling Party, amendments, modifications, waivers or supplements hereto, the Collateral or the Spread Account or any requirement hereunder to deposit or retain any amounts in such Spread Account or to distribute any amounts therein as provided in Section 3.03 shall be effective if made or consented to in writing by Assured Guaranty, the Trust and the Collateral Agent (the consent of which shall not be withheld or delayed with respect to any amendment that does not adversely affect the Collateral Agent), but shall in no circumstances require the consent of the Trustee, the Trust Collateral Agent or the Noteholders.

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

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Section 8.05 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, each of the parties hereto agrees that it shall not, prior to one year and one day after the payment in full of all the Notes and all Insurer Secured Obligations, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against the Trust under a Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or all or any part of its property or assets or ordering the winding up or liquidation of the affairs of the Trust. The parties agree that damages will be an inadequate remedy for breach of this covenant and that this covenant may be specifically enforced.

Section 8.06 Notices. All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

(i) If to the Trust:

AmeriCredit Automobile Receivables Trust 2010-A

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration, as owner trustee

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(ii) If to Assured Guaranty:

Assured Guaranty Corp.

31 West 52nd Street

New York, New York 10019

Attention: Structured Surveillance

Re: Policy Number D-2010-66

AmeriCredit Automobile Receivables Trust 2010-A

Telecopy No.:     (212) 339-3518

Confirmation:      (212) 974-0100

(in each case in which notice or other communication to Assured Guaranty refers to a Default, Event of Default or a claim on a Policy or in which failure on the part of Assured Guaranty 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 of Assured Guaranty, the General Counsel of AmeriCredit and to the Trustee and, in all cases, any original and each copy shall be marked “URGENT MATERIAL ENCLOSED”)

(iii) If to Wells Fargo as Trustee or Collateral Agent:

Wells Fargo Bank, National Association

MAC N9311-161

Sixth and Marquette Avenue

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services -

            Asset Backed Administration

Telecopy No.: (612) 667-3464

Confirmation: (612) 667-8058

(iv) If to Moody’s:

Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street, Asset Finance

Group, 24th Floor

New York, New York 10007

Attention: ABS Monitoring Department

Telecopier No.: (212) 553-0344

(v) If to Standard & Poor’s:

Standard & Poor’s Rating Group

55 Water Street

New York, New York 10041

Telecopier No.: (212) 483-2664

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A copy of each notice given hereunder to any party hereto shall also be given to (without duplication) Assured Guaranty, the Trustee, the Trust and the Collateral Agent. Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

Section 8.07 Term of this Agreement. This Agreement shall continue in effect until the Final Termination Date. On such Final Termination Date, this Agreement shall terminate, all obligations of the parties hereunder shall cease and terminate and the Collateral, if any, held hereunder and not to be used or applied in discharge of any obligations of the Trust in respect of the Secured Obligations or otherwise under this Agreement, shall be released to and in favor of Trust, provided that the provisions of Sections 4.06, 4.07 and 8.05 shall survive any termination of this Agreement and the release of any Collateral upon such termination.

Section 8.08 Assignments: Third-Party Rights; Reinsurance.

(a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Trust may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party.

(b) Assured Guaranty shall have the right (unless an Assured Guaranty Default shall have occurred and be continuing) to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Notes Policy and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than Assured Guaranty) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; provided, however, that no such reinsurance or participation agreement or arrangement shall relieve Assured Guaranty of its obligations hereunder, under the Transaction Documents to which it is a party or under such Policy. In addition, nothing contained herein shall restrict Assured Guaranty from assigning to any Person pursuant to any liquidity facility or credit facility any rights of Assured Guaranty under this Agreement or with respect to any real or personal property or other interests pledged to Assured Guaranty, or in which Assured Guaranty has a security interest, in connection with the transactions contemplated hereby. The terms of any such assignment or participation shall contain an express acknowledgment by such Person of the condition of this Section and the limitations of the rights of Assured Guaranty hereunder.

39

Section 8.09 Consent of Controlling Party. In the event that the Controlling Party’s consent is required under the terms hereof or under the terms of any Transaction Document, it is understood and agreed that, except as otherwise provided expressly herein, the determination whether to grant or withhold such consent shall be made solely by the Controlling Party in its sole discretion.

Section 8.10 Trial by Jury Waived. Each of the parties hereto waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation arising directly or indirectly out of, under or in connection with this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereunder or thereunder. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the other Transaction Documents to which it is a party, by among other things, this waiver.

Section 8.11 Governing Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way to this Agreement shall be governed by the law of the State of New York.

Section 8.12 Consents to Jurisdiction. Each of the parties hereto irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York, any court in the state of New York located in the city and county of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it and related to or in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereunder or thereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit or action or proceeding may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or any of the other Transaction Documents or the subject matter hereof or thereof may not be litigated in or by such courts. The Trust hereby irrevocably appoints and designates The Prentice-Hall Corporation System, Inc., as its true and lawful attorney and duly authorized agent for acceptance of service of legal process. The Trust agrees that service of such process upon such Person shall constitute personal service of such process upon it. Nothing contained in this Agreement shall limit or affect the rights of any party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Transaction Documents against the Trust or its property in the courts of any jurisdiction.

40

Section 8.13 Determination of Adverse Effect. Any determination of an adverse effect on the interest of the Secured Parties or the Noteholders shall be made without consideration of the availability of funds under the Notes Policy.

Section 8.14 Counterparts. This Agreement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

Section 8.15 Headings. The headings of sections and paragraphs and the Table of Contents contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation.

Section 8.16 No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

41

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as amended and restated, as of the date set forth on the first page hereof.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Erwin M. Soriano
	Name:	Erwin M. Soriano
	Title:	Assistant Vice President
ASSURED GUARANTY CORP.
By:	/s/ Jorge Gana
	Name:	Jorge Gana
	Title:	Managing Director
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Collateral Agent
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President

42

EXHIBIT A

LETTER OF INSTRUCTION REGARDING SPREAD ACCOUNT MONIES

Assured Guaranty Corp.

31 West 52nd Street

New York, New York 10019

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

MAC N9311-161,

Minneapolis, Minnesota 55479

Attention: Corporate Trust Office

All capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Spread Account Agreement, dated as of March 25, 2010 (the “Spread Account Agreement”), by and among AmeriCredit Automobile Receivables Trust 2010-A (“Trust”), Assured Guaranty Corp. (“Assured Guaranty”) and Wells Fargo Bank, National Association (“Wells Fargo”).

AmeriCredit Financial Services, Inc. is the servicer (the “Servicer”), under the Series 2010-A Sale and Servicing Agreement. The Servicer has determined that (i) the aggregate amount of all Total Enhancement Shortfalls is $[            ], (ii) the amount that will be on deposit in the Series 2010-A Spread Account following all withdrawals required to be made from the Series 2010-A Spread Account pursuant to priorities FIRST and SECOND, clause first through third of Section 3.03(b) of the Spread Account Agreement on [                                        ], 20[    ] (the “Distribution Date”) exceeds the Requisite Amount by $[            ] and (iii) the amounts to be released to certain other Sharing-Eligible Securitizations (each, a “Release Amount”) are set forth in the table below. The Servicer requests that, Assured Guaranty, as Controlling Party, hereby direct the Collateral Agent to release the Release Amounts from the Series 2010-A Spread Account on the Distribution Date pursuant to clause fourth of priority SECOND of Section 3.03(b) of the Spread Account Agreement and that the Collateral Agent release the Release Amounts to the spread account for each of the following Sharing-Eligible Securitizations with respect to which there exists on such day a Total Enhancement Shortfall (based on the amount then on deposit in the spread account for each such Sharing-Eligible Securitization and the most recently available Servicer Report for each such Sharing-Eligible Securitization), an amount up to the amount of such Total Enhancement Shortfall as follows:

Securitization Release Amount Wiring Instructions

[The amount to be released to the AmeriCredit Automobile Receivables Trust 2010-A Certificateholder is $[                                 ]].

[Remainder of page intentionally left blank]

This letter shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law rules. This letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one letter.

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

ACKNOWLEDGED AND AGREED:
ASSURED GUARANTY CORP., as Controlling Party
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Trust Collateral Agent and Collateral Agent
By:
	Name:
	Title:

EX-10.6

Exhibit 10.6

Financial Guaranty Insurance Policy

Insured Obligations: AmeriCredit Automobile Receivables Trust 2010-A	Policy No.: D-2010-66
$36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A
$71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A	Effective Date: March 31, 2010
$93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A

Assured Guaranty Corp., a Maryland-domiciled insurance company (“Assured Guaranty”), in consideration of the payment of the premium and on the terms and subject to the conditions of this Policy (which includes each endorsement hereto), hereby unconditionally and irrevocably agrees to pay to the Trustee, for the benefit of the Holders of the Insured Obligations, that portion of the Insured Amounts which shall become Due for Payment during the Term of the Policy but shall be unpaid by reason of Nonpayment. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the endorsement attached hereto.

Assured Guaranty will make payment of any amount required to be paid under this Policy following receipt of notice as described in the endorsement attached hereto. Such payments of principal and interest shall be made only upon presentation of an instrument of assignment in form and substance satisfactory to Assured Guaranty, transferring to Assured Guaranty all rights under such Insured Obligations to receive the principal of and interest on the Insured Obligations, to the extent of such payments of principal and interest. Payment by Assured Guaranty to the Trustee for the benefit of the Holders shall discharge the obligations of Assured Guaranty under this Policy to the extent of such payment.

In the event that the Trustee for the Insured Obligations has notice that any payment of principal of or interest in an Insured Obligation which has become Due for Payment and which has been made to a Holder by or on behalf of the Trustee has been deemed a preferential transfer and has been recovered from such Holder pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled to payment from Assured Guaranty to the extent of such recovery if sufficient funds are not otherwise available (in accordance with the endorsement attached hereto).

This Policy is non-cancelable for any reason. The premium on this Policy is not refundable for any reason. This Policy does not insure against loss of any prepayment premium or other acceleration payment which at any time may become due in respect of any Insured Obligation, other than at the sole option of Assured Guaranty, nor against any risk other than Nonpayment, including the failure of the Trustee to remit amounts received to the Holders of Insured Obligations and any shortfalls attributable to withholding or other taxes, including interest and penalties in respect of such liability.

To the fullest extent permitted by applicable law, Assured Guaranty hereby waives, in each case for the benefit of the Holders only, all rights and defenses of any kind (including, without limitation, the defense of fraud in the inducement or in fact or any other circumstance that would have the effect of discharging a surety, guarantor or any other Person in law or in equity) that may be available to Assured Guaranty to deny or avoid payment of its obligations under this Policy in accordance with the express provisions hereof. Nothing in this paragraph will be construed (i) to waive, limit or otherwise impair, and Assured Guaranty expressly reserves, Assured Guaranty’s rights and remedies, including, without limitation: its right to assert any claim or to pursue recoveries (based on contractual rights, securities law violations, fraud or other causes of action) against any Person or entity, in each case, whether directly or acquired as a subrogee, assignee or otherwise, subsequent to making any payment to the Beneficiary in accordance with the express provisions hereof, and/or (ii) to require payment by Assured Guaranty of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this Policy. Assured Guaranty does not waive its rights to seek payment of all amounts to which it is entitled pursuant to the Operative Documents.

This Policy (which includes each endorsement hereto) sets forth in full the undertaking of Assured Guaranty with respect to the subject matter hereof, and may not be modified, altered or affected by any other agreement or instrument, including, without limitation, any modification thereto or amendment thereof.

This Policy shall be governed by, and shall be construed in accordance with, the laws of the State of New York.

THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

IN WITNESS WHEREOF, Assured Guaranty has caused this Policy to be affixed with its corporate seal, to be signed by its duly authorized officer and to become effective and binding upon Assured Guaranty by virtue of such signature.

	ASSURED GUARANTY CORP.
[SEAL]
	By:	/s/ Jorge Gana
	Name:	Jorge Gana
	Title:	Managing Director

Signature attested to by:

     /s/ Brian Mellstorm

Counsel

ENDORSEMENT NO. 1 TO

FINANCIAL GUARANTY INSURANCE POLICY

(NOTES POLICY)

Attached to and forming a part of	Effective Date: March 31, 2010
Financial Guaranty Insurance Policy No.: D-2010-66

Issued To: Wells Fargo Bank, National Association, as Trust Collateral Agent

This Endorsement forms a part of the Policy referenced above. To the extent the provisions of this Endorsement conflict with the provisions of the above-referenced Policy, the provisions of this Endorsement shall govern.

Definitions. For all purposes of this Policy, the terms specified below shall have the meanings or constructions provided below. Capitalized terms used herein and not otherwise defined herein shall have the meanings provided in the Indenture or the Sale and Servicing Agreement, whether provided directly or through incorporation by reference, unless otherwise specified.

“Assured Guaranty” means Assured Guaranty Corp., a Maryland-domiciled insurance company.

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

“Date of Issuance” means the Effective Date.

“Due for Payment” means (i) with respect to any amount payable hereunder in respect of Scheduled Payments, becoming payable on an Insured Distribution Date in accordance with clause (i), (ii) or (iii), as applicable, of the definition of “Scheduled Payments” and (ii) with respect to any amount payable hereunder in respect of any Scheduled Payment avoided as a preference payment, becoming payable on the date specified in Section 3.

“Effective Date” means March 31, 2010.

“Holder” shall have the meaning set forth in the Indenture; provided, however that “Holder” shall not include the Obligor, the Servicer, the Trustee, the Trust Collateral Agent or any affiliates or successors of the foregoing in the event the Obligor, or any such affiliate or successor, is a registered or beneficial owner of the Insured Obligations.

“Indenture” means the Indenture, dated as of March 25, 2010, between the Obligor and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, as amended from time to time with the written consent of Assured Guaranty.

Policy No.: D-2010-66              Date of Issuance: March 31, 2010

“Indenture Trustee” or “Trustee” means Wells Fargo Bank, National Association, in its capacity as Trustee under the Indenture and any successor in such capacity.

“Insured Amounts” means the Scheduled Payments.

“Insured Obligations” means the $36,000,000 Class A-1 0.31327% Asset Backed Notes, Series 2010-A, the $71,000,000 Class A-2 1.46% Asset Backed Notes, Series 2010-A and the $93,000,000 Class A-3 3.51% Asset Backed Notes, Series 2010-A, issued by the Obligor under the Indenture.

“Nonpayment” means that an Insured Amount is Due for Payment but the funds, if any, remitted to the Trust Collateral Agent or the Trustee for such payment pursuant to the Sale and Servicing Agreement or the Indenture are insufficient for payment in full of such Insured Amount.

“Notice of Claim” means a notice and certificate from the Trust Collateral Agent in the form attached as Exhibit A to this Endorsement.

“Obligor” means AmeriCredit Automobile Receivables Trust 2010-A, a Delaware statutory trust.

“Operative Documents” means the Basic Documents, as the same may be amended, supplemented, or otherwise modified from time to time with the written consent of Assured Guaranty.

“Policy” means this Financial Guaranty Insurance Policy and includes each endorsement thereto.

“Receipt” and “Received” mean actual delivery to Assured Guaranty and to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City time, on a Business Day; delivery either on a day that is not a Business Day, or after 12:00 noon, New York City time, on a Business Day shall be deemed to be receipt on the next succeeding Business Day. For the purposes of this definition, “actual delivery” to Assured Guaranty means (i) the delivery of the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its address set forth in paragraph 8, or (ii) facsimile transmission of the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its facsimile number set forth in paragraph 8. If presentation is made by facsimile, the Trust Collateral Agent, (x) promptly shall confirm transmission by telephone to Assured Guaranty at its telephone number set forth in paragraph 8 and (y) as soon as is reasonably practicable, shall deliver the original Notice of Claim, together with each other notice or other applicable documentation required by the terms of this Policy, to Assured Guaranty at its address set forth in paragraph 8. If any Notice of Claim or other notice or certificate given hereunder by the Trust Collateral Agent is not in proper form or is not properly completed, executed or delivered, or contains any misstatement, it shall be deemed not to have been Received, and Assured Guaranty or its Fiscal Agent shall promptly so advise the Trust Collateral Agent and the Trust Collateral Agent may submit an amended notice.

4

Policy No.: D-2010-66              Date of Issuance: March 31, 2010

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of March 25, 2010 among the Obligor, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent, as such agreement may be amended, supplemented or otherwise modified from time to time with the written consent of Assured Guaranty.

“Scheduled Payments” means, as to each Insured Distribution Date, payments that are required to be made to Holders in accordance with the original terms of the Insured Obligations when issued and without regard to any subsequent amendment or modification of the Insured Obligations, the Indenture, the Sale and Servicing Agreement or the Basic Documents, except amendments or modifications to which Assured Guaranty has given its prior written consent, which payments are (i) the Noteholders’ Interest Distributable Amount with respect to the related Distribution Date, (ii) the Noteholders’ Remaining Parity Deficit Amount with respect to the related Distribution Date and (iii) with respect to the Final Scheduled Distribution Date for any class of Insured Obligations, the outstanding principal amount of such class on such Final Scheduled Distribution Date, after taking into account reductions on such date of such outstanding principal amount from all sources other than this Policy. Scheduled Payments do not include payments that become due on an accelerated basis as a result of (a) a default by the Obligor, (b) an election by the Obligor to pay principal on an accelerated basis, (c) the occurrence of an Event of Default under the Indenture or (d) any other cause, unless Assured Guaranty elects, in its sole discretion, to pay in whole or in part such principal due upon acceleration, together with any accrued interest to the date of acceleration. In the event Assured Guaranty does not so elect, this Policy will continue to guarantee payment on the Insured Obligations in accordance with their original terms. Scheduled Payments shall not include (x) any portion of a Noteholders’ Interest Distributable Amount or of a Noteholders’ Interest Carryover Amount due to Holders because the appropriate notice and certificate for payment in proper form as required by paragraph 2 hereof was not timely Received by Assured Guaranty or (y) any portion of a Noteholders’ Interest Distributable Amount due to Holders representing interest on any Noteholders’ Interest Carryover Amount accrued from and including the date of payment of the amount of such Noteholders’ Interest Carryover Amount, unless in each case, Assured Guaranty elects, in its sole discretion, to pay such amount in whole or in part, pursuant hereto. Scheduled Payments shall not include any amounts due in respect of the Insured Obligations attributable to any increase in interest rate, penalty or other sum payable by the Obligor by reason of any default or event of default in respect of the Insured Obligations, or by reason of any deterioration of the credit worthiness of the Obligor, nor shall Scheduled Payments include, nor shall coverage be provided under this Policy in respect of, any taxes, withholding or other charge with respect to any Holder imposed by any governmental authority due in connection with the payment of any Scheduled Payment to a Holder.

“Term of the Policy” means the period from and including the Date of Issuance to and including the date on which (i) all Scheduled Payments have been paid or deemed to be paid within the meaning of Section 4.1 of the Indenture; (ii) any period during which any Scheduled Payment could have been avoided in whole or in part as a preference payment under applicable bankruptcy, insolvency, receivership or similar law shall have expired and (iii) if any proceedings requisite to avoidance as a preference payment have been commenced prior to the occurrence of (i) and (ii), a final and nonappealable order in resolution of each such proceeding has been entered.

5

Policy No.: D-2010-66              Date of Issuance: March 31, 2010

“Trust Collateral Agent” means Wells Fargo Bank, National Association, in its capacity as Trust Collateral Agent under the Indenture, acting as agent for the Indenture Trustee in accordance with the terms of the Indenture, and any successor in such capacity.

Notices and Conditions to Payment in Respect of Scheduled Payments. Following Receipt by Assured Guaranty of a Notice of Claim, Assured Guaranty will pay any amount payable hereunder in respect of Scheduled Payments on the Insured Obligations out of the funds of Assured Guaranty on the later to occur of (a) 12:00 noon, New York City time, on the third Business Day following such Receipt; and (b) 12:00 noon, New York City time, on the date on which such payment is due on the Insured Obligations. Payments due hereunder in respect of Scheduled Payments will be disbursed to the Trust Collateral Agent by wire transfer of immediately available funds.

No claim may be made hereunder except by the Trust Collateral Agent.

Assured Guaranty shall be entitled to pay any amount hereunder in respect of Scheduled Payments on the Insured Obligations, including any amount due on the Insured Obligations on an accelerated basis, whether or not any notice and certificate shall have been Received by Assured Guaranty as provided above; provided, however, that by acceptance of this Policy the Indenture Trustee (directly or acting through the Trust Collateral Agent, as agent for the Indenture Trustee) agrees to provide to Assured Guaranty, upon Assured Guaranty’s request to the Trust Collateral Agent, a notice and certificate in respect of any such payments made by Assured Guaranty. Assured Guaranty shall be entitled to pay hereunder any amount that becomes due on the Insured Obligations on an accelerated basis at any time or from time to time after such amount becomes due, in whole or in part, prior to the scheduled date of payment thereof; Scheduled Payments insured hereunder shall not include interest, in respect of principal paid hereunder on an accelerated basis, accruing from and after the date of such payment of principal.

In the event that any amount shall be received by the Trust Collateral Agent, the Trustee or the Holder in respect of a Scheduled Payment forming the basis of a claim specified in a Notice of Claim submitted hereunder, which amount had not been received when the Notice of Claim was prepared but which is received by the Trust Collateral Agent, the Trustee or the Holder prior to receipt of payment from the Insurer as contemplated by this Policy (any such amount, a “Recovery”), the Trust Collateral Agent immediately shall so notify the Insurer (which notice shall include the amount of any such Recovery). The fact that a Recovery has been received by the Beneficiary shall be deemed to be incorporated in the applicable Notice of Claim as of the date such Notice of Claim originally was prepared, without necessity of any action on the part of any Person, and the Insurer shall pay the amount of the claim specified in the Notice of Claim as herein provided, net of the Recovery.

6

Policy No.: D-2010-66              Date of Issuance: March 31, 2010

Notices and Conditions to Payment in Respect of Scheduled Payments Avoided as Preference Payments. If any Scheduled Payment is avoided as a preference payment under applicable bankruptcy, insolvency, receivership or similar law instituted against the Obligor, Assured Guaranty will pay such amount out of the funds of Assured Guaranty on the later of (a) the date when due to be paid pursuant to the Order referred to below or (b) the first to occur of (i) the fourth Business Day following Receipt by Assured Guaranty from the Trust Collateral Agent of (A) a certified copy of a final non-appealable order (the “Order”) of the court or other governmental body that exercised jurisdiction to the effect that the Holder is required to return Scheduled Payments made with respect to the Insured Obligations during the Term of the Policy because such payments were avoidable as preference payments under applicable bankruptcy, insolvency, receivership or similar law, (B) an opinion of counsel satisfactory to the Insurer that such order is final and not subject to appeal and (C) an assignment duly executed and delivered by the Holder, in such form as is reasonably required by Assured Guaranty, and provided to the Holder by Assured Guaranty, irrevocably assigning to Assured Guaranty all rights and claims of the Holder relating to or arising under the Insured Obligations against the estate of the Obligor or otherwise with respect to such preference payment or (ii) the date of Receipt by Assured Guaranty from the Trust Collateral Agent of the items referred to in clauses (A), (B) and (C) above if, at least four Business Days prior to such date of Receipt, Assured Guaranty shall have Received written notice from the Trust Collateral Agent that such items were to be delivered on such date and such date was specified in such notice. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order and not to the Trust Collateral Agent or any Holder directly (unless a Holder has previously paid such amount to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Order, in which case such payment shall be disbursed to the Trust Collateral Agent for distribution to such Holder upon proof of such payment reasonably satisfactory to Assured Guaranty). In connection with the foregoing, Assured Guaranty shall have the rights provided pursuant to Section 6.2 of the Sale and Servicing Agreement.

Notwithstanding the foregoing paragraph, in no event shall the Insurer be obligated to make any payment pursuant to this paragraph 3 prior to the date the related Scheduled Payment is Due for Payment.

Governing Law. This Policy shall be construed in accordance with, and this Policy and all matters arising out of or relating in any way to this Policy shall be governed by, the law of the state of New York.

7

Policy No.: D-2010-66              Date of Issuance: March 31, 2010

Payments. Payments due hereunder in respect of Insured Amounts shall be disbursed to the Trust Collateral Agent by wire transfer of immediately available funds to an account of the Trust Collateral Agent specified in the applicable Notice of Claim (or in the case of an Insured Amount becoming Due for Payment under Section 3 above, to the receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above). Assured Guaranty’s obligations hereunder in respect of Insured Amounts shall be discharged to the extent that funds are transferred to the Trust Collateral Agent as provided in the Notice of Claim (or to such receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above), whether or not such funds are properly applied by the Indenture Trustee, the Trust Collateral Agent, or such other Person. In the event Assured Guaranty is required under law to deduct or withhold any tax or similar charge from or in respect of any amount payable under or in respect of this Policy, Assured Guaranty will make all such deductions and withholdings and pay the full amount deducted or withheld to the relevant taxation authority in accordance with law, but Assured Guaranty will not “gross-up” or otherwise pay additional amounts in respect of such taxes, and Assured Guaranty’s payments to the Trust Collateral Agent as provided in the Notice of Claim (or to such receiver, conservator, administrator, debtor-in-possession or trustee in bankruptcy named in the Order as set forth in Section 3 above) will be amounts that are net of such deductions or withholdings.

Fiscal Agent. At any time during the Term of the Policy, Assured Guaranty may appoint a fiscal agent (the “Fiscal Agent”) for purposes of this Policy by written notice to the Trust Collateral Agent at the notice address specified in the Indenture specifying the name and notice address of the Fiscal Agent. From and after the date of receipt of such notice by the Trust Collateral Agent, (i) copies of all notices and documents required to be delivered to Assured Guaranty pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent and to Assured Guaranty and shall not be deemed Received until Received by both, and (ii) all payments required to be made by Assured Guaranty under this Policy may be made directly by Assured Guaranty or by the Fiscal Agent on behalf of Assured Guaranty. The Fiscal Agent is the agent of Assured Guaranty only and the Fiscal Agent shall in no event be liable to any Holder for any acts of the Fiscal Agent or any failure of Assured Guaranty to deposit, or cause to be deposited, sufficient funds to make payments due under the Policy.

Waiver of Defenses. To the fullest extent permitted by applicable law, Assured Guaranty agrees not to assert, and hereby waives, for the benefit of each Holder, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to Assured Guaranty to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. Nothing in this paragraph shall be construed to limit or otherwise impair Assured Guaranty’s right to pursue recovery or claims (based on contractual rights, securities law violations, fraud or other causes of action) against any person or entity, or, except as provided in paragraph 3 of this Endorsement, to require payment by Assured Guaranty of any amounts that have been previously paid or that are not otherwise due in accordance with the express provisions of this Policy or the Insured Obligations. Nothing in this Policy shall be construed to require payment to the extent any force majeure event or governmental act prevents Assured Guaranty from performing its obligations under this Policy or such performance is otherwise rendered impossible, in which event Assured Guaranty agrees to (i) use commercially reasonable efforts to perform its obligations under this Policy notwithstanding such force majeure event, governmental act or impossibility of performance and (ii) perform its obligations under this Policy promptly following cessation of such force majeure event, governmental act or impossibility of performance.

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Policy No.: D-2010-66              Date of Issuance: March 31, 2010

Notices. All notices to be given hereunder shall be in writing (except as otherwise specifically provided herein) and shall be mailed by registered mail or personally delivered or telecopied to Assured Guaranty as follows:

Assured Guaranty Corp.
31 West 52nd Street
New York, NY 10019
Attention: Structured Surveillance
Re:	Policy No. D-2010-66
	AmeriCredit Automobile Receivables Trust 2010-A
Telecopy No.: (212) 339-3518
Confirmation: (212) 974-0100
With a copy to the General Counsel at the above address and telecopier number.

Assured Guaranty may specify a different address or addresses by writing mailed or delivered to the Trust Collateral Agent.

In each case in which a demand, notice or other communication to Assured Guaranty refers to a Default, an Event of Default, a claim on the Policy or an event with respect to which failure on the part of Assured Guaranty to respond shall be deemed to constitute consent or acceptance, then a copy of such demand, notice or other communication shall also be sent to the attention of each of the General Counsel of Assured Guaranty, the General Counsel of AmeriCredit at the address for notices specified in the Sale and Servicing Agreement and to the Indenture Trustee at the Corporate Trust Office and, in all cases, any original and each copy shall be marked “URGENT MATERIAL ENCLOSED.”)

Subrogation. Upon and to the extent of any payment by Assured Guaranty under this Policy, Assured Guaranty shall become the holder of the Insured Obligations and any appurtenant coupon thereto and right to payment of principal thereof and interest thereon, and shall be fully subrogated to the Indenture Trustee’s, the Trust Collateral Agent’s and each Holder’s right, title and interest thereunder, including the right to receive payments in respect of the Insured Obligations. Any payment made by or on behalf of the Obligor to, and any amounts received under the Operative Documents for the benefit of, the Indenture Trustee, the Trust Collateral Agent or the Holders in respect of any Insured Amount forming the basis of a claim hereunder (which claim shall have been paid by Assured Guaranty) shall be received and held in trust for the benefit of Assured Guaranty and shall be paid over to Assured Guaranty in accordance with the Sale and Servicing Agreement, the Indenture and the Insurance Agreement. The Indenture Trustee, the Trust Collateral Agent and each Holder shall cooperate in all reasonable respects, and at the expense of Assured Guaranty, with any request by Assured Guaranty for action to preserve or enforce Assured Guaranty’s rights and remedies in respect of the Obligor under the Insured Obligations, any related security arrangements or otherwise, including, without limitation, any request (i) to institute or to participate in any suit, action or other proceeding, (ii) to enforce any judgment obtained and to collect from the Obligor or the Trust Collateral Agent or the Indenture Trustee any amounts adjudged due or (iii) to transfer to Assured Guaranty, via absolute legal assignment, the Indenture Trustee’s, the Trust Collateral Agent’s or such Holder’s rights in respect of any Insured Amount that may form the basis of a claim hereunder.

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Policy No.: D-2010-66              Date of Issuance: March 31, 2010

Assignment and Amendment. This Policy may not be assigned by the Indenture Trustee or the Trust Collateral Agent without the prior written consent of Assured Guaranty. Except with the prior written consent of the Trust Collateral Agent and Assured Guaranty, the terms of this Policy may not be modified or altered by any other agreement.

Premiums. The Obligor shall pay or cause to be paid to the Assured Guaranty in accordance with the Sale and Servicing Agreement and the Insurance Agreement the premium payable to Assured Guaranty in respect of this Policy as set forth in the Premium Letter.

No Waiver. No waiver of any rights or powers of Assured Guaranty or any consent by Assured Guaranty shall be valid unless in writing and signed by an authorized officer or agent of Assured Guaranty. The waiver of any right by Assured Guaranty, or the failure promptly to exercise any such right, shall not be construed as a waiver of any other right to exercise the same at any time thereafter.

Termination. This Policy and the obligations of Assured Guaranty hereunder shall terminate upon the expiration of the Term of the Policy

Surrender of Policy. The Trust Collateral Agent shall surrender this Policy to Assured Guaranty for cancellation upon expiration of the Term of the Policy.

IN WITNESS WHEREOF, ASSURED GUARANTY CORP. has caused this Endorsement No. 1 to be executed by its Authorized Officer.

ASSURED GUARANTY CORP.
By	/s/ Jorge Gana
	Authorized Officer
Signature attested to by:
By	/s/ Brian Mellstorm
	Counsel

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EXHIBIT A

To Endorsement No. 1

NOTICE OF CLAIM AND CERTIFICATE

(Letterhead of Trust Collateral Agent)

Assured Guaranty Corp.

31 West 52nd Street

New York, NY 10019

Re: AmeriCredit Automobile Receivables Trust 2010-A

The undersigned, a duly authorized officer of Wells Fargo Bank, National Association (the “Trust Collateral Agent”), hereby certifies to Assured Guaranty Corp. (“Assured Guaranty”), with reference to Assured Guaranty Policy No. D-2010-66 dated March 31, 2010, (the “Policy”) issued by Assured Guaranty in respect of the $36,000,000 Class A-1 0.31327% Asset Backed Notes, $71,000,000 Class A-2 1.46% Asset Backed Notes and $93,000,000 Class A-3 3.51% Asset Backed Notes of the above-referenced Trust (the “Insured Obligations”), that:

(i) The Trust Collateral Agent is the Trust Collateral Agent for the Holders under the Indenture.

(ii) The amount determined under clause (i) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(iii) The amount determined under clause (ii) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(iv) The amount determined under clause (iii) of the definition of Deficiency Claim Amount for the related Insured Distribution Date is $            .

(v) The amount determined under paragraph 3 of Endorsement No. 1 to the Policy is $            .

(vi) The sum of all amounts on deposit (or scheduled to be on deposit) in the Note Distribution Account and available for distribution to the Holders pursuant to the Indenture will be $             less than the aggregate amount of the preceding clauses (ii), (iii), (iv) and (v) due on                                  (such deficiency, the “Shortfall”).

(vii) The Trust Collateral Agent is making a claim under the Policy for the Shortfall to be applied to the payment of Scheduled Payments.

A-1

(viii) The Trust Collateral Agent agrees that, following receipt of funds from Assured Guaranty, it shall (a) hold such amounts in trust and apply the same directly to the payment of Scheduled Payments on the Insured Obligations when due; (b) not apply such funds for any other purpose; (c) not commingle such funds with other funds held by the Trust Collateral Agent and (d) maintain an accurate record of such payments with respect to each Insured Obligation and the corresponding claim on the Policy and proceeds thereof, and, if any Insured Obligation is required to be surrendered or presented for such payment, shall stamp on each such Insured Obligation the legend “$[insert applicable amount] paid by Assured Guaranty and the balance hereof has been cancelled and reissued” and then shall deliver such Insured Obligation to Assured Guaranty.

(ix) The Trust Collateral Agent, on behalf of the Holders and the Indenture Trustee, hereby assigns to Assured Guaranty (a) all rights of the Holders and the Indenture Trustee with respect to the Insured Obligations to the extent of any payments under the Policy and (b) any claims in respect of amounts due to the Holders or the Indenture Trustee in respect of securities law violations, fraud or other claims arising out of or relating to the offer and sale of the Insured Obligations. The foregoing assignments are in addition to, and not in limitation of, rights of subrogation otherwise available to Assured Guaranty in respect of such payments. Payments to Assured Guaranty in respect of the foregoing assignments shall in all cases be subject to and subordinate to the rights of the Holders to receive all Scheduled Payments in respect of the Insured Obligations. The Trust Collateral Agent shall take such action and deliver such instruments as may be reasonably requested or required by Assured Guaranty to effectuate the purpose or provisions of this clause (ix).

(x) The Trust Collateral Agent, on behalf of the Holders and the Indenture Trustee, hereby appoints Assured Guaranty as agent and attorney-in-fact for the Trust Collateral Agent, the Indenture Trustee and each such Holder in any legal proceeding with respect to the Insured Obligations. The Trust Collateral Agent hereby agrees that, so long as an Insurer Default (as defined in the Indenture) shall not exist, Assured Guaranty may at any time during the continuation of any proceeding by or against the Obligor under the United States Bankruptcy Code or any other applicable bankruptcy, insolvency, receivership, rehabilitation or similar law (an “Insolvency Proceeding”) direct all matters relating to such Insolvency Proceeding, including without limitation, (A) all matters relating to any claim in connection with an Insolvency Proceeding seeking the avoidance as a preferential transfer of any payment made with respect to the Insured Obligations (a “Preference Claim”), (B) the direction of any appeal of any order relating to any Preference Claim at the expense of Assured Guaranty but subject to reimbursement as provided in the Insurance Agreement and (C) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, the Trust Collateral Agent hereby agrees that Assured Guaranty shall be subrogated to, and the Trust Collateral Agent on its behalf and on behalf of each Holder, hereby delegates and assigns, to the fullest extent permitted by law, the rights of the Trust Collateral Agent and each Holder in the conduct of any Insolvency Proceeding, including, without limitation, all rights of any party to an adversary proceeding or action with respect to any court order issued in connection with any such Insolvency Proceeding.

(xi) Payment should be made by wire transfer directed to [ACCOUNT TO BE SPECIFIED].

A-2

Upon payment of the applicable Shortfall, the Insurer shall be subrogated to the rights of the Holder, the Indenture Trustee and the Trust Collateral Agent with respect to such payment, to the extent set forth in Section 9 of the endorsement thereto.

This Notice of Claim may be revoked at any time by written notice of such revocation by the Trust Collateral Agent to the Insurer.

ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.

Unless the context otherwise requires, capitalized terms used in this Notice of Claim and Certificate and not defined herein shall have the meanings provided in the Policy.

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IN WITNESS WHEREOF, the Trust Collateral Agent has executed and delivered this Notice of Claim and Certificate as of the     th day of                     , 20    .

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trust Collateral Agent

By

Title

For Assured Guaranty or Fiscal Agent Use Only

Wire transfer sent on                          By                                                  

Confirmation Number                                              

A-4

EX-10.8

Exhibit 10.8

Execution Version

CUSTODIAN AGREEMENT

among

AMERICREDIT FINANCIAL SERVICES, INC.,

as Custodian,

ASSURED GUARANTY CORP.,

as Insurer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trust Collateral Agent

Dated as of March 25, 2010

THIS CUSTODIAN AGREEMENT, dated as of March 25, 2010, is made with respect to the issuance of Notes and a Certificate by AmeriCredit Automobile Receivables Trust 2010-A (the “Issuer”), and is between AMERICREDIT FINANCIAL SERVICES, INC., as custodian (in such capacity, the “Custodian”), ASSURED GUARANTY CORP. (the “Insurer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trust collateral agent (the “Trust Collateral Agent”). Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement as hereinafter defined.

W I T N E S S E T H:

WHEREAS, AmeriCredit Financial Services, Inc. (“AFS”) and AFS SenSub Corp. (“AFS SenSub”) have entered into a Purchase Agreement dated as of March 25, 2010 (the “Purchase Agreement”), pursuant to which AFS has sold, transferred and assigned to AFS SenSub all of its right, title and interest in and to the Receivables;

WHEREAS, the Issuer, AFS, as Servicer (the “Servicer”), AFS SenSub and Wells Fargo Bank, National Association, as Trust Collateral Agent and as Backup Servicer, have entered into a Sale and Servicing Agreement, dated as of March 25, 2010 (the “Sale and Servicing Agreement”), pursuant to which AFS SenSub has sold, transferred and assigned to the Issuer all of AFS SenSub’s right, title and interest in and to the Receivables;

WHEREAS, in connection with such sales, transfers and assignments, AFS and AFS SenSub have made certain representations and warranties regarding the Receivable Files, upon which the Insurer has relied in issuing the Note Policy; and

WHEREAS, the Trust Collateral Agent wishes to appoint the Custodian to hold the Receivable Files as the custodian on behalf of the Issuer and the Trust Collateral Agent;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Custodian; Acknowledgement of Receipt. Subject to the terms and conditions hereof, the Trust Collateral Agent hereby revocably appoints the Custodian, but shall not be responsible for the acts or omissions of the Custodian, and the Custodian hereby accepts such appointment, as custodian and bailee on behalf of the Issuer and the Trust Collateral Agent, to maintain exclusive custody of the Receivable Files relating to the Receivables from time to time pledged to the Trust Collateral Agent as part of the Other Conveyed Property. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that a commercial bank acting in the capacity of a custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others. The Custodian hereby, as of the Closing Date acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to the Sale and Servicing Agreement subject to any exceptions noted on the Custodian’s Acknowledgement (as defined below). As evidence of its acknowledgement of such receipt of such Receivables, the Custodian shall execute and deliver on the Closing Date, the Custodian’s Acknowledgement attached hereto as Exhibit A (the “Custodian’s Acknowledgement”).

2. Maintenance of Receivables Files at Office. The Custodian agrees to maintain the Receivable Files at its office located at 4001 Embarcadero, Suite 200, Arlington, Texas 76014 or, subject to the prior written consent of the Insurer (so long as no Insurer Default shall have occurred and be continuing), at such other office as shall from time to time be identified to the Trust Collateral Agent and the Insurer, and the Custodian will hold the Receivable Files in such office on behalf of the Issuer and the Trust Collateral Agent, clearly identified as being separate from any other instruments and files on its records, including other instruments and files held by the Custodian and in compliance with Section 3(b) hereof.

3. Duties of Custodian.

(a) Safekeeping. The Custodian shall hold the Receivable Files on behalf of the Trust Collateral Agent clearly identified as being separate from all other files or records maintained by the Custodian at the same location and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as will enable the Trust Collateral Agent to comply with the terms and conditions of the Sale and Servicing Agreement. Each Receivable representing tangible chattel paper (as such term is defined in the UCC) shall be stamped on both of the first page and the signature page (if different) in accordance with the instructions from time to time provided by the Insurer, and the form and content of the stamp shall be acceptable to the Insurer, to indicate the assignment and/or pledge of each such Receivable. Each Receivable shall be identified on the books and records of the Custodian in a manner that (i) is consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar receivables, (ii) indicates that the Receivables are held by the Custodian on behalf of the Trust Collateral Agent and (iii) is otherwise necessary, as reasonably determined by the Custodian, to comply with the terms of this Custodian Agreement. The Custodian shall conduct, or cause to be conducted, periodic physical inspections of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Trust Collateral Agent, the Insurer and the Custodian to verify the accuracy of the Custodian’s inventory and recordkeeping. Such inspections shall be conducted at such times, in such manner and by such persons including, without limitation, independent accountants, as the Insurer or the Trust Collateral Agent may request and the cost of such inspections shall be borne directly by the Custodian and not by the Trust Collateral Agent. The Custodian shall promptly report to the Insurer and the Trust Collateral Agent any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Upon request, the Custodian shall make copies or other electronic file records (e.g., diskettes, CD’s, etc.) (the “Copies”) of the Receivable Files and shall deliver such Copies to the Trust Collateral Agent and the Trust Collateral Agent shall hold such Copies on behalf of the Noteholders and the Insurer. Subject to Section 3(c) hereof, the Custodian shall at all times (i) maintain the original or with respect to “electronic chattel paper”, as such term is defined in the UCC, an authoritative copy of the fully executed original retail installment sales contract or promissory note and (ii) maintain the original of the Lien Certificate or application therefore (if no such Lien Certificate has yet been issued), in each case relating to each Receivable in a fireproof vault; provided, however, the Lien Certificate may be maintained electronically by the Registrar of Titles of the applicable state pursuant to applicable state laws, with confirmation thereof maintained by the Custodian or a third-party service provider.

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(b) Access to Records. The Custodian shall, subject only to the Custodian’s security requirements applicable to its own employees having access to similar records held by the Custodian, which requirements shall be consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar files or records, and at such times as may be reasonably imposed by the Custodian, permit only the Noteholders, the Insurer and the Trust Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect, at the Servicer’s expense, the Receivable Files and the related accounts, records, and computer systems maintained by the Custodian pursuant hereto at such times as the Noteholders, the Insurer or the Trust Collateral Agent may reasonably request.

(c) Release of Documents. Consistent with the practices of a commercial bank acting in the capacity of custodian with respect to similar files or records, the Custodian may release any Receivable in the Receivable Files to the Servicer, if appropriate, under the circumstances provided in Section 3.3(b) of the Sale and Servicing Agreement.

(d) Administration; Reports. The Custodian shall, in general, attend to all non-discretionary details in connection with maintaining custody of the Receivable Files on behalf of the Trust Collateral Agent. In addition, the Custodian shall assist the Trust Collateral Agent generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files.

(e) Review of Lien Certificates. On or before the Closing Date, the Custodian shall deliver to the Trust Collateral Agent a listing in the form attached hereto as Schedule II of Exhibit A, of all Receivables with respect to which a Lien Certificate, showing AFS (or an Originating Affiliate or a Titled Third-Party Lender) as secured party, was not included in the related Receivable File as of such date. In addition, the Custodian shall deliver to the Trust Collateral Agent and the Insurer an exception report in the form attached hereto as Schedule II of Exhibit A (i) no later than the last Business Day of the calendar month during which the 90^th day after the Closing Date occurred, (ii) no later than the last Business Day of the calendar month during which the 180^th day after the Closing Date occurred and (iii) no later than the last Business Day of the calendar month during which the 240^th day after the Closing Date occurred.

4. Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Trust Collateral Agent. Such instructions may be general or specific in terms. A copy of any such instructions shall be furnished by the Trust Collateral Agent to the Trustee, the Issuer and the Insurer.

5. Custodian Fee. For its services under this Agreement, the Custodian shall be entitled to reasonable compensation to be paid by the Servicer.

6. Indemnification by the Custodian. The Custodian agrees to indemnify the Issuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Insurer and the Trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel) that may be imposed on, incurred or asserted against the Issuer, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Insurer and the Trustee and their respective officers, directors, employees, agents, attorneys and successors and assigns as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files; provided, however, that the Custodian shall not be liable for any portion of any such liabilities, obligations, losses, damages, payments or costs or expenses due to the willful misfeasance, bad faith or gross negligence of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Collateral Agent, the Backup Servicer, the Insurer or the Trustee or the officers, directors, employees and agents thereof. In no event shall the Custodian be liable to any third party for acts or omissions of the Custodian.

3

7. Advice of Counsel. The Custodian and the Trust Collateral Agent further agree that the Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable Federal or state law.

8. Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof and shall continue in full force and effect until terminated as hereinafter provided. Prior to an Insurer Default, this Custodian Agreement may be amended at any time by mutual agreement of the Insurer, the Trust Collateral Agent and the Custodian with the prior written consent of the Backup Servicer and may be terminated by either the Insurer or the Custodian by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice; provided, however, that the Insurer may terminate this Custodian Agreement at any time in its sole discretion and any termination by the Insurer shall take effect immediately. So long as AFS is serving as Custodian, any termination of AFS as Servicer under the Sale and Servicing Agreement shall terminate AFS as Custodian under this Agreement. If an Insurer Default shall have occurred and be continuing, with the prior written consent of the Note Majority, this Custodian Agreement may be amended at any time by mutual agreement of the parties hereto and may be terminated by any party by giving written notice to the other parties, such termination to take effect no sooner than thirty (30) days after the date of such notice. Upon any termination or amendment of this Custodian Agreement, the Trust Collateral Agent, in the case of amendments, and the party seeking termination, in the case of terminations, shall give written notice to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“Standard & Poor’s”) and Moody’s Investors Service, Inc. (“Moody’s”) (together, the “Rating Agencies”). Immediately after receipt of notice of termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files to the Trust Collateral Agent on behalf of the Noteholders, and at the Custodian’s expense, at such place or places as the Trust Collateral Agent, or the Insurer in the case of a termination by the Insurer, may designate, and the Trust Collateral Agent, or its agent, as the case may be, shall act as custodian for such Receivables Files on behalf of the Noteholders until such time as a successor custodian, approved by the Insurer, has been appointed. If, within seventy-two (72) hours after the termination of this Custodian Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Insurer or, if an Insurer Default shall have occurred and be continuing, the Trust Collateral Agent, may enter the premises of the Custodian and remove the Receivable Files from such premises. In connection with the administration of this Agreement, the parties may agree from time to time upon the interpretation of the provisions of this Agreement as may in their joint opinion be consistent with the general tenor and purposes of this Agreement, any such interpretation to be signed by all parties and annexed hereto.

9. Governing Law. This Custodian Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of law provisions thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

10. Notices. All demands, notices and communications hereunder shall be in writing, electronically delivered or mailed, and shall be deemed to have been duly given upon receipt (a) in the case of the Custodian, at the following address: AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (b) in the case of the Trust Collateral Agent, at the following address: Wells Fargo Bank, National Association, Sixth and Marquette Avenue, MAC N9311–161, Minneapolis, Minnesota 55479 (facsimile number (612) 667-3464), Attention: Corporate Trust Services/Asset Backed Administration, (c) in the case of the Insurer, at the following address: Assured Guaranty Corp., 31 West 52nd Street, New York, New York 10019, Attention: Transaction Oversight Department, (d) in the case of Moody’s, at the following address: 7 World Trade Center at 250 Greenwich Street, Asset Finance Group – 24^th Floor, New York, New York 10007 and (e) in the case of Standard & Poor’s via electronic delivery to Servicer_reports@sandp.com; for any information not available in electronic format, hard copies should be sent to the following address: 55 Water Street, 41st floor, New York, New York 10041-0003, Attention: ABS Surveillance Group, or at such other address as shall be designated by such party in a written notice to the other parties.

11. Binding Effect. This Custodian Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Concurrently with the appointment of a successor trustee under the Sale and Servicing Agreement, the parties hereto shall amend this Custodian Agreement to make said successor trustee, the successor to the Trust Collateral Agent hereunder.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Custodian Agreement to be executed in its name and on its behalf by a duly authorized officer on the day and year first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trust Collateral Agent
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President
AMERICREDIT FINANCIAL SERVICES, INC., as Custodian
By:	/s/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive Vice President, Structured Finance
ASSURED GUARANTY CORP.
By:	/s/ Jorge Gana
	Name:	Jorge Gana
	Title:	Managing Director

The foregoing Custodian Agreement is hereby confirmed and accepted as of the date first above written.
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-A, as Issuer
By:	WILMINGTON TRUST COMPANY,
	not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ Bethany J. Taylor
	Name:	Bethany J. Taylor
	Title:	Financial Services Officer

[Custodian Agreement]

EXHIBIT A

CUSTODIAN’S ACKNOWLEDGEMENT

AmeriCredit Financial Services, Inc. (the “Custodian”), acting as Custodian under a Custodian Agreement, dated as of March 25, 2010, among the Custodian, Wells Fargo Bank, National Association, as Trust Collateral Agent and Assured Guaranty Corp., pursuant to which the Custodian holds on behalf of the Trust Collateral Agent for the benefit of the Noteholders certain “Receivable Files,” as defined in the Sale and Servicing Agreement, dated as of March 25, 2010 (the “Sale and Servicing Agreement”), among AmeriCredit Automobile Receivables Trust 2010-A, as Issuer, AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as Trust Collateral Agent and as Backup Servicer, hereby acknowledges receipt of the Receivable File for each Receivable listed in the Schedule of Receivables attached as Schedule A to said Sale and Servicing Agreement except as noted in the Custodian Exception List attached as Schedule I and the Lien Perfection Exception List attached as Schedule II hereto.

IN WITNESS WHEREOF, AmeriCredit Financial Services, Inc. has caused this acknowledgement to be executed by its duly authorized officer as of this 31st day of March, 2010.

AMERICREDIT FINANCIAL SERVICES, INC., as Custodian
By:
	Name:
	Title:

SCHEDULE I

Custodian Exception List

1

SCHEDULE II

Lien Perfection Exception List

2

EX-10.9

Exhibit 10.9

SERIES 2010-A LOCKBOX ACCOUNT AGREEMENT

March 25, 2010

JPMorgan Chase Bank, N.A. (“Processor”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), agree as follows:

1. Servicing Arrangements. AmeriCredit, as Servicer (the “Servicer”), AFS SenSub Corp., as Seller (“Seller”), AmeriCredit Automobile Receivables Trust 2010-A (the “Trust”) and the Trustee entered into a Sale and Servicing Agreement dated as of March 25, 2010 (as amended, supplemented and otherwise modified from time to time, the “Sale and Servicing Agreement”), relating to the Receivables (as such term is defined in the Sale and Servicing Agreement), pursuant to which the Receivables were sold, transferred, assigned, or otherwise conveyed to the Trust. The Sale and Servicing Agreement contemplates the engagement of a processor and includes terms for the opening of the Lockbox Account (as defined herein), and the Indenture contemplates that the Lockbox Account will be assigned and pledged to the Trust Collateral Agent. The Sale and Servicing Agreement does not include specific terms for the provision of data processing services and deposit of remittance items. Such terms are set forth in this Lockbox Account Agreement (the “Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Sale and Servicing Agreement.

2. Remittance Processing Services. In order to provide a means of collection of the Receivables which will allow the Trustee to receive the proceeds of the Receivables and related security without AmeriCredit or its Affiliates having access to the funds, the parties hereto agree for the benefit of the Trustee that the banking services (the “Service(s)”) of Processor will be used for the deposit of remittances related to the Receivables and related security.

3. Customer Remittances. Third party money wire transfer providers, which shall include Western Union Financial Services, Inc. (other such providers may perform the services herein with the prior written consent of the Insurer) (“ACH Service”) may from time to time electronically deposit funds in the Lockbox Account (as defined herein) on behalf of Obligors and such ACH Service shall be authorized by Processor to electronically debit the Lockbox Account for the amounts of any return items from Obligors; provided, however, the electronic debit of the Lockbox Account for any return items by all ACH Services may not exceed $100,000 in the aggregate per day. Processor is authorized to establish such arrangements, on such terms deemed prudent by Processor, with such ACH Service concerning the electronic access to the Lockbox Account.

4. The Lockbox Account.

(a) Processor (ABA No. 122100024) has established account number 662633171 (the “Lockbox Account”) in the name of the Trust. Pursuant to the terms of the Indenture and during the term of this Agreement, and except as otherwise required by law (e.g., for purposes of attachment, execution and other forms of legal process), all collected funds held in the Lockbox Account shall be deemed to be the Trustee’s funds, and the Trustee will have exclusive right to control such funds and to make demand upon or otherwise require Processor to make payment of any such funds to any person. In the event a successor Processor has become Processor, the successor Processor’s notice of the new Lockbox Account pursuant to Section 16 shall amend and replace the Lockbox Account above without the execution or filing of any document or any further act by any of the parties to this Agreement.

(b) Unless otherwise directed by the Trustee (with the written consent of the Insurer), AmeriCredit agrees that all collected funds on deposit in the Lockbox Account shall be transferred from the Lockbox Account within two Business Days by wire transfer in immediately available funds to the following account: Wells Fargo Bank, National Association, Account No. 0001038377 f/b/o 82340501; ABA No. 121000248 (the “Collection Account”).

(c) Each party hereto agrees that all funds deposited into the Lockbox Account will not be subject to deduction, setoff, banker’s lien, or any other similar right in favor of any person, except that Processor or ACH Service may setoff against the Lockbox Account the face amount of any check or other item deposited in and credited to such Lockbox Account which is subsequently returned for any reason or is otherwise not collected, necessary account adjustments as a result of errors and overdrafts related to return items. If there are insufficient funds in the Lockbox Account to pay items charged back to the Lockbox Account and AmeriCredit has not remitted payment within 10 days of demand therefor by Processor, the Trustee shall, upon provision of evidence satisfactory to the Trustee, make payment to Processor for any such amounts from funds in the Collection Account but, only to the extent that such amount was actually received by the Trustee. If there are insufficient funds in the Lockbox Account to pay items charged back to the Lockbox Account, AmeriCredit shall remit payment within 2 days of demand therefore by Processor.

5. Applicable Documentation. This Agreement supplements, rather than replaces, Processor’s deposit account agreement, terms and conditions, and other standard documentation in effect from time to time with respect to the Lockbox Account or the services provided in connection therewith (the “Applicable Documentation”), which Applicable Documentation will continue to apply to the Lockbox Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions, the Trustee shall provide Processor with such documentation as Processor may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of the Trustee. The Trustee may request the Processor to provide other services with respect to the Lockbox Account; however, if such services are not authorized or otherwise covered under the Applicable Documentation, Processor’s decision to provide any such services shall be made in its sole discretion (including without limitation being subject to AmeriCredit and/or the Trustee executing such Applicable Documentation or other documentation as Processor may require in connection therewith).

6. Processor’s General Duties. Notwithstanding anything to the contrary in this Agreement: (i) Processor shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Processor shall be fully protected in acting or refraining from acting in good faith without investigation on any notice, instruction or request purportedly furnished to it by AmeriCredit or the Trustee in accordance with the terms hereof, in which case the parties hereto agree that Processor has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Processor has no knowledge of (and is not required to know) the terms and provisions of the Sale and Servicing Agreement referred to in Section 1 above or any other related documentation or whether any actions by the Trustee, AmeriCredit or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith; and (iv) Processor shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or negligence.

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7. Processing of Items. The provision of services shall be governed by the Processor’s Treasury Management Services Agreement, Commercial Account Agreement or other applicable agreements and related service terms (individually and collectively, the “Bank Agreements”), as may be amended from time to time, subject to the prior written consent to any such amendments of a material nature by the Trustee, the Insurer and AmeriCredit, which consents shall not be unreasonably withheld, conditioned or delayed.

8. Confidentiality. Processor agrees that all information concerning the Obligors of the Receivables which comes into Processor’s possession pursuant to this Agreement, other than that which is already known by Processor or to the general public, will be treated in a confidential manner.

9. Fees. Unless otherwise agreed by Processor, AmeriCredit shall pay Processor the fees set forth for this Service in Processor’s most current Price List as in effect from time to time, plus additional fees for the performance of services beyond the terms of this Agreement, or resulting from increased expenses incurred by the failure of AmeriCredit to furnish within a reasonable period of time following a request by Processor, data in a form acceptable to Processor. Processor shall look first to AmeriCredit for payment of such fees. If AmeriCredit fails to pay Processor within thirty (30) days of receipt of invoice but in any event no later than forty-five (45) days from the date of the invoice, Processor will notify the Trustee in writing as soon as practicable and provide to the Trustee a copy of such unpaid invoice. Subject to rights to terminate this Agreement pursuant to Section 14, Processor will continue to perform its services under this Agreement and the amount reflected in such invoice will be paid to Processor by the Trustee out of funds in the Collection Account on the next Distribution Date (as defined below), which follows by at least three Business Days the date of giving such notice to the Trustee. Any fees unpaid after such date will be considered unpaid fees. “Distribution Date” means the sixth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day.

10. Processor’s Liability for Nonperformance. In performing the Services, Processor will exercise ordinary care and act in good faith. Processor shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. Processor’s liability relating to its or its employees’, officers’ or agents’ performance or failure to perform hereunder, or for any other action or inaction of Processor, or its employees, officers or agents, shall be limited exclusively to the lesser of (i) any direct losses which are caused by the failure of Processor, its employees, officers or agents to exercise reasonable care and/or act in good faith, and (ii) the face amount of any item, check, payment or other funds lost or mishandled by the action or inaction of Processor. Under no circumstances will Processor be liable for any general, indirect, special, incidental, punitive or consequential damages or for damages caused, in whole or in part, by the action or inaction of AmeriCredit or the Trustee, whether or not such action or inaction constitutes negligence. Processor will not be liable for any damage, loss, liability or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. AmeriCredit agrees that the fees charged by Processor for the performance of this Service shall be deemed to have been established in contemplation of these limitations on Processor’s liability. In addition, AmeriCredit agrees to indemnify and hold Processor harmless from all liability on the part of Processor under this Section 10 except such liability as is attributable to the gross negligence of Processor.

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11. Indemnification by AmeriCredit. AmeriCredit agrees to indemnify, defend and hold Processor harmless from and against any and all damage, loss, cost, expense or liability of any kind, including, without limitation, reasonable attorneys’ fees and court costs, which results, directly or indirectly, in whole or in part, from any negligence and willful misconduct or infidelity of AmeriCredit or any agent or employee of AmeriCredit, incurred in connection with this Agreement or the Lockbox Account or any interpleader proceeding relating thereto or from Processor acting upon information furnished by AmeriCredit under this Agreement. AmeriCredit will remain liable for all indemnification under this Section 11 after its removal and/or resignation as Servicer.

12. Other Agreements. Processor shall not be bound by any agreement between any of the other parties hereto irrespective of whether Processor has knowledge of the existence of any such agreement or the terms and provisions thereof.

13. Records. This Agreement and the performance by Processor of the Services hereunder shall not relieve Processor of any obligation imposed by law or contract regarding the maintenance of records.

14. Amendment and Termination. This Agreement may only be amended in writing signed by all parties to this Agreement and the Insurer. AmeriCredit or Trustee may immediately terminate this Agreement for cause, provided, however, that a similar agreement has been executed with a successor processor reasonably acceptable to the Trustee and the Insurer or the Trustee and the Insurer have consented to such termination. The Trustee may immediately terminate this Agreement, at any time with the consent of the Insurer, and shall do so, at the direction of the Insurer, upon written notice to the other parties hereto. Otherwise, any party may terminate this Agreement on sixty (60) days’ prior written notice to the others; provided, however, that AmeriCredit shall promptly notify the Insurer of receipt of any such notice and shall arrange for alternative account services satisfactory to the Insurer prior to the termination of the Services. Upon any termination of the Agreement, the Lockbox Account shall remain open for the deposit of remittances related to the Receivables and related security for a period of at least ninety (90) days after the termination date, unless arranged otherwise between AmeriCredit and Processor. After any termination, Processor’s fees with respect to the Services it performs during such period shall be consistent with such fees at the time of such termination.

15. Successor Servicer. Each of Processor and the Trustee agrees that if the Servicer has been terminated or resigns as Servicer, this Agreement shall not thereupon terminate and the successor servicer appointed pursuant to the Sale and Servicing Agreement shall succeed, except as otherwise provided herein, to all rights, benefits, duties and obligations of the Servicer hereunder. Prior to the termination or resignation of the Trustee or the Servicer, the Trustee or the Servicer, respectively, shall provide notice to Processor in accordance with the terms and conditions to which each of the Trustee or the Servicer, respectively, is itself entitled upon termination or resignation.

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16. Successor Processor. Any company or national banking association into which Processor may be merged or converted or with which it may be consolidated, or any company or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any company or national association to which Processor may sell or transfer all or substantially all of its business (provided any such company or national banking association shall be a company organized under the laws of any state of the United States or a national banking association and shall be eligible to perform all of the duties imposed upon it by this Agreement) shall be the successor to Processor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that Processor notify the Trustee, the Insurer and AmeriCredit of any such merger, conversion or consolidation within 30 days of its occurrence. If such successor requires the establishment of a new account, then the successor Processor shall as soon as practicable after the occurrence of any such merger, conversion or consolidation (i) establish the new Lockbox Account and (ii) send written notice to the Trustee, the Insurer and AmeriCredit with respect to the new Lockbox Account number.

17. Third Party Beneficiary. This Agreement shall inure to the benefit of the Insurer, and all covenants and agreements in this Agreement shall be for the benefit of and run directly to the Insurer, and the Insurer shall be entitled to rely on and, subject to the limitations on liability set forth herein, enforce such covenants to the same extent as if it were a party to this Agreement; provided, however, that, notwithstanding this provision, the liability of the Processor under this Agreement shall not under any circumstances exceed the respective liability of the Processor in the absence of any such third-party beneficiary.

18. Governing Law. This Agreement shall be governed by the laws of the State of Texas. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to Lockbox Account or this Agreement.

19. Notices. All written notices required by this Agreement shall be delivered or mailed to the other parties at the addresses set forth below or to such other address as a party may specify in writing.

Processor:	JPMorgan Chase Bank, N.A.
	2200 Ross Avenue, Floor 10
	Mail code TX1-2946,
	Dallas, TX 75201-2787
	Attention: Belinda Crow
	With a copy to:
	JPMorgan Chase Bank, N.A.
	2200 Ross Avenue, Floor 3
	Mail code TX1-2903,
	Dallas, TX 75201-2787
	Attention: Michael Lister

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AmeriCredit:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
Trustee:	Wells Fargo Bank, National Association
	Sixth Street and Marquette Avenue
	MAC N9311-161
	Minneapolis, Minnesota 55479
	Attention: AmeriCredit Automobile Receivables Trust 2010-A
Insurer:	Assured Guaranty Corp.
	31 West 52nd Street
	New York, New York 10019
	Attention: Senior Vice President, Transaction Oversight

20. Bankruptcy. Processor hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the Notes and all amounts owed under the Indenture and the Sale and Servicing Agreement (including, without limitation, amounts owed to the Insurer), Processor will not institute against or join with any other person in instituting against the Trust or the Seller, any proceeding or file any petition against the Trust or the Seller under any bankruptcy, insolvency or similar law for the relief or aid of debtors (including, without limitation, Title 11 of the United States Code or any amendment thereto), seeking the dissolution, liquidation, arrangement, reorganization or similar relief of the Trust or the Seller or the appointment of a receiver, trustee, custodian or liquidator of the Trust or the Seller, or issue any writ, order, judgment warrant of attachment, execution or similar process against a substantial part of the property, assets or business of the Trust or the Seller. This covenant shall survive the termination of this Agreement.

[Remainder of Page Intentionally Left Blank]

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PROCESSOR:		AMERICREDIT:
JPMORGAN CHASE BANK, N.A.		AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/ Patricia J. Caspary	By:	/s/ Susan B. Sheffield
	Name: Patricia J. Caspary		Name: Susan B. Sheffield
	Title: Vice President		Title: Executive Vice President, Structured Finance
TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Marianna C. Stershic
	Name: Marianna C. Stershic
	Title: Vice President

[Series 2010-A Lockbox Account Agreement]

EX-10.10

Exhibit 10.10

SERIES 2010-A LOCKBOX PROCESSING AGREEMENT

March 25, 2010

Regulus Group II LLC (“Processor”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), agree as follows:

1. Servicing Arrangements. AmeriCredit, as Servicer (the “Servicer”), AFS SenSub Corp., as Seller (“Seller”), AmeriCredit Automobile Receivables Trust 2010-A (the “Trust”) and the Trustee entered into a Sale and Servicing Agreement dated as of March 25, 2010 (as amended, supplemented and otherwise modified from time to time, the “Sale and Servicing Agreement”), relating to the Receivables (as such term is defined in the Sale and Servicing Agreement), pursuant to which the Receivables were sold, transferred, assigned, or otherwise conveyed to the Trust. The Sale and Servicing Agreement contemplates the engagement of a processor for lockbox services, and the Indenture contemplates that the Lockbox Account (as defined herein) will be assigned and pledged to the Trust Collateral Agent. The Sale and Servicing Agreement does not include specific terms for the provision of data processing services of remittance items. Such terms are set forth in this Lockbox Processing Agreement (the “Agreement”). For avoidance of doubt, Processor is not a depository institution. All capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Sale and Servicing Agreement.

2. Remittance Processing Services. In order to provide a means of collection of the Receivables which will allow the Trustee to receive the proceeds of the Receivables and related security without AmeriCredit or its Affiliates having access to the funds, the parties hereto agree for the benefit of the Trustee that the processing services (the “Service(s)”) of Processor will be used for the collection and the deposit of remittances related to the Receivables and related security.

3. Customer Remittances. Obligors of the Receivables will be directed by AmeriCredit to forward their remittances to Processor at a post office address (the “Lockbox”) assigned by Processor and established in AmeriCredit’s name. Processor may only change the address of the Lockbox upon (i) thirty (30) days prior written notice to AmeriCredit, the Trustee and the Insurer and (ii) prior written consent of AmeriCredit. Processor, acting for the exclusive benefit of the Trustee, shall have unrestricted and exclusive access to the mail directed to this address. AmeriCredit agrees to notify Processor thirty (30) days in advance of any change in Obligor remittance statements and/or mailing schedule.

4. Collection of Mail. Processor will collect mail from the Lockbox at regular intervals each business day, but not less than two times daily.

5. Endorsement of Items. Processor will process, on behalf of AmeriCredit, checks and other deposited items that appear to be for deposit to the credit of AmeriCredit or its Affiliates in accordance with Processor’s Lockbox Processing Agreement and Instructions, or other applicable agreement and related service terms (individually and collectively, the “Regulus Documentation”), as appropriate.

6. Credit of Funds to Account.

(a) Processor will process the checks and other deposited items and credit the total amount to the account described below (the “Lockbox Account”). The Lockbox Account will be established at JPMorgan Chase Bank, N.A. (ABA No.: 122100024) as account number 662633171 in the name of the Trust. The Lockbox Account will be maintained by and all banking functions will be provided by JPMorgan Chase Bank, N.A.

(b) Unless otherwise directed by the Trustee (with the written consent of the Insurer), AmeriCredit agrees that all collected funds on deposit in the Lockbox Account shall be transferred from the Lockbox Account within two Business Days by wire transfer in immediately available funds to the following account: Wells Fargo Bank, National Association, Account No. 0001038377 f/b/o 82340501; ABA No. 121000248 (the “Collection Account”).

7. Regulus Documentation.

(a) This Agreement supplements, rather than replaces, the Regulus Documentation, terms and conditions, and other standard documentation in effect from time to time with respect to the Lockbox or the services provided by Processor in connection therewith. The Regulus Documentation will continue to apply to the Lockbox and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions, the Trustee shall provide Processor with such documentation as Processor may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of the Trustee. The Trustee may request the Processor to provide other services with respect to the Lockbox; however, if such services are not authorized or otherwise covered under the Regulus Documentation, Processor’s decision to provide any such services shall be made in its sole discretion (including without limitation being subject to AmeriCredit and/or the Trustee executing the Regulus Documentation or other documentation as Processor may require in connection therewith).

(b) As of the date of this Agreement, AmeriCredit has provided the Controlling Party with a copy of the current Regulus Documentation. Following any material change to the Regulus Documentation, AmeriCredit will provide the revised Regulus Documentation to the Controlling Party within thirty (30) days. The Insurer and its successors and assigns shall be a third-party beneficiary to the provisions of the Regulus Documentation, and shall be entitled to rely upon and directly to enforce such provisions of the Regulus Documentation so long as no Insurer Default shall have occurred and be continuing. The Trustee and its successors and assigns shall be a third-party beneficiary to the provisions of the Regulus Documentation, and shall be entitled to rely upon and directly to enforce such provisions of the Regulus Documentation.

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8. Processor’s General Duties. Notwithstanding anything to the contrary in this Agreement: (i) Processor shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Processor shall be fully protected in acting or refraining from acting in good faith without investigation on any notice, instruction or request purportedly furnished to it by AmeriCredit or the Trustee in accordance with the terms hereof, in which case the parties hereto agree that Processor has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Processor has no knowledge of (and is not required to know) the terms and provisions of the Sale and Servicing Agreement referred to in Section 1 above or any other related documentation or whether any actions by the Trustee, AmeriCredit or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith; and (iv) Processor shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or negligence.

9. Processing of Items. The provision of services shall be governed by the Regulus Documentation or other applicable agreements and related service terms, as may be amended from time to time, subject to the prior written consent to any such amendments of a material nature by the Trustee, the Insurer and AmeriCredit, which consents shall not be unreasonably withheld, conditioned or delayed.

10. Trust Correspondence. Any envelopes collected from the Lockbox which contain correspondence and other documents (including, but not limited to, certificates of title, tax receipts, insurance policy endorsements and any other documents or communications of or relating to the Receivables) will be sent to the Servicer at its current address. Any enclosed payment(s), coupon(s) or check(s) will be processed and deposited by Processor in accordance with the provisions of the Agreement.

11. Confidentiality. Processor agrees that all information concerning the Obligors of the Receivables which comes into Processor’s possession pursuant to this Agreement, other than that which is already known by Processor or to the general public, will be treated in a confidential manner.

12. Fees. Unless otherwise agreed by Processor, AmeriCredit shall pay Processor the fees set forth for this Service in Processor’s most current Price List as in effect from time to time, plus additional fees for the performance of services beyond the terms of this Agreement, or resulting from increased expenses incurred by the failure of AmeriCredit to furnish within a reasonable period of time following a request by Processor, data in a form acceptable to Processor. Processor shall look first to AmeriCredit for payment of such fees. If AmeriCredit fails to pay Processor within thirty (30) days of receipt of invoice but in any event no later than forty-five (45) days from the date of the invoice, Processor will notify the Trustee in writing as soon as practicable and provide to the Trustee a copy of such unpaid invoice. Subject to rights to terminate this Agreement pursuant to Section 17, Processor will continue to perform its services under this Agreement and the amount reflected in such invoice will be paid to Processor by the Trustee out of funds in the Collection Account on the next Distribution Date (as defined below), which follows by at least three Business Days the date of giving such notice to the Trustee. Any fees unpaid after such date will be considered unpaid fees. “Distribution Date” means the sixth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day.

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13. Processor’s Liability for Nonperformance. In performing the Services, Processor will exercise ordinary care and act in good faith. Processor shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general information technology processing standards. Processor’s liability relating to its or its employees’, officers’ or agents’ performance or failure to perform hereunder, or for any other action or inaction of Processor, or its employees, officers or agents, shall be limited exclusively to the lesser of (i) any direct losses which are caused by the failure of Processor, its employees, officers or agents to exercise reasonable care and/or act in good faith, and (ii) the face amount of any item, check, payment or other funds lost or mishandled by the action or inaction of Processor. Under no circumstances will Processor be liable for any general, indirect, special, incidental, punitive or consequential damages or for damages caused, in whole or in part, by the action or inaction of AmeriCredit or the Trustee, whether or not such action or inaction constitutes negligence. Processor will not be liable for any damage, loss, liability or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. AmeriCredit agrees that the fees charged by Processor for the performance of this Service shall be deemed to have been established in contemplation of these limitations on Processor’s liability. In addition, AmeriCredit agrees to indemnify and hold Processor harmless from all liability on the part of Processor under this Section 13 except such liability as is attributable to the gross negligence of Processor.

14. Indemnification by AmeriCredit. AmeriCredit agrees to indemnify, defend and hold Processor harmless from and against any and all damage, loss, cost, expense or liability of any kind, including, without limitation, reasonable attorneys’ fees and court costs, which results, directly or indirectly, in whole or in part, from any negligence and willful misconduct or infidelity of AmeriCredit or any agent or employee of AmeriCredit, incurred in connection with this Agreement or the Lockbox or any interpleader proceeding relating thereto or from Processor acting upon information furnished by AmeriCredit under this Agreement. AmeriCredit will remain liable for all indemnification under this Section 14 after its removal and/or resignation as Servicer.

15. Other Agreements. Processor shall not be bound by any agreement between any of the other parties hereto irrespective of whether Processor has knowledge of the existence of any such agreement or the terms and provisions thereof.

16. Records. This Agreement and the performance by Processor of the Services hereunder shall not relieve Processor of any obligation imposed by law or contract regarding the maintenance of records.

17. Amendment and Termination. This Agreement may only be amended in writing signed by all parties to this Agreement and the Insurer. AmeriCredit or Trustee may immediately terminate this Agreement for cause, provided, however, that a similar agreement has been executed with a successor processor reasonably acceptable to the Trustee and the Insurer or the Trustee and the Insurer have consented to such termination. The Trustee may immediately terminate this Agreement, at any time with the consent of the Insurer, and shall do so, at the direction of the Insurer, upon written notice to the other parties hereto. Otherwise, any party may terminate this Agreement on sixty (60) days’ prior written notice to the others; provided, however, that AmeriCredit shall promptly notify the Insurer of receipt of any such notice and shall arrange for alternative lockbox processing services satisfactory to the Insurer prior to the termination of the Services. Upon any termination of the Agreement, (a) Processor will close the Lockbox and (b) Processor will process all mail addressed to the Lockbox in the manner instructed by AmeriCredit in accordance with the Regulus Documentation for a period of at least ninety (90) days after the termination date, unless arranged otherwise between AmeriCredit and Processor. After any termination, Processor’s fees with respect to the Services it performs during such period shall be consistent with such fees at the time of such termination.

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18. Successor Servicer. Each of Processor and the Trustee agrees that if the Servicer has been terminated or resigns as Servicer, this Agreement shall not thereupon terminate and the successor servicer appointed pursuant to the Sale and Servicing Agreement shall succeed, except as otherwise provided herein, to all rights, benefits, duties and obligations of the Servicer hereunder. Prior to the termination or resignation of the Trustee or the Servicer, the Trustee or the Servicer, respectively, shall provide notice to Processor in accordance with the terms and conditions to which each of the Trustee or the Servicer, respectively, is itself entitled upon termination or resignation.

19. Successor Processor. Any company or national banking association into which Processor may be merged or converted or with which it may be consolidated, or any company or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any company or national association to which Processor may sell or transfer all or substantially all of its business (provided any such company or national banking association shall be a company organized under the laws of any state of the United States or a national banking association and shall be eligible to perform all of the duties imposed upon it by this Agreement) shall be the successor to Processor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that Processor notify the Trustee, the Insurer and AmeriCredit of any such merger, conversion or consolidation within 30 days of its occurrence.

20. Third Party Beneficiary. This Agreement shall inure to the benefit of the Insurer, and all covenants and agreements in this Agreement shall be for the benefit of and run directly to the Insurer, and the Insurer shall be entitled to rely on and, subject to the limitations on liability set forth herein, enforce such covenants to the same extent as if it were a party to this Agreement; provided, however, that, notwithstanding this provision, the liability of Processor under this Agreement shall not under any circumstances exceed the respective liability of Processor in the absence of any such third-party beneficiary.

21. Governing Law. This Agreement shall be governed by the laws of the State of Texas. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to Lockbox or this Agreement.

22. Notices. All written notices required by this Agreement shall be delivered or mailed to the other parties at the addresses set forth below or to such other address as a party may specify in writing.

Processor:	Regulus Group II LLC
	2012 Corporate Lane, Suite 108
	Naperville, IL 60563
	Attention: President & CEO

5

	With a copy to:
	Rosensteel Law
	90 Park Avenue, 17th Floor
	New York, New York 10016
	Attention: Edward M. Rosensteel, Esq.
AmeriCredit:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
Trustee:	Wells Fargo Bank, National Association
	Sixth Street and Marquette Avenue
	MAC N9311-161
	Minneapolis, Minnesota 55479
	Attention: AmeriCredit Automobile Receivables Trust 2010-A
Insurer:	Assured Guaranty Corp.
	31 West 52nd Street
	New York, New York 10019
	Attention: Senior Vice President, Transaction Oversight

23. Bankruptcy. Processor hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the Notes and all amounts owed under the Indenture and the Sale and Servicing Agreement (including, without limitation, amounts owed to the Insurer), Processor will not institute against or join with any other person in instituting against the Trust or the Seller, any proceeding or file any petition against the Trust or the Seller under any bankruptcy, insolvency or similar law for the relief or aid of debtors (including, without limitation, Title 11 of the United States Code or any amendment thereto), seeking the dissolution, liquidation, arrangement, reorganization or similar relief of the Trust or the Seller or the appointment of a receiver, trustee, custodian or liquidator of the Trust or the Seller, or issue any writ, order, judgment warrant of attachment, execution or similar process against a substantial part of the property, assets or business of the Trust or the Seller. This covenant shall survive the termination of this Agreement.

[Remainder of Page Intentionally Left Blank]

6

PROCESSOR:			AMERICREDIT:
REGULUS GROUP II LLC			AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/ Kathleen Hamburger		By:	/s/ Susan B. Sheffield
	Name:	Kathleen Hamburger		Name:	Susan B. Sheffield
	Title:	Chief Executive Officer and President		Title:	Executive Vice President, Structured Finance
TRUSTEE:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President

[Series 2010-A Lockbox Processing Agreement]

EX-23.1

Exhibit 23.1

	PricewaterhouseCoopers LLP
	PricewaterhouseCoopers Center
	300 Madison Avenue
	New York NY 10017
	Telephone (646) 471 3000
	Facsimile (813) 286 6000

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus Supplement of AmeriCredit Financial Services, Inc., relating to AmeriCredit Automobile Receivables Trust 2010-A, comprising part of the Registration Statement (No. 333-146701) of AmeriCredit Financial Services, Inc. on Form S-3, of our report dated March 19, 2010 relating to the consolidated financial statements of Assured Guaranty Corp. as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, which appears as Exhibit 99.3 in Assured Guaranty Ltd.’s Current Report on Form 8-K dated March 22, 2010. We also consent to the reference to our firm under the caption “Experts” in such Prospectus Supplement.

March 22, 2010

EX-23.2

Exhibit 23.2

	PricewaterhouseCoopers LLP
	PricewaterhouseCoopers Center
	300 Madison Avenue
	New York NY 10017
	Telephone (646) 471 3000
	Facsimile (813) 286 6000

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus Supplement of AmeriCredit Financial Services, Inc., relating to AmeriCredit Automobile Receivables Trust 2010-A, comprising part of the Registration Statement (No. 333-146701) of AmeriCredit Financial Services, Inc. on Form S-3, of our report dated March 19, 2010 relating to the consolidated financial statements of Assured Guaranty Corp. as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, which appears as Exhibit 99.3 in Assured Guaranty Ltd.’s Current Report on Form 8-K dated March 22, 2010. We also consent to the reference to our firm under the caption “Experts” in such Prospectus Supplement.

March 26, 2010

EX-99.1

Exhibit 99.1

AmeriCredit Corp.

Composition of the Receivables

2010-A Final Cut

3/25/2010

	New			Used			Total
Aggregate Principal Balance (1)	$	62,294,699.33		$	175,805,158.56		$	238,099,857.89
Number of Receivables in Pool		2,951			11,319			14,270
Percent of Pool by Principal Balance		26.16	%		73.84	%		100.00	%
Average Principal Balance	$	21,109.69		$	15,531.86		$	16,685.34
Range of Principal Balances	($	666.25 to $75,031.38	)	($	250.35 to $61,127.33	)
Weighted Average APR (1)		16.04	%		17.95	%		17.45	%
Range of APRs		(3.40% to 27.30%	)		(6.00% to 28.00%	)
Weighted Average Remaining Term		67			64			65
Range of Remaining Terms		(3 to 72 months	)		(3 to 72 months	)
Weighted Average Original Term		72			67			68
Range of Original Terms		(36 to 72 months	)		(24 to 72 months	)

(1) Aggregate Principal Balance includes some portion of accrued interest. As a result, the Weighted Average APR of the Receivables may not be equivalent to the Contracts' aggregate yield on the Aggregate Principal Balance.

Distribution of the Receivables by Score as of the Cutoff Date

	AmeriCredit Score (1)	Percent of Aggregate Principal Balance (3)		Credit Bureau Score (2)	Percent of Aggregate Principal Balance (3)
	<215	1.61	%
	215-224	11.13	%	<540	17.12	%
	225-244	37.72	%	540-599	43.98	%
	245-259	23.40	%	600-659	32.47	%
	260+	26.14	%	660+	6.43	%
Weighted Average Score	248			586

(1) Proprietary credit score, scaled from 135 to 320, developed and utilized by AmeriCredit to support the credit approval and pricing process.

(2) A statistically based score (sometimes referred to as FICO score) generated by credit reporting agencies. AmeriCredit utilizes TransUnion, Equifax or Experien credit reports depending on the location of the obligor. Credit Bureau Scores are unavailable for some accounts and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the Aggregate Principal Balance of the accounts based on Credit Bureau Score may be less than the total statistical pool.

(3) Percentages may not add to 100% because of rounding.

* Receivable information is through close of business on date indicated.

AmeriCredit Corp.

Distribution of the Receivables by APR as of the Cutoff Date

2010-A Final Cut

3/25/2010

APR Range	Aggregate Principal Balance as of Cutoff Date (1)	Percent of Aggregate Principal Balance (2)		Number of Receivables	Percent of Number of Receivables (2)
3.000%-3.999%	1,491.74	0.00	%	1	0.01	%
6.000%-6.999%	176,254.34	0.07	%	11	0.08	%
7.000%-7.999%	558,462.89	0.23	%	24	0.17	%
8.000%-8.999%	739,167.87	0.31	%	34	0.24	%
9.000%-9.999%	1,798,936.48	0.76	%	92	0.64	%
10.000%-10.999%	1,456,860.17	0.61	%	76	0.53	%
11.000%-11.999%	3,616,868.33	1.52	%	170	1.19	%
12.000%-12.999%	7,503,726.72	3.15	%	400	2.80	%
13.000%-13.999%	13,581,395.60	5.70	%	714	5.00	%
14.000%-14.999%	23,978,010.31	10.07	%	1,336	9.36	%
15.000%-15.999%	27,659,302.85	11.62	%	1,544	10.82	%
16.000%-16.999%	27,380,832.26	11.50	%	1,586	11.11	%
17.000%-17.999%	25,941,390.72	10.90	%	1,586	11.11	%
18.000%-18.999%	37,610,040.77	15.80	%	2,287	16.03	%
19.000%-19.999%	19,772,545.50	8.30	%	1,277	8.95	%
20.000%-20.999%	15,934,223.74	6.69	%	1,056	7.40	%
21.000%-21.999%	12,936,117.33	5.43	%	867	6.08	%
22.000%-22.999%	7,240,806.27	3.04	%	477	3.34	%
23.000%-23.999%	5,560,142.24	2.34	%	386	2.70	%
24.000%-24.999%	3,496,182.76	1.47	%	258	1.81	%
25.000%-25.999%	838,899.42	0.35	%	65	0.46	%
26.000%-26.999%	231,799.17	0.10	%	17	0.12	%
27.000%-27.999%	74,441.68	0.03	%	5	0.04	%
28.000%-28.999%	11,958.73	0.01	%	1	0.01	%
TOTAL	238,099,857.89	100.00	%	14,270	100.00	%

(1) Aggregate Principal Balances include some portion of accrued interest. Indicated APR’s represent APR’s on Principal Balance net of such accrued interest.

(2) Percentages may not add to 100% because of rounding.

* Receivable information is through close of business on date indicated.

AmeriCredit Corp.

Distribution of the Receivables by Geographic Location of Obligor

2010-A Final Cut

3/25/2010

State	Aggregate Principal Balance as of Cutoff Date (1)		Percent of Aggregate Principal Balance (2)		Number of Receivables	Percent of Number of Receivables (2)
Alabama		3,854,109.48	1.62	%	212	1.49	%
Arizona		6,784,149.36	2.85	%	388	2.72	%
Arkansas		2,527,221.08	1.06	%	147	1.03	%
California		24,687,003.11	10.37	%	1,445	10.13	%
Colorado		5,521,338.57	2.32	%	325	2.28	%
Connecticut		1,038,343.15	0.44	%	64	0.45	%
Florida		15,585,983.36	6.55	%	966	6.77	%
Georgia		7,183,397.09	3.02	%	401	2.81	%
Illinois		10,753,657.62	4.52	%	648	4.54	%
Indiana		5,039,279.22	2.12	%	334	2.34	%
Iowa		1,280,796.45	0.54	%	78	0.55	%
Kansas		1,517,105.36	0.64	%	93	0.65	%
Kentucky		4,244,786.00	1.78	%	264	1.85	%
Louisiana		4,521,787.17	1.90	%	263	1.84	%
Maryland		4,975,806.51	2.09	%	296	2.07	%
Massachusetts		3,380,728.97	1.42	%	218	1.53	%
Michigan		8,115,993.35	3.41	%	533	3.74	%
Minnesota		2,965,719.59	1.25	%	194	1.36	%
Mississippi		1,790,007.24	0.75	%	109	0.76	%
Missouri		5,419,514.98	2.28	%	350	2.45	%
Nevada		2,500,391.77	1.05	%	137	0.96	%
New Jersey		6,206,311.43	2.61	%	373	2.61	%
New Mexico		2,289,769.13	0.96	%	136	0.95	%
New York		9,267,280.00	3.89	%	572	4.01	%
North Carolina		5,524,533.93	2.32	%	335	2.35	%
Ohio		11,137,360.35	4.68	%	768	5.38	%
Oklahoma		3,798,984.79	1.60	%	207	1.45	%
Oregon		1,604,455.51	0.67	%	106	0.74	%
Pennsylvania		10,458,852.23	4.39	%	685	4.80	%
South Carolina		1,113,286.90	0.47	%	77	0.54	%
Tennessee		3,725,745.05	1.56	%	228	1.60	%
Texas		37,425,568.52	15.72	%	1,963	13.76	%
Virginia		4,581,673.68	1.92	%	278	1.95	%
Washington		5,033,478.08	2.11	%	303	2.12	%
West Virginia		1,458,908.16	0.61	%	91	0.64	%
Wisconsin		3,249,309.91	1.36	%	214	1.50	%
Other (3)		7,537,220.79	3.17	%	469	3.29	%
TOTAL	$	238,099,857.89	100.00	%	14,270	100.00	%

(1) Aggregate Principal Balances include some portion of accrued interest.

(2) Percentages may not add to 100% because of rounding.

(3) States with aggregate principal balances less than $1,000,000.

* Receivable information is through close of business on date indicated.

2010-A Final Cut

Distribution by Manufacturer

Manufacturer	Aggregate Principal Balance as of Cutoff Date (1)		Percent of Aggregate Principal Balance (2)		Number of Receivables	Percent of Number of Receivables (2)
Bmw	$	2,518,750.12	1.06	%	115	0.81	%
Cadillac		5,747,688.10	2.41	%	266	1.86	%
Chevrolet		45,481,349.94	19.10	%	2,656	18.61	%
Chrysler		10,619,789.95	4.46	%	723	5.07	%
Dodge		26,159,898.27	10.99	%	1,582	11.09	%
Ford		27,634,762.14	11.61	%	1,718	12.04	%
Gmc		8,487,493.78	3.56	%	408	2.86	%
Honda		6,778,939.68	2.85	%	400	2.80	%
Hyundai		7,115,201.24	2.99	%	471	3.30	%
Jeep		10,181,010.15	4.28	%	594	4.16	%
Kia		16,003,458.45	6.72	%	963	6.75	%
Mazda		4,499,273.14	1.89	%	296	2.07	%
Mercedes		3,776,411.85	1.59	%	153	1.07	%
Mitsubishi		3,334,338.57	1.40	%	230	1.61	%
Nissan		19,076,116.89	8.01	%	1,103	7.73	%
Pontiac		5,493,320.09	2.31	%	452	3.17	%
Saturn		3,818,818.67	1.60	%	290	2.03	%
Toyota		11,011,552.58	4.62	%	638	4.47	%
Volkswagen		2,408,572.22	1.01	%	159	1.11	%
Other (3)		17,953,112.06	7.54	%	1,053	7.38	%
Total	$	238,099,857.89	100.00	%	14,270	100.00	%

(1) Aggregate Principal Balances include some portion of accrued interest.

(2) Percentages may not add to 100% because of rounding.

(3) Aggregate Principal Balance of less than 1% per manufacturer.

Distribution of the Automobile Loan Contracts by Vehicle Segment

Vehicle Segment (1)	Aggregate Principal Balance (2)		% of Aggregate Principal Balance (3)		Number of Automobile Loan Contracts	% of Total Number of Automobile Loan Contracts (3)
Full-Size Car	$	1,596,617.63	0.67	%	101	0.71	%
Full-Size Van/Truck		31,616,259.84	13.28	%	1,571	11.01	%
Full-Size SUV		17,848,266.63	7.50	%	809	5.67	%
Mid-Size Car		61,992,738.26	26.04	%	3,928	27.53	%
Mid-Size SUV		59,732,370.32	25.09	%	3,431	24.04	%
Economy/Compact Car		33,343,521.25	14.00	%	2,478	17.37	%
Compact Van/Truck		14,583,721.19	6.13	%	1,022	7.16	%
Sports Car		17,041,131.42	7.16	%	912	6.39	%
Segment Unavailable (4)		345,231.35	0.14	%	18	0.13	%
Total	$	238,099,857.89	100.00	%	14,270	100.00	%

(1) Categories reflect consolidated categories based on J.D. Power defined segments.

(2) Aggregate Principal Balances include some portion of accrued interest.

(3) Percentages may not add up to 100% because of rounding.

(4) Vehicle segmentation was not available for certain accounts at the time of the statistic

LTV Distribution:

LTV Distribution(1)	Pct. Of Total (2)
<100	22.12	%
100-109	18.67	%
110-119	23.61	%
120-129	21.62	%
130-139	11.80	%
140-149	2.01	%
150+	0.18	%
Total	100.00	%
Weighted Average LTV	112.59	%

(1) Wholesale LTV is calculated using the total amount financed, which may include taxes, title fees and ancillary products over the value of the vehicle at the time the vehicle is financed. The vehicle value at origination is determined by using NADA or Kelly Blue Book “Trade-In” prices for used vehicles or dealer invoice/dealer wholesale price for new vehicles.

(2) Wholesale LTV was not available or could not be calculated on certain loans and these loans are not included in the table above. Since these loans are not included in the Wholesale LTV table, the Aggregate Principal Balance may be less than the total statistical pool.

Delinquency Experience Regarding the Final Pool

2010-A Final Cut

Number of times ever 31 to 60 days delinquent	Aggregate Principal Balance		Percent of Aggregate Principal Balance		Number of Automobile Loan Contracts	Percent of Number of Automobile Loan Contracts
0	$	216,442,678.68	90.90	%	12,235	85.74	%
1		2,743,502.49	1.15	%	171	1.20	%
2+		18,913,676.72	7.94	%	1,864	13.06	%
Total	$	238,099,857.89	100.00	%	14,270	100.00	%
Number of times ever 61 to 90 days delinquent
0	$	222,925,542.24	93.63	%	12,733	89.23	%
1		3,176,024.46	1.33	%	296	2.07	%
2+		11,998,291.19	5.04	%	1,241	8.70	%
Total	$	238,099,857.89	100.00	%	14,270	100.00	%
Number of times ever greater than 91 days delinquent
0	$	232,133,161.16	97.49	%	13,659	95.72	%
1		2,864,804.57	1.20	%	295	2.07	%
2+		3,101,892.16	1.30	%	316	2.21	%
Total	$	238,099,857.89	100.00	%	14,270	100.00	%