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)

August 19, 2010

AmeriCredit Automobile Receivables Trust 2010-B

(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	333-146701-08	27-6739753
(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-B (the “Issuing Entity”), to issue $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% Asset Backed Notes (collectively, the “Notes”) and an Asset Backed Certificate (the “Certificate”), on August 19, 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 July 28, 2010, as amended and restated as of August 2, 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 August 2, 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 RBS Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and UBS Securities LLC (the “Underwriters”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of August 12, 2010 (the “Underwriting Agreement”), among AmeriCredit, AFS SenSub, and RBS Securities Inc., as a representative of 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 August 2, 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 August 2, 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 August 2, 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 August 2, 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 August 2, 2010 (the “Lockbox Processing Agreement”), among Wells Fargo, as Trustee, AmeriCredit and Regulus.

As of August 2, 2010, the Receivables had the characteristics described in the Prospectus Supplement dated August 12, 2010 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(5) of the Act on August 13, 2010.

On the Closing Date, the Insurer issued the Financial Guaranty Insurance Policy, attached hereto as Exhibit 10.6 dated as of August 19, 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 August 2, 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 August 19, 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 August 2, 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 August 12, 2010 (the “Indemnification Agreement”), among the Insurer, AFS SenSub RBS Securities Inc., as a representative of 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 August 12, 2010, among AmeriCredit, as Sponsor, AFS SenSub, as Seller, and RBS Securities Inc., as a representative of the Underwriters (see Exhibit 1.1 to Form 8-K filed on August 13, 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 August 2, 2010, between the Issuing Entity and Wells Fargo, as Trustee and Trust Collateral Agent.

4.2 Amended and Restated Trust Agreement, dated as of August 2, 2010, between AFS SenSub and WTC, as Owner Trustee.

4.3 Sale and Servicing Agreement, dated as of August 2, 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 August 19, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-08, 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 August 19, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-08, which is incorporated by reference herein).

10.1 Purchase Agreement, dated as of August 2, 2010, between AmeriCredit, as Seller, and AFS SenSub, as Purchaser.

10.2 Indemnification Agreement, dated as of August 12, 2010, among the Insurer, AFS SenSub and the Underwriters.

10.3 Insurance and Indemnity Agreement, dated as of August 2, 2010, among the Insurer, the Issuing Entity, AFS SenSub, AmeriCredit and AmeriCredit Corp.

10.4 Premium Letter, dated August 19, 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 August 2, 2010, among the Insurer, the Issuing Entity and Wells Fargo, as Trustee and Collateral Agent.

10.6 Financial Guaranty Insurance Policy, dated as of August 19, 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 August 2, 2010, among AmeriCredit, as Custodian, the Insurer, and Wells Fargo.

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10.9 Lockbox Account Agreement, dated as of August 2, 2010, among AmeriCredit, Wells Fargo, as Trustee, and JPMorgan Chase Bank, N.A., as Processor.

10.10 Lockbox Processing Agreement, dated August 2, 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.

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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-B
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: August 24, 2010

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of August 12, 2010, among AmeriCredit Financial Services, Inc., as Sponsor, AFS SenSub Corp., as Seller and RBS Securities Inc., as a representative of the Underwriters (see Exhibit 1.1 to Form 8-K filed on August 13, 2010, in connection with Registration Statement No. 333-146701, which is incorporated by reference herein).
4.1	Indenture, dated as of August 2, 2010, between AmeriCredit Automobile Receivables Trust 2010-B, 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 August 2, 2010, between AFS SenSub Corp., as Seller, and Wilmington Trust Company, as Owner Trustee.
4.3	Sale and Servicing Agreement, dated as of August 2, 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 August 19, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-08, 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 August 19, 2010, in connection with Registration Statement Nos. 333-146701 and 333-146701-08, which is incorporated by reference herein).
10.1	Purchase Agreement, dated as of August 2, 2010, between AmeriCredit Financial Services, Inc., as Seller, and AFS SenSub Corp., as Purchaser.
10.2	Indemnification Agreement, dated as of August 12, 2010, among the Insurer, AFS SenSub Corp. and the Underwriters.
10.3	Insurance and Indemnity Agreement, dated as of August 2, 2010, among the Insurer, the Issuing Entity, AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc. and AmeriCredit Corp.
10.4	Premium Letter, dated August 19, 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 August 2, 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 August 19, 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 August 2, 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 August 2, 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 August 2, 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.

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EX-4.1

Exhibit 4.1

Execution Copy

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B

Class A-1 0.37690% Asset Backed Notes

Class A-2 1.18% Asset Backed Notes

Class A-3 2.49% Asset Backed Notes

INDENTURE

Dated as of August 2, 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	16
SECTION 2.11	Notices to Clearing Agency	17
SECTION 2.12	Definitive Notes	17
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	35
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	43
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	47
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
SECTION 9.6	Reference in Notes to Supplemental Indentures	57

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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 August 2, 2010, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B, 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 0.37690% Asset Backed Notes (the “Class A-1 Notes”), the Class A-2 1.18% Asset Backed Notes (the “Class A-2 Notes”) and the Class A-3 2.49% 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 August 2, 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 0.37690% 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 0.37690% Asset Backed Notes, substantially in the form of Exhibit A-1.

“Class A-2 Interest Rate” means 1.18% 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 1.18% Asset Backed Notes, substantially in the form of Exhibit A-2.

“Class A-3 Interest Rate” means 2.49% 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 2.49% 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 August 19, 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 September 6, 2011 Distribution Date, (ii) the Class A-2 Notes, the February 6, 2014 Distribution Date and (iii) the Class A-3 Notes, the November 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

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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.

“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;

(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

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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 engaged 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 by AmeriCredit 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 August 2, 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 $36,800,000, Class A-2 Notes for original issue in the aggregate principal amount of $69,000,000 and Class A-3 Notes for original issue in the aggregate principal amount of $94,200,000. 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 Class A-1 Note, Class A-2 Note or Class A-3 Note that is a Definitive Note, the prospective transferee 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”)) 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) 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) 

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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 Class A-1 Note, Class A-2 Note or Class A-3 Note that is 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).

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 Persons 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

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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.

(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.

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

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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.

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

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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

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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).

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

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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.

(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

(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

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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-B 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-B 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 personalty).

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 have delivered to the Issuer (who shall deliver to the Rating Agencies) 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 provided, further, that the Issuer’s delivery of such notice to the Rating Agencies shall not be a condition precedent to the occurrence of an Event of Default under this Section 5.1(iii); 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

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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

(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:

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

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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 Issuer (who shall deliver such 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.

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

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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

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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.

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, as applicable; 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,

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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.

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

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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.

(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.

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

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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 prior written notice of any such transaction to the Insurer and the Issuer (who will deliver such notice to the Rating Agencies).

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.

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

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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

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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.

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

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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.

(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, 2011, 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 by the Issuer, 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

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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;

(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

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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.

(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-B, in care of Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, with a copy to AmeriCredit Automobile Receivables Trust 2010-B, c/o AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer; 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 Re: AmeriCredit Receivables-Backed Notes Series 2010-B, Policy No. D-2010-78
	Confirmation: (212) 974-0100 Telecopy No.:(212) 339-3518

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(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 shall be provided by the Issuer 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 (for the avoidance of doubt and in accordance with the further proviso to Section 5.1(iii), such failure shall not prevent an Event of Default from occurring under such Section).

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

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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.

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-B,
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee
By:	/s/ J. Christopher Murphy
	Name:	J. Christopher Murphy
	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 $36,800,000

No. RB-A-1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03064G AA9

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-B

CLASS A-1 0.37690% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-B, 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 EIGHT HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $36,800,000 and the denominator of which is $36,800,000 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 September 6, 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 August 19, 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.

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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.

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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-B
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: August 19, 2010	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	By:
		Authorized Signer

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[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1 0.37690% Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an Indenture dated as of August 2, 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 September 7, 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.

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

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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).

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

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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.

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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.

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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 $69,000,000

No. RB-A-2

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03064G AB7

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-B

CLASS A-2 1.18% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-B, 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 SIXTY-NINE 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 $69,000,000 and the denominator of which is $69,000,000 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 February 6, 2014 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 August 19, 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-B
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: August 19, 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 1.18% Asset Backed Notes (herein called the “Class A-2 Notes”), all issued under an Indenture dated as of August 2, 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 September 7, 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.

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

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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).

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

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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 $94,200,000

No. RB-A-3

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. 03064G AC5

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-B

CLASS A-3 2.49% ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 2010-B, 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-FOUR MILLION TWO HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $94,200,000 and the denominator of which is $94,200,000 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 November 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

A-3-1

excluding such Distribution Date or, if no interest has yet been paid, from August 19, 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.

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-B
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: August 19, 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 2.49% Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an Indenture dated as of August 2, 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 September 7, 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.

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

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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).

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

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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.

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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.

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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

Sched. A-1

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.

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-B 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;

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

Sched. B-1

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

Execution Copy

AMENDED AND RESTATED

TRUST AGREEMENT

between

AFS SENSUB CORP.

Seller

and

WILMINGTON TRUST COMPANY

Owner Trustee

Dated as of August 2, 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	11
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	14
ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE		16
SECTION 5.1.	General Authority	16
SECTION 5.2.	General Duties	16
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		18
SECTION 6.1.	Acceptance of Trusts and Duties	18
SECTION 6.2.	Furnishing of Documents	20
SECTION 6.3.	Representations and Warranties	20
SECTION 6.4.	Reliance; Advice of Counsel	20
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	22
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		24
SECTION 9.1.	Eligibility Requirements for Owner Trustee	24
SECTION 9.2.	Resignation or Removal of Owner Trustee	25
SECTION 9.3.	Successor Owner Trustee	25
SECTION 9.4.	Merger or Consolidation of Owner Trustee	26
SECTION 9.5.	Appointment of Co-Trustee or Separate Trustee	26
ARTICLE X. MISCELLANEOUS		27
SECTION 10.1.	Supplements and Amendments	27
SECTION 10.2.	No Legal Title to Owner Trust Estate in Certificateholder	28
SECTION 10.3.	Limitations on Rights of Others	29
SECTION 10.4.	Notices.	29
SECTION 10.5.	Severability	29
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	30
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 August 2, 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 July 28, 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

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at such other address as the Owner Trustee may designate by notice to the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Depositor).

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

“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 August 2, 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.

2

“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 August 2, 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 August 2, 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.

(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

3

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-B,” 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;

4

(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

5

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.

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.

6

(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

(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

7

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

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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.

(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. 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.

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

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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.

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

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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

(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.

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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.

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;

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

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

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

(b) The Trust shall:

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

(ii) maintain its office and bank accounts separate from any other person or entity;

(iii) not commingle its assets with those of any other person or entity;

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

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

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

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

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

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

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

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

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(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 $36,800,000, Class A-2 Notes in the aggregate principal amount of $69,000,000 and Class A-3 Notes in the aggregate principal amount of $94,200,000. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Instructing Party recommends with respect to the Basic Documents so long as such activities are consistent with the terms of the Basic Documents.

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

SECTION 5.2. General Duties. It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this

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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.

(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

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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.

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

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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 Derivative 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;

(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

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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).

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

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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 Derivative 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.

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

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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.

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

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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.

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

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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 Insurer and the Depositor (who will notify the Rating Agencies).

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.

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 by the Depositor 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.

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(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 by the Depositor 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 the Depositor (who will send such notification to each of the Rating Agencies).

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

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel (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

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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.

(c) Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

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.

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

SECTION 10.12. Nonpetition Covenants.

(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

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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/ J. Christopher Murphy
	Name:	J. Christopher Murphy
	Title:	Financial Services Officer
AFS SENSUB CORP.,         as Seller
By:	/s/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive Vice President, Structured Finance

ACKNOWLEDGED AND AGREED TO:
AMERICREDIT CORP.,
Solely with respect to Sections 7.1 and 7.2
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	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-B (the “Trust”) formed by AFS SenSub Corp., a Nevada corporation (the “Seller”).

The Trust was created pursuant to a Trust Agreement dated as of July 28, 2010, as amended and restated as of August 2, 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 August 2, 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 0.37690% Asset Backed Notes” (the “Class A-1 Notes”), “Class A-2 1.18% Asset Backed Notes” (the “Class A-2 Notes”) and “Class A-3 2.49% 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 August 2, 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-B
	By:	WILMINGTON TRUST COMPANY
		not in its individual capacity but solely as Owner Trustee
Dated: August 19, 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.

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

A-4

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-B

THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B (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-B.”

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

Execution Copy

SALE AND SERVICING

AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B,

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 August 2, 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		25
SECTION 3.1.	Representations and Warranties of Seller.	25
SECTION 3.2.	Repurchase upon Breach	25
SECTION 3.3.	Custody of Receivable Files	26
ARTICLE IV Administration and Servicing of Receivables		27
SECTION 4.1.	Duties of the Servicer and the Backup Servicer	27
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables; Lockbox Agreements.	28
SECTION 4.3.	Realization upon Receivables	32
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	37
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	39
SECTION 4.11.	Annual Independent Public Accountants’ Report	40
SECTION 4.12.	Access to Certain Documentation and Information Regarding Receivables	41
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		74
SECTION 12.1.	Amendment	74
SECTION 12.2.	Protection of Title to Trust	75
SECTION 12.3.	Notices	77

ii

SECTION 12.4.	Assignment	78
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	79
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	80
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 August 2, 2010, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B, 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, August 3, 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 August 19, 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 August 2, 2010, and ending as of the close of business on August 31, 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

4

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).

“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 August 2, 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 September 7, 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 by the Servicer 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.

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“FDIC” means the Federal Deposit Insurance Corporation.

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the September 6, 2011 Distribution Date, (ii) the Class A-2 Notes, the February 6, 2014 Distribution Date and (iii) the Class A-3 Notes, the November 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 August 12, 2010, among the Insurer, the Seller and RBS Securities Inc., as the representative of the Underwriters.

“Indenture” means the Indenture dated as of August 2, 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 August 2, 2010, among the Insurer, the Trust, the Seller, AmeriCredit Corp. and AmeriCredit, as the same may be amended or supplemented from time to time.

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

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

“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

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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.

“Interest Period” means, with respect to any Distribution Date, the period from and including the most recent Distribution Date on which interest has been paid (or in the case of the first Distribution Date, from and including the Closing Date) to, but excluding, the following Distribution Date. In the case of the first Distribution Date, the Interest Period shall be 19 days for the Class A-1 Notes, and 18 days for the Class A-2 Notes and the Class A-3 Notes.

“Interest Rate” means, with respect to (i) the Class A-1 Notes, 0.37690% 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, 1.18% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months and (iii) the Class A-3 Notes, 2.49% 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, as amended.

“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-B.

“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

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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.

“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 August 2, 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 August 2, 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.

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

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

“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.

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

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

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

“Noteholders’ Interest Distributable Amount” means, with respect to any Distribution Date and Class of Notes, the sum of the Noteholders’ Monthly Interest Distributable Amount for such Distribution Date and each Class of Notes and the Noteholders’ Interest Carryover Amount, if any, for such Distribution Date and each such Class. Interest on the Class A-1 Notes 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.

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“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.

“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.

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

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

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

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

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

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

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

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

“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.

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“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.

“Prospectus Supplement” means the prospectus supplement, dated as of August 12, 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 August 2, 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 engaged by the Seller and acceptable to the Insurer (so long as an Insurer Default shall not have occurred and be continuing), notice of which engagement 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 by AmeriCredit 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.

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“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.

“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 78.0%) 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

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such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

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

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

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

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

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

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

“Servicing Fee Rate” means 2.25% per annum.

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

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

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

“Spread Account Agreement” means the Spread Account Agreement dated as of August 2, 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 $4,705,979.84).

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor.

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

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

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

“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 July 28, 2010, between the Seller and the Owner Trustee, as amended and restated as of August 2, 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.

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

“Trust Property” means the property and proceeds conveyed pursuant to Section 2.1, together with certain monies paid on or after the Cutoff Date, the 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.

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

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

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

ARTICLE II

Conveyance of Receivables

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

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

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

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

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

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

(f) the related Receivable Files;

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

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

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

SECTION 2.2. [Reserved].

SECTION 2.3. Further Encumbrance of Trust Property.

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

(b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property (other than 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

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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 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).

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ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Seller.

The Seller hereby represents and warrants that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Schedule B is true and correct on which the Issuer is deemed to have relied in acquiring the Receivables and upon which the Insurer shall be deemed to rely in issuing the Note Policy. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, 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.

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

SECTION 3.3. Custody of Receivable Files.

(a) In connection with the sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent shall enter into the Custodian Agreement with the Custodian, dated as of August 2, 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

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of the Receivable and Receivable File to the purchaser of such Receivable. From time to time as appropriate for servicing and enforcing any Receivable, the Custodian shall, upon written request of an officer of the Servicer and delivery to the Custodian of a receipt signed by such officer, cause the original Receivable and the related Receivable File to be released to the Servicer. The Servicer’s receipt of a Receivable and/or Receivable File shall obligate the Servicer to return the original Receivable and the related Receivable File to the Custodian when its need by the Servicer has ceased unless the Receivable is repurchased as described in Section 3.2, 4.2 or 4.7.

ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1. Duties of the Servicer 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

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

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

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 periodic 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

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receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party Lender Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c) hereof. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

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

(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

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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, acting as agent for the Trust pursuant to the Lockbox Account Agreement, shall use its best efforts to notify or direct Obligors to make all payments on the Receivables, whether by check or by direct debit of the Obligor’s bank account, to be made directly to one or more Lockbox Banks or Lockbox Processors pursuant to the Lockbox Agreements. The Servicer shall use its best efforts to notify or direct any Lockbox Bank or 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 Lockbox Processor (except in the case of Obligors that have already been making such payments to the Lockbox Processor), and shall have provided each such Obligor with remittance invoices in order to enable such Obligors to make such payments directly to the Lockbox Processor for deposit into the Lockbox Account, and the Servicer will continue, not less often than every three months, to so notify those Obligors who have failed to make payments to the Lockbox Processor. 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 for so long as 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

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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 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

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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.

(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

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Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer or AmeriCredit, as appropriate, may not enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner Trustee and/or the Trust Collateral Agent, at AmeriCredit’s expense, or the Seller, at the Seller’s expense, shall take such steps as the Servicer deems reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders. All amounts recovered shall be remitted directly by the Servicer as provided in Section 4.2(e).

(c) Consistent with the standards, policies and procedures required by this Agreement, the Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable to the third-party purchaser; provided, that no more than 20% of the 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

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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.

(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

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

SECTION 4.5. Maintenance of Security Interests in Vehicles.

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

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Controlling Party requests that the title documents be amended prior to the occurrence of an Insurance Agreement Event of Default, the out-of-pocket expenses of the Servicer or the Trust Collateral Agent in connection with such action shall be reimbursed to the Servicer or the Trust Collateral Agent, as applicable, by the Controlling Party. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including execution of Lien Certificates or any other documents in the name and stead of AmeriCredit and the Trust Collateral Agent hereby accepts such appointment.

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

(a) The Servicer covenants as follows:

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

(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.

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(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 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

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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 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), and (iv) all information necessary to enable the Trust Collateral Agent to send the statements to Noteholders and the Insurer 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.

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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 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.

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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 (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 and the Insurer, 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.

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

SECTION 4.13. Monthly Tape. No later than the second Business Day after each Distribution Date (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

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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.

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. 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 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

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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 a statement setting forth at least the following information as to the Notes to the extent such information has been received from the Servicer pursuant to Section 4.9 hereof:

(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 or 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 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 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 the Backup Servicer, the Trust Collateral Agent shall give prompt written notice thereof to each Noteholder, the Insurer and to the Seller (who shall promptly deliver such notice 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, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, 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:

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

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(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.

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ARTICLE XII

Miscellaneous Provisions

SECTION 12.1. Amendment.

(a) This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), with the 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 Seller (who shall deliver such notification to 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.

(a) 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 (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) 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 (i) in the case of the Seller 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, (ii) in the case of the Servicer to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (iii) 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 (iv) 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, (v) 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”); (vi) 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 (vii) 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. Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

(b) If AmeriCredit is no longer the Custodian or the Servicer, any successor Custodian or Servicer, as applicable, shall provide any required Rating Agency notices to the Seller, who shall promptly provide such notice to the Rating Agencies.

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

SECTION 12.5. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the parties hereto, 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).

78

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

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

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

SECTION 12.12. Limitation of Liability of Owner Trustee and 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,

79

warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

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

SECTION 12.13. Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Trust Collateral Agent and 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-B
By:	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:	/s/ J. Christopher Murphy
	Name:	J. Christopher Murphy
	Title:	Financial Services Officer
AFS SENSUB CORP., Seller,
By:	/s/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive Vice President, Structured Finance
AMERICREDIT FINANCIAL SERVICES, INC., Servicer,
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	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

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
422897751	426133674	443457742	443465646	443472535	443479597	443486428	443493366	443500301	443507306
423374305	426134276	443457759	443465653	443472543	443479605	443486436	443493374	443500319	443507314
423524131	426137923	443457767	443465661	443472550	443479613	443486444	443493382	443500327	443507322
423568872	426139093	443457775	443465679	443472568	443479621	443486451	443493390	443500335	443507330
423678762	426140398	443457783	443465687	443472576	443479639	443486469	443493408	443500343	443507348
423726256	426141271	443457809	443465695	443472584	443479647	443486477	443493416	443500350	443507355
423756162	426142188	443457817	443465703	443472592	443479654	443486485	443493424	443500368	443507363
423837046	426146379	443457825	443465711	443472600	443479662	443486493	443493432	443500384	443507371
423981026	426147765	443457833	443465729	443472618	443479670	443486501	443493440	443500392	443507397
424016194	426153623	443457841	443465737	443472626	443479688	443486519	443493457	443500400	443507405
424064095	426153664	443457866	443465745	443472634	443479696	443486527	443493465	443500418	443507413
424134757	426153946	443457874	443465752	443472642	443479704	443486535	443493473	443500426	443507421
424143733	426157251	443457890	443465760	443472659	443479712	443486550	443493481	443500434	443507439
424154037	426158507	443457908	443465778	443472667	443479720	443486568	443493499	443500459	443507447
424173433	426158853	443457916	443465786	443472675	443479738	443486576	443493507	443500467	443507454
424178242	426159067	443457932	443465794	443472683	443479746	443486584	443493515	443500475	443507462
424186518	426160784	443457940	443465802	443472691	443479753	443486592	443493523	443500483	443507470
424189686	426160792	443457957	443465810	443472709	443479761	443486600	443493549	443500491	443507488
424193506	426161717	443457965	443465828	443472717	443479779	443486618	443493556	443500517	443507496
424201820	426161980	443457973	443465836	443472725	443479787	443486626	443493564	443500525	443507504
424222230	426162129	443457981	443465844	443472733	443479795	443486634	443493572	443500533	443507512
424226215	426163853	443458005	443465851	443472741	443479803	443486642	443493580	443500541	443507520
424313583	426163986	443458013	443465869	443472758	443479811	443486659	443493598	443500558	443507538
424332377	426164588	443458021	443465877	443472766	443479829	443486667	443493606	443500566	443507546
424334803	426166559	443458039	443465885	443472774	443479837	443486683	443493614	443500574	443507553
424345312	426167441	443458047	443465893	443472782	443479845	443486691	443493622	443500582	443507561
424414134	426173357	443458054	443465901	443472790	443479852	443486709	443493630	443500608	443507579
424421147	426175055	443458062	443465919	443472808	443479860	443486717	443493648	443500616	443507587
424453512	426176152	443458070	443465927	443472816	443479878	443486725	443493655	443500624	443507595
424471647	426176608	443458096	443465935	443472824	443479886	443486733	443493663	443500632	443507603
424478527	426179826	443458112	443465943	443472832	443479894	443486741	443493671	443500640	443507611
424478998	426180816	443458120	443465950	443472840	443479902	443486758	443493689	443500657	443507629
424494185	426181723	443458146	443465968	443472857	443479910	443486766	443493697	443500665	443507637
424508240	426182176	443458161	443465976	443472865	443479928	443486774	443493705	443500673	443507645
424516094	426187589	443458179	443465984	443472873	443479936	443486782	443493713	443500681	443507660
424533388	426188710	443458187	443465992	443472881	443479944	443486790	443493721	443500699	443507678
424540672	426189189	443458203	443466016	443472899	443479951	443486808	443493739	443500707	443507686
424540763	426191730	443458211	443466024	443472907	443479969	443486816	443493747	443500715	443507694
424549731	426192258	443458229	443466032	443472915	443479977	443486824	443493754	443500723	443507702
424567139	426193033	443458245	443466040	443472931	443479985	443486832	443493762	443500731	443507710
424577831	426193249	443458252	443466057	443472949	443479993	443486840	443493770	443500749	443507728
424590834	426194130	443458286	443466065	443472956	443480009	443486857	443493788	443500756	443507736
424596229	426195780	443458294	443466073	443472964	443480017	443486865	443493796	443500764	443507744
424616563	426196036	443458310	443466081	443472972	443480025	443486873	443493804	443500772	443507751
424625010	426196390	443458328	443466099	443472980	443480033	443486881	443493812	443500780	443507769
424670230	426199634	443458336	443466107	443472998	443480041	443486899	443493820	443500798	443507777
424673408	426201141	443458344	443466115	443473004	443480058	443486907	443493838	443500806	443507785
424682599	426201174	443458351	443466123	443473012	443480066	443486915	443493846	443500814	443507793
424702140	426202156	443458369	443466131	443473020	443480074	443486923	443493853	443500822	443507801
424705788	426202586	443458377	443466149	443473038	443480082	443486931	443493861	443500830	443507819
424715340	426202644	443458385	443466156	443473046	443480090	443486949	443493879	443500848	443507827
424732477	426203832	443458393	443466164	443473053	443480108	443486956	443493887	443500855	443507835
424734739	426204178	443458427	443466172	443473061	443480116	443486964	443493895	443500863	443507843
424740454	426204681	443458435	443466180	443473079	443480124	443486972	443493903	443500871	443507868
424741643	426207155	443458443	443466198	443473087	443480132	443486980	443493911	443500889	443507876
424747228	426208914	443458468	443466206	443473095	443480140	443486998	443493929	443500897	443507884
424774131	426211645	443458484	443466214	443473103	443480157	443487004	443493937	443500905	443507892
424787257	426212106	443458492	443466222	443473111	443480165	443487012	443493945	443500913	443507900
424815447	426214011	443458500	443466230	443473129	443480173	443487020	443493952	443500921	443507918
424818680	426215463	443458518	443466248	443473137	443480181	443487038	443493960	443500939	443507926
424825941	426219663	443458526	443466255	443473145	443480199	443487046	443493978	443500947	443507934
424832632	426220380	443458542	443466263	443473152	443480207	443487053	443493986	443500954	443507942
424839025	426220711	443458567	443466271	443473160	443480215	443487061	443493994	443500962	443507959
424842094	426221347	443458575	443466289	443473178	443480223	443487079	443494000	443500970	443507967
424859247	426221578	443458591	443466297	443473186	443480231	443487087	443494018	443500988	443507975
424891240	426222345	443458617	443466305	443473194	443480249	443487095	443494034	443500996	443507983
424899615	426222816	443458625	443466313	443473202	443480256	443487103	443494042	443501002	443507991
424903680	426223806	443458633	443466321	443473210	443480264	443487111	443494059	443501010	443508007
424933109	426224275	443458641	443466339	443473228	443480272	443487129	443494067	443501028	443508015
424936839	426225165	443458658	443466347	443473236	443480280	443487137	443494075	443501036	443508023
424943546	426227492	443458666	443466354	443473244	443480298	443487145	443494083	443501044	443508031
424951994	426231494	443458674	443466362	443473251	443480306	443487152	443494091	443501051	443508049
424962918	426231825	443458682	443466370	443473277	443480314	443487160	443494109	443501069	443508056

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443514252	443521117	443528013	443534987	443541842	443548706	443555537	443562400	443569397	443576301
443514260	443521125	443528021	443534995	443541859	443548714	443555545	443562418	443569405	443576319
443514278	443521133	443528039	443535018	443541867	443548722	443555560	443562434	443569413	443576327
443514286	443521141	443528047	443535026	443541875	443548730	443555578	443562442	443569421	443576343
443514294	443521158	443528054	443535034	443541883	443548748	443555586	443562459	443569439	443576350
443514302	443521166	443528062	443535042	443541891	443548755	443555594	443562467	443569447	443576368
443514310	443521174	443528070	443535059	443541909	443548763	443555602	443562475	443569454	443576376
443514328	443521182	443528088	443535067	443541917	443548771	443555610	443562483	443569462	443576384
443514336	443521190	443528096	443535075	443541925	443548789	443555628	443562491	443569470	443576392
443514344	443521208	443528104	443535083	443541933	443548797	443555636	443562509	443569488	443576400
443514351	443521216	443528112	443535091	443541941	443548805	443555644	443562517	443569496	443576418
443514369	443521224	443528120	443535109	443541958	443548813	443555651	443562525	443569504	443576426
443514377	443521232	443528138	443535117	443541966	443548821	443555669	443562533	443569512	443576434
443514385	443521240	443528146	443535125	443541974	443548839	443555677	443562541	443569520	443576442
443514393	443521257	443528153	443535133	443541982	443548847	443555685	443562558	443569546	443576459
443514401	443521265	443528161	443535141	443541990	443548854	443555693	443562566	443569553	443576467
443514419	443521273	443528179	443535158	443542006	443548862	443555701	443562574	443569561	443576475
443514427	443521281	443528187	443535166	443542014	443548870	443555719	443562582	443569579	443576483
443514435	443521299	443528195	443535174	443542022	443548888	443555727	443562590	443569587	443576491
443514443	443521307	443528203	443535182	443542030	443548896	443555735	443562608	443569603	443576509
443514450	443521315	443528211	443535190	443542048	443548904	443555743	443562616	443569611	443576517
443514468	443521323	443528229	443535208	443542055	443548912	443555750	443562624	443569629	443576525
443514476	443521331	443528237	443535216	443542063	443548920	443555768	443562632	443569637	443576533
443514484	443521349	443528245	443535224	443542071	443548938	443555776	443562640	443569645	443576541
443514492	443521356	443528252	443535232	443542089	443548946	443555784	443562657	443569652	443576558
443514500	443521364	443528260	443535240	443542097	443548953	443555792	443562665	443569660	443576566
443514518	443521372	443528278	443535257	443542105	443548961	443555800	443562673	443569678	443576574
443514526	443521380	443528286	443535265	443542113	443548979	443555818	443562681	443569686	443576582
443514534	443521398	443528294	443535273	443542121	443548987	443555826	443562699	443569694	443576590
443514542	443521406	443528302	443535281	443542139	443548995	443555834	443562715	443569710	443576608
443514559	443521414	443528310	443535299	443542147	443549001	443555842	443562723	443569728	443576616
443514567	443521422	443528328	443535307	443542154	443549019	443555859	443562731	443569736	443576624
443514575	443521430	443528336	443535315	443542162	443549027	443555867	443562749	443569744	443576632
443514583	443521448	443528344	443535323	443542170	443549035	443555875	443562756	443569751	443576640
443514591	443521455	443528351	443535331	443542196	443549043	443555883	443562764	443569769	443576657
443514609	443521463	443528369	443535349	443542204	443549050	443555891	443562772	443569777	443576665
443514617	443521471	443528377	443535356	443542212	443549068	443555909	443562780	443569785	443576673
443514625	443521489	443528385	443535364	443542220	443549084	443555917	443562798	443569793	443576681
443514633	443521497	443528393	443535372	443542238	443549092	443555925	443562806	443569801	443576699
443514641	443521505	443528401	443535380	443542246	443549100	443555933	443562814	443569819	443576707
443514658	443521513	443528419	443535398	443542253	443549118	443555941	443562822	443569827	443576715
443514666	443521521	443528427	443535406	443542261	443549126	443555958	443562830	443569835	443576723
443514674	443521539	443528435	443535414	443542279	443549134	443555966	443562848	443569843	443576731
443514682	443521547	443528443	443535422	443542287	443549142	443555974	443562855	443569850	443576749
443514690	443521554	443528450	443535430	443542295	443549159	443555982	443562863	443569868	443576756
443514708	443521562	443528468	443535448	443542303	443549167	443555990	443562871	443569876	443576764
443514716	443521570	443528476	443535455	443542311	443549175	443556006	443562889	443569884	443576772
443514724	443521588	443528484	443535463	443542329	443549183	443556014	443562897	443569892	443576780
443514732	443521596	443528492	443535471	443542337	443549191	443556022	443562905	443569900	443576798
443514740	443521604	443528500	443535489	443542345	443549209	443556048	443562913	443569918	443576806
443514757	443521612	443528518	443535497	443542352	443549217	443556055	443562921	443569926	443576814
443514765	443521620	443528526	443535505	443542360	443549225	443556063	443562939	443569934	443576822
443514773	443521638	443528534	443535513	443542378	443549233	443556071	443562947	443569942	443576830
443514799	443521646	443528559	443535521	443542386	443549241	443556089	443562954	443569959	443576848
443514807	443521653	443528567	443535539	443542394	443549258	443556097	443562962	443569967	443576855
443514815	443521661	443528575	443535547	443542402	443549266	443556105	443562970	443569975	443576863
443514823	443521679	443528591	443535554	443542410	443549274	443556113	443562988	443569983	443576871
443514831	443521687	443528609	443535562	443542428	443549282	443556121	443562996	443569991	443576889
443514849	443521695	443528617	443535570	443542436	443549290	443556139	443563002	443570007	443576897
443514856	443521703	443528625	443535588	443542444	443549308	443556147	443563010	443570015	443576905
443514864	443521711	443528633	443535596	443542451	443549316	443556154	443563028	443570031	443576913
443514872	443521729	443528641	443535604	443542469	443549324	443556162	443563036	443570049	443576921
443514880	443521737	443528658	443535612	443542477	443549332	443556170	443563044	443570056	443576939
443514898	443521745	443528666	443535620	443542485	443549340	443556188	443563051	443570072	443576947
443514906	443521752	443528674	443535638	443542493	443549357	443556196	443563069	443570080	443576954
443514914	443521760	443528682	443535646	443542501	443549365	443556204	443563077	443570098	443576962
443514922	443521778	443528690	443535653	443542519	443549373	443556212	443563085	443570106	443576970
443514930	443521786	443528708	443535661	443542527	443549381	443556220	443563093	443570114	443576988
443514948	443521794	443528716	443535679	443542535	443549399	443556238	443563101	443570122	443576996
443514955	443521810	443528724	443535687	443542543	443549407	443556246	443563127	443570130	443577002
443514963	443521828	443528732	443535695	443542550	443549415	443556253	443563135	443570148	443577010
443514971	443521836	443528740	443535703	443542568	443549423	443556261	443563143	443570155	443577028
443514989	443521844	443528757	443535711	443542576	443549431	443556279	443563150	443570163	443577036

Sch-A-1

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424966091	426233821	443458690	443466388	443473293	443480322	443487178	443494117	443501077	443508064
425025095	426234175	443458716	443466396	443473319	443480330	443487186	443494125	443501085	443508072
425040565	426234597	443458724	443466404	443473327	443480348	443487194	443494133	443501093	443508080
425047354	426236089	443458732	443466412	443473335	443480355	443487202	443494141	443501101	443508098
425053832	426236170	443458740	443466420	443473343	443480363	443487210	443494158	443501119	443508106
425056264	426236691	443458757	443466438	443473350	443480371	443487228	443494166	443501127	443508114
425066719	426237335	443458765	443466446	443473368	443480389	443487236	443494174	443501135	443508122
425070794	426240222	443458773	443466453	443473376	443480397	443487244	443494182	443501143	443508130
425079910	426241246	443458781	443466461	443473384	443480405	443487251	443494190	443501150	443508148
425086246	426243739	443458799	443466479	443473392	443480413	443487269	443494208	443501168	443508155
425087749	426244497	443458807	443466487	443473400	443480421	443487277	443494216	443501184	443508163
425092434	426244513	443458815	443466495	443473418	443480439	443487285	443494224	443501192	443508171
425095387	426244679	443458823	443466503	443473426	443480447	443487293	443494240	443501200	443508189
425123056	426245809	443458831	443466511	443473434	443480454	443487301	443494257	443501226	443508197
425127354	426248738	443458849	443466529	443473442	443480462	443487319	443494265	443501234	443508205
425146677	426248951	443458856	443466537	443473459	443480470	443487327	443494273	443501242	443508213
425150711	426249215	443458864	443466545	443473467	443480488	443487335	443494281	443501259	443508221
425152154	426249314	443458872	443466552	443473475	443480496	443487343	443494299	443501267	443508239
425165909	426249561	443458880	443466560	443473483	443480504	443487350	443494307	443501275	443508247
425166311	426251203	443458898	443466578	443473491	443480512	443487368	443494315	443501283	443508254
425172079	426251989	443458906	443466586	443473509	443480538	443487376	443494323	443501291	443508262
425172830	426253274	443458914	443466594	443473517	443480546	443487384	443494331	443501309	443508270
425191590	426255444	443458922	443466602	443473525	443480553	443487392	443494349	443501325	443508288
425199932	426255782	443458948	443466628	443473533	443480561	443487400	443494356	443501333	443508296
425202322	426256582	443458955	443466636	443473541	443480579	443487418	443494364	443501341	443508304
425202843	426257614	443458963	443466651	443473558	443480587	443487426	443494372	443501366	443508312
425206943	426257747	443458971	443466669	443473574	443480595	443487434	443494380	443501374	443508320
425210457	426258737	443458989	443466677	443473582	443480603	443487442	443494398	443501382	443508338
425214731	426259305	443458997	443466685	443473590	443480611	443487459	443494406	443501390	443508346
425214855	426260733	443459003	443466693	443473608	443480629	443487467	443494414	443501408	443508353
425215746	426261954	443459011	443466701	443473616	443480637	443487475	443494422	443501416	443508361
425218963	426262499	443459029	443466719	443473624	443480645	443487483	443494430	443501424	443508379
425220688	426265518	443459037	443466727	443473640	443480660	443487491	443494448	443501432	443508387
425224722	426273546	443459045	443466735	443473657	443480678	443487509	443494455	443501440	443508395
425226818	426274049	443459060	443466743	443473665	443480686	443487517	443494463	443501457	443508403
425227089	426274189	443459078	443466750	443473673	443480694	443487525	443494471	443501465	443508411
425228350	426275509	443459086	443466768	443473699	443480702	443487533	443494489	443501473	443508429
425228566	426276911	443459102	443466776	443473707	443480710	443487541	443494497	443501481	443508437
425228624	426277844	443459128	443466784	443473715	443480728	443487558	443494505	443501499	443508445
425229705	426278990	443459136	443466792	443473723	443480736	443487566	443494513	443501507	443508452
425230646	426280772	443459144	443466800	443473731	443480744	443487574	443494539	443501515	443508460
425233988	426280830	443459151	443466818	443473749	443480751	443487582	443494547	443501523	443508478
425239050	426282380	443459169	443466826	443473756	443480769	443487590	443494554	443501531	443508486
425239357	426283693	443459185	443466834	443473764	443480777	443487608	443494562	443501549	443508494
425241874	426285763	443459193	443466842	443473772	443480785	443487616	443494570	443501556	443508502
425241940	426287371	443459219	443466859	443473798	443480793	443487624	443494588	443501564	443508510
425243698	426291456	443459227	443466867	443473806	443480801	443487632	443494596	443501572	443508528
425246014	426293056	443459235	443466875	443473814	443480819	443487640	443494604	443501580	443508536
425249141	426293742	443459250	443466883	443473830	443480827	443487657	443494612	443501598	443508544
425250180	426294013	443459268	443466891	443473855	443480835	443487665	443494620	443501606	443508551
425250545	426301958	443459276	443466909	443473863	443480843	443487673	443494638	443501614	443508569
425252012	426304028	443459284	443466925	443473871	443480850	443487681	443494646	443501622	443508577
425253457	426304200	443459292	443466933	443473889	443480868	443487699	443494653	443501630	443508585
425255437	426306163	443459318	443466941	443473897	443480876	443487707	443494661	443501648	443508593
425257979	426310389	443459326	443466958	443473905	443480884	443487715	443494679	443501655	443508601
425259561	426310793	443459334	443466966	443473913	443480892	443487723	443494687	443501671	443508619
425260288	426311304	443459342	443466974	443473921	443480900	443487731	443494695	443501689	443508627
425262193	426311429	443459359	443466982	443473939	443480918	443487749	443494703	443501697	443508635
425262383	426311866	443459367	443466990	443473947	443480926	443487756	443494711	443501705	443508643
425263241	426312864	443459375	443467006	443473962	443480934	443487764	443494729	443501713	443508650
425264041	426315156	443459383	443467014	443473970	443480942	443487772	443494737	443501721	443508668
425265733	426315230	443459391	443467022	443473988	443480959	443487780	443494745	443501739	443508676
425266541	426315545	443459409	443467030	443473996	443480967	443487798	443494752	443501747	443508684
425267085	426316634	443459417	443467048	443474002	443480975	443487806	443494760	443501754	443508692
425267184	426317681	443459425	443467055	443474010	443480983	443487814	443494778	443501762	443508700
425267978	426319331	443459433	443467063	443474028	443480991	443487822	443494786	443501770	443508718
425271590	426319661	443459458	443467071	443474036	443481007	443487830	443494794	443501788	443508726
425271822	426320263	443459474	443467089	443474044	443481015	443487855	443494802	443501796	443508734
425272960	426323267	443459482	443467097	443474051	443481023	443487863	443494810	443501804	443508742
425277159	426323390	443459490	443467105	443474069	443481031	443487871	443494828	443501812	443508759
425279411	426323754	443459508	443467113	443474077	443481049	443487889	443494836	443501820	443508767
425279627	426324380	443459516	443467121	443474085	443481056	443487905	443494844	443501838	443508775
425280187	426327359	443459540	443467139	443474093	443481064	443487913	443494851	443501846	443508783

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443514997	443521851	443528765	443535729	443542584	443549449	443556287	443563168	443570171	443577044
443515002	443521869	443528773	443535737	443542592	443549456	443556295	443563176	443570189	443577051
443515010	443521885	443528781	443535745	443542600	443549464	443556303	443563184	443570197	443577069
443515028	443521893	443528799	443535752	443542618	443549472	443556311	443563192	443570205	443577077
443515036	443521901	443528815	443535760	443542626	443549480	443556329	443563200	443570213	443577085
443515044	443521919	443528823	443535778	443542634	443549498	443556337	443563218	443570221	443577093
443515051	443521927	443528831	443535786	443542642	443549506	443556345	443563226	443570239	443577101
443515069	443521935	443528849	443535794	443542659	443549514	443556352	443563234	443570247	443577119
443515077	443521943	443528856	443535810	443542667	443549522	443556360	443563242	443570254	443577127
443515085	443521950	443528864	443535828	443542675	443549530	443556378	443563259	443570262	443577135
443515093	443521968	443528872	443535836	443542683	443549548	443556386	443563267	443570270	443577143
443515101	443521976	443528880	443535844	443542691	443549555	443556394	443563275	443570288	443577150
443515127	443521984	443528906	443535869	443542709	443549563	443556402	443563283	443570296	443577168
443515135	443521992	443528914	443535877	443542725	443549571	443556410	443563291	443570304	443577176
443515143	443522008	443528922	443535885	443542733	443549589	443556428	443563309	443570312	443577184
443515150	443522016	443528930	443535893	443542741	443549597	443556436	443563317	443570320	443577192
443515168	443522024	443528948	443535901	443542758	443549605	443556444	443563325	443570338	443577200
443515176	443522032	443528955	443535919	443542766	443549613	443556451	443563333	443570346	443577218
443515184	443522040	443528963	443535927	443542774	443549621	443556469	443563341	443570353	443577226
443515200	443522057	443528971	443535935	443542782	443549639	443556477	443563358	443570361	443577234
443515218	443522065	443528989	443535943	443542790	443549647	443556485	443563366	443570379	443577242
443515226	443522073	443528997	443535950	443542808	443549654	443556493	443563374	443570387	443577259
443515234	443522081	443529003	443535968	443542816	443549662	443556501	443563382	443570395	443577267
443515242	443522099	443529011	443535976	443542824	443549670	443556519	443563408	443570403	443577275
443515259	443522107	443529029	443535984	443542832	443549688	443556527	443563416	443570411	443577283
443515267	443522115	443529037	443535992	443542840	443549696	443556535	443563424	443570429	443577291
443515275	443522123	443529052	443536008	443542857	443549704	443556543	443563432	443570437	443577309
443515283	443522131	443529060	443536016	443542865	443549712	443556550	443563440	443570445	443577317
443515291	443522149	443529078	443536024	443542873	443549720	443556576	443563457	443570452	443577325
443515309	443522156	443529086	443536032	443542881	443549738	443556584	443563465	443570460	443577333
443515317	443522164	443529094	443536040	443542907	443549746	443556592	443563473	443570478	443577341
443515325	443522172	443529102	443536057	443542915	443549753	443556600	443563481	443570486	443577358
443515333	443522180	443529128	443536065	443542931	443549761	443556618	443563499	443570494	443577366
443515358	443522198	443529136	443536073	443542949	443549779	443556626	443563507	443570502	443577374
443515366	443522206	443529144	443536081	443542956	443549787	443556634	443563515	443570528	443577382
443515382	443522214	443529151	443536099	443542964	443549795	443556642	443563523	443570536	443577390
443515390	443522222	443529169	443536107	443542972	443549803	443556659	443563531	443570544	443577408
443515408	443522230	443529185	443536115	443542980	443549811	443556667	443563549	443570551	443577416
443515416	443522248	443529193	443536123	443542998	443549829	443556675	443563556	443570569	443577424
443515424	443522255	443529201	443536131	443543004	443549837	443556683	443563564	443570577	443577432
443515432	443522263	443529219	443536149	443543012	443549845	443556691	443563580	443570585	443577440
443515440	443522271	443529227	443536156	443543020	443549852	443556709	443563598	443570593	443577457
443515457	443522289	443529235	443536164	443543038	443549860	443556717	443563606	443570601	443577465
443515465	443522297	443529250	443536172	443543046	443549878	443556725	443563614	443570619	443577473
443515473	443522305	443529268	443536198	443543053	443549886	443556733	443563622	443570627	443577481
443515481	443522313	443529276	443536206	443543061	443549894	443556741	443563630	443570635	443577499
443515499	443522321	443529284	443536214	443543079	443549902	443556758	443563648	443570643	443577507
443515507	443522339	443529292	443536222	443543087	443549910	443556766	443563655	443570650	443577515
443515515	443522347	443529300	443536230	443543095	443549928	443556774	443563663	443570668	443577523
443515523	443522354	443529318	443536248	443543103	443549936	443556782	443563671	443570676	443577531
443515531	443522362	443529326	443536255	443543111	443549944	443556790	443563689	443570684	443577549
443515549	443522370	443529334	443536263	443543129	443549951	443556808	443563697	443570692	443577556
443515556	443522388	443529342	443536271	443543137	443549969	443556816	443563705	443570700	443577564
443515564	443522396	443529359	443536289	443543145	443549977	443556824	443563713	443570718	443577572
443515572	443522404	443529367	443536297	443543152	443549985	443556832	443563721	443570726	443577580
443515580	443522412	443529375	443536305	443543160	443549993	443556840	443563739	443570734	443577598
443515598	443522420	443529383	443536313	443543178	443550009	443556857	443563747	443570742	443577606
443515606	443522438	443529391	443536321	443543186	443550017	443556865	443563754	443570759	443577614
443515614	443522446	443529409	443536339	443543194	443550025	443556873	443563762	443570767	443577622
443515622	443522453	443529417	443536347	443543202	443550033	443556881	443563788	443570775	443577648
443515630	443522461	443529425	443536354	443543210	443550041	443556899	443563796	443570783	443577655
443515648	443522479	443529433	443536362	443543228	443550058	443556907	443563804	443570791	443577663
443515655	443522487	443529441	443536370	443543236	443550066	443556915	443563812	443570809	443577671
443515663	443522495	443529458	443536388	443543244	443550074	443556923	443563820	443570817	443577689
443515671	443522503	443529466	443536396	443543251	443550082	443556931	443563838	443570825	443577697
443515689	443522511	443529474	443536404	443543269	443550090	443556949	443563846	443570833	443577705
443515697	443522529	443529482	443536412	443543277	443550108	443556956	443563853	443570841	443577713
443515705	443522537	443529490	443536420	443543285	443550124	443556964	443563861	443570858	443577721
443515713	443522545	443529508	443536438	443543293	443550132	443556972	443563879	443570866	443577739
443515721	443522552	443529516	443536446	443543301	443550140	443556980	443563887	443570874	443577747
443515739	443522560	443529524	443536453	443543319	443550165	443556998	443563895	443570882	443577754
443515747	443522578	443529532	443536461	443543327	443550173	443557004	443563903	443570890	443577762
443515754	443522586	443529540	443536479	443543335	443550181	443557012	443563929	443570908	443577770

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425283918	426327698	443459557	443467154	443474119	443481072	443487921	443494869	443501853	443508791
425284395	426329603	443459565	443467162	443474127	443481080	443487939	443494877	443501861	443508817
425284684	426329835	443459573	443467170	443474135	443481098	443487947	443494885	443501879	443508825
425284718	426330411	443459581	443467188	443474143	443481106	443487954	443494893	443501887	443508833
425285756	426332805	443459599	443467196	443474150	443481114	443487962	443494901	443501895	443508841
425288891	426333050	443459607	443467204	443474168	443481122	443487970	443494919	443501903	443508858
425292828	426333431	443459615	443467212	443474176	443481130	443487988	443494927	443501911	443508866
425295425	426333514	443459623	443467220	443474184	443481148	443487996	443494935	443501929	443508874
425295664	426336491	443459631	443467238	443474192	443481155	443488002	443494943	443501937	443508882
425296563	426337499	443459649	443467246	443474200	443481163	443488010	443494950	443501945	443508890
425296860	426338497	443459680	443467261	443474218	443481171	443488028	443494968	443501960	443508908
425298080	426339446	443459698	443467279	443474226	443481189	443488036	443494976	443501978	443508916
425298924	426339461	443459706	443467287	443474234	443481197	443488044	443494984	443501986	443508924
425302692	426340709	443459722	443467295	443474242	443481205	443488051	443494992	443502000	443508932
425303286	426341830	443459730	443467303	443474259	443481213	443488069	443495007	443502018	443508940
425319977	426342523	443459748	443467311	443474267	443481221	443488077	443495015	443502026	443508957
425323466	426343612	443459755	443467329	443474275	443481239	443488085	443495023	443502034	443508965
425325701	426344719	443459763	443467337	443474283	443481247	443488093	443495031	443502042	443508973
425326709	426345591	443459771	443467345	443474291	443481254	443488101	443495049	443502059	443508981
425330875	426345641	443459789	443467352	443474309	443481262	443488119	443495056	443502067	443508999
425333887	426346730	443459797	443467360	443474317	443481270	443488127	443495064	443502075	443509005
425307642	426350369	443459805	443467378	443474325	443481288	443488135	443495072	443502083	443509013
425309192	426350880	443459813	443467386	443474333	443481296	443488143	443495080	443502091	443509021
425310737	426351771	443459821	443467394	443474358	443481304	443488150	443495098	443502109	443509039
425314655	426355566	443459839	443467402	443474366	443481312	443488168	443495106	443502117	443509047
425318383	426357356	443459847	443467410	443474374	443481320	443488176	443495114	443502125	443509054
425318706	426357885	443459854	443467428	443474382	443481338	443488184	443495122	443502133	443509062
425337573	426359279	443459862	443467436	443474390	443481346	443488192	443495130	443502141	443509070
425337714	426360590	443459870	443467444	443474408	443481353	443488200	443495148	443502158	443509088
425338076	426360897	443459888	443467451	443474416	443481361	443488218	443495155	443502166	443509104
425340908	426361739	443459896	443467469	443474432	443481379	443488226	443495163	443502174	443509112
425345618	426362554	443459904	443467477	443474440	443481387	443488234	443495171	443502182	443509120
425346020	426364600	443459938	443467485	443474457	443481395	443488242	443495189	443502190	443509138
425349198	426365425	443459946	443467493	443474465	443481403	443488259	443495197	443502208	443509153
425351145	426368767	443459953	443467501	443474473	443481411	443488267	443495205	443502216	443509161
425351251	426370813	443459961	443467519	443474481	443481429	443488275	443495213	443502224	443509179
425351301	426371282	443459979	443467527	443474499	443481437	443488283	443495221	443502232	443509187
425353059	426372702	443459987	443467535	443474507	443481445	443488291	443495239	443502240	443509195
425355476	426374542	443459995	443467543	443474515	443481452	443488309	443495254	443502265	443509203
425358777	426377552	443460001	443467550	443474523	443481460	443488317	443495262	443502273	443509211
425360252	426378618	443460027	443467568	443474531	443481478	443488325	443495270	443502281	443509229
425361292	426379384	443460035	443467576	443474549	443481486	443488333	443495288	443502299	443509245
425361698	426386405	443460050	443467584	443474572	443481494	443488341	443495296	443502307	443509252
425370368	426386959	443460068	443467592	443474580	443481502	443488358	443495304	443502315	443509260
425370921	426387262	443460076	443467600	443474598	443481510	443488366	443495312	443502323	443509278
425372323	426387270	443460084	443467618	443474606	443481528	443488374	443495320	443502331	443509286
425372562	426388054	443460092	443467626	443474614	443481536	443488382	443495338	443502349	443509310
425376696	426389235	443460100	443467634	443474622	443481544	443488390	443495346	443502356	443509328
425376837	426391280	443460126	443467642	443474630	443481551	443488408	443495353	443502364	443509336
425378486	426394847	443460134	443467659	443474648	443481569	443488416	443495361	443502372	443509344
425383205	426395950	443460142	443467667	443474655	443481577	443488424	443495379	443502380	443509351
425384518	426396099	443460159	443467675	443474663	443481585	443488440	443495387	443502398	443509369
425387636	426396693	443460167	443467683	443474671	443481593	443488457	443495403	443502406	443509377
425388436	426398202	443460175	443467691	443474689	443481601	443488465	443495411	443502422	443509385
425389699	426399382	443460183	443467709	443474697	443481619	443488473	443495429	443502448	443509393
425391596	426402137	443460191	443467717	443474705	443481627	443488481	443495437	443502455	443509401
425391901	426402905	443460217	443467725	443474713	443481635	443488499	443495445	443502463	443509419
425392248	426403192	443460225	443467733	443474721	443481643	443488507	443495452	443502471	443509427
425392859	426403739	443460233	443467741	443474739	443481650	443488515	443495460	443502489	443509443
425396314	426412748	443460241	443467758	443474747	443481668	443488523	443495478	443502497	443509450
425397197	426415105	443460258	443467766	443474754	443481676	443488531	443495486	443502505	443509468
425401361	426415113	443460266	443467774	443474762	443481684	443488549	443495494	443502513	443509476
425404027	426415394	443460274	443467782	443474770	443481692	443488556	443495502	443502521	443509484
425404167	426417416	443460282	443467790	443474788	443481700	443488564	443495510	443502539	443509492
425408689	426418950	443460290	443467808	443474796	443481718	443488572	443495528	443502547	443509500
425410255	426421269	443460308	443467816	443474804	443481726	443488580	443495536	443502554	443509518
425410925	426421459	443460316	443467824	443474812	443481734	443488598	443495551	443502562	443509526
425411956	426423216	443460332	443467832	443474820	443481742	443488606	443495569	443502570	443509534
425412459	426423968	443460340	443467840	443474846	443481759	443488614	443495577	443502588	443509542
425412806	426426094	443460357	443467857	443474853	443481767	443488622	443495585	443502596	443509559
425413135	426426300	443460365	443467865	443474861	443481775	443488630	443495593	443502604	443509567
425413523	426426532	443460399	443467873	443474879	443481783	443488655	443495601	443502612	443509575
425414489	426426623	443460407	443467881	443474887	443481791	443488663	443495619	443502620	443509583

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443515762	443522594	443529557	443536487	443543343	443550199	443557038	443563937	443570916	443577788
443515770	443522602	443529565	443536495	443543350	443550215	443557046	443563945	443570924	443577796
443515788	443522610	443529573	443536503	443543368	443550223	443557053	443563952	443570957	443577812
443515796	443522628	443529581	443536511	443543376	443550231	443557061	443563960	443570965	443577820
443515804	443522636	443529599	443536529	443543384	443550249	443557079	443563978	443570973	443577838
443515812	443522644	443529607	443536537	443543392	443550256	443557087	443563986	443570981	443577846
443515820	443522651	443529623	443536545	443543400	443550264	443557103	443563994	443570999	443577853
443515838	443522669	443529649	443536552	443543418	443550272	443557111	443564000	443571005	443577861
443515846	443522677	443529656	443536560	443543426	443550280	443557129	443564018	443571013	443577879
443515853	443522685	443529664	443536578	443543434	443550298	443557137	443564026	443571021	443577887
443515861	443522693	443529672	443536586	443543442	443550306	443557145	443564034	443571039	443577895
443515879	443522701	443529680	443536594	443543459	443550314	443557152	443564042	443571047	443577903
443515887	443522719	443529698	443536602	443543467	443550322	443557160	443564059	443571054	443577911
443515895	443522727	443529706	443536610	443543475	443550330	443557178	443564067	443571062	443577929
443515903	443522735	443529714	443536628	443543483	443550348	443557186	443564083	443571070	443577937
443515911	443522743	443529722	443536636	443543491	443550355	443557194	443564091	443571088	443577945
443515929	443522750	443529730	443536644	443543509	443550363	443557202	443564109	443571096	443577960
443515937	443522768	443529748	443536651	443543517	443550371	443557210	443564117	443571104	443577978
443515945	443522776	443529755	443536669	443543525	443550389	443557228	443564125	443571112	443577986
443515952	443522784	443529763	443536677	443543541	443550397	443557236	443564133	443571120	443577994
443515960	443522792	443529771	443536685	443543558	443550405	443557244	443564158	443571138	443578000
443515978	443522800	443529789	443536693	443543566	443550413	443557251	443564166	443571146	443578018
443515994	443522818	443529797	443536701	443543574	443550421	443557269	443564174	443571153	443578026
443516000	443522826	443529805	443536719	443543582	443550447	443557277	443564182	443571161	443578034
443516018	443522834	443529813	443536727	443543590	443550454	443557285	443564190	443571179	443578042
443516026	443522859	443529821	443536735	443543608	443550462	443557293	443564208	443571187	443578059
443516034	443522867	443529839	443536743	443543616	443550470	443557301	443564216	443571195	443578067
443516042	443522875	443529847	443536750	443543624	443550488	443557319	443564224	443571203	443578075
443516067	443522883	443529862	443536768	443543632	443550496	443557327	443564232	443571211	443578083
443516075	443522891	443529870	443536776	443543640	443550504	443557335	443564240	443571229	443578091
443516083	443522909	443529888	443536784	443543657	443550512	443557343	443564257	443571237	443578109
443516091	443522925	443529896	443536792	443543665	443550520	443557350	443564265	443571245	443578117
443516109	443522933	443529904	443536800	443543673	443550538	443557368	443564273	443571252	443578125
443516117	443522941	443529912	443536818	443543681	443550553	443557376	443564281	443571260	443578133
443516125	443522958	443529920	443536826	443543699	443550561	443557384	443564299	443571278	443578141
443516133	443522966	443529938	443536834	443543707	443550579	443557392	443564307	443571286	443578158
443516141	443522974	443529946	443536842	443543715	443550587	443557400	443564315	443571294	443578166
443516158	443522982	443529953	443536859	443543723	443550595	443557418	443564323	443571302	443578174
443516166	443522990	443529961	443536867	443543731	443550603	443557426	443564331	443571310	443578182
443516174	443523006	443529979	443536875	443543749	443550611	443557434	443564349	443571328	443578190
443516182	443523022	443529987	443536883	443543756	443550629	443557442	443564356	443571336	443578208
443516190	443523030	443529995	443536891	443543764	443550637	443557459	443564364	443571344	443578216
443516208	443523048	443530001	443536909	443543772	443550645	443557467	443564372	443571351	443578224
443516216	443523055	443530019	443536917	443543780	443550652	443557475	443564380	443571369	443578232
443516224	443523063	443530027	443536925	443543798	443550660	443557483	443564398	443571377	443578240
443516232	443523071	443530035	443536933	443543806	443550678	443557491	443564406	443571385	443578257
443516240	443523089	443530043	443536941	443543814	443550686	443557509	443564414	443571393	443578265
443516257	443523097	443530050	443536958	443543822	443550694	443557517	443564422	443571419	443578273
443516265	443523105	443530068	443536966	443543830	443550702	443557525	443564430	443571427	443578281
443516273	443523113	443530076	443536974	443543848	443550710	443557533	443564448	443571435	443578299
443516281	443523139	443530084	443536982	443543855	443550728	443557541	443564455	443571443	443578307
443516299	443523147	443530092	443536990	443543863	443550744	443557558	443564463	443571450	443578315
443516307	443523154	443530100	443537006	443543871	443550751	443557566	443564471	443571468	443578331
443516315	443523162	443530118	443537014	443543889	443550769	443557574	443564489	443571476	443578349
443516323	443523170	443530126	443537022	443543897	443550777	443557582	443564497	443571484	443578356
443516331	443523188	443530134	443537030	443543905	443550785	443557590	443564505	443571492	443578364
443516349	443523196	443530142	443537048	443543913	443550793	443557608	443564513	443571500	443578372
443516356	443523204	443530159	443537055	443543921	443550801	443557616	443564521	443571518	443578398
443516364	443523212	443530167	443537063	443543939	443550819	443557624	443564539	443571526	443578406
443516372	443523220	443530175	443537071	443543947	443550827	443557632	443564547	443571534	443578414
443516380	443523238	443530183	443537089	443543954	443550835	443557640	443564554	443571542	443578422
443516398	443523246	443530191	443537097	443543962	443550843	443557665	443564562	443571559	443578430
443516406	443523253	443530209	443537105	443543970	443550850	443557673	443564570	443571567	443578455
443516414	443523261	443530217	443537113	443543988	443550868	443557681	443564588	443571575	443578463
443516422	443523279	443530225	443537121	443543996	443550876	443557707	443564596	443571583	443578471
443516430	443523287	443530233	443537139	443544002	443550884	443557715	443564604	443571591	443578489
443516448	443523295	443530241	443537147	443544010	443550892	443557723	443564612	443571609	443578497
443516455	443523303	443530258	443537154	443544028	443550900	443557731	443564638	443571617	443578505
443516463	443523311	443530266	443537162	443544036	443550918	443557749	443564646	443571625	443578513
443516471	443523329	443530274	443537188	443544044	443550926	443557756	443564653	443571633	443578521
443516489	443523337	443530282	443537196	443544051	443550934	443557764	443564661	443571641	443578539
443516497	443523345	443530290	443537204	443544077	443550942	443557772	443564679	443571658	443578547
443516505	443523352	443530308	443537212	443544085	443550959	443557780	443564687	443571666	443578554

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425420387	426431847	443460415	443467899	443474895	443481809	443488671	443495627	443502638	443509591
425426228	426431912	443460423	443467907	443474903	443481817	443488689	443495635	443502646	443509609
425429057	426433827	443460431	443467915	443474911	443481825	443488697	443495643	443502653	443509617
425429073	426434106	443460449	443467923	443474929	443481833	443488705	443495650	443502661	443509625
425429321	426434700	443460456	443467931	443474937	443481841	443488713	443495668	443502679	443509633
425430261	426434858	443460464	443467949	443474945	443481858	443488721	443495676	443502687	443509641
425431194	426435780	443460472	443467956	443474952	443481866	443488739	443495684	443502695	443509658
425431475	426436390	443460480	443467964	443474960	443481874	443488747	443495692	443502703	443509666
425433752	426436788	443460506	443467972	443474978	443481882	443488754	443495700	443502711	443509674
425434305	426436820	443460514	443467980	443474986	443481890	443488762	443495718	443502729	443509682
425437951	426439451	443460522	443467998	443474994	443481908	443488770	443495726	443502737	443509690
425440708	426442539	443460530	443468004	443475009	443481916	443488788	443495742	443502745	443509708
425444262	426443339	443460548	443468012	443475017	443481924	443488796	443495759	443502752	443509716
425444387	426443834	443460555	443468020	443475025	443481932	443488804	443495767	443502760	443509724
425444627	426444295	443460563	443468038	443475033	443481940	443488820	443495775	443502778	443509732
425450483	426446985	443460571	443468046	443475041	443481957	443488838	443495783	443502786	443509740
425453040	426447272	443460597	443468053	443475058	443481965	443488846	443495791	443502794	443509757
425453149	426448197	443460605	443468061	443475074	443481973	443488853	443495809	443502802	443509765
425454170	426448809	443460613	443468079	443475082	443481981	443488861	443495817	443502810	443509773
425454295	426449948	443460621	443468087	443475090	443481999	443488879	443495825	443502828	443509781
425455268	426451027	443460639	443468095	443475108	443482005	443488887	443495833	443502836	443509799
425456472	426451035	443460647	443468103	443475116	443482013	443488895	443495841	443502844	443509807
425457603	426453866	443460654	443468111	443475124	443482021	443488903	443495858	443502851	443509815
425458650	426454096	443460662	443468129	443475132	443482039	443488911	443495866	443502869	443509823
425461126	426457461	443460670	443468137	443475140	443482047	443488929	443495874	443502877	443509831
425463593	426458238	443460688	443468145	443475157	443482054	443488937	443495882	443502885	443509849
425466984	426460200	443460696	443468152	443475165	443482062	443488945	443495908	443502893	443509856
425469566	426460473	443460704	443468160	443475173	443482070	443488952	443495916	443502901	443509864
425470200	426462107	443460720	443468178	443475181	443482088	443488960	443495924	443502919	443509872
425473311	426464079	443460746	443468186	443475199	443482096	443488978	443495932	443502927	443509880
425473501	426466173	443460753	443468194	443475207	443482104	443488986	443495940	443502935	443509898
425474335	426467155	443460761	443468202	443475215	443482112	443488994	443495957	443502943	443509906
425475845	426468740	443460779	443468210	443475223	443482120	443489000	443495965	443502950	443509914
425476140	426468955	443460787	443468228	443475231	443482138	443489018	443495973	443502968	443509922
425476157	426469219	443460795	443468236	443475249	443482146	443489026	443495981	443502976	443509930
425478971	426469722	443460803	443468244	443475256	443482153	443489034	443495999	443502984	443509948
425479219	426470647	443460811	443468251	443475264	443482161	443489059	443496005	443502992	443509955
425479904	426471694	443460829	443468277	443475280	443482179	443489067	443496013	443503008	443509963
425480696	426472718	443460837	443468285	443475298	443482187	443489083	443496021	443503016	443509971
425482072	426473252	443460845	443468293	443475306	443482195	443489091	443496039	443503024	443509989
425482148	426473443	443460860	443468301	443475314	443482203	443489109	443496047	443503032	443509997
425482841	426474870	443460878	443468319	443475322	443482211	443489117	443496054	443503040	443510003
425487774	426475521	443460886	443468327	443475330	443482229	443489125	443496062	443503057	443510011
425487790	426476545	443460902	443468335	443475355	443482237	443489133	443496070	443503065	443510029
425489747	426476768	443460910	443468343	443475363	443482245	443489141	443496088	443503073	443510037
425489846	426478020	443460928	443468350	443475371	443482252	443489158	443496096	443503081	443510045
425493863	426479200	443460936	443468368	443475397	443482260	443489174	443496104	443503099	443510052
425497351	426481073	443460944	443468376	443475405	443482278	443489182	443496112	443503107	443510060
425500667	426482477	443460951	443468384	443475413	443482286	443489190	443496120	443503115	443510078
425500774	426482519	443460969	443468400	443475421	443482294	443489208	443496138	443503123	443510086
425505500	426482527	443460977	443468418	443475439	443482302	443489224	443496146	443503131	443510094
425507175	426487013	443460985	443468426	443475447	443482310	443489232	443496153	443503149	443510102
425507647	426488318	443460993	443468434	443475454	443482328	443489240	443496161	443503156	443510110
425509676	426488714	443461009	443468442	443475462	443482336	443489257	443496179	443503164	443510128
425510815	426488854	443461017	443468459	443475470	443482344	443489265	443496187	443503172	443510144
425512753	426489522	443461025	443468467	443475488	443482351	443489273	443496195	443503180	443510151
425513926	426490140	443461033	443468475	443475496	443482369	443489281	443496203	443503198	443510169
425517166	426490314	443461041	443468483	443475504	443482377	443489299	443496211	443503206	443510177
425517380	426490348	443461066	443468491	443475512	443482385	443489307	443496229	443503214	443510185
425517422	426491445	443461082	443468509	443475520	443482393	443489315	443496237	443503222	443510193
425517547	426493045	443461090	443468517	443475538	443482401	443489323	443496245	443503230	443510201
425520657	426499711	443461108	443468525	443475546	443482419	443489331	443496252	443503248	443510219
425520855	426501193	443461116	443468533	443475553	443482435	443489349	443496260	443503255	443510227
425521911	426503330	443461124	443468541	443475561	443482443	443489364	443496278	443503263	443510235
425522109	426503819	443461132	443468558	443475579	443482450	443489372	443496286	443503271	443510243
425523412	426504882	443461165	443468566	443475587	443482468	443489380	443496294	443503289	443510250
425523495	426506192	443461173	443468574	443475595	443482476	443489398	443496302	443503297	443510268
425524816	426507935	443461181	443468582	443475603	443482484	443489406	443496310	443503305	443510276
425526001	426508602	443461199	443468608	443475611	443482492	443489414	443496328	443503313	443510284
425526142	426509097	443461207	443468616	443475629	443482500	443489422	443496336	443503321	443510292
425527397	426509527	443461231	443468632	443475637	443482518	443489430	443496344	443503339	443510300
425534526	426510111	443461249	443468640	443475645	443482526	443489448	443496351	443503347	443510318
425536133	426511382	443461272	443468657	443475652	443482534	443489455	443496369	443503354	443510326

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443516513	443523360	443530316	443537220	443544093	443550967	443557798	443564695	443571674	443578562
443516521	443523378	443530324	443537238	443544101	443550975	443557806	443564703	443571682	443578570
443516539	443523386	443530332	443537246	443544119	443550983	443557814	443564711	443571690	443578588
443516547	443523394	443530340	443537253	443544127	443550991	443557822	443564729	443571708	443578596
443516554	443523402	443530357	443537261	443544135	443551007	443557830	443564737	443571716	443578604
443516562	443523410	443530365	443537279	443544143	443551015	443557848	443564752	443571724	443578612
443516570	443523428	443530373	443537287	443544150	443551023	443557855	443564760	443571732	443578620
443516588	443523436	443530381	443537295	443544168	443551031	443557863	443564778	443571740	443578638
443516596	443523444	443530399	443537311	443544176	443551049	443557871	443564786	443571757	443578646
443516604	443523451	443530407	443537329	443544184	443551056	443557889	443564794	443571765	443578653
443516612	443523469	443530415	443537337	443544192	443551064	443557897	443564802	443571773	443578661
443516620	443523477	443530423	443537345	443544200	443551072	443557905	443564810	443571781	443578679
443516638	443523485	443530431	443537352	443544218	443551080	443557913	443564828	443571799	443578687
443516646	443523493	443530449	443537360	443544226	443551098	443557921	443564836	443571807	443578695
443516653	443523501	443530456	443537386	443544234	443551106	443557939	443564844	443571815	443578703
443516661	443523519	443530464	443537394	443544242	443551114	443557947	443564851	443571823	443578711
443516679	443523527	443530472	443537402	443544259	443551122	443557954	443564869	443571831	443578729
443516687	443523535	443530480	443537410	443544267	443551130	443557962	443564877	443571849	443578737
443516695	443523543	443530498	443537428	443544275	443551148	443557970	443564885	443571856	443578745
443516703	443523550	443530506	443537436	443544283	443551155	443557988	443564893	443571864	443578752
443516711	443523568	443530514	443537444	443544291	443551163	443557996	443564901	443571880	443578778
443516729	443523576	443530522	443537451	443544309	443551171	443558002	443564919	443571898	443578786
443516737	443523584	443530530	443537469	443544317	443551189	443558010	443564927	443571906	443578794
443516745	443523592	443530548	443537477	443544325	443551197	443558028	443564935	443571914	443578802
443516752	443523600	443530555	443537485	443544333	443551205	443558036	443564943	443571922	443578810
443516760	443523618	443530563	443537493	443544341	443551213	443558044	443564950	443571930	443578828
443516778	443523626	443530571	443537501	443544358	443551221	443558051	443564968	443571955	443578836
443516786	443523634	443530589	443537519	443544366	443551239	443558077	443564976	443571963	443578844
443516794	443523642	443530597	443537527	443544374	443551247	443558085	443564984	443571971	443578851
443516802	443523659	443530605	443537535	443544382	443551254	443558093	443564992	443571989	443578869
443516810	443523667	443530613	443537543	443544390	443551262	443558101	443565007	443571997	443578877
443516828	443523675	443530621	443537550	443544408	443551270	443558119	443565015	443572003	443578885
443516836	443523683	443530639	443537568	443544416	443551288	443558127	443565023	443572011	443578893
443516844	443523691	443530647	443537576	443544424	443551296	443558135	443565031	443572029	443578901
443516851	443523717	443530654	443537584	443544432	443551304	443558143	443565049	443572037	443578919
443516869	443523725	443530662	443537592	443544440	443551312	443558150	443565056	443572045	443578927
443516877	443523733	443530670	443537600	443544457	443551320	443558168	443565064	443572052	443578935
443516885	443523758	443530688	443537618	443544465	443551338	443558176	443565072	443572060	443578943
443516893	443523766	443530696	443537626	443544473	443551346	443558184	443565080	443572078	443578950
443516901	443523774	443530704	443537634	443544481	443551353	443558192	443565098	443572086	443578968
443516919	443523782	443530712	443537642	443544499	443551361	443558200	443565106	443572094	443578976
443516927	443523790	443530720	443537659	443544523	443551379	443558218	443565114	443572102	443578984
443516935	443523808	443530738	443537667	443544531	443551387	443558226	443565122	443572110	443578992
443516943	443523816	443530746	443537675	443544549	443551395	443558234	443565130	443572136	443579008
443516950	443523824	443530753	443537683	443544556	443551403	443558242	443565148	443572151	443579024
443516968	443523832	443530761	443537691	443544564	443551411	443558259	443565155	443572177	443579032
443516976	443523840	443530779	443537717	443544572	443551429	443558267	443565163	443572185	443579040
443516984	443523857	443530787	443537725	443544580	443551437	443558275	443565171	443572193	443579057
443516992	443523865	443530795	443537733	443544606	443551445	443558283	443565189	443572201	443579065
443517008	443523873	443530803	443537741	443544614	443551452	443558291	443565197	443572219	443579073
443517016	443523881	443530811	443537758	443544622	443551460	443558309	443565205	443572227	443579081
443517024	443523899	443530829	443537766	443544630	443551478	443558317	443565213	443572235	443579099
443517032	443523907	443530837	443537774	443544648	443551486	443558325	443565221	443572243	443579107
443517040	443523915	443530845	443537782	443544655	443551494	443558333	443565239	443572250	443579115
443517057	443523923	443530852	443537790	443544663	443551502	443558341	443565247	443572268	443579123
443517073	443523931	443530860	443537808	443544671	443551510	443558358	443565254	443572276	443579131
443517081	443523949	443530878	443537816	443544689	443551528	443558366	443565262	443572284	443579149
443517099	443523956	443530886	443537824	443544697	443551536	443558374	443565270	443572292	443579156
443517107	443523964	443530894	443537832	443544705	443551544	443558382	443565288	443572300	443579164
443517115	443523972	443530902	443537840	443544713	443551551	443558390	443565296	443572318	443579172
443517123	443523980	443530910	443537857	443544721	443551569	443558408	443565304	443572326	443579180
443517131	443523998	443530928	443537865	443544739	443551577	443558416	443565312	443572334	443579198
443517149	443524004	443530936	443537873	443544747	443551585	443558424	443565320	443572342	443579206
443517156	443524012	443530944	443537881	443544754	443551593	443558432	443565338	443572359	443579214
443517164	443524020	443530951	443537899	443544762	443551601	443558440	443565346	443572367	443579222
443517172	443524038	443530969	443537907	443544770	443551619	443558457	443565353	443572375	443579248
443517180	443524046	443530977	443537915	443544788	443551627	443558465	443565361	443572383	443579255
443517198	443524053	443530985	443537923	443544796	443551635	443558473	443565379	443572391	443579263
443517206	443524061	443530993	443537931	443544804	443551643	443558481	443565387	443572409	443579271
443517214	443524079	443531009	443537949	443544812	443551650	443558499	443565395	443572417	443579289
443517222	443524087	443531017	443537956	443544820	443551668	443558507	443565403	443572425	443579297
443517230	443524095	443531025	443537964	443544838	443551676	443558515	443565411	443572433	443579313
443517248	443524103	443531033	443537972	443544846	443551684	443558523	443565429	443572441	443579321

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425546678	426512174	443461280	443468665	443475660	443482542	443489463	443496377	443503362	443510334
425548252	426513073	443461298	443468673	443475678	443482559	443489471	443496385	443503370	443510342
425548351	426515516	443461314	443468681	443475686	443482567	443489489	443496393	443503388	443510359
425548500	426517272	443461322	443468699	443475694	443482575	443489497	443496401	443503396	443510367
425549011	426518619	443461330	443468707	443475702	443482583	443489505	443496419	443503404	443510375
425549243	426519328	443461348	443468715	443475710	443482591	443489513	443496427	443503412	443510383
425555638	426526067	443461363	443468723	443475736	443482609	443489521	443496443	443503420	443510391
425556172	426526943	443461371	443468731	443475744	443482617	443489539	443496450	443503438	443510409
425559994	426527040	443461389	443468749	443475751	443482625	443489547	443496468	443503446	443510417
425565223	426528006	443461397	443468756	443475769	443482633	443489554	443496476	443503453	443510425
425565595	426529913	443461413	443468764	443475785	443482658	443489562	443496484	443503461	443510433
425565629	426530580	443461421	443468772	443475793	443482666	443489570	443496492	443503479	443510441
425567476	426530747	443461439	443468780	443475801	443482674	443489588	443496500	443503487	443510458
425569738	426530887	443461454	443468798	443475819	443482682	443489596	443496518	443503495	443510466
425574456	426534269	443461462	443468806	443475827	443482690	443489604	443496526	443503503	443510474
425575495	426535209	443461470	443468814	443475835	443482708	443489612	443496534	443503511	443510482
425577202	426535316	443461496	443468822	443475843	443482716	443489620	443496542	443503529	443510490
425579612	426536892	443461504	443468830	443475850	443482724	443489638	443496559	443503537	443510508
425580289	426540118	443461512	443468848	443475868	443482732	443489646	443496567	443503545	443510516
425582939	426540357	443461520	443468855	443475876	443482740	443489653	443496583	443503552	443510524
425584810	426540803	443461538	443468863	443475884	443482757	443489661	443496591	443503560	443510532
425585460	426543328	443461546	443468871	443475892	443482765	443489679	443496609	443503578	443510540
425587342	426543492	443461553	443468889	443475900	443482773	443489687	443496617	443503586	443510557
425587888	426544284	443461579	443468897	443475918	443482781	443489695	443496625	443503594	443510565
425592177	426545380	443461587	443468905	443475926	443482799	443489703	443496633	443503602	443510573
425592318	426545687	443461595	443468913	443475934	443482807	443489711	443496658	443503610	443510581
425595345	426546339	443461611	443468921	443475942	443482815	443489729	443496666	443503628	443510607
425596608	426547139	443461629	443468939	443475959	443482823	443489737	443496674	443503636	443510615
425598521	426547212	443461637	443468947	443475967	443482831	443489745	443496682	443503644	443510623
425600301	426547220	443461645	443468954	443475975	443482849	443489752	443496690	443503651	443510631
425601440	426547444	443461660	443468962	443475983	443482856	443489760	443496708	443503669	443510649
425601630	426548855	443461678	443468970	443475991	443482864	443489778	443496716	443503677	443510656
425604246	426549754	443461686	443468988	443476007	443482872	443489786	443496724	443503685	443510664
425607892	426553079	443461694	443468996	443476015	443482880	443489794	443496732	443503693	443510672
425607975	426553475	443461702	443469002	443476023	443482898	443489802	443496740	443503701	443510680
425611035	426553715	443461744	443469010	443476031	443482914	443489810	443496757	443503719	443510698
425612561	426554135	443461751	443469028	443476049	443482922	443489828	443496765	443503727	443510706
425612900	426556080	443461769	443469036	443476056	443482930	443489836	443496773	443503735	443510714
425614138	426556205	443461793	443469044	443476064	443482955	443489844	443496781	443503743	443510722
425617032	426557658	443461819	443469051	443476072	443482963	443489851	443496799	443503750	443510730
425617982	426559431	443461827	443469069	443476080	443482971	443489869	443496807	443503768	443510748
425619392	426559787	443461835	443469077	443476098	443482989	443489877	443496815	443503776	443510755
425620390	426560611	443461843	443469085	443476114	443482997	443489885	443496823	443503784	443510763
425621786	426562450	443461850	443469093	443476122	443483003	443489893	443496831	443503792	443510771
425621968	426568739	443461868	443469101	443476130	443483011	443489919	443496849	443503800	443510789
425624277	426570347	443461884	443469119	443476148	443483029	443489927	443496856	443503818	443510797
425625407	426570693	443461892	443469127	443476155	443483037	443489935	443496872	443503826	443510805
425627155	426572624	443461918	443469135	443476163	443483045	443489943	443496880	443503834	443510813
425628153	426573416	443461926	443469143	443476171	443483052	443489950	443496898	443503842	443510821
425630001	426575692	443461934	443469150	443476189	443483060	443489968	443496906	443503859	443510839
425633005	426576518	443461942	443469168	443476197	443483078	443489976	443496914	443503867	443510847
425633500	426577284	443461959	443469176	443476205	443483086	443489984	443496922	443503875	443510862
425636867	426577565	443461967	443469184	443476221	443483094	443489992	443496930	443503883	443510870
425637782	426578951	443461975	443469192	443476239	443483102	443490008	443496948	443503891	443510888
425638657	426584934	443461983	443469200	443476247	443483110	443490016	443496955	443503909	443510896
425638707	426585352	443461991	443469218	443476254	443483128	443490024	443496963	443503917	443510904
425638871	426586012	443462007	443469226	443476262	443483136	443490032	443496971	443503925	443510912
425639010	426586996	443462015	443469234	443476270	443483144	443490040	443496989	443503941	443510920
425640448	426592895	443462023	443469242	443476288	443483151	443490057	443496997	443503958	443510946
425643475	426594354	443462031	443469259	443476296	443483169	443490065	443497003	443503966	443510953
425644424	426599650	443462056	443469267	443476304	443483177	443490073	443497011	443503974	443510961
425644614	426600631	443462064	443469275	443476312	443483185	443490081	443497029	443503982	443510979
425644978	426692737	443462072	443469283	443476320	443483193	443490099	443497037	443503990	443510987
425647351	432877157	443462080	443469291	443476338	443483201	443490107	443497045	443504006	443510995
425647609	432892032	443462098	443469309	443476346	443483219	443490115	443497052	443504014	443511001
425649720	432896629	443462114	443469325	443476361	443483227	443490123	443497060	443504022	443511019
425649936	432943611	443462130	443469333	443476379	443483235	443490131	443497078	443504030	443511027
425650306	432951499	443462155	443469341	443476387	443483243	443490149	443497086	443504048	443511035
425650454	432958528	443462163	443469358	443476395	443483250	443490156	443497094	443504055	443511050
425651155	433540408	443462171	443469366	443476403	443483268	443490164	443497102	443504063	443511068
425652393	433650652	443462189	443469374	443476411	443483276	443490172	443497128	443504071	443511076
425653193	433674785	443462197	443469382	443476429	443483284	443490180	443497136	443504089	443511084
425654225	433677499	443462213	443469390	443476437	443483292	443490198	443497144	443504105	443511092

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443517255	443524111	443531041	443537980	443544853	443551692	443558531	443565437	443572458	443579339
443517263	443524137	443531058	443537998	443544879	443551700	443558549	443565445	443572466	443579347
443517271	443524145	443531066	443538004	443544887	443551718	443558556	443565452	443572474	443579354
443517289	443524152	443531074	443538012	443544895	443551726	443558564	443565460	443572482	443579362
443517297	443524160	443531082	443538020	443544903	443551734	443558572	443565486	443572490	443579370
443517305	443524178	443531090	443538038	443544911	443551742	443558580	443565494	443572508	443579388
443517313	443524186	443531108	443538053	443544929	443551759	443558598	443565502	443572516	443579396
443517321	443524194	443531116	443538061	443544937	443551767	443558606	443565510	443572524	443579404
443517339	443524202	443531124	443538079	443544945	443551775	443558614	443565528	443572532	443579412
443517347	443524228	443531132	443538087	443544952	443551783	443558622	443565536	443572540	443579420
443517354	443524236	443531140	443538095	443544960	443551791	443558630	443565544	443572557	443579438
443517362	443524244	443531157	443538103	443544978	443551809	443558648	443565551	443572565	443579446
443517370	443524251	443531165	443538111	443544986	443551817	443558655	443565569	443572573	443579453
443517388	443524269	443531173	443538129	443544994	443551825	443558663	443565577	443572581	443579461
443517396	443524277	443531181	443538137	443545009	443551833	443558671	443565585	443572599	443579479
443517404	443524285	443531199	443538145	443545017	443551841	443558689	443565593	443572607	443579487
443517412	443524293	443531207	443538152	443545025	443551858	443558697	443565601	443572615	443579495
443517420	443524301	443531215	443538160	443545033	443551866	443558705	443565619	443572623	443579503
443517438	443524319	443531223	443538178	443545041	443551874	443558713	443565627	443572631	443579511
443517446	443524327	443531231	443538186	443545058	443551882	443558721	443565635	443572649	443579529
443517453	443524335	443531249	443538194	443545066	443551890	443558739	443565643	443572656	443579537
443517461	443524343	443531256	443538202	443545074	443551908	443558747	443565650	443572664	443579545
443517479	443524350	443531264	443538210	443545082	443551916	443558754	443565668	443572672	443579552
443517487	443524368	443531272	443538228	443545090	443551924	443558762	443565676	443572680	443579578
443517495	443524376	443531280	443538244	443545108	443551932	443558770	443565684	443572698	443579586
443517503	443524384	443531306	443538251	443545116	443551940	443558788	443565692	443572706	443579594
443517511	443524392	443531314	443538269	443545124	443551957	443558796	443565700	443572714	443579602
443517529	443524400	443531322	443538277	443545132	443551965	443558804	443565718	443572722	443579610
443517537	443524418	443531330	443538285	443545140	443551973	443558812	443565726	443572730	443579628
443517545	443524426	443531348	443538293	443545157	443551981	443558820	443565734	443572748	443579644
443517552	443524434	443531355	443538301	443545165	443551999	443558838	443565742	443572755	443579651
443517560	443524442	443531363	443538319	443545173	443552005	443558846	443565759	443572763	443579669
443517578	443524459	443531371	443538327	443545181	443552013	443558853	443565775	443572771	443579677
443517586	443524467	443531389	443538335	443545199	443552021	443558861	443565783	443572789	443579685
443517594	443524475	443531397	443538343	443545207	443552039	443558879	443565791	443572797	443579693
443517602	443524483	443531405	443538350	443545223	443552047	443558895	443565809	443572805	443579701
443517610	443524491	443531413	443538368	443545231	443552054	443558903	443565817	443572821	443579719
443517628	443524509	443531421	443538376	443545249	443552062	443558911	443565825	443572839	443579727
443517636	443524517	443531439	443538384	443545256	443552070	443558929	443565833	443572847	443579735
443517644	443524525	443531447	443538392	443545264	443552088	443558937	443565841	443572854	443579743
443517669	443524533	443531454	443538400	443545272	443552096	443558945	443565866	443572862	443579750
443517677	443524541	443531462	443538418	443545280	443552104	443558952	443565874	443572870	443579768
443517685	443524558	443531470	443538426	443545298	443552112	443558960	443565882	443572888	443579776
443517693	443524566	443531488	443538434	443545306	443552120	443558978	443565890	443572896	443579784
443517701	443524574	443531496	443538442	443545314	443552138	443558986	443565908	443572904	443579792
443517719	443524582	443531504	443538459	443545322	443552146	443558994	443565916	443572912	443579800
443517727	443524590	443531512	443538467	443545330	443552153	443559000	443565924	443572920	443579818
443517735	443524608	443531520	443538475	443545348	443552161	443559018	443565932	443572938	443579826
443517743	443524616	443531538	443538483	443545355	443552179	443559034	443565940	443572946	443579834
443517750	443524624	443531546	443538491	443545363	443552187	443559042	443565957	443572953	443579842
443517768	443524632	443531553	443538509	443545371	443552195	443559067	443565965	443572961	443579859
443517776	443524640	443531561	443538517	443545389	443552203	443559075	443565973	443572979	443579867
443517784	443524657	443531579	443538525	443545397	443552211	443559083	443565981	443572987	443579875
443517792	443524665	443531587	443538533	443545405	443552229	443559091	443565999	443572995	443579883
443517800	443524673	443531595	443538541	443545413	443552237	443559109	443566005	443573001	443579891
443517818	443524681	443531603	443538558	443545421	443552245	443559117	443566013	443573019	443579909
443517826	443524699	443531611	443538566	443545439	443552252	443559125	443566021	443573027	443579917
443517834	443524707	443531629	443538582	443545447	443552260	443559133	443566039	443573035	443579925
443517842	443524715	443531637	443538590	443545454	443552278	443559141	443566047	443573043	443579941
443517859	443524723	443531645	443538608	443545462	443552286	443559158	443566054	443573050	443579958
443517867	443524731	443531652	443538616	443545470	443552294	443559166	443566062	443573068	443579966
443517875	443524749	443531660	443538624	443545488	443552302	443559174	443566088	443573076	443579974
443517883	443524756	443531678	443538632	443545496	443552310	443559182	443566096	443573084	443579982
443517891	443524764	443531686	443538640	443545504	443552328	443559190	443566104	443573092	443579990
443517909	443524772	443531694	443538657	443545520	443552336	443559208	443566112	443573100	443580006
443517917	443524780	443531702	443538673	443545538	443552344	443559216	443566120	443573118	443580014
443517925	443524798	443531710	443538681	443545546	443552351	443559224	443566138	443573126	443580022
443517933	443524806	443531728	443538699	443545553	443552369	443559232	443566146	443573134	443580030
443517941	443524814	443531736	443538707	443545561	443552377	443559240	443566153	443573142	443580048
443517958	443524822	443531744	443538715	443545579	443552385	443559257	443566161	443573167	443580055
443517966	443524830	443531751	443538723	443545587	443552393	443559265	443566187	443573175	443580063
443517974	443524848	443531769	443538731	443545595	443552401	443559273	443566195	443573183	443580071
443517982	443524855	443531777	443538749	443545603	443552419	443559281	443566203	443573191	443580089

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425658416	433699725	443462247	443469408	443476445	443483300	443490206	443497151	443504113	443511100
425659638	433710563	443462254	443469416	443476452	443483318	443490214	443497169	443504121	443511118
425660222	433729498	443462262	443469424	443476460	443483326	443490222	443497177	443504139	443511126
425662681	433740826	443462270	443469432	443476478	443483334	443490230	443497185	443504147	443511142
425662939	433746567	443462288	443469440	443476486	443483342	443490248	443497193	443504154	443511159
425665395	433747557	443462296	443469457	443476494	443483359	443490255	443497201	443504162	443511167
425667664	433770385	443462304	443469465	443476502	443483367	443490263	443497219	443504170	443511175
425671526	433772464	443462312	443469473	443476510	443483375	443490271	443497235	443504188	443511183
425672532	433777331	443462320	443469481	443476528	443483383	443490289	443497243	443504204	443511191
425675337	433785474	443462338	443469499	443476536	443483391	443490297	443497250	443504212	443511209
425678026	433791662	443462346	443469507	443476544	443483409	443490305	443497268	443504220	443511217
425678646	433797081	443462353	443469515	443476551	443483417	443490313	443497276	443504238	443511225
425681020	433831336	443462361	443469523	443476569	443483433	443490321	443497284	443504246	443511233
425681921	433832516	443462379	443469531	443476577	443483441	443490339	443497292	443504253	443511241
425682051	433834900	443462387	443469549	443476585	443483458	443490347	443497300	443504261	443511258
425687431	433840287	443462395	443469556	443476593	443483466	443490354	443497318	443504287	443511266
425687639	433859303	443462403	443469564	443476601	443483474	443490362	443497326	443504295	443511274
425687977	433859436	443462411	443469572	443476619	443483482	443490370	443497334	443504303	443511282
425688884	433866456	443462429	443469580	443476627	443483490	443490388	443497342	443504329	443511290
425694486	433868528	443462437	443469598	443476635	443483508	443490404	443497359	443504337	443511308
425697554	433870532	443462445	443469606	443476643	443483516	443490412	443497367	443504345	443511316
425703865	433871324	443462452	443469614	443476650	443483524	443490420	443497375	443504352	443511324
425704673	433898939	443462460	443469622	443476668	443483532	443490438	443497383	443504360	443511332
425704822	433908092	443462478	443469630	443476676	443483540	443490446	443497391	443504378	443511340
425707288	433913332	443462486	443469648	443476684	443483557	443490453	443497409	443504386	443511357
425709912	433920154	443462528	443469655	443476692	443483565	443490461	443497417	443504394	443511365
425712338	433921137	443462544	443469663	443476700	443483573	443490479	443497425	443504402	443511373
425712353	433931805	443462551	443469671	443476718	443483581	443490487	443497433	443504410	443511381
425715307	433946811	443462569	443469689	443476726	443483599	443490495	443497441	443504428	443511399
425715935	433959152	443462577	443469697	443476734	443483607	443490503	443497458	443504436	443511407
425717303	433959533	443462585	443469705	443476742	443483615	443490511	443497466	443504444	443511415
425717360	433962412	443462619	443469713	443476759	443483623	443490529	443497474	443504451	443511423
425719309	433963246	443462635	443469721	443476767	443483631	443490537	443497482	443504469	443511431
425719689	433967213	443462650	443469739	443476775	443483649	443490545	443497508	443504477	443511449
425720703	433969185	443462668	443469747	443476783	443483656	443490552	443497516	443504485	443511456
425721156	433971074	443462676	443469754	443476791	443483664	443490560	443497524	443504493	443511464
425722121	433971447	443462692	443469762	443476809	443483672	443490578	443497532	443504501	443511472
425725652	433974342	443462718	443469770	443476817	443483680	443490586	443497540	443504519	443511480
425726981	433974979	443462726	443469788	443476825	443483698	443490594	443497557	443504527	443511498
425733912	433983863	443462734	443469796	443476833	443483706	443490602	443497565	443504535	443511506
425735271	433984986	443462742	443469804	443476841	443483714	443490610	443497573	443504543	443511514
425737681	433996147	443462759	443469812	443476858	443483722	443490628	443497581	443504550	443511522
425738366	433996923	443462775	443469820	443476866	443483730	443490636	443497599	443504568	443511530
425741857	434000253	443462783	443469838	443476882	443483748	443490644	443497607	443504576	443511548
425743051	434007621	443462791	443469846	443476890	443483755	443490651	443497615	443504584	443511555
425743069	434008371	443462825	443469853	443476908	443483763	443490669	443497623	443504592	443511563
425748464	434013587	443462833	443469861	443476916	443483771	443490677	443497631	443504600	443511571
425748993	434014791	443462841	443469879	443476924	443483789	443490685	443497649	443504618	443511589
425749553	434024733	443462858	443469895	443476932	443483797	443490693	443497656	443504626	443511597
425753589	434027249	443462866	443469903	443476940	443483805	443490701	443497664	443504634	443511605
425753621	434027389	443462874	443469911	443476957	443483813	443490719	443497672	443504642	443511613
425755493	434038139	443462882	443469929	443476965	443483821	443490727	443497680	443504659	443511621
425756228	434053476	443462890	443469937	443476973	443483839	443490735	443497698	443504667	443511639
425757788	434057642	443462908	443469945	443476981	443483847	443490743	443497706	443504675	443511647
425758604	434058061	443462924	443469952	443476999	443483854	443490750	443497714	443504683	443511654
425760006	434058335	443462932	443469960	443477005	443483862	443490768	443497730	443504691	443511662
425762002	434074514	443462940	443469978	443477021	443483870	443490776	443497748	443504709	443511670
425762127	434079794	443462957	443469986	443477039	443483888	443490784	443497755	443504717	443511688
425762358	434107363	443462965	443469994	443477047	443483896	443490800	443497763	443504725	443511696
425766953	434637971	443462981	443470000	443477054	443483904	443490818	443497771	443504733	443511704
425767274	435299540	443462999	443470018	443477062	443483912	443490826	443497789	443504741	443511712
425767837	435463054	443463005	443470026	443477070	443483920	443490834	443497797	443504758	443511720
425768231	435606876	443463013	443470034	443477088	443483938	443490842	443497805	443504766	443511738
425769676	435921051	443463047	443470042	443477096	443483946	443490859	443497813	443504774	443511746
425771227	435986286	443463054	443470059	443477104	443483953	443490867	443497821	443504782	443511753
425771896	436125629	443463062	443470067	443477112	443483961	443490875	443497839	443504790	443511761
425773223	436147912	443463070	443470075	443477120	443483979	443490883	443497847	443504808	443511779
425774114	436280051	443463088	443470083	443477138	443483987	443490891	443497854	443504816	443511787
425777158	436371231	443463096	443470091	443477146	443483995	443490909	443497862	443504824	443511795
425778529	436390991	443463104	443470109	443477153	443484001	443490917	443497870	443504832	443511803
425779402	436473334	443463112	443470117	443477161	443484019	443490925	443497888	443504840	443511811
425779774	436575237	443463120	443470125	443477179	443484027	443490933	443497896	443504857	443511829
425782083	436697791	443463138	443470133	443477187	443484035	443490941	443497904	443504865	443511837

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443517990	443524863	443531785	443538756	443545611	443552427	443559299	443566211	443573209	443580097
443518006	443524871	443531793	443538764	443545629	443552435	443559307	443566229	443573217	443580105
443518014	443524889	443531801	443538772	443545637	443552443	443559315	443566237	443573225	443580113
443518022	443524897	443531819	443538780	443545645	443552450	443559323	443566252	443573233	443580121
443518030	443524905	443531827	443538806	443545652	443552468	443559331	443566260	443573241	443580139
443518048	443524913	443531835	443538814	443545660	443552476	443559349	443566278	443573258	443580147
443518055	443524921	443531843	443538822	443545678	443552484	443559356	443566286	443573266	443580154
443518063	443524939	443531850	443538830	443545686	443552492	443559364	443566294	443573274	443580162
443518071	443524947	443531868	443538848	443545694	443552500	443559372	443566302	443573282	443580170
443518089	443524954	443531884	443538855	443545702	443552518	443559380	443566310	443573290	443580188
443518097	443524962	443531892	443538863	443545710	443552526	443559398	443566328	443573308	443580196
443518105	443524970	443531900	443538871	443545728	443552534	443559406	443566336	443573316	443580204
443518113	443524988	443531918	443538889	443545736	443552542	443559414	443566344	443573324	443580212
443518121	443524996	443531926	443538897	443545744	443552559	443559422	443566351	443573332	443580220
443518139	443525001	443531942	443538905	443545751	443552567	443559430	443566369	443573340	443580238
443518147	443525019	443531967	443538913	443545769	443552575	443559448	443566377	443573357	443580246
443518154	443525027	443531975	443538921	443545777	443552583	443559455	443566385	443573365	443580253
443518162	443525035	443531983	443538939	443545785	443552591	443559463	443566393	443573373	443580261
443518170	443525043	443531991	443538947	443545793	443552609	443559471	443566401	443573381	443580279
443518188	443525050	443532007	443538954	443545801	443552617	443559489	443566419	443573399	443580287
443518196	443525068	443532015	443538962	443545819	443552625	443559497	443566427	443573407	443580295
443518204	443525076	443532023	443538970	443545827	443552633	443559505	443566435	443573415	443580303
443518212	443525084	443532031	443538988	443545835	443552641	443559513	443566443	443573423	443580311
443518220	443525092	443532049	443538996	443545843	443552658	443559521	443566450	443573431	443580329
443518238	443525100	443532056	443539002	443545850	443552666	443559539	443566468	443573449	443580337
443518253	443525118	443532064	443539010	443545868	443552674	443559547	443566476	443573456	443580345
443518261	443525126	443532072	443539028	443545876	443552682	443559554	443566484	443573464	443580352
443518279	443525134	443532080	443539036	443545884	443552690	443559562	443566492	443573472	443580360
443518287	443525142	443532098	443539044	443545892	443552708	443559570	443566500	443573480	443580394
443518295	443525159	443532106	443539051	443545900	443552716	443559588	443566518	443573506	443580402
443518303	443525167	443532114	443539069	443545918	443552724	443559596	443566526	443573514	443580410
443518311	443525175	443532122	443539077	443545926	443552732	443559604	443566534	443573522	443580428
443518329	443525183	443532148	443539085	443545934	443552740	443559612	443566542	443573530	443580436
443518337	443525191	443532155	443539093	443545942	443552757	443559620	443566559	443573548	443580444
443518345	443525209	443532163	443539101	443545959	443552765	443559638	443566567	443573555	443580451
443518352	443525217	443532171	443539119	443545967	443552773	443559646	443566575	443573563	443580469
443518360	443525225	443532197	443539127	443545975	443552781	443559653	443566583	443573571	443580477
443518378	443525233	443532221	443539135	443545983	443552799	443559661	443566591	443573589	443580485
443518386	443525241	443532239	443539143	443545991	443552807	443559679	443566609	443573597	443580493
443518394	443525258	443532247	443539150	443546007	443552815	443559687	443566617	443573605	443580501
443518402	443525266	443532254	443539168	443546015	443552823	443559695	443566625	443573613	443580519
443518410	443525274	443532262	443539176	443546023	443552831	443559703	443566633	443573621	443580527
443518428	443525282	443532270	443539184	443546031	443552849	443559711	443566641	443573639	443580535
443518436	443525290	443532288	443539192	443546049	443552856	443559729	443566658	443573647	443580543
443518444	443525308	443532296	443539200	443546056	443552864	443559737	443566666	443573654	443580550
443518451	443525316	443532304	443539218	443546064	443552872	443559745	443566674	443573662	443580568
443518469	443525324	443532312	443539226	443546072	443552880	443559752	443566682	443573670	443580576
443518477	443525332	443532320	443539234	443546080	443552906	443559760	443566690	443573688	443580584
443518485	443525340	443532338	443539242	443546098	443552914	443559778	443566708	443573696	443580600
443518493	443525357	443532346	443539259	443546106	443552922	443559786	443566716	443573704	443580618
443518501	443525365	443532353	443539267	443546114	443552930	443559794	443566724	443573712	443580626
443518519	443525373	443532361	443539275	443546122	443552948	443559802	443566732	443573720	443580634
443518527	443525381	443532379	443539283	443546130	443552955	443559810	443566740	443573738	443580642
443518535	443525399	443532387	443539291	443546148	443552963	443559828	443566757	443573746	443580659
443518543	443525407	443532395	443539309	443546155	443552971	443559836	443566765	443573753	443580667
443518550	443525415	443532403	443539317	443546163	443552989	443559844	443566773	443573761	443580675
443518568	443525423	443532411	443539325	443546171	443552997	443559851	443566781	443573779	443580683
443518576	443525431	443532429	443539333	443546189	443553003	443559869	443566799	443573787	443580691
443518584	443525449	443532437	443539341	443546197	443553011	443559877	443566807	443573795	443580709
443518592	443525456	443532445	443539358	443546205	443553029	443559885	443566815	443573803	443580717
443518618	443525464	443532460	443539366	443546213	443553037	443559893	443566823	443573811	443580725
443518626	443525472	443532478	443539374	443546221	443553045	443559901	443566831	443573829	443580733
443518634	443525480	443532486	443539382	443546239	443553052	443559919	443566849	443573837	443580741
443518642	443525498	443532494	443539390	443546247	443553078	443559927	443566856	443573845	443580758
443518659	443525506	443532510	443539408	443546254	443553086	443559935	443566864	443573852	443580766
443518667	443525514	443532528	443539424	443546262	443553094	443559943	443566880	443573860	443580774
443518675	443525522	443532536	443539432	443546270	443553102	443559950	443566898	443573878	443580782
443518683	443525530	443532544	443539440	443546288	443553110	443559968	443566906	443573886	443580790
443518691	443525548	443532551	443539457	443546296	443553128	443559976	443566914	443573894	443580808
443518717	443525555	443532569	443539465	443546304	443553136	443559984	443566922	443573902	443580816
443518725	443525563	443532577	443539473	443546312	443553144	443559992	443566930	443573910	443580824
443518733	443525571	443532585	443539481	443546320	443553151	443560008	443566948	443573928	443580832
443518741	443525589	443532593	443539499	443546338	443553177	443560016	443566955	443573936	443580840

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425783990	436934889	443463146	443470158	443477195	443484043	443490958	443497912	443504873	443511845
425785268	436980908	443463153	443470166	443477203	443484050	443490966	443497920	443504881	443511852
425785573	437055569	443463161	443470174	443477211	443484068	443490974	443497938	443504899	443511860
425785623	440872034	443463179	443470182	443477229	443484076	443490982	443497946	443504907	443511878
425790227	440888741	443463187	443470190	443477237	443484084	443490990	443497953	443504915	443511886
425790474	440901536	443463195	443470208	443477245	443484092	443491006	443497961	443504923	443511894
425793403	440955417	443463203	443470216	443477252	443484100	443491014	443497979	443504931	443511910
425795259	441093127	443463211	443470224	443477260	443484118	443491022	443497987	443504949	443511928
425801826	441123817	443463229	443470232	443477278	443484126	443491030	443497995	443504956	443511936
425802766	441234887	443463237	443470240	443477286	443484134	443491055	443498001	443504964	443511944
425803988	441354982	443463245	443470257	443477294	443484142	443491071	443498019	443504972	443511951
425806437	441368560	443463252	443470265	443477302	443484159	443491089	443498027	443504980	443511969
425807922	441514148	443463260	443470273	443477328	443484167	443491097	443498035	443504998	443511977
425808326	441518727	443463278	443470299	443477336	443484175	443491105	443498043	443505003	443511985
425808649	441540408	443463286	443470307	443477344	443484183	443491113	443498050	443505011	443511993
425810215	441554177	443463294	443470315	443477351	443484191	443491121	443498068	443505029	443512009
425810686	441568995	443463310	443470323	443477369	443484209	443491139	443498076	443505037	443512017
425813664	441584661	443463328	443470331	443477377	443484217	443491147	443498084	443505045	443512025
425817194	441604857	443463336	443470349	443477385	443484225	443491154	443498092	443505052	443512033
425817905	441605524	443463351	443470356	443477393	443484233	443491162	443498100	443505060	443512041
425818820	441633146	443463369	443470364	443477401	443484241	443491170	443498118	443505078	443512058
425819554	441685690	443463377	443470372	443477419	443484266	443491188	443498126	443505086	443512066
425819729	441704293	443463385	443470380	443477427	443484274	443491196	443498134	443505094	443512074
425821410	441708179	443463393	443470398	443477435	443484282	443491204	443498142	443505102	443512082
425821857	441708849	443463401	443470406	443477443	443484290	443491212	443498159	443505110	443512090
425822871	441721479	443463419	443470414	443477450	443484308	443491220	443498167	443505128	443512108
425823663	441737541	443463427	443470422	443477468	443484316	443491238	443498175	443505136	443512116
425823929	441887825	443463435	443470430	443477476	443484324	443491246	443498183	443505144	443512124
425824745	441945730	443463443	443470448	443477484	443484332	443491253	443498191	443505151	443512132
425826617	441947348	443463450	443470455	443477492	443484340	443491261	443498209	443505169	443512140
425830734	441954492	443463468	443470463	443477500	443484357	443491279	443498217	443505177	443512157
425831443	441972841	443463476	443470471	443477518	443484365	443491287	443498225	443505185	443512165
425833399	441989290	443463492	443470497	443477526	443484373	443491295	443498233	443505193	443512173
425835139	442021622	443463500	443470505	443477534	443484381	443491303	443498241	443505201	443512181
425838836	442045381	443463518	443470513	443477542	443484399	443491311	443498258	443505219	443512199
425840022	442048518	443463526	443470521	443477559	443484407	443491329	443498266	443505227	443512207
425841095	442052593	443463534	443470539	443477567	443484415	443491337	443498274	443505235	443512215
425842887	442172003	443463542	443470547	443477575	443484423	443491345	443498282	443505243	443512223
425843612	442175964	443463559	443470554	443477583	443484431	443491352	443498290	443505250	443512231
425843737	442194320	443463567	443470562	443477609	443484449	443491360	443498308	443505268	443512249
425843919	442196515	443463575	443470570	443477617	443484456	443491386	443498316	443505276	443512264
425844149	442196838	443463591	443470588	443477625	443484464	443491394	443498324	443505292	443512272
425851474	442209086	443463617	443470596	443477633	443484472	443491402	443498332	443505300	443512280
425853181	442216891	443463625	443470604	443477641	443484480	443491410	443498340	443505318	443512298
425854684	442228235	443463633	443470612	443477658	443484498	443491428	443498357	443505326	443512306
425855608	442228615	443463641	443470620	443477666	443484506	443491436	443498365	443505334	443512314
425855657	442229365	443463666	443470638	443477682	443484514	443491444	443498373	443505342	443512322
425855749	442230439	443463682	443470646	443477690	443484522	443491451	443498381	443505359	443512330
425859378	442243028	443463690	443470653	443477708	443484530	443491469	443498399	443505367	443512348
425862588	442244380	443463708	443470661	443477716	443484548	443491477	443498407	443505375	443512355
425863925	442251781	443463716	443470679	443477724	443484555	443491485	443498415	443505383	443512363
425864493	442257432	443463724	443470687	443477732	443484563	443491493	443498423	443505391	443512371
425867538	442270625	443463732	443470695	443477740	443484571	443491501	443498431	443505409	443512389
425867637	442280848	443463740	443470703	443477757	443484589	443491519	443498449	443505417	443512397
425868494	442292801	443463757	443470711	443477765	443484597	443491527	443498456	443505425	443512405
425870250	442299434	443463765	443470729	443477773	443484605	443491535	443498464	443505433	443512413
425872520	442302584	443463773	443470737	443477781	443484613	443491543	443498472	443505441	443512421
425872710	442303657	443463781	443470745	443477799	443484621	443491550	443498480	443505458	443512439
425875895	442310041	443463799	443470752	443477807	443484639	443491568	443498498	443505466	443512447
425876612	442329272	443463807	443470760	443477815	443484647	443491576	443498506	443505474	443512454
425877248	442352290	443463815	443470778	443477823	443484654	443491584	443498514	443505482	443512462
425877727	442364592	443463823	443470786	443477831	443484662	443491592	443498522	443505490	443512470
425878261	442364667	443463831	443470794	443477849	443484670	443491600	443498530	443505508	443512488
425879533	442393682	443463849	443470802	443477856	443484688	443491618	443498548	443505516	443512496
425881208	442420113	443463856	443470828	443477864	443484696	443491626	443498555	443505524	443512504
425882552	442424701	443463864	443470836	443477872	443484704	443491634	443498563	443505532	443512512
425883030	442443404	443463872	443470844	443477880	443484712	443491642	443498571	443505557	443512520
425885209	442451167	443463880	443470851	443477898	443484720	443491659	443498589	443505565	443512538
425886181	442453643	443463898	443470869	443477906	443484738	443491667	443498597	443505581	443512546
425886371	442455879	443463906	443470877	443477914	443484746	443491675	443498605	443505599	443512553
425888153	442467908	443463914	443470885	443477922	443484753	443491683	443498613	443505615	443512561
425892460	442476446	443463922	443470893	443477930	443484761	443491691	443498621	443505623	443512579
425894243	442477717	443463930	443470901	443477948	443484779	443491709	443498639	443505631	443512587

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443518758	443525597	443532601	443539507	443546346	443553185	443560032	443566963	443573944	443580865
443518766	443525605	443532619	443539515	443546353	443553193	443560040	443566971	443573951	443580873
443518774	443525613	443532627	443539523	443546361	443553201	443560057	443566989	443573969	443580881
443518782	443525621	443532635	443539531	443546379	443553219	443560065	443566997	443573977	443580899
443518790	443525639	443532643	443539549	443546387	443553227	443560073	443567003	443573985	443580907
443518808	443525647	443532650	443539556	443546395	443553235	443560081	443567011	443573993	443580915
443518816	443525654	443532668	443539564	443546403	443553243	443560099	443567029	443574009	443580923
443518824	443525662	443532676	443539572	443546411	443553250	443560107	443567037	443574017	443580931
443518832	443525670	443532692	443539580	443546429	443553268	443560115	443567045	443574025	443580949
443518840	443525688	443532700	443539598	443546437	443553276	443560123	443567052	443574033	443580956
443518857	443525696	443532718	443539606	443546445	443553284	443560131	443567060	443574041	443580964
443518865	443525704	443532726	443539614	443546452	443553292	443560149	443567086	443574058	443580972
443518873	443525712	443532734	443539622	443546460	443553300	443560156	443567094	443574066	443581004
443518881	443525720	443532742	443539630	443546478	443553318	443560164	443567102	443574074	443581046
443518899	443525738	443532759	443539648	443546486	443553326	443560172	443567110	443574082	443581087
443518907	443525746	443532767	443539655	443546494	443553334	443560198	443567128	443574090	443581095
443518915	443525761	443532775	443539663	443546502	443553342	443560206	443567136	443574108	443581178
443518923	443525779	443532783	443539671	443546510	443553359	443560222	443567144	443574116	443581236
443518931	443525787	443532791	443539689	443546528	443553367	443560230	443567151	443574124	443581269
443518949	443525795	443532809	443539697	443546536	443553375	443560248	443567169	443574132	443581277
443518956	443525803	443532817	443539705	443546544	443553383	443560255	443567177	443574140	443581319
443518964	443525811	443532825	443539713	443546551	443553391	443560263	443567185	443574157	443581327
443518972	443525829	443532833	443539721	443546569	443553409	443560271	443567193	443574165	443581483
443518980	443525837	443532841	443539739	443546577	443553417	443560289	443567201	443574173	443581491
443518998	443525845	443532858	443539747	443546585	443553425	443560297	443567219	443574181	443581509
443519004	443525852	443532866	443539754	443546593	443553433	443560305	443567227	443574199	443581525
443519012	443525860	443532874	443539762	443546601	443553441	443560313	443567235	443574207	443581541
443519020	443525886	443532882	443539770	443546619	443553458	443560321	443567243	443574215	443581558
443519038	443525894	443532890	443539788	443546627	443553474	443560339	443567250	443574223	443581640
443519046	443525902	443532908	443539796	443546635	443553482	443560347	443567268	443574231	443581657
443519061	443525910	443532916	443539804	443546643	443553490	443560354	443567276	443574249	443581681
443519079	443525928	443532924	443539812	443546650	443553508	443560362	443567284	443574256	443581798
443519087	443525936	443532932	443539820	443546668	443553516	443560370	443567292	443574264	443581855
443519095	443525944	443532940	443539838	443546676	443553524	443560388	443567300	443574272	443581897
443519103	443525951	443532957	443539846	443546684	443553532	443560396	443567318	443574280	443581939
443519111	443525969	443532965	443539853	443546692	443553540	443560404	443567326	443574298	443581954
443519129	443525977	443532973	443539861	443546700	443553557	443560412	443567334	443574306	443582085
443519137	443525985	443532981	443539879	443546718	443553565	443560420	443567342	443574314	443582127
443519145	443525993	443532999	443539887	443546726	443553573	443560438	443567359	443574322	443582135
443519152	443526009	443533005	443539895	443546734	443553581	443560446	443567375	443574330	443582218
443519160	443526017	443533013	443539903	443546742	443553599	443560453	443567383	443574348	443582234
443519178	443526025	443533021	443539911	443546759	443553607	443560461	443567391	443574355	443582291
443519186	443526033	443533039	443539929	443546767	443553615	443560479	443567409	443574363	443582432
443519194	443526041	443533047	443539937	443546775	443553623	443560487	443567417	443574371	443582473
443519202	443526058	443533054	443539945	443546783	443553631	443560495	443567425	443574389	443582507
443519210	443526066	443533062	443539952	443546791	443553649	443560503	443567433	443574397	443582523
443519228	443526074	443533070	443539960	443546809	443553656	443560511	443567441	443574405	443582531
443519236	443526082	443533088	443539978	443546817	443553664	443560529	443567458	443574413	443582564
443519244	443526090	443533096	443539986	443546825	443553672	443560537	443567466	443574421	443582580
443519251	443526108	443533104	443539994	443546833	443553680	443560545	443567474	443574439	443582622
443519269	443526116	443533112	443540000	443546841	443553698	443560552	443567482	443574447	443582697
443519277	443526124	443533120	443540026	443546858	443553706	443560560	443567490	443574454	443582705
443519285	443526132	443533138	443540034	443546866	443553714	443560578	443567508	443574462	443582796
443519293	443526140	443533146	443540042	443546874	443553722	443560586	443567516	443574470	443582911
443519301	443526157	443533153	443540059	443546882	443553730	443560594	443567524	443574488	443582945
443519319	443526165	443533161	443540067	443546890	443553748	443560602	443567532	443574496	443582978
443519327	443526173	443533179	443540075	443546908	443553755	443560610	443567540	443574504	443583034
443519335	443526181	443533187	443540083	443546916	443553763	443560628	443567557	443574512	443583075
443519343	443526199	443533195	443540091	443546924	443553771	443560636	443567565	443574520	443583091
443519350	443526207	443533211	443540109	443546932	443553789	443560644	443567573	443574538	443583208
443519376	443526215	443533229	443540117	443546957	443553797	443560651	443567581	443574546	443583299
443519384	443526223	443533245	443540125	443546965	443553805	443560669	443567599	443574553	443583323
443519392	443526231	443533252	443540133	443546973	443553813	443560677	443567607	443574561	443583331
443519400	443526249	443533260	443540141	443546981	443553821	443560685	443567615	443574579	443583356
443519418	443526256	443533278	443540158	443546999	443553839	443560693	443567631	443574587	443583414
443519426	443526264	443533286	443540166	443547005	443553847	443560701	443567649	443574595	443583471
443519434	443526280	443533294	443540174	443547013	443553854	443560719	443567656	443574603	443583513
443519442	443526298	443533302	443540182	443547021	443553862	443560727	443567664	443574611	443583539
443519459	443526306	443533310	443540190	443547039	443553870	443560735	443567672	443574629	443583554
443519467	443526314	443533328	443540208	443547047	443553888	443560743	443567680	443574637	443583596
443519475	443526330	443533336	443540216	443547054	443553896	443560750	443567698	443574645	443583604
443519483	443526348	443533344	443540224	443547062	443553904	443560768	443567706	443574652	443583620
443519491	443526363	443533351	443540232	443547070	443553912	443560776	443567730	443574660	443583638

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425894433	442486643	443463948	443470919	443477955	443484787	443491717	443498647	443505649	443512595
425894565	442498465	443463963	443470927	443477963	443484795	443491725	443498654	443505656	443512603
425898624	442502001	443463971	443470935	443477989	443484803	443491741	443498662	443505664	443512611
425899002	442508016	443463989	443470943	443478003	443484811	443491758	443498670	443505680	443512629
425899986	442513560	443463997	443470950	443478011	443484829	443491766	443498688	443505698	443512637
425906575	442517769	443464003	443470968	443478029	443484837	443491774	443498696	443505714	443512645
425907433	442604500	443464011	443470976	443478037	443484845	443491782	443498704	443505722	443512652
425907599	442662144	443464029	443470984	443478045	443484852	443491790	443498712	443505730	443512660
425910460	442665808	443464037	443470992	443478052	443484860	443491808	443498720	443505748	443512678
425910767	442684726	443464045	443471008	443478060	443484878	443491816	443498738	443505755	443512686
425913506	442686689	443464052	443471016	443478078	443484886	443491824	443498746	443505763	443512694
425914629	442688693	443464060	443471024	443478086	443484894	443491840	443498753	443505771	443512702
425914991	442693230	443464078	443471032	443478094	443484902	443491857	443498761	443505789	443512710
425915204	442701439	443464086	443471040	443478102	443484910	443491865	443498779	443505797	443512728
425915592	442712485	443464094	443471057	443478110	443484928	443491873	443498787	443505805	443512736
425917085	442726535	443464102	443471065	443478128	443484936	443491881	443498795	443505813	443512744
425917697	442731915	443464110	443471073	443478136	443484944	443491899	443498803	443505821	443512751
425918521	442735569	443464128	443471107	443478144	443484951	443491907	443498811	443505839	443512769
425921301	442738910	443464136	443471115	443478151	443484969	443491915	443498829	443505847	443512777
425929601	442753109	443464144	443471123	443478169	443484977	443491923	443498837	443505854	443512785
425932282	442757894	443464151	443471131	443478177	443484985	443491931	443498845	443505862	443512793
425936085	442758637	443464169	443471149	443478185	443484993	443491949	443498852	443505870	443512801
425936101	442771556	443464177	443471156	443478193	443485008	443491956	443498860	443505888	443512819
425936747	442775235	443464185	443471164	443478201	443485016	443491972	443498878	443505896	443512835
425937489	442775730	443464193	443471172	443478219	443485024	443491980	443498886	443505904	443512843
425939394	442776159	443464201	443471180	443478227	443485032	443491998	443498894	443505912	443512850
425939592	442779450	443464219	443471198	443478235	443485040	443492004	443498902	443505920	443512868
425941861	442797098	443464227	443471206	443478243	443485057	443492012	443498910	443505938	443512876
425943370	442802443	443464235	443471214	443478250	443485065	443492020	443498936	443505946	443512884
425944923	442804241	443464243	443471222	443478268	443485073	443492038	443498944	443505953	443512892
425946084	442805222	443464268	443471230	443478276	443485081	443492046	443498951	443505961	443512900
425946779	442812921	443464276	443471248	443478284	443485099	443492053	443498969	443505979	443512918
425948213	442816609	443464284	443471255	443478292	443485107	443492061	443498977	443505987	443512926
425950045	442817375	443464292	443471263	443478300	443485115	443492079	443498985	443505995	443512934
425950870	442822680	443464300	443471271	443478318	443485123	443492087	443498993	443506001	443512942
425953197	442839304	443464318	443471289	443478326	443485131	443492095	443499009	443506019	443512959
425955739	442844866	443464326	443471297	443478334	443485149	443492103	443499017	443506027	443512967
425956786	442849923	443464334	443471305	443478342	443485156	443492111	443499025	443506050	443512975
425958360	442858700	443464342	443471313	443478359	443485164	443492129	443499033	443506068	443512983
425964780	442885307	443464359	443471321	443478367	443485172	443492137	443499041	443506076	443512991
425965324	442885786	443464367	443471339	443478375	443485180	443492145	443499058	443506084	443513007
425965696	442891396	443464375	443471354	443478383	443485198	443492152	443499066	443506092	443513015
425967254	442900866	443464383	443471362	443478391	443485206	443492160	443499074	443506100	443513023
425969078	442933867	443464391	443471370	443478409	443485214	443492178	443499082	443506118	443513031
425971652	442950705	443464409	443471388	443478417	443485222	443492186	443499090	443506126	443513049
425974854	442951646	443464417	443471396	443478425	443485230	443492194	443499108	443506134	443513056
425974888	442955837	443464425	443471404	443478433	443485248	443492202	443499116	443506142	443513064
425976180	442965950	443464433	443471412	443478441	443485255	443492210	443499124	443506159	443513072
425977386	442986071	443464441	443471420	443478458	443485263	443492228	443499132	443506167	443513080
425978269	443026729	443464458	443471438	443478466	443485271	443492236	443499140	443506175	443513098
425979515	443034707	443464466	443471446	443478474	443485289	443492244	443499157	443506183	443513106
425982493	443036587	443464474	443471453	443478482	443485297	443492251	443499165	443506191	443513114
425984655	443041827	443464482	443471461	443478490	443485305	443492269	443499173	443506209	443513122
425984945	443043260	443464490	443471479	443478508	443485313	443492277	443499199	443506217	443513130
425988037	443047048	443464508	443471487	443478516	443485321	443492285	443499207	443506225	443513148
425988136	443055470	443464516	443471495	443478524	443485339	443492293	443499215	443506233	443513155
425989548	443069281	443464524	443471503	443478540	443485347	443492301	443499223	443506241	443513163
425990447	443073382	443464532	443471511	443478557	443485354	443492319	443499231	443506258	443513171
425990777	443082524	443464540	443471529	443478565	443485362	443492327	443499249	443506266	443513189
425993649	443091061	443464557	443471537	443478573	443485370	443492335	443499256	443506282	443513197
425994290	443092903	443464565	443471545	443478581	443485388	443492350	443499264	443506290	443513205
425995313	443108915	443464573	443471552	443478599	443485404	443492368	443499272	443506308	443513213
425995479	443134093	443464581	443471560	443478607	443485412	443492376	443499280	443506316	443513221
425995743	443147699	443464599	443471578	443478615	443485420	443492384	443499298	443506324	443513239
425997392	443147855	443464607	443471586	443478623	443485438	443492392	443499306	443506332	443513247
425997426	443157094	443464615	443471594	443478631	443485446	443492400	443499314	443506340	443513254
426002143	443162987	443464623	443471602	443478649	443485453	443492426	443499322	443506357	443513262
426005179	443164892	443464631	443471610	443478656	443485461	443492434	443499330	443506365	443513270
426006193	443165980	443464656	443471628	443478664	443485479	443492442	443499348	443506373	443513288
426007472	443167010	443464664	443471636	443478672	443485487	443492459	443499355	443506381	443513296
426007886	443169354	443464672	443471644	443478680	443485503	443492467	443499371	443506399	443513304
426009122	443172192	443464680	443471651	443478698	443485511	443492475	443499389	443506407	443513312
426009908	443179668	443464714	443471669	443478706	443485529	443492483	443499397	443506415	443513320

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443519517	443526371	443533369	443540240	443547088	443553920	443560784	443567748	443574678	443583679
443519525	443526389	443533377	443540257	443547096	443553938	443560792	443567755	443574686	443583711
443519533	443526397	443533385	443540265	443547104	443553946	443560800	443567763	443574694	443583737
443519541	443526405	443533393	443540273	443547112	443553953	443560818	443567771	443574702	443583752
443519558	443526413	443533401	443540281	443547120	443553961	443560826	443567789	443574710	443583786
443519566	443526421	443533419	443540299	443547138	443553979	443560834	443567797	443574728	443583802
443519574	443526439	443533427	443540307	443547146	443553987	443560842	443567805	443574736	443583851
443519582	443526447	443533435	443540315	443547153	443553995	443560859	443567813	443574744	443583877
443519590	443526454	443533443	443540323	443547161	443554019	443560867	443567821	443574751	443583893
443519608	443526462	443533450	443540331	443547179	443554027	443560875	443567839	443574769	443583935
443519616	443526470	443533468	443540349	443547187	443554035	443560883	443567847	443574777	443583950
443519624	443526488	443533476	443540356	443547195	443554043	443560891	443567854	443574785	443584024
443519632	443526496	443533484	443540364	443547203	443554050	443560909	443567862	443574793	443584065
443519640	443526504	443533492	443540372	443547211	443554068	443560917	443567870	443574801	443584073
443519657	443526512	443533500	443540380	443547229	443554076	443560925	443567888	443574819	443584081
443519665	443526520	443533518	443540398	443547237	443554084	443560933	443567896	443574827	443584156
443519673	443526538	443533526	443540406	443547245	443554092	443560941	443567904	443574835	443584172
443519681	443526546	443533534	443540414	443547252	443554100	443560958	443567912	443574843	443584255
443519699	443526553	443533542	443540422	443547260	443554118	443560966	443567920	443574850	443584297
443519707	443526561	443533559	443540430	443547278	443554126	443560974	443567938	443574868	443584321
443519715	443526579	443533567	443540448	443547286	443554142	443560982	443567946	443574876	443584354
443519723	443526587	443533583	443540455	443547294	443554159	443560990	443567953	443574884	443584420
443519731	443526595	443533591	443540463	443547302	443554167	443561006	443567961	443574892	443584446
443519749	443526603	443533609	443540471	443547310	443554175	443561014	443567979	443574900	443584453
443519756	443526611	443533617	443540489	443547328	443554183	443561022	443567987	443574918	443584495
443519764	443526629	443533625	443540497	443547336	443554191	443561030	443567995	443574926	443584602
443519772	443526637	443533641	443540505	443547344	443554209	443561048	443568019	443574934	443584669
443519780	443526645	443533658	443540513	443547351	443554217	443561055	443568027	443574942	443584677
443519798	443526652	443533666	443540521	443547369	443554225	443561063	443568035	443574959	443584685
443519806	443526660	443533674	443540539	443547377	443554233	443561071	443568043	443574967	443584784
443519814	443526678	443533682	443540547	443547385	443554241	443561089	443568050	443574983	443584818
443519822	443526686	443533690	443540554	443547393	443554258	443561097	443568068	443574991	443584826
443519830	443526694	443533708	443540562	443547401	443554266	443561105	443568076	443575006	443584834
443519848	443526702	443533716	443540570	443547419	443554274	443561113	443568084	443575014	443584842
443519855	443526728	443533724	443540588	443547427	443554282	443561121	443568092	443575022	443584859
443519863	443526736	443533732	443540596	443547435	443554290	443561139	443568100	443575030	443584875
443519871	443526744	443533740	443540604	443547443	443554308	443561147	443568118	443575048	443584909
443519889	443526751	443533757	443540612	443547450	443554316	443561154	443568126	443575055	443584933
443519897	443526769	443533765	443540620	443547468	443554324	443561162	443568134	443575063	443584941
443519905	443526777	443533773	443540638	443547476	443554332	443561170	443568159	443575071	443584982
443519913	443526785	443533781	443540646	443547484	443554340	443561188	443568167	443575089	443585013
443519921	443526793	443533799	443540653	443547492	443554357	443561204	443568175	443575097	443585054
443519939	443526801	443533807	443540661	443547500	443554365	443561212	443568183	443575105	443585070
443519947	443526827	443533815	443540679	443547518	443554373	443561220	443568191	443575113	443585112
443519954	443526835	443533823	443540687	443547526	443554381	443561238	443568209	443575121	443585120
443519962	443526843	443533831	443540695	443547534	443554399	443561246	443568217	443575139	443585187
443519970	443526850	443533849	443540703	443547542	443554407	443561253	443568225	443575147	443585278
443519988	443526868	443533856	443540711	443547559	443554415	443561261	443568233	443575154	443585286
443519996	443526876	443533864	443540729	443547567	443554423	443561279	443568241	443575162	443585302
443520002	443526884	443533872	443540737	443547575	443554431	443561287	443568258	443575170	443585328
443520010	443526892	443533880	443540745	443547583	443554449	443561303	443568266	443575188	443585377
443520028	443526900	443533898	443540752	443547591	443554456	443561311	443568274	443575196	443585393
443520036	443526918	443533906	443540760	443547609	443554464	443561329	443568282	443575204	443585435
443520044	443526926	443533914	443540778	443547617	443554472	443561337	443568290	443575212	443585443
443520051	443526934	443533922	443540786	443547625	443554480	443561345	443568308	443575220	443585450
443520069	443526942	443533930	443540794	443547633	443554498	443561352	443568316	443575238	443585526
443520077	443526959	443533948	443540802	443547641	443554506	443561360	443568324	443575246	443585591
443520085	443526967	443533955	443540810	443547658	443554514	443561378	443568332	443575253	443585609
443520093	443526975	443533963	443540828	443547666	443554522	443561386	443568340	443575261	443585690
443520119	443526991	443533971	443540836	443547674	443554530	443561394	443568365	443575279	443585708
443520127	443527007	443533989	443540844	443547682	443554548	443561402	443568373	443575287	443585724
443520135	443527015	443533997	443540851	443547690	443554555	443561410	443568381	443575295	443585757
443520143	443527023	443534003	443540869	443547708	443554563	443561428	443568399	443575303	443585864
443520150	443527031	443534011	443540877	443547716	443554571	443561436	443568407	443575311	443585922
443520168	443527049	443534029	443540885	443547724	443554589	443561444	443568415	443575329	443585955
443520176	443527056	443534037	443540893	443547732	443554597	443561451	443568423	443575337	443585989
443520184	443527064	443534045	443540901	443547740	443554605	443561469	443568431	443575345	443586003
443520192	443527072	443534052	443540919	443547757	443554613	443561477	443568449	443575352	443586011
443520200	443527080	443534060	443540927	443547765	443554621	443561485	443568456	443575360	443586060
443520218	443527098	443534078	443540935	443547773	443554639	443561493	443568464	443575378	443586136
443520226	443527106	443534086	443540943	443547781	443554647	443561501	443568472	443575386	443586151
443520234	443527114	443534094	443540950	443547799	443554654	443561519	443568480	443575394	443586169
443520242	443527122	443534102	443540968	443547807	443554662	443561527	443568498	443575402	443586177

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
426011102	443185160	443464722	443471677	443478714	443485537	443492491	443499405	443506423	443513338
426011367	443186507	443464730	443471685	443478722	443485545	443492509	443499413	443506431	443513346
426014973	443187463	443464748	443471693	443478730	443485552	443492517	443499421	443506449	443513353
426014981	443193719	443464755	443471701	443478748	443485560	443492525	443499439	443506456	443513361
426015038	443200068	443464763	443471719	443478755	443485578	443492533	443499447	443506464	443513379
426015152	443202205	443464771	443471727	443478763	443485586	443492541	443499454	443506472	443513387
426019162	443210588	443464797	443471735	443478771	443485602	443492558	443499462	443506480	443513395
426019865	443212402	443464805	443471743	443478789	443485610	443492566	443499470	443506498	443513403
426022513	443224076	443464813	443471750	443478797	443485628	443492574	443499488	443506506	443513411
426024659	443226261	443464821	443471768	443478805	443485636	443492582	443499496	443506514	443513429
426026076	443234752	443464839	443471776	443478813	443485644	443492590	443499504	443506522	443513437
426026381	443244124	443464854	443471784	443478821	443485651	443492608	443499512	443506530	443513445
426028387	443246343	443464862	443471792	443478839	443485669	443492616	443499520	443506548	443513452
426029575	443254677	443464870	443471800	443478847	443485677	443492624	443499538	443506555	443513460
426031183	443255799	443464888	443471818	443478854	443485685	443492632	443499546	443506563	443513478
426031886	443258934	443464896	443471826	443478862	443485693	443492640	443499553	443506571	443513494
426033833	443272992	443464904	443471834	443478888	443485701	443492657	443499561	443506589	443513502
426034641	443280425	443464912	443471842	443478896	443485719	443492665	443499579	443506597	443513510
426035515	443289251	443464920	443471859	443478904	443485727	443492673	443499587	443506605	443513528
426043022	443296785	443464938	443471867	443478912	443485735	443492681	443499595	443506613	443513536
426043170	443312673	443464946	443471875	443478920	443485743	443492699	443499603	443506621	443513544
426043212	443317227	443464953	443471883	443478938	443485750	443492707	443499611	443506639	443513551
426043279	443325618	443464961	443471891	443478946	443485768	443492715	443499629	443506647	443513569
426043519	443326905	443464979	443471909	443478953	443485776	443492723	443499637	443506654	443513577
426043733	443334511	443464995	443471917	443478961	443485784	443492731	443499645	443506662	443513585
426046074	443343157	443465000	443471925	443478979	443485792	443492749	443499652	443506670	443513593
426046462	443358841	443465018	443471933	443478987	443485800	443492756	443499660	443506688	443513601
426046603	443372412	443465026	443471941	443478995	443485818	443492764	443499678	443506696	443513619
426049748	443457114	443465042	443471958	443479001	443485826	443492772	443499686	443506704	443513627
426049979	443457122	443465059	443471966	443479019	443485842	443492780	443499694	443506712	443513635
426050498	443457130	443465067	443471974	443479035	443485859	443492798	443499702	443506720	443513643
426051785	443457148	443465075	443471982	443479043	443485867	443492806	443499710	443506738	443513650
426059960	443457155	443465083	443471990	443479050	443485875	443492814	443499728	443506746	443513668
426065256	443457163	443465091	443472006	443479068	443485883	443492822	443499736	443506753	443513684
426065561	443457171	443465109	443472014	443479076	443485891	443492830	443499744	443506761	443513692
426065595	443457189	443465117	443472022	443479084	443485909	443492848	443499751	443506779	443513700
426068185	443457197	443465125	443472030	443479092	443485917	443492855	443499769	443506787	443513718
426068490	443457205	443465133	443472048	443479100	443485925	443492863	443499777	443506795	443513726
426069266	443457213	443465141	443472055	443479118	443485933	443492871	443499785	443506803	443513734
426070033	443457221	443465158	443472063	443479126	443485941	443492889	443499793	443506811	443513742
426072658	443457239	443465166	443472071	443479134	443485958	443492897	443499801	443506829	443513759
426076170	443457247	443465174	443472089	443479142	443485966	443492905	443499819	443506837	443513767
426077079	443457254	443465190	443472097	443479159	443485982	443492913	443499827	443506845	443513775
426078291	443457262	443465208	443472105	443479167	443485990	443492921	443499835	443506852	443513783
426080362	443457270	443465216	443472113	443479175	443486006	443492939	443499843	443506860	443513791
426081089	443457288	443465224	443472121	443479183	443486014	443492947	443499850	443506878	443513809
426081568	443457296	443465240	443472139	443479191	443486022	443492954	443499868	443506886	443513817
426083119	443457312	443465257	443472147	443479209	443486030	443492962	443499876	443506894	443513833
426085353	443457320	443465265	443472154	443479217	443486048	443492970	443499884	443506902	443513841
426085932	443457346	443465273	443472162	443479225	443486055	443492988	443499892	443506928	443513858
426089371	443457353	443465281	443472170	443479233	443486063	443492996	443499900	443506936	443513874
426090221	443457361	443465299	443472188	443479241	443486071	443493002	443499918	443506944	443513882
426090833	443457379	443465307	443472196	443479258	443486089	443493010	443499926	443506951	443513890
426092706	443457387	443465315	443472204	443479266	443486097	443493028	443499934	443506969	443513908
426092797	443457395	443465323	443472212	443479274	443486105	443493036	443499942	443506977	443513916
426094769	443457403	443465331	443472220	443479282	443486113	443493044	443499959	443506985	443513924
426095584	443457411	443465349	443472238	443479290	443486121	443493051	443499967	443506993	443513940
426096301	443457429	443465356	443472246	443479308	443486139	443493069	443499983	443507009	443513957
426096533	443457437	443465364	443472253	443479316	443486147	443493077	443500012	443507017	443513965
426096624	443457445	443465372	443472261	443479324	443486154	443493085	443500020	443507025	443513973
426099644	443457452	443465380	443472279	443479332	443486162	443493093	443500038	443507033	443513981
426101176	443457460	443465398	443472287	443479340	443486170	443493101	443500046	443507041	443513999
426101689	443457478	443465406	443472295	443479357	443486188	443493119	443500053	443507058	443514005
426106290	443457486	443465414	443472303	443479365	443486196	443493135	443500061	443507066	443514013
426107959	443457502	443465422	443472311	443479373	443486204	443493143	443500079	443507074	443514021
426108288	443457528	443465430	443472329	443479381	443486212	443493150	443500087	443507082	443514039
426108460	443457536	443465448	443472337	443479399	443486220	443493168	443500095	443507090	443514047
426110045	443457551	443465455	443472345	443479407	443486238	443493176	443500103	443507108	443514054
426110326	443457569	443465463	443472352	443479415	443486246	443493184	443500111	443507116	443514062
426112942	443457577	443465471	443472360	443479423	443486253	443493192	443500137	443507124	443514070
426113361	443457585	443465489	443472378	443479431	443486261	443493200	443500145	443507132	443514088
426114237	443457593	443465497	443472386	443479449	443486279	443493218	443500152	443507140	443514096
426115184	443457601	443465505	443472394	443479456	443486287	443493226	443500160	443507165	443514104

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443520259	443527130	443534110	443540976	443547815	443554670	443561535	443568506	443575410	443586276
443520267	443527148	443534128	443540984	443547823	443554688	443561543	443568514	443575428	443586367
443520275	443527155	443534136	443540992	443547831	443554696	443561550	443568522	443575436	443586391
443520283	443527163	443534144	443541008	443547849	443554704	443561568	443568530	443575444	443586425
443520291	443527171	443534151	443541016	443547856	443554712	443561576	443568548	443575451	443586441
443520309	443527189	443534169	443541024	443547864	443554720	443561584	443568555	443575469	443586466
443520317	443527197	443534177	443541032	443547872	443554738	443561592	443568563	443575477	443586482
443520325	443527205	443534185	443541040	443547880	443554746	443561600	443568571	443575485	443586532
443520333	443527213	443534193	443541057	443547898	443554753	443561618	443568589	443575493	443586607
443520341	443527221	443534201	443541065	443547906	443554761	443561626	443568597	443575501	443586615
443520358	443527239	443534219	443541073	443547914	443554779	443561634	443568605	443575519	443586623
443520366	443527247	443534227	443541081	443547922	443554787	443561642	443568613	443575527	443586656
443520374	443527254	443534235	443541099	443547930	443554795	443561659	443568621	443575535	443586664
443520382	443527262	443534243	443541107	443547948	443554803	443561667	443568639	443575543	443586698
443520390	443527270	443534250	443541115	443547955	443554811	443561675	443568647	443575550	443586730
443520408	443527288	443534268	443541123	443547963	443554829	443561683	443568654	443575568	443586763
443520416	443527296	443534276	443541131	443547971	443554837	443561691	443568662	443575576	443586813
443520424	443527304	443534284	443541149	443547989	443554845	443561709	443568670	443575584	443586847
443520432	443527312	443534292	443541156	443548003	443554852	443561717	443568688	443575592	443586896
443520440	443527320	443534300	443541164	443548011	443554860	443561725	443568696	443575600	443586904
443520457	443527338	443534318	443541172	443548029	443554878	443561733	443568704	443575618	443586912
443520465	443527346	443534326	443541180	443548037	443554886	443561741	443568712	443575626	443586961
443520473	443527353	443534334	443541198	443548045	443554894	443561758	443568720	443575634	443586979
443520481	443527361	443534342	443541206	443548052	443554902	443561766	443568738	443575642	443587001
443520499	443527379	443534367	443541214	443548060	443554910	443561774	443568746	443575659	443587035
443520507	443527387	443534375	443541222	443548078	443554928	443561782	443568753	443575667	443587043
443520515	443527395	443534383	443541230	443548086	443554936	443561790	443568761	443575675	443587050
443520523	443527403	443534391	443541248	443548102	443554944	443561808	443568787	443575683	443587100
443520531	443527411	443534409	443541255	443548110	443554951	443561816	443568795	443575691	443587126
443520549	443527429	443534417	443541263	443548128	443554969	443561824	443568803	443575709	443587134
443520556	443527437	443534425	443541271	443548136	443554977	443561832	443568811	443575717	443587266
443520564	443527445	443534433	443541289	443548144	443554985	443561840	443568829	443575725	443587274
443520572	443527452	443534441	443541297	443548151	443554993	443561857	443568837	443575733	443587316
443520580	443527460	443534458	443541305	443548169	443555008	443561865	443568845	443575758	443587324
443520598	443527478	443534466	443541313	443548177	443555016	443561873	443568852	443575766	443587332
443520606	443527486	443534474	443541321	443548185	443555024	443561881	443568860	443575774	443587365
443520614	443527494	443534482	443541339	443548193	443555032	443561899	443568878	443575782	443587415
443520622	443527502	443534490	443541347	443548201	443555040	443561907	443568886	443575790	443587530
443520630	443527510	443534508	443541354	443548219	443555057	443561915	443568894	443575808	443587597
443520648	443527528	443534516	443541362	443548227	443555065	443561923	443568902	443575816	443587613
443520655	443527536	443534524	443541370	443548235	443555073	443561931	443568910	443575824	443587639
443520663	443527551	443534532	443541388	443548243	443555081	443561949	443568928	443575832	443587654
443520671	443527569	443534540	443541396	443548250	443555099	443561956	443568936	443575840	443587688
443520689	443527577	443534557	443541404	443548268	443555107	443561964	443568944	443575857	443587696
443520697	443527585	443534565	443541412	443548276	443555115	443561972	443568951	443575865	443587720
443520705	443527593	443534573	443541420	443548284	443555123	443561980	443568969	443575873	443587746
443520713	443527601	443534581	443541438	443548292	443555131	443561998	443568977	443575881	443587761
443520721	443527619	443534599	443541446	443548300	443555149	443562004	443568985	443575899	443587803
443520739	443527627	443534607	443541453	443548318	443555156	443562012	443568993	443575907	443587829
443520747	443527635	443534615	443541461	443548326	443555164	443562020	443569009	443575915	443587852
443520754	443527643	443534623	443541479	443548334	443555172	443562038	443569017	443575923	443587894
443520762	443527650	443534631	443541487	443548342	443555180	443562053	443569025	443575931	443588017
443520770	443527668	443534649	443541495	443548359	443555198	443562061	443569041	443575949	443588025
443520788	443527676	443534656	443541503	443548367	443555206	443562079	443569058	443575956	443588041
443520796	443527684	443534664	443541511	443548375	443555214	443562087	443569066	443575964	443588058
443520804	443527692	443534672	443541529	443548383	443555222	443562095	443569074	443575980	443588074
443520812	443527700	443534680	443541537	443548391	443555230	443562103	443569082	443575998	443588108
443520820	443527718	443534698	443541545	443548409	443555248	443562111	443569090	443576004	443588124
443520838	443527726	443534706	443541552	443548417	443555255	443562129	443569108	443576012	443588173
443520846	443527734	443534714	443541560	443548425	443555263	443562137	443569116	443576020	443588249
443520853	443527742	443534722	443541578	443548433	443555271	443562145	443569124	443576038
443520861	443527759	443534730	443541586	443548441	443555289	443562152	443569132	443576046
443520879	443527767	443534748	443541594	443548458	443555297	443562160	443569140	443576053
443520887	443527783	443534755	443541602	443548474	443555305	443562178	443569157	443576061
443520895	443527791	443534763	443541610	443548482	443555313	443562186	443569165	443576079
443520903	443527809	443534771	443541628	443548490	443555321	443562194	443569173	443576087
443520911	443527817	443534789	443541636	443548508	443555339	443562202	443569199	443576095
443520929	443527825	443534797	443541644	443548516	443555347	443562210	443569207	443576103
443520937	443527833	443534805	443541651	443548524	443555354	443562228	443569215	443576111
443520945	443527841	443534813	443541669	443548532	443555362	443562236	443569223	443576129
443520952	443527858	443534821	443541677	443548540	443555370	443562244	443569231	443576137
443520960	443527866	443534839	443541685	443548557	443555388	443562251	443569249	443576145
443520978	443527874	443534847	443541693	443548565	443555396	443562269	443569256	443576152

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
426116539	443457619	443465513	443472402	443479464	443486295	443493234	443500178	443507173	443514112
426118899	443457627	443465521	443472410	443479472	443486303	443493242	443500186	443507181	443514120
426120127	443457635	443465539	443472428	443479480	443486311	443493259	443500194	443507199	443514138
426120390	443457643	443465547	443472436	443479498	443486329	443493267	443500202	443507207	443514146
426120713	443457650	443465554	443472444	443479506	443486337	443493275	443500210	443507215	443514153
426121638	443457668	443465562	443472451	443479514	443486345	443493283	443500228	443507223	443514161
426121810	443457676	443465570	443472469	443479522	443486352	443493291	443500236	443507231	443514179
426124129	443457684	443465588	443472477	443479530	443486360	443493309	443500244	443507249	443514187
426126330	443457692	443465596	443472485	443479548	443486378	443493317	443500251	443507256	443514195
426127825	443457700	443465604	443472493	443479555	443486386	443493325	443500269	443507264	443514211
426128310	443457718	443465612	443472501	443479563	443486394	443493333	443500277	443507272	443514229
426129607	443457726	443465620	443472519	443479571	443486402	443493341	443500285	443507280	443514237
426130738	443457734	443465638	443472527	443479589	443486410	443493358	443500293	443507298	443514245

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443520986	443527882	443534854	443541719	443548573	443555404	443562277	443569264	443576160
443520994	443527890	443534862	443541727	443548581	443555412	443562285	443569272	443576178
443521000	443527908	443534870	443541735	443548599	443555420	443562293	443569280	443576186
443521018	443527916	443534888	443541743	443548607	443555438	443562301	443569298	443576194
443521026	443527924	443534896	443541750	443548615	443555446	443562319	443569306	443576202
443521034	443527932	443534904	443541768	443548623	443555453	443562327	443569314	443576228
443521042	443527940	443534912	443541776	443548631	443555461	443562335	443569322	443576236
443521059	443527957	443534920	443541784	443548649	443555479	443562343	443569330	443576244
443521067	443527965	443534938	443541792	443548656	443555487	443562350	443569348	443576251
443521075	443527973	443534946	443541800	443548664	443555495	443562368	443569355	443576269
443521083	443527981	443534953	443541818	443548672	443555503	443562376	443569363	443576277
443521091	443527999	443534961	443541826	443548680	443555511	443562384	443569371	443576285
443521109	443528005	443534979	443541834	443548698	443555529	443562392	443569389	443576293

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.

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 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 29 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

Sch-B-2

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

Sch-B-3

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

Sch-B-4

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. 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.

29. Certain Characteristics of the Receivables.

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

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

Sch-B-5

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

(D) Each Receivable had an Annual Percentage Rate as of the Cutoff Date, 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 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 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.

30. 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.

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31. 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.

32. 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.

33. 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.

34. 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.

35. 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.

36. 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.

37. 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.

Sch-B-7

SCHEDULE C

SERVICING POLICIES AND PROCEDURES

Note: Applicable Time Periods Will Vary by State

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

The Collection Process

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

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

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

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

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

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

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

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

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

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

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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

AmeriCredit Automobile Receivables Trust 2010-B

Class A-1 0.37690% Asset Backed Notes

Class A-2 1.18% Asset Backed Notes

Class A-3 2.49% 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-B, 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 August 2, 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}

$

0

{2}

Preliminary End of period Note Balance

{2}

$

0

{3}

Deficiency Amount

{3}

0

{4}

End of period Note Balance

{4}

$

0

{5}

Note Pool Factors {4} / {1}

{5}

II.

RECONCILIATION OF SPREAD ACCOUNT:

{6}

Preliminary End of period Spread Account balance

{6}

$

0

{7}

Spread Account Claim Amount from preliminary certificate

{7}

0

{8}

End of period Spread Account balance

{8}

$

0

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

hc—>

{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:

Units

Dollars

Percentage

Receivables with Scheduled Payment delinquent

{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}

Ex-A-1

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	hc—>	{29}
		{30}	Second previous Monthly Period Delinquency Ratio	hc—>	{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	hc—>	{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

AmeriCredit Automobile Receivables Trust 2010-B

Class A-1 0.37690% Asset Backed Notes

Class A-2 1.18% Asset Backed Notes

Class A-3 2.49% 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-B, 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 August 2, 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:	Purchases	Units	Cut-off Date	Closing Date	Original Pool Balance
Monthly Period Ending:	Initial Purchase
Prev. Distribution/Close Date:
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}

Ex-B-1

III.	RECONCILIATION OF PRE-FUNDING ACCOUNT:
{20}	Beginning of period Pre-Funding Account balance										{20}
{21}	Purchase of Subsequent Receivables										{21}
{22}	Investment Earnings										{22}
{23}	Investment Earnings Transfer to Collections Account							hc this mth only	hc this mth only		{23}
{24}	Payment of Mandatory Prepayment Amount							hc this mth only	hc this mth only		{24}
{25}	Total Month Activity										{25}
{26}	End of period Pre-Funding Account balance										{26}
IV.	OVERCOLLATERALIZATION AMOUNT CALCULATION
{27}	Current Distribution Date Before February 2012?
{28}	If {27} is Yes, then Overcollateralization Amount 22%
{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
						N/A
{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						(less prefund acct earnings of      )				{38}
{39}	Investment Earnings										{39}
{40}	Investment Earnings Transfer to Collections Account										{40}
{41}	Payment of Overfunded Capitalized Interest Amount								capitlzd file hc--->		{41}
{42}	Payment of Remaining Capitalized Interest Account								-(+L101+K102+K103+K104+K105)		{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}	Deficiency 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}
	{64}	Owner Trustee Fee									{64}
		Noteholders’ Interest Distributable Amount
		Class	Beginning Note Balance	Interest Carryover	Interest Rate	Days	Days Basis	Calculated Interest
	{65}	Class A-1			0.37690%		Actual days/360				{65}
	{66}	Class A-2			1.18000%		30/360				{66}
	{67}	Class A-3			2.49000%		30/360				{67}
		Noteholders’ Principal Distributable Amount
		Class	Principal Distributable	Principal Carryover	Excess Principal  Due		Mandatory Note Prepayment	Total Principal
	{68}	Class A-1									{68}
	{69}	Class A-2									{69}
	{70}	Class A-3									{70}
	{71}	Security Insurer Premiums - to AGM									{71}
	{72}	Total distributions									{72}
{73}	Excess Available Funds										{73}
{74}	Any Remaining Amounts owed to AGM under the Insurance Agreement										{74}
{75}	Deposit to Spread Account to Increase to Required Level										{75}
{76}	Noteholders’ Accelerated Principal Amount										{76}
{77}	Deposit to Spread Account										{77}

VIII.	CALCULATION OF ACCELERATED PRINCIPAL AMOUNT
{78}	Excess Available Funds After Amount to Increase Spread to Required Level ({73} - {74} - {75})					{78}
{79}	Pro-forma Note Balance ({13} - {9})					{79}
{80}	Required Pro-forma Note Balance (the product of 100%-OC Amount {31} and the Aggregate Principal Bal. {10})					{80}
{81}	Excess of Pro Forma Balance over Required Balance ({79} - {80})					{81}
{82}	Accelerated Principal Amount (lesser of {78} or {81})					{82}
IX.	CALCULATION OF ACCELERATED PAYMENT AMOUNT SHORTFALL
{83}	Pro-forma Note Balance ({13} - {9})					{83}
{84}	Required Pro-forma Note Balance (the product of 100%-OC Amount {31} and the Aggregate Principal Bal. {10})					{84}
{85}	Excess of Pro Forma Balance over Required Balance ({83} - {84})					{85}
{86}	Excess Available Funds After Amount to Increase Spread to Required Level ({72} - {73})					{86}
{87}	Accelerated Payment Amount Shortfall ({85} - {86})					{87}
X.	RECONCILIATION OF SPREAD ACCOUNT:
			Initial				Total
{88}	Initial or Subsequent Spread Account Deposits
{89}	Beginning of period Spread Account balance					{89}
	Additions to Spread Account
	{90}	Deposits from Collections Account ({75} + {77})				{90}
	{91}	Investment Earnings			{91}
	{92}	Investment Earnings - transferred to Collection Account Available Funds			{92}
	{93}	Investment Earnings remaining		hc--->		{93}
	{94}	Deposits Related to Subsequent Receivables Purchases or Amendment		hc--->		{94}
	{95}	Deposit From Other AGM Series Spread Accounts				{95}
	{96}	Total Additions				{96}
{97}	Spread Account balance available for withdrawals					{97}
	Requisite Amount of Spread Account
		Floor Amount    (Calculation Below)    =
	{98}	(Max of (1.) $100,000 or (2.) Lesser of Note Balance and 2.00% Original Pool Balance)				{98}
	{99}	If Trigger Event exists then 2% of Original Pool Balance + 6% of the Aggregate Principal Balance		0		{99}
	{100}	If an Insurance Agreement Event of Default exists then the Pool Balance				{100}
	{101}	Requisite Amount of Spread Account				{101}
	Withdrawals from Spread Account
	{102}	Priority First - Deficiency Claim Amount				{102}
	{103}	Priority Second - Accelerated Payment Amount Shortfall				{103}
	{104}	-Indemnity 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.				{104}
	{105}	- Expenses associated with maintaining Security Interest in vehicles				{105}
	{106}	- Pro rata Total Enhancement Shortfall				{106}
	{107}	- to Certificateholder				{107}
	{108}	Total withdrawals				{108}
{109}	End of period Spread Account balance					{109}
XI.	CALCULATION OF OC LEVEL AND OC PERCENTAGE
	{110}	Aggregate Principal Balance				{110}
	{111}	End of period Note Balance				{111}
	{112}	Line {109} less line {110} (During Funding Period amount equal to zero)				{112}
	{113}	OC level    {112} / {110}				{113}
	{114}	Ending Spread Balance as a percentage of Aggregate Principal Balance ({108}/{109})				{114}
	{115}	OC Percentage ({113} + {114})				{115}

By:

Name:

Title:

Date:

EX-10.1

Exhibit 10.1

Execution Copy

PURCHASE AGREEMENT

between

AFS SENSUB CORP.

Purchaser

and

AMERICREDIT FINANCIAL SERVICES, INC.

Seller

Dated as of August 2, 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	15
SECTION 6.10	Governing Law	16
SECTION 6.11	Counterparts	17

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

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of August 2, 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 August 2, 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-B (as Issuer) and 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 August 19, 2010.

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

“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.

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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;

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(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.

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(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.

7

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.

(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

8

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.

9

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.

(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

10

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

12

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.

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

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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.

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

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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.

(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, 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, 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.

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

15

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).

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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.

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]

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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/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive Vice President, Structured Finance
AMERICREDIT FINANCIAL SERVICES, INC.,
	as Seller
By	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	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

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
422897751	426133674	443457742	443465646	443472535	443479597	443486428	443493366	443500301	443507306
423374305	426134276	443457759	443465653	443472543	443479605	443486436	443493374	443500319	443507314
423524131	426137923	443457767	443465661	443472550	443479613	443486444	443493382	443500327	443507322
423568872	426139093	443457775	443465679	443472568	443479621	443486451	443493390	443500335	443507330
423678762	426140398	443457783	443465687	443472576	443479639	443486469	443493408	443500343	443507348
423726256	426141271	443457809	443465695	443472584	443479647	443486477	443493416	443500350	443507355
423756162	426142188	443457817	443465703	443472592	443479654	443486485	443493424	443500368	443507363
423837046	426146379	443457825	443465711	443472600	443479662	443486493	443493432	443500384	443507371
423981026	426147765	443457833	443465729	443472618	443479670	443486501	443493440	443500392	443507397
424016194	426153623	443457841	443465737	443472626	443479688	443486519	443493457	443500400	443507405
424064095	426153664	443457866	443465745	443472634	443479696	443486527	443493465	443500418	443507413
424134757	426153946	443457874	443465752	443472642	443479704	443486535	443493473	443500426	443507421
424143733	426157251	443457890	443465760	443472659	443479712	443486550	443493481	443500434	443507439
424154037	426158507	443457908	443465778	443472667	443479720	443486568	443493499	443500459	443507447
424173433	426158853	443457916	443465786	443472675	443479738	443486576	443493507	443500467	443507454
424178242	426159067	443457932	443465794	443472683	443479746	443486584	443493515	443500475	443507462
424186518	426160784	443457940	443465802	443472691	443479753	443486592	443493523	443500483	443507470
424189686	426160792	443457957	443465810	443472709	443479761	443486600	443493549	443500491	443507488
424193506	426161717	443457965	443465828	443472717	443479779	443486618	443493556	443500517	443507496
424201820	426161980	443457973	443465836	443472725	443479787	443486626	443493564	443500525	443507504
424222230	426162129	443457981	443465844	443472733	443479795	443486634	443493572	443500533	443507512
424226215	426163853	443458005	443465851	443472741	443479803	443486642	443493580	443500541	443507520
424313583	426163986	443458013	443465869	443472758	443479811	443486659	443493598	443500558	443507538
424332377	426164588	443458021	443465877	443472766	443479829	443486667	443493606	443500566	443507546
424334803	426166559	443458039	443465885	443472774	443479837	443486683	443493614	443500574	443507553
424345312	426167441	443458047	443465893	443472782	443479845	443486691	443493622	443500582	443507561
424414134	426173357	443458054	443465901	443472790	443479852	443486709	443493630	443500608	443507579
424421147	426175055	443458062	443465919	443472808	443479860	443486717	443493648	443500616	443507587
424453512	426176152	443458070	443465927	443472816	443479878	443486725	443493655	443500624	443507595
424471647	426176608	443458096	443465935	443472824	443479886	443486733	443493663	443500632	443507603
424478527	426179826	443458112	443465943	443472832	443479894	443486741	443493671	443500640	443507611
424478998	426180816	443458120	443465950	443472840	443479902	443486758	443493689	443500657	443507629
424494185	426181723	443458146	443465968	443472857	443479910	443486766	443493697	443500665	443507637
424508240	426182176	443458161	443465976	443472865	443479928	443486774	443493705	443500673	443507645
424516094	426187589	443458179	443465984	443472873	443479936	443486782	443493713	443500681	443507660
424533388	426188710	443458187	443465992	443472881	443479944	443486790	443493721	443500699	443507678
424540672	426189189	443458203	443466016	443472899	443479951	443486808	443493739	443500707	443507686
424540763	426191730	443458211	443466024	443472907	443479969	443486816	443493747	443500715	443507694
424549731	426192258	443458229	443466032	443472915	443479977	443486824	443493754	443500723	443507702
424567139	426193033	443458245	443466040	443472931	443479985	443486832	443493762	443500731	443507710
424577831	426193249	443458252	443466057	443472949	443479993	443486840	443493770	443500749	443507728
424590834	426194130	443458286	443466065	443472956	443480009	443486857	443493788	443500756	443507736
424596229	426195780	443458294	443466073	443472964	443480017	443486865	443493796	443500764	443507744
424616563	426196036	443458310	443466081	443472972	443480025	443486873	443493804	443500772	443507751
424625010	426196390	443458328	443466099	443472980	443480033	443486881	443493812	443500780	443507769
424670230	426199634	443458336	443466107	443472998	443480041	443486899	443493820	443500798	443507777
424673408	426201141	443458344	443466115	443473004	443480058	443486907	443493838	443500806	443507785
424682599	426201174	443458351	443466123	443473012	443480066	443486915	443493846	443500814	443507793
424702140	426202156	443458369	443466131	443473020	443480074	443486923	443493853	443500822	443507801
424705788	426202586	443458377	443466149	443473038	443480082	443486931	443493861	443500830	443507819
424715340	426202644	443458385	443466156	443473046	443480090	443486949	443493879	443500848	443507827
424732477	426203832	443458393	443466164	443473053	443480108	443486956	443493887	443500855	443507835
424734739	426204178	443458427	443466172	443473061	443480116	443486964	443493895	443500863	443507843
424740454	426204681	443458435	443466180	443473079	443480124	443486972	443493903	443500871	443507868
424741643	426207155	443458443	443466198	443473087	443480132	443486980	443493911	443500889	443507876
424747228	426208914	443458468	443466206	443473095	443480140	443486998	443493929	443500897	443507884
424774131	426211645	443458484	443466214	443473103	443480157	443487004	443493937	443500905	443507892
424787257	426212106	443458492	443466222	443473111	443480165	443487012	443493945	443500913	443507900
424815447	426214011	443458500	443466230	443473129	443480173	443487020	443493952	443500921	443507918
424818680	426215463	443458518	443466248	443473137	443480181	443487038	443493960	443500939	443507926
424825941	426219663	443458526	443466255	443473145	443480199	443487046	443493978	443500947	443507934
424832632	426220380	443458542	443466263	443473152	443480207	443487053	443493986	443500954	443507942
424839025	426220711	443458567	443466271	443473160	443480215	443487061	443493994	443500962	443507959
424842094	426221347	443458575	443466289	443473178	443480223	443487079	443494000	443500970	443507967
424859247	426221578	443458591	443466297	443473186	443480231	443487087	443494018	443500988	443507975
424891240	426222345	443458617	443466305	443473194	443480249	443487095	443494034	443500996	443507983
424899615	426222816	443458625	443466313	443473202	443480256	443487103	443494042	443501002	443507991
424903680	426223806	443458633	443466321	443473210	443480264	443487111	443494059	443501010	443508007
424933109	426224275	443458641	443466339	443473228	443480272	443487129	443494067	443501028	443508015
424936839	426225165	443458658	443466347	443473236	443480280	443487137	443494075	443501036	443508023
424943546	426227492	443458666	443466354	443473244	443480298	443487145	443494083	443501044	443508031
424951994	426231494	443458674	443466362	443473251	443480306	443487152	443494091	443501051	443508049
424962918	426231825	443458682	443466370	443473277	443480314	443487160	443494109	443501069	443508056
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443514252	443521117	443528013	443534987	443541842	443548706	443555537	443562400	443569397	443576301
443514260	443521125	443528021	443534995	443541859	443548714	443555545	443562418	443569405	443576319
443514278	443521133	443528039	443535018	443541867	443548722	443555560	443562434	443569413	443576327
443514286	443521141	443528047	443535026	443541875	443548730	443555578	443562442	443569421	443576343
443514294	443521158	443528054	443535034	443541883	443548748	443555586	443562459	443569439	443576350
443514302	443521166	443528062	443535042	443541891	443548755	443555594	443562467	443569447	443576368
443514310	443521174	443528070	443535059	443541909	443548763	443555602	443562475	443569454	443576376
443514328	443521182	443528088	443535067	443541917	443548771	443555610	443562483	443569462	443576384
443514336	443521190	443528096	443535075	443541925	443548789	443555628	443562491	443569470	443576392
443514344	443521208	443528104	443535083	443541933	443548797	443555636	443562509	443569488	443576400
443514351	443521216	443528112	443535091	443541941	443548805	443555644	443562517	443569496	443576418
443514369	443521224	443528120	443535109	443541958	443548813	443555651	443562525	443569504	443576426
443514377	443521232	443528138	443535117	443541966	443548821	443555669	443562533	443569512	443576434
443514385	443521240	443528146	443535125	443541974	443548839	443555677	443562541	443569520	443576442
443514393	443521257	443528153	443535133	443541982	443548847	443555685	443562558	443569546	443576459
443514401	443521265	443528161	443535141	443541990	443548854	443555693	443562566	443569553	443576467
443514419	443521273	443528179	443535158	443542006	443548862	443555701	443562574	443569561	443576475
443514427	443521281	443528187	443535166	443542014	443548870	443555719	443562582	443569579	443576483
443514435	443521299	443528195	443535174	443542022	443548888	443555727	443562590	443569587	443576491
443514443	443521307	443528203	443535182	443542030	443548896	443555735	443562608	443569603	443576509
443514450	443521315	443528211	443535190	443542048	443548904	443555743	443562616	443569611	443576517
443514468	443521323	443528229	443535208	443542055	443548912	443555750	443562624	443569629	443576525
443514476	443521331	443528237	443535216	443542063	443548920	443555768	443562632	443569637	443576533
443514484	443521349	443528245	443535224	443542071	443548938	443555776	443562640	443569645	443576541
443514492	443521356	443528252	443535232	443542089	443548946	443555784	443562657	443569652	443576558
443514500	443521364	443528260	443535240	443542097	443548953	443555792	443562665	443569660	443576566
443514518	443521372	443528278	443535257	443542105	443548961	443555800	443562673	443569678	443576574
443514526	443521380	443528286	443535265	443542113	443548979	443555818	443562681	443569686	443576582
443514534	443521398	443528294	443535273	443542121	443548987	443555826	443562699	443569694	443576590
443514542	443521406	443528302	443535281	443542139	443548995	443555834	443562715	443569710	443576608
443514559	443521414	443528310	443535299	443542147	443549001	443555842	443562723	443569728	443576616
443514567	443521422	443528328	443535307	443542154	443549019	443555859	443562731	443569736	443576624
443514575	443521430	443528336	443535315	443542162	443549027	443555867	443562749	443569744	443576632
443514583	443521448	443528344	443535323	443542170	443549035	443555875	443562756	443569751	443576640
443514591	443521455	443528351	443535331	443542196	443549043	443555883	443562764	443569769	443576657
443514609	443521463	443528369	443535349	443542204	443549050	443555891	443562772	443569777	443576665
443514617	443521471	443528377	443535356	443542212	443549068	443555909	443562780	443569785	443576673
443514625	443521489	443528385	443535364	443542220	443549084	443555917	443562798	443569793	443576681
443514633	443521497	443528393	443535372	443542238	443549092	443555925	443562806	443569801	443576699
443514641	443521505	443528401	443535380	443542246	443549100	443555933	443562814	443569819	443576707
443514658	443521513	443528419	443535398	443542253	443549118	443555941	443562822	443569827	443576715
443514666	443521521	443528427	443535406	443542261	443549126	443555958	443562830	443569835	443576723
443514674	443521539	443528435	443535414	443542279	443549134	443555966	443562848	443569843	443576731
443514682	443521547	443528443	443535422	443542287	443549142	443555974	443562855	443569850	443576749
443514690	443521554	443528450	443535430	443542295	443549159	443555982	443562863	443569868	443576756
443514708	443521562	443528468	443535448	443542303	443549167	443555990	443562871	443569876	443576764
443514716	443521570	443528476	443535455	443542311	443549175	443556006	443562889	443569884	443576772
443514724	443521588	443528484	443535463	443542329	443549183	443556014	443562897	443569892	443576780
443514732	443521596	443528492	443535471	443542337	443549191	443556022	443562905	443569900	443576798
443514740	443521604	443528500	443535489	443542345	443549209	443556048	443562913	443569918	443576806
443514757	443521612	443528518	443535497	443542352	443549217	443556055	443562921	443569926	443576814
443514765	443521620	443528526	443535505	443542360	443549225	443556063	443562939	443569934	443576822
443514773	443521638	443528534	443535513	443542378	443549233	443556071	443562947	443569942	443576830
443514799	443521646	443528559	443535521	443542386	443549241	443556089	443562954	443569959	443576848
443514807	443521653	443528567	443535539	443542394	443549258	443556097	443562962	443569967	443576855
443514815	443521661	443528575	443535547	443542402	443549266	443556105	443562970	443569975	443576863
443514823	443521679	443528591	443535554	443542410	443549274	443556113	443562988	443569983	443576871
443514831	443521687	443528609	443535562	443542428	443549282	443556121	443562996	443569991	443576889
443514849	443521695	443528617	443535570	443542436	443549290	443556139	443563002	443570007	443576897
443514856	443521703	443528625	443535588	443542444	443549308	443556147	443563010	443570015	443576905
443514864	443521711	443528633	443535596	443542451	443549316	443556154	443563028	443570031	443576913
443514872	443521729	443528641	443535604	443542469	443549324	443556162	443563036	443570049	443576921
443514880	443521737	443528658	443535612	443542477	443549332	443556170	443563044	443570056	443576939
443514898	443521745	443528666	443535620	443542485	443549340	443556188	443563051	443570072	443576947
443514906	443521752	443528674	443535638	443542493	443549357	443556196	443563069	443570080	443576954
443514914	443521760	443528682	443535646	443542501	443549365	443556204	443563077	443570098	443576962
443514922	443521778	443528690	443535653	443542519	443549373	443556212	443563085	443570106	443576970
443514930	443521786	443528708	443535661	443542527	443549381	443556220	443563093	443570114	443576988
443514948	443521794	443528716	443535679	443542535	443549399	443556238	443563101	443570122	443576996
443514955	443521810	443528724	443535687	443542543	443549407	443556246	443563127	443570130	443577002
443514963	443521828	443528732	443535695	443542550	443549415	443556253	443563135	443570148	443577010
443514971	443521836	443528740	443535703	443542568	443549423	443556261	443563143	443570155	443577028
443514989	443521844	443528757	443535711	443542576	443549431	443556279	443563150	443570163	443577036

Sch. A

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
424966091	426233821	443458690	443466388	443473293	443480322	443487178	443494117	443501077	443508064
425025095	426234175	443458716	443466396	443473319	443480330	443487186	443494125	443501085	443508072
425040565	426234597	443458724	443466404	443473327	443480348	443487194	443494133	443501093	443508080
425047354	426236089	443458732	443466412	443473335	443480355	443487202	443494141	443501101	443508098
425053832	426236170	443458740	443466420	443473343	443480363	443487210	443494158	443501119	443508106
425056264	426236691	443458757	443466438	443473350	443480371	443487228	443494166	443501127	443508114
425066719	426237335	443458765	443466446	443473368	443480389	443487236	443494174	443501135	443508122
425070794	426240222	443458773	443466453	443473376	443480397	443487244	443494182	443501143	443508130
425079910	426241246	443458781	443466461	443473384	443480405	443487251	443494190	443501150	443508148
425086246	426243739	443458799	443466479	443473392	443480413	443487269	443494208	443501168	443508155
425087749	426244497	443458807	443466487	443473400	443480421	443487277	443494216	443501184	443508163
425092434	426244513	443458815	443466495	443473418	443480439	443487285	443494224	443501192	443508171
425095387	426244679	443458823	443466503	443473426	443480447	443487293	443494240	443501200	443508189
425123056	426245809	443458831	443466511	443473434	443480454	443487301	443494257	443501226	443508197
425127354	426248738	443458849	443466529	443473442	443480462	443487319	443494265	443501234	443508205
425146677	426248951	443458856	443466537	443473459	443480470	443487327	443494273	443501242	443508213
425150711	426249215	443458864	443466545	443473467	443480488	443487335	443494281	443501259	443508221
425152154	426249314	443458872	443466552	443473475	443480496	443487343	443494299	443501267	443508239
425165909	426249561	443458880	443466560	443473483	443480504	443487350	443494307	443501275	443508247
425166311	426251203	443458898	443466578	443473491	443480512	443487368	443494315	443501283	443508254
425172079	426251989	443458906	443466586	443473509	443480538	443487376	443494323	443501291	443508262
425172830	426253274	443458914	443466594	443473517	443480546	443487384	443494331	443501309	443508270
425191590	426255444	443458922	443466602	443473525	443480553	443487392	443494349	443501325	443508288
425199932	426255782	443458948	443466628	443473533	443480561	443487400	443494356	443501333	443508296
425202322	426256582	443458955	443466636	443473541	443480579	443487418	443494364	443501341	443508304
425202843	426257614	443458963	443466651	443473558	443480587	443487426	443494372	443501366	443508312
425206943	426257747	443458971	443466669	443473574	443480595	443487434	443494380	443501374	443508320
425210457	426258737	443458989	443466677	443473582	443480603	443487442	443494398	443501382	443508338
425214731	426259305	443458997	443466685	443473590	443480611	443487459	443494406	443501390	443508346
425214855	426260733	443459003	443466693	443473608	443480629	443487467	443494414	443501408	443508353
425215746	426261954	443459011	443466701	443473616	443480637	443487475	443494422	443501416	443508361
425218963	426262499	443459029	443466719	443473624	443480645	443487483	443494430	443501424	443508379
425220688	426265518	443459037	443466727	443473640	443480660	443487491	443494448	443501432	443508387
425224722	426273546	443459045	443466735	443473657	443480678	443487509	443494455	443501440	443508395
425226818	426274049	443459060	443466743	443473665	443480686	443487517	443494463	443501457	443508403
425227089	426274189	443459078	443466750	443473673	443480694	443487525	443494471	443501465	443508411
425228350	426275509	443459086	443466768	443473699	443480702	443487533	443494489	443501473	443508429
425228566	426276911	443459102	443466776	443473707	443480710	443487541	443494497	443501481	443508437
425228624	426277844	443459128	443466784	443473715	443480728	443487558	443494505	443501499	443508445
425229705	426278990	443459136	443466792	443473723	443480736	443487566	443494513	443501507	443508452
425230646	426280772	443459144	443466800	443473731	443480744	443487574	443494539	443501515	443508460
425233988	426280830	443459151	443466818	443473749	443480751	443487582	443494547	443501523	443508478
425239050	426282380	443459169	443466826	443473756	443480769	443487590	443494554	443501531	443508486
425239357	426283693	443459185	443466834	443473764	443480777	443487608	443494562	443501549	443508494
425241874	426285763	443459193	443466842	443473772	443480785	443487616	443494570	443501556	443508502
425241940	426287371	443459219	443466859	443473798	443480793	443487624	443494588	443501564	443508510
425243698	426291456	443459227	443466867	443473806	443480801	443487632	443494596	443501572	443508528
425246014	426293056	443459235	443466875	443473814	443480819	443487640	443494604	443501580	443508536
425249141	426293742	443459250	443466883	443473830	443480827	443487657	443494612	443501598	443508544
425250180	426294013	443459268	443466891	443473855	443480835	443487665	443494620	443501606	443508551
425250545	426301958	443459276	443466909	443473863	443480843	443487673	443494638	443501614	443508569
425252012	426304028	443459284	443466925	443473871	443480850	443487681	443494646	443501622	443508577
425253457	426304200	443459292	443466933	443473889	443480868	443487699	443494653	443501630	443508585
425255437	426306163	443459318	443466941	443473897	443480876	443487707	443494661	443501648	443508593
425257979	426310389	443459326	443466958	443473905	443480884	443487715	443494679	443501655	443508601
425259561	426310793	443459334	443466966	443473913	443480892	443487723	443494687	443501671	443508619
425260288	426311304	443459342	443466974	443473921	443480900	443487731	443494695	443501689	443508627
425262193	426311429	443459359	443466982	443473939	443480918	443487749	443494703	443501697	443508635
425262383	426311866	443459367	443466990	443473947	443480926	443487756	443494711	443501705	443508643
425263241	426312864	443459375	443467006	443473962	443480934	443487764	443494729	443501713	443508650
425264041	426315156	443459383	443467014	443473970	443480942	443487772	443494737	443501721	443508668
425265733	426315230	443459391	443467022	443473988	443480959	443487780	443494745	443501739	443508676
425266541	426315545	443459409	443467030	443473996	443480967	443487798	443494752	443501747	443508684
425267085	426316634	443459417	443467048	443474002	443480975	443487806	443494760	443501754	443508692
425267184	426317681	443459425	443467055	443474010	443480983	443487814	443494778	443501762	443508700
425267978	426319331	443459433	443467063	443474028	443480991	443487822	443494786	443501770	443508718
425271590	426319661	443459458	443467071	443474036	443481007	443487830	443494794	443501788	443508726
425271822	426320263	443459474	443467089	443474044	443481015	443487855	443494802	443501796	443508734
425272960	426323267	443459482	443467097	443474051	443481023	443487863	443494810	443501804	443508742
425277159	426323390	443459490	443467105	443474069	443481031	443487871	443494828	443501812	443508759
425279411	426323754	443459508	443467113	443474077	443481049	443487889	443494836	443501820	443508767
425279627	426324380	443459516	443467121	443474085	443481056	443487905	443494844	443501838	443508775
425280187	426327359	443459540	443467139	443474093	443481064	443487913	443494851	443501846	443508783
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443514997	443521851	443528765	443535729	443542584	443549449	443556287	443563168	443570171	443577044
443515002	443521869	443528773	443535737	443542592	443549456	443556295	443563176	443570189	443577051
443515010	443521885	443528781	443535745	443542600	443549464	443556303	443563184	443570197	443577069
443515028	443521893	443528799	443535752	443542618	443549472	443556311	443563192	443570205	443577077
443515036	443521901	443528815	443535760	443542626	443549480	443556329	443563200	443570213	443577085
443515044	443521919	443528823	443535778	443542634	443549498	443556337	443563218	443570221	443577093
443515051	443521927	443528831	443535786	443542642	443549506	443556345	443563226	443570239	443577101
443515069	443521935	443528849	443535794	443542659	443549514	443556352	443563234	443570247	443577119
443515077	443521943	443528856	443535810	443542667	443549522	443556360	443563242	443570254	443577127
443515085	443521950	443528864	443535828	443542675	443549530	443556378	443563259	443570262	443577135
443515093	443521968	443528872	443535836	443542683	443549548	443556386	443563267	443570270	443577143
443515101	443521976	443528880	443535844	443542691	443549555	443556394	443563275	443570288	443577150
443515127	443521984	443528906	443535869	443542709	443549563	443556402	443563283	443570296	443577168
443515135	443521992	443528914	443535877	443542725	443549571	443556410	443563291	443570304	443577176
443515143	443522008	443528922	443535885	443542733	443549589	443556428	443563309	443570312	443577184
443515150	443522016	443528930	443535893	443542741	443549597	443556436	443563317	443570320	443577192
443515168	443522024	443528948	443535901	443542758	443549605	443556444	443563325	443570338	443577200
443515176	443522032	443528955	443535919	443542766	443549613	443556451	443563333	443570346	443577218
443515184	443522040	443528963	443535927	443542774	443549621	443556469	443563341	443570353	443577226
443515200	443522057	443528971	443535935	443542782	443549639	443556477	443563358	443570361	443577234
443515218	443522065	443528989	443535943	443542790	443549647	443556485	443563366	443570379	443577242
443515226	443522073	443528997	443535950	443542808	443549654	443556493	443563374	443570387	443577259
443515234	443522081	443529003	443535968	443542816	443549662	443556501	443563382	443570395	443577267
443515242	443522099	443529011	443535976	443542824	443549670	443556519	443563408	443570403	443577275
443515259	443522107	443529029	443535984	443542832	443549688	443556527	443563416	443570411	443577283
443515267	443522115	443529037	443535992	443542840	443549696	443556535	443563424	443570429	443577291
443515275	443522123	443529052	443536008	443542857	443549704	443556543	443563432	443570437	443577309
443515283	443522131	443529060	443536016	443542865	443549712	443556550	443563440	443570445	443577317
443515291	443522149	443529078	443536024	443542873	443549720	443556576	443563457	443570452	443577325
443515309	443522156	443529086	443536032	443542881	443549738	443556584	443563465	443570460	443577333
443515317	443522164	443529094	443536040	443542907	443549746	443556592	443563473	443570478	443577341
443515325	443522172	443529102	443536057	443542915	443549753	443556600	443563481	443570486	443577358
443515333	443522180	443529128	443536065	443542931	443549761	443556618	443563499	443570494	443577366
443515358	443522198	443529136	443536073	443542949	443549779	443556626	443563507	443570502	443577374
443515366	443522206	443529144	443536081	443542956	443549787	443556634	443563515	443570528	443577382
443515382	443522214	443529151	443536099	443542964	443549795	443556642	443563523	443570536	443577390
443515390	443522222	443529169	443536107	443542972	443549803	443556659	443563531	443570544	443577408
443515408	443522230	443529185	443536115	443542980	443549811	443556667	443563549	443570551	443577416
443515416	443522248	443529193	443536123	443542998	443549829	443556675	443563556	443570569	443577424
443515424	443522255	443529201	443536131	443543004	443549837	443556683	443563564	443570577	443577432
443515432	443522263	443529219	443536149	443543012	443549845	443556691	443563580	443570585	443577440
443515440	443522271	443529227	443536156	443543020	443549852	443556709	443563598	443570593	443577457
443515457	443522289	443529235	443536164	443543038	443549860	443556717	443563606	443570601	443577465
443515465	443522297	443529250	443536172	443543046	443549878	443556725	443563614	443570619	443577473
443515473	443522305	443529268	443536198	443543053	443549886	443556733	443563622	443570627	443577481
443515481	443522313	443529276	443536206	443543061	443549894	443556741	443563630	443570635	443577499
443515499	443522321	443529284	443536214	443543079	443549902	443556758	443563648	443570643	443577507
443515507	443522339	443529292	443536222	443543087	443549910	443556766	443563655	443570650	443577515
443515515	443522347	443529300	443536230	443543095	443549928	443556774	443563663	443570668	443577523
443515523	443522354	443529318	443536248	443543103	443549936	443556782	443563671	443570676	443577531
443515531	443522362	443529326	443536255	443543111	443549944	443556790	443563689	443570684	443577549
443515549	443522370	443529334	443536263	443543129	443549951	443556808	443563697	443570692	443577556
443515556	443522388	443529342	443536271	443543137	443549969	443556816	443563705	443570700	443577564
443515564	443522396	443529359	443536289	443543145	443549977	443556824	443563713	443570718	443577572
443515572	443522404	443529367	443536297	443543152	443549985	443556832	443563721	443570726	443577580
443515580	443522412	443529375	443536305	443543160	443549993	443556840	443563739	443570734	443577598
443515598	443522420	443529383	443536313	443543178	443550009	443556857	443563747	443570742	443577606
443515606	443522438	443529391	443536321	443543186	443550017	443556865	443563754	443570759	443577614
443515614	443522446	443529409	443536339	443543194	443550025	443556873	443563762	443570767	443577622
443515622	443522453	443529417	443536347	443543202	443550033	443556881	443563788	443570775	443577648
443515630	443522461	443529425	443536354	443543210	443550041	443556899	443563796	443570783	443577655
443515648	443522479	443529433	443536362	443543228	443550058	443556907	443563804	443570791	443577663
443515655	443522487	443529441	443536370	443543236	443550066	443556915	443563812	443570809	443577671
443515663	443522495	443529458	443536388	443543244	443550074	443556923	443563820	443570817	443577689
443515671	443522503	443529466	443536396	443543251	443550082	443556931	443563838	443570825	443577697
443515689	443522511	443529474	443536404	443543269	443550090	443556949	443563846	443570833	443577705
443515697	443522529	443529482	443536412	443543277	443550108	443556956	443563853	443570841	443577713
443515705	443522537	443529490	443536420	443543285	443550124	443556964	443563861	443570858	443577721
443515713	443522545	443529508	443536438	443543293	443550132	443556972	443563879	443570866	443577739
443515721	443522552	443529516	443536446	443543301	443550140	443556980	443563887	443570874	443577747
443515739	443522560	443529524	443536453	443543319	443550165	443556998	443563895	443570882	443577754
443515747	443522578	443529532	443536461	443543327	443550173	443557004	443563903	443570890	443577762
443515754	443522586	443529540	443536479	443543335	443550181	443557012	443563929	443570908	443577770

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425283918	426327698	443459557	443467154	443474119	443481072	443487921	443494869	443501853	443508791
425284395	426329603	443459565	443467162	443474127	443481080	443487939	443494877	443501861	443508817
425284684	426329835	443459573	443467170	443474135	443481098	443487947	443494885	443501879	443508825
425284718	426330411	443459581	443467188	443474143	443481106	443487954	443494893	443501887	443508833
425285756	426332805	443459599	443467196	443474150	443481114	443487962	443494901	443501895	443508841
425288891	426333050	443459607	443467204	443474168	443481122	443487970	443494919	443501903	443508858
425292828	426333431	443459615	443467212	443474176	443481130	443487988	443494927	443501911	443508866
425295425	426333514	443459623	443467220	443474184	443481148	443487996	443494935	443501929	443508874
425295664	426336491	443459631	443467238	443474192	443481155	443488002	443494943	443501937	443508882
425296563	426337499	443459649	443467246	443474200	443481163	443488010	443494950	443501945	443508890
425296860	426338497	443459680	443467261	443474218	443481171	443488028	443494968	443501960	443508908
425298080	426339446	443459698	443467279	443474226	443481189	443488036	443494976	443501978	443508916
425298924	426339461	443459706	443467287	443474234	443481197	443488044	443494984	443501986	443508924
425302692	426340709	443459722	443467295	443474242	443481205	443488051	443494992	443502000	443508932
425303286	426341830	443459730	443467303	443474259	443481213	443488069	443495007	443502018	443508940
425319977	426342523	443459748	443467311	443474267	443481221	443488077	443495015	443502026	443508957
425323466	426343612	443459755	443467329	443474275	443481239	443488085	443495023	443502034	443508965
425325701	426344719	443459763	443467337	443474283	443481247	443488093	443495031	443502042	443508973
425326709	426345591	443459771	443467345	443474291	443481254	443488101	443495049	443502059	443508981
425330875	426345641	443459789	443467352	443474309	443481262	443488119	443495056	443502067	443508999
425333887	426346730	443459797	443467360	443474317	443481270	443488127	443495064	443502075	443509005
425307642	426350369	443459805	443467378	443474325	443481288	443488135	443495072	443502083	443509013
425309192	426350880	443459813	443467386	443474333	443481296	443488143	443495080	443502091	443509021
425310737	426351771	443459821	443467394	443474358	443481304	443488150	443495098	443502109	443509039
425314655	426355566	443459839	443467402	443474366	443481312	443488168	443495106	443502117	443509047
425318383	426357356	443459847	443467410	443474374	443481320	443488176	443495114	443502125	443509054
425318706	426357885	443459854	443467428	443474382	443481338	443488184	443495122	443502133	443509062
425337573	426359279	443459862	443467436	443474390	443481346	443488192	443495130	443502141	443509070
425337714	426360590	443459870	443467444	443474408	443481353	443488200	443495148	443502158	443509088
425338076	426360897	443459888	443467451	443474416	443481361	443488218	443495155	443502166	443509104
425340908	426361739	443459896	443467469	443474432	443481379	443488226	443495163	443502174	443509112
425345618	426362554	443459904	443467477	443474440	443481387	443488234	443495171	443502182	443509120
425346020	426364600	443459938	443467485	443474457	443481395	443488242	443495189	443502190	443509138
425349198	426365425	443459946	443467493	443474465	443481403	443488259	443495197	443502208	443509153
425351145	426368767	443459953	443467501	443474473	443481411	443488267	443495205	443502216	443509161
425351251	426370813	443459961	443467519	443474481	443481429	443488275	443495213	443502224	443509179
425351301	426371282	443459979	443467527	443474499	443481437	443488283	443495221	443502232	443509187
425353059	426372702	443459987	443467535	443474507	443481445	443488291	443495239	443502240	443509195
425355476	426374542	443459995	443467543	443474515	443481452	443488309	443495254	443502265	443509203
425358777	426377552	443460001	443467550	443474523	443481460	443488317	443495262	443502273	443509211
425360252	426378618	443460027	443467568	443474531	443481478	443488325	443495270	443502281	443509229
425361292	426379384	443460035	443467576	443474549	443481486	443488333	443495288	443502299	443509245
425361698	426386405	443460050	443467584	443474572	443481494	443488341	443495296	443502307	443509252
425370368	426386959	443460068	443467592	443474580	443481502	443488358	443495304	443502315	443509260
425370921	426387262	443460076	443467600	443474598	443481510	443488366	443495312	443502323	443509278
425372323	426387270	443460084	443467618	443474606	443481528	443488374	443495320	443502331	443509286
425372562	426388054	443460092	443467626	443474614	443481536	443488382	443495338	443502349	443509310
425376696	426389235	443460100	443467634	443474622	443481544	443488390	443495346	443502356	443509328
425376837	426391280	443460126	443467642	443474630	443481551	443488408	443495353	443502364	443509336
425378486	426394847	443460134	443467659	443474648	443481569	443488416	443495361	443502372	443509344
425383205	426395950	443460142	443467667	443474655	443481577	443488424	443495379	443502380	443509351
425384518	426396099	443460159	443467675	443474663	443481585	443488440	443495387	443502398	443509369
425387636	426396693	443460167	443467683	443474671	443481593	443488457	443495403	443502406	443509377
425388436	426398202	443460175	443467691	443474689	443481601	443488465	443495411	443502422	443509385
425389699	426399382	443460183	443467709	443474697	443481619	443488473	443495429	443502448	443509393
425391596	426402137	443460191	443467717	443474705	443481627	443488481	443495437	443502455	443509401
425391901	426402905	443460217	443467725	443474713	443481635	443488499	443495445	443502463	443509419
425392248	426403192	443460225	443467733	443474721	443481643	443488507	443495452	443502471	443509427
425392859	426403739	443460233	443467741	443474739	443481650	443488515	443495460	443502489	443509443
425396314	426412748	443460241	443467758	443474747	443481668	443488523	443495478	443502497	443509450
425397197	426415105	443460258	443467766	443474754	443481676	443488531	443495486	443502505	443509468
425401361	426415113	443460266	443467774	443474762	443481684	443488549	443495494	443502513	443509476
425404027	426415394	443460274	443467782	443474770	443481692	443488556	443495502	443502521	443509484
425404167	426417416	443460282	443467790	443474788	443481700	443488564	443495510	443502539	443509492
425408689	426418950	443460290	443467808	443474796	443481718	443488572	443495528	443502547	443509500
425410255	426421269	443460308	443467816	443474804	443481726	443488580	443495536	443502554	443509518
425410925	426421459	443460316	443467824	443474812	443481734	443488598	443495551	443502562	443509526
425411956	426423216	443460332	443467832	443474820	443481742	443488606	443495569	443502570	443509534
425412459	426423968	443460340	443467840	443474846	443481759	443488614	443495577	443502588	443509542
425412806	426426094	443460357	443467857	443474853	443481767	443488622	443495585	443502596	443509559
425413135	426426300	443460365	443467865	443474861	443481775	443488630	443495593	443502604	443509567
425413523	426426532	443460399	443467873	443474879	443481783	443488655	443495601	443502612	443509575
425414489	426426623	443460407	443467881	443474887	443481791	443488663	443495619	443502620	443509583
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443515762	443522594	443529557	443536487	443543343	443550199	443557038	443563937	443570916	443577788
443515770	443522602	443529565	443536495	443543350	443550215	443557046	443563945	443570924	443577796
443515788	443522610	443529573	443536503	443543368	443550223	443557053	443563952	443570957	443577812
443515796	443522628	443529581	443536511	443543376	443550231	443557061	443563960	443570965	443577820
443515804	443522636	443529599	443536529	443543384	443550249	443557079	443563978	443570973	443577838
443515812	443522644	443529607	443536537	443543392	443550256	443557087	443563986	443570981	443577846
443515820	443522651	443529623	443536545	443543400	443550264	443557103	443563994	443570999	443577853
443515838	443522669	443529649	443536552	443543418	443550272	443557111	443564000	443571005	443577861
443515846	443522677	443529656	443536560	443543426	443550280	443557129	443564018	443571013	443577879
443515853	443522685	443529664	443536578	443543434	443550298	443557137	443564026	443571021	443577887
443515861	443522693	443529672	443536586	443543442	443550306	443557145	443564034	443571039	443577895
443515879	443522701	443529680	443536594	443543459	443550314	443557152	443564042	443571047	443577903
443515887	443522719	443529698	443536602	443543467	443550322	443557160	443564059	443571054	443577911
443515895	443522727	443529706	443536610	443543475	443550330	443557178	443564067	443571062	443577929
443515903	443522735	443529714	443536628	443543483	443550348	443557186	443564083	443571070	443577937
443515911	443522743	443529722	443536636	443543491	443550355	443557194	443564091	443571088	443577945
443515929	443522750	443529730	443536644	443543509	443550363	443557202	443564109	443571096	443577960
443515937	443522768	443529748	443536651	443543517	443550371	443557210	443564117	443571104	443577978
443515945	443522776	443529755	443536669	443543525	443550389	443557228	443564125	443571112	443577986
443515952	443522784	443529763	443536677	443543541	443550397	443557236	443564133	443571120	443577994
443515960	443522792	443529771	443536685	443543558	443550405	443557244	443564158	443571138	443578000
443515978	443522800	443529789	443536693	443543566	443550413	443557251	443564166	443571146	443578018
443515994	443522818	443529797	443536701	443543574	443550421	443557269	443564174	443571153	443578026
443516000	443522826	443529805	443536719	443543582	443550447	443557277	443564182	443571161	443578034
443516018	443522834	443529813	443536727	443543590	443550454	443557285	443564190	443571179	443578042
443516026	443522859	443529821	443536735	443543608	443550462	443557293	443564208	443571187	443578059
443516034	443522867	443529839	443536743	443543616	443550470	443557301	443564216	443571195	443578067
443516042	443522875	443529847	443536750	443543624	443550488	443557319	443564224	443571203	443578075
443516067	443522883	443529862	443536768	443543632	443550496	443557327	443564232	443571211	443578083
443516075	443522891	443529870	443536776	443543640	443550504	443557335	443564240	443571229	443578091
443516083	443522909	443529888	443536784	443543657	443550512	443557343	443564257	443571237	443578109
443516091	443522925	443529896	443536792	443543665	443550520	443557350	443564265	443571245	443578117
443516109	443522933	443529904	443536800	443543673	443550538	443557368	443564273	443571252	443578125
443516117	443522941	443529912	443536818	443543681	443550553	443557376	443564281	443571260	443578133
443516125	443522958	443529920	443536826	443543699	443550561	443557384	443564299	443571278	443578141
443516133	443522966	443529938	443536834	443543707	443550579	443557392	443564307	443571286	443578158
443516141	443522974	443529946	443536842	443543715	443550587	443557400	443564315	443571294	443578166
443516158	443522982	443529953	443536859	443543723	443550595	443557418	443564323	443571302	443578174
443516166	443522990	443529961	443536867	443543731	443550603	443557426	443564331	443571310	443578182
443516174	443523006	443529979	443536875	443543749	443550611	443557434	443564349	443571328	443578190
443516182	443523022	443529987	443536883	443543756	443550629	443557442	443564356	443571336	443578208
443516190	443523030	443529995	443536891	443543764	443550637	443557459	443564364	443571344	443578216
443516208	443523048	443530001	443536909	443543772	443550645	443557467	443564372	443571351	443578224
443516216	443523055	443530019	443536917	443543780	443550652	443557475	443564380	443571369	443578232
443516224	443523063	443530027	443536925	443543798	443550660	443557483	443564398	443571377	443578240
443516232	443523071	443530035	443536933	443543806	443550678	443557491	443564406	443571385	443578257
443516240	443523089	443530043	443536941	443543814	443550686	443557509	443564414	443571393	443578265
443516257	443523097	443530050	443536958	443543822	443550694	443557517	443564422	443571419	443578273
443516265	443523105	443530068	443536966	443543830	443550702	443557525	443564430	443571427	443578281
443516273	443523113	443530076	443536974	443543848	443550710	443557533	443564448	443571435	443578299
443516281	443523139	443530084	443536982	443543855	443550728	443557541	443564455	443571443	443578307
443516299	443523147	443530092	443536990	443543863	443550744	443557558	443564463	443571450	443578315
443516307	443523154	443530100	443537006	443543871	443550751	443557566	443564471	443571468	443578331
443516315	443523162	443530118	443537014	443543889	443550769	443557574	443564489	443571476	443578349
443516323	443523170	443530126	443537022	443543897	443550777	443557582	443564497	443571484	443578356
443516331	443523188	443530134	443537030	443543905	443550785	443557590	443564505	443571492	443578364
443516349	443523196	443530142	443537048	443543913	443550793	443557608	443564513	443571500	443578372
443516356	443523204	443530159	443537055	443543921	443550801	443557616	443564521	443571518	443578398
443516364	443523212	443530167	443537063	443543939	443550819	443557624	443564539	443571526	443578406
443516372	443523220	443530175	443537071	443543947	443550827	443557632	443564547	443571534	443578414
443516380	443523238	443530183	443537089	443543954	443550835	443557640	443564554	443571542	443578422
443516398	443523246	443530191	443537097	443543962	443550843	443557665	443564562	443571559	443578430
443516406	443523253	443530209	443537105	443543970	443550850	443557673	443564570	443571567	443578455
443516414	443523261	443530217	443537113	443543988	443550868	443557681	443564588	443571575	443578463
443516422	443523279	443530225	443537121	443543996	443550876	443557707	443564596	443571583	443578471
443516430	443523287	443530233	443537139	443544002	443550884	443557715	443564604	443571591	443578489
443516448	443523295	443530241	443537147	443544010	443550892	443557723	443564612	443571609	443578497
443516455	443523303	443530258	443537154	443544028	443550900	443557731	443564638	443571617	443578505
443516463	443523311	443530266	443537162	443544036	443550918	443557749	443564646	443571625	443578513
443516471	443523329	443530274	443537188	443544044	443550926	443557756	443564653	443571633	443578521
443516489	443523337	443530282	443537196	443544051	443550934	443557764	443564661	443571641	443578539
443516497	443523345	443530290	443537204	443544077	443550942	443557772	443564679	443571658	443578547
443516505	443523352	443530308	443537212	443544085	443550959	443557780	443564687	443571666	443578554

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425420387	426431847	443460415	443467899	443474895	443481809	443488671	443495627	443502638	443509591
425426228	426431912	443460423	443467907	443474903	443481817	443488689	443495635	443502646	443509609
425429057	426433827	443460431	443467915	443474911	443481825	443488697	443495643	443502653	443509617
425429073	426434106	443460449	443467923	443474929	443481833	443488705	443495650	443502661	443509625
425429321	426434700	443460456	443467931	443474937	443481841	443488713	443495668	443502679	443509633
425430261	426434858	443460464	443467949	443474945	443481858	443488721	443495676	443502687	443509641
425431194	426435780	443460472	443467956	443474952	443481866	443488739	443495684	443502695	443509658
425431475	426436390	443460480	443467964	443474960	443481874	443488747	443495692	443502703	443509666
425433752	426436788	443460506	443467972	443474978	443481882	443488754	443495700	443502711	443509674
425434305	426436820	443460514	443467980	443474986	443481890	443488762	443495718	443502729	443509682
425437951	426439451	443460522	443467998	443474994	443481908	443488770	443495726	443502737	443509690
425440708	426442539	443460530	443468004	443475009	443481916	443488788	443495742	443502745	443509708
425444262	426443339	443460548	443468012	443475017	443481924	443488796	443495759	443502752	443509716
425444387	426443834	443460555	443468020	443475025	443481932	443488804	443495767	443502760	443509724
425444627	426444295	443460563	443468038	443475033	443481940	443488820	443495775	443502778	443509732
425450483	426446985	443460571	443468046	443475041	443481957	443488838	443495783	443502786	443509740
425453040	426447272	443460597	443468053	443475058	443481965	443488846	443495791	443502794	443509757
425453149	426448197	443460605	443468061	443475074	443481973	443488853	443495809	443502802	443509765
425454170	426448809	443460613	443468079	443475082	443481981	443488861	443495817	443502810	443509773
425454295	426449948	443460621	443468087	443475090	443481999	443488879	443495825	443502828	443509781
425455268	426451027	443460639	443468095	443475108	443482005	443488887	443495833	443502836	443509799
425456472	426451035	443460647	443468103	443475116	443482013	443488895	443495841	443502844	443509807
425457603	426453866	443460654	443468111	443475124	443482021	443488903	443495858	443502851	443509815
425458650	426454096	443460662	443468129	443475132	443482039	443488911	443495866	443502869	443509823
425461126	426457461	443460670	443468137	443475140	443482047	443488929	443495874	443502877	443509831
425463593	426458238	443460688	443468145	443475157	443482054	443488937	443495882	443502885	443509849
425466984	426460200	443460696	443468152	443475165	443482062	443488945	443495908	443502893	443509856
425469566	426460473	443460704	443468160	443475173	443482070	443488952	443495916	443502901	443509864
425470200	426462107	443460720	443468178	443475181	443482088	443488960	443495924	443502919	443509872
425473311	426464079	443460746	443468186	443475199	443482096	443488978	443495932	443502927	443509880
425473501	426466173	443460753	443468194	443475207	443482104	443488986	443495940	443502935	443509898
425474335	426467155	443460761	443468202	443475215	443482112	443488994	443495957	443502943	443509906
425475845	426468740	443460779	443468210	443475223	443482120	443489000	443495965	443502950	443509914
425476140	426468955	443460787	443468228	443475231	443482138	443489018	443495973	443502968	443509922
425476157	426469219	443460795	443468236	443475249	443482146	443489026	443495981	443502976	443509930
425478971	426469722	443460803	443468244	443475256	443482153	443489034	443495999	443502984	443509948
425479219	426470647	443460811	443468251	443475264	443482161	443489059	443496005	443502992	443509955
425479904	426471694	443460829	443468277	443475280	443482179	443489067	443496013	443503008	443509963
425480696	426472718	443460837	443468285	443475298	443482187	443489083	443496021	443503016	443509971
425482072	426473252	443460845	443468293	443475306	443482195	443489091	443496039	443503024	443509989
425482148	426473443	443460860	443468301	443475314	443482203	443489109	443496047	443503032	443509997
425482841	426474870	443460878	443468319	443475322	443482211	443489117	443496054	443503040	443510003
425487774	426475521	443460886	443468327	443475330	443482229	443489125	443496062	443503057	443510011
425487790	426476545	443460902	443468335	443475355	443482237	443489133	443496070	443503065	443510029
425489747	426476768	443460910	443468343	443475363	443482245	443489141	443496088	443503073	443510037
425489846	426478020	443460928	443468350	443475371	443482252	443489158	443496096	443503081	443510045
425493863	426479200	443460936	443468368	443475397	443482260	443489174	443496104	443503099	443510052
425497351	426481073	443460944	443468376	443475405	443482278	443489182	443496112	443503107	443510060
425500667	426482477	443460951	443468384	443475413	443482286	443489190	443496120	443503115	443510078
425500774	426482519	443460969	443468400	443475421	443482294	443489208	443496138	443503123	443510086
425505500	426482527	443460977	443468418	443475439	443482302	443489224	443496146	443503131	443510094
425507175	426487013	443460985	443468426	443475447	443482310	443489232	443496153	443503149	443510102
425507647	426488318	443460993	443468434	443475454	443482328	443489240	443496161	443503156	443510110
425509676	426488714	443461009	443468442	443475462	443482336	443489257	443496179	443503164	443510128
425510815	426488854	443461017	443468459	443475470	443482344	443489265	443496187	443503172	443510144
425512753	426489522	443461025	443468467	443475488	443482351	443489273	443496195	443503180	443510151
425513926	426490140	443461033	443468475	443475496	443482369	443489281	443496203	443503198	443510169
425517166	426490314	443461041	443468483	443475504	443482377	443489299	443496211	443503206	443510177
425517380	426490348	443461066	443468491	443475512	443482385	443489307	443496229	443503214	443510185
425517422	426491445	443461082	443468509	443475520	443482393	443489315	443496237	443503222	443510193
425517547	426493045	443461090	443468517	443475538	443482401	443489323	443496245	443503230	443510201
425520657	426499711	443461108	443468525	443475546	443482419	443489331	443496252	443503248	443510219
425520855	426501193	443461116	443468533	443475553	443482435	443489349	443496260	443503255	443510227
425521911	426503330	443461124	443468541	443475561	443482443	443489364	443496278	443503263	443510235
425522109	426503819	443461132	443468558	443475579	443482450	443489372	443496286	443503271	443510243
425523412	426504882	443461165	443468566	443475587	443482468	443489380	443496294	443503289	443510250
425523495	426506192	443461173	443468574	443475595	443482476	443489398	443496302	443503297	443510268
425524816	426507935	443461181	443468582	443475603	443482484	443489406	443496310	443503305	443510276
425526001	426508602	443461199	443468608	443475611	443482492	443489414	443496328	443503313	443510284
425526142	426509097	443461207	443468616	443475629	443482500	443489422	443496336	443503321	443510292
425527397	426509527	443461231	443468632	443475637	443482518	443489430	443496344	443503339	443510300
425534526	426510111	443461249	443468640	443475645	443482526	443489448	443496351	443503347	443510318
425536133	426511382	443461272	443468657	443475652	443482534	443489455	443496369	443503354	443510326
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443516513	443523360	443530316	443537220	443544093	443550967	443557798	443564695	443571674	443578562
443516521	443523378	443530324	443537238	443544101	443550975	443557806	443564703	443571682	443578570
443516539	443523386	443530332	443537246	443544119	443550983	443557814	443564711	443571690	443578588
443516547	443523394	443530340	443537253	443544127	443550991	443557822	443564729	443571708	443578596
443516554	443523402	443530357	443537261	443544135	443551007	443557830	443564737	443571716	443578604
443516562	443523410	443530365	443537279	443544143	443551015	443557848	443564752	443571724	443578612
443516570	443523428	443530373	443537287	443544150	443551023	443557855	443564760	443571732	443578620
443516588	443523436	443530381	443537295	443544168	443551031	443557863	443564778	443571740	443578638
443516596	443523444	443530399	443537311	443544176	443551049	443557871	443564786	443571757	443578646
443516604	443523451	443530407	443537329	443544184	443551056	443557889	443564794	443571765	443578653
443516612	443523469	443530415	443537337	443544192	443551064	443557897	443564802	443571773	443578661
443516620	443523477	443530423	443537345	443544200	443551072	443557905	443564810	443571781	443578679
443516638	443523485	443530431	443537352	443544218	443551080	443557913	443564828	443571799	443578687
443516646	443523493	443530449	443537360	443544226	443551098	443557921	443564836	443571807	443578695
443516653	443523501	443530456	443537386	443544234	443551106	443557939	443564844	443571815	443578703
443516661	443523519	443530464	443537394	443544242	443551114	443557947	443564851	443571823	443578711
443516679	443523527	443530472	443537402	443544259	443551122	443557954	443564869	443571831	443578729
443516687	443523535	443530480	443537410	443544267	443551130	443557962	443564877	443571849	443578737
443516695	443523543	443530498	443537428	443544275	443551148	443557970	443564885	443571856	443578745
443516703	443523550	443530506	443537436	443544283	443551155	443557988	443564893	443571864	443578752
443516711	443523568	443530514	443537444	443544291	443551163	443557996	443564901	443571880	443578778
443516729	443523576	443530522	443537451	443544309	443551171	443558002	443564919	443571898	443578786
443516737	443523584	443530530	443537469	443544317	443551189	443558010	443564927	443571906	443578794
443516745	443523592	443530548	443537477	443544325	443551197	443558028	443564935	443571914	443578802
443516752	443523600	443530555	443537485	443544333	443551205	443558036	443564943	443571922	443578810
443516760	443523618	443530563	443537493	443544341	443551213	443558044	443564950	443571930	443578828
443516778	443523626	443530571	443537501	443544358	443551221	443558051	443564968	443571955	443578836
443516786	443523634	443530589	443537519	443544366	443551239	443558077	443564976	443571963	443578844
443516794	443523642	443530597	443537527	443544374	443551247	443558085	443564984	443571971	443578851
443516802	443523659	443530605	443537535	443544382	443551254	443558093	443564992	443571989	443578869
443516810	443523667	443530613	443537543	443544390	443551262	443558101	443565007	443571997	443578877
443516828	443523675	443530621	443537550	443544408	443551270	443558119	443565015	443572003	443578885
443516836	443523683	443530639	443537568	443544416	443551288	443558127	443565023	443572011	443578893
443516844	443523691	443530647	443537576	443544424	443551296	443558135	443565031	443572029	443578901
443516851	443523717	443530654	443537584	443544432	443551304	443558143	443565049	443572037	443578919
443516869	443523725	443530662	443537592	443544440	443551312	443558150	443565056	443572045	443578927
443516877	443523733	443530670	443537600	443544457	443551320	443558168	443565064	443572052	443578935
443516885	443523758	443530688	443537618	443544465	443551338	443558176	443565072	443572060	443578943
443516893	443523766	443530696	443537626	443544473	443551346	443558184	443565080	443572078	443578950
443516901	443523774	443530704	443537634	443544481	443551353	443558192	443565098	443572086	443578968
443516919	443523782	443530712	443537642	443544499	443551361	443558200	443565106	443572094	443578976
443516927	443523790	443530720	443537659	443544523	443551379	443558218	443565114	443572102	443578984
443516935	443523808	443530738	443537667	443544531	443551387	443558226	443565122	443572110	443578992
443516943	443523816	443530746	443537675	443544549	443551395	443558234	443565130	443572136	443579008
443516950	443523824	443530753	443537683	443544556	443551403	443558242	443565148	443572151	443579024
443516968	443523832	443530761	443537691	443544564	443551411	443558259	443565155	443572177	443579032
443516976	443523840	443530779	443537717	443544572	443551429	443558267	443565163	443572185	443579040
443516984	443523857	443530787	443537725	443544580	443551437	443558275	443565171	443572193	443579057
443516992	443523865	443530795	443537733	443544606	443551445	443558283	443565189	443572201	443579065
443517008	443523873	443530803	443537741	443544614	443551452	443558291	443565197	443572219	443579073
443517016	443523881	443530811	443537758	443544622	443551460	443558309	443565205	443572227	443579081
443517024	443523899	443530829	443537766	443544630	443551478	443558317	443565213	443572235	443579099
443517032	443523907	443530837	443537774	443544648	443551486	443558325	443565221	443572243	443579107
443517040	443523915	443530845	443537782	443544655	443551494	443558333	443565239	443572250	443579115
443517057	443523923	443530852	443537790	443544663	443551502	443558341	443565247	443572268	443579123
443517073	443523931	443530860	443537808	443544671	443551510	443558358	443565254	443572276	443579131
443517081	443523949	443530878	443537816	443544689	443551528	443558366	443565262	443572284	443579149
443517099	443523956	443530886	443537824	443544697	443551536	443558374	443565270	443572292	443579156
443517107	443523964	443530894	443537832	443544705	443551544	443558382	443565288	443572300	443579164
443517115	443523972	443530902	443537840	443544713	443551551	443558390	443565296	443572318	443579172
443517123	443523980	443530910	443537857	443544721	443551569	443558408	443565304	443572326	443579180
443517131	443523998	443530928	443537865	443544739	443551577	443558416	443565312	443572334	443579198
443517149	443524004	443530936	443537873	443544747	443551585	443558424	443565320	443572342	443579206
443517156	443524012	443530944	443537881	443544754	443551593	443558432	443565338	443572359	443579214
443517164	443524020	443530951	443537899	443544762	443551601	443558440	443565346	443572367	443579222
443517172	443524038	443530969	443537907	443544770	443551619	443558457	443565353	443572375	443579248
443517180	443524046	443530977	443537915	443544788	443551627	443558465	443565361	443572383	443579255
443517198	443524053	443530985	443537923	443544796	443551635	443558473	443565379	443572391	443579263
443517206	443524061	443530993	443537931	443544804	443551643	443558481	443565387	443572409	443579271
443517214	443524079	443531009	443537949	443544812	443551650	443558499	443565395	443572417	443579289
443517222	443524087	443531017	443537956	443544820	443551668	443558507	443565403	443572425	443579297
443517230	443524095	443531025	443537964	443544838	443551676	443558515	443565411	443572433	443579313
443517248	443524103	443531033	443537972	443544846	443551684	443558523	443565429	443572441	443579321

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425546678	426512174	443461280	443468665	443475660	443482542	443489463	443496377	443503362	443510334
425548252	426513073	443461298	443468673	443475678	443482559	443489471	443496385	443503370	443510342
425548351	426515516	443461314	443468681	443475686	443482567	443489489	443496393	443503388	443510359
425548500	426517272	443461322	443468699	443475694	443482575	443489497	443496401	443503396	443510367
425549011	426518619	443461330	443468707	443475702	443482583	443489505	443496419	443503404	443510375
425549243	426519328	443461348	443468715	443475710	443482591	443489513	443496427	443503412	443510383
425555638	426526067	443461363	443468723	443475736	443482609	443489521	443496443	443503420	443510391
425556172	426526943	443461371	443468731	443475744	443482617	443489539	443496450	443503438	443510409
425559994	426527040	443461389	443468749	443475751	443482625	443489547	443496468	443503446	443510417
425565223	426528006	443461397	443468756	443475769	443482633	443489554	443496476	443503453	443510425
425565595	426529913	443461413	443468764	443475785	443482658	443489562	443496484	443503461	443510433
425565629	426530580	443461421	443468772	443475793	443482666	443489570	443496492	443503479	443510441
425567476	426530747	443461439	443468780	443475801	443482674	443489588	443496500	443503487	443510458
425569738	426530887	443461454	443468798	443475819	443482682	443489596	443496518	443503495	443510466
425574456	426534269	443461462	443468806	443475827	443482690	443489604	443496526	443503503	443510474
425575495	426535209	443461470	443468814	443475835	443482708	443489612	443496534	443503511	443510482
425577202	426535316	443461496	443468822	443475843	443482716	443489620	443496542	443503529	443510490
425579612	426536892	443461504	443468830	443475850	443482724	443489638	443496559	443503537	443510508
425580289	426540118	443461512	443468848	443475868	443482732	443489646	443496567	443503545	443510516
425582939	426540357	443461520	443468855	443475876	443482740	443489653	443496583	443503552	443510524
425584810	426540803	443461538	443468863	443475884	443482757	443489661	443496591	443503560	443510532
425585460	426543328	443461546	443468871	443475892	443482765	443489679	443496609	443503578	443510540
425587342	426543492	443461553	443468889	443475900	443482773	443489687	443496617	443503586	443510557
425587888	426544284	443461579	443468897	443475918	443482781	443489695	443496625	443503594	443510565
425592177	426545380	443461587	443468905	443475926	443482799	443489703	443496633	443503602	443510573
425592318	426545687	443461595	443468913	443475934	443482807	443489711	443496658	443503610	443510581
425595345	426546339	443461611	443468921	443475942	443482815	443489729	443496666	443503628	443510607
425596608	426547139	443461629	443468939	443475959	443482823	443489737	443496674	443503636	443510615
425598521	426547212	443461637	443468947	443475967	443482831	443489745	443496682	443503644	443510623
425600301	426547220	443461645	443468954	443475975	443482849	443489752	443496690	443503651	443510631
425601440	426547444	443461660	443468962	443475983	443482856	443489760	443496708	443503669	443510649
425601630	426548855	443461678	443468970	443475991	443482864	443489778	443496716	443503677	443510656
425604246	426549754	443461686	443468988	443476007	443482872	443489786	443496724	443503685	443510664
425607892	426553079	443461694	443468996	443476015	443482880	443489794	443496732	443503693	443510672
425607975	426553475	443461702	443469002	443476023	443482898	443489802	443496740	443503701	443510680
425611035	426553715	443461744	443469010	443476031	443482914	443489810	443496757	443503719	443510698
425612561	426554135	443461751	443469028	443476049	443482922	443489828	443496765	443503727	443510706
425612900	426556080	443461769	443469036	443476056	443482930	443489836	443496773	443503735	443510714
425614138	426556205	443461793	443469044	443476064	443482955	443489844	443496781	443503743	443510722
425617032	426557658	443461819	443469051	443476072	443482963	443489851	443496799	443503750	443510730
425617982	426559431	443461827	443469069	443476080	443482971	443489869	443496807	443503768	443510748
425619392	426559787	443461835	443469077	443476098	443482989	443489877	443496815	443503776	443510755
425620390	426560611	443461843	443469085	443476114	443482997	443489885	443496823	443503784	443510763
425621786	426562450	443461850	443469093	443476122	443483003	443489893	443496831	443503792	443510771
425621968	426568739	443461868	443469101	443476130	443483011	443489919	443496849	443503800	443510789
425624277	426570347	443461884	443469119	443476148	443483029	443489927	443496856	443503818	443510797
425625407	426570693	443461892	443469127	443476155	443483037	443489935	443496872	443503826	443510805
425627155	426572624	443461918	443469135	443476163	443483045	443489943	443496880	443503834	443510813
425628153	426573416	443461926	443469143	443476171	443483052	443489950	443496898	443503842	443510821
425630001	426575692	443461934	443469150	443476189	443483060	443489968	443496906	443503859	443510839
425633005	426576518	443461942	443469168	443476197	443483078	443489976	443496914	443503867	443510847
425633500	426577284	443461959	443469176	443476205	443483086	443489984	443496922	443503875	443510862
425636867	426577565	443461967	443469184	443476221	443483094	443489992	443496930	443503883	443510870
425637782	426578951	443461975	443469192	443476239	443483102	443490008	443496948	443503891	443510888
425638657	426584934	443461983	443469200	443476247	443483110	443490016	443496955	443503909	443510896
425638707	426585352	443461991	443469218	443476254	443483128	443490024	443496963	443503917	443510904
425638871	426586012	443462007	443469226	443476262	443483136	443490032	443496971	443503925	443510912
425639010	426586996	443462015	443469234	443476270	443483144	443490040	443496989	443503941	443510920
425640448	426592895	443462023	443469242	443476288	443483151	443490057	443496997	443503958	443510946
425643475	426594354	443462031	443469259	443476296	443483169	443490065	443497003	443503966	443510953
425644424	426599650	443462056	443469267	443476304	443483177	443490073	443497011	443503974	443510961
425644614	426600631	443462064	443469275	443476312	443483185	443490081	443497029	443503982	443510979
425644978	426692737	443462072	443469283	443476320	443483193	443490099	443497037	443503990	443510987
425647351	432877157	443462080	443469291	443476338	443483201	443490107	443497045	443504006	443510995
425647609	432892032	443462098	443469309	443476346	443483219	443490115	443497052	443504014	443511001
425649720	432896629	443462114	443469325	443476361	443483227	443490123	443497060	443504022	443511019
425649936	432943611	443462130	443469333	443476379	443483235	443490131	443497078	443504030	443511027
425650306	432951499	443462155	443469341	443476387	443483243	443490149	443497086	443504048	443511035
425650454	432958528	443462163	443469358	443476395	443483250	443490156	443497094	443504055	443511050
425651155	433540408	443462171	443469366	443476403	443483268	443490164	443497102	443504063	443511068
425652393	433650652	443462189	443469374	443476411	443483276	443490172	443497128	443504071	443511076
425653193	433674785	443462197	443469382	443476429	443483284	443490180	443497136	443504089	443511084
425654225	433677499	443462213	443469390	443476437	443483292	443490198	443497144	443504105	443511092
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443517255	443524111	443531041	443537980	443544853	443551692	443558531	443565437	443572458	443579339
443517263	443524137	443531058	443537998	443544879	443551700	443558549	443565445	443572466	443579347
443517271	443524145	443531066	443538004	443544887	443551718	443558556	443565452	443572474	443579354
443517289	443524152	443531074	443538012	443544895	443551726	443558564	443565460	443572482	443579362
443517297	443524160	443531082	443538020	443544903	443551734	443558572	443565486	443572490	443579370
443517305	443524178	443531090	443538038	443544911	443551742	443558580	443565494	443572508	443579388
443517313	443524186	443531108	443538053	443544929	443551759	443558598	443565502	443572516	443579396
443517321	443524194	443531116	443538061	443544937	443551767	443558606	443565510	443572524	443579404
443517339	443524202	443531124	443538079	443544945	443551775	443558614	443565528	443572532	443579412
443517347	443524228	443531132	443538087	443544952	443551783	443558622	443565536	443572540	443579420
443517354	443524236	443531140	443538095	443544960	443551791	443558630	443565544	443572557	443579438
443517362	443524244	443531157	443538103	443544978	443551809	443558648	443565551	443572565	443579446
443517370	443524251	443531165	443538111	443544986	443551817	443558655	443565569	443572573	443579453
443517388	443524269	443531173	443538129	443544994	443551825	443558663	443565577	443572581	443579461
443517396	443524277	443531181	443538137	443545009	443551833	443558671	443565585	443572599	443579479
443517404	443524285	443531199	443538145	443545017	443551841	443558689	443565593	443572607	443579487
443517412	443524293	443531207	443538152	443545025	443551858	443558697	443565601	443572615	443579495
443517420	443524301	443531215	443538160	443545033	443551866	443558705	443565619	443572623	443579503
443517438	443524319	443531223	443538178	443545041	443551874	443558713	443565627	443572631	443579511
443517446	443524327	443531231	443538186	443545058	443551882	443558721	443565635	443572649	443579529
443517453	443524335	443531249	443538194	443545066	443551890	443558739	443565643	443572656	443579537
443517461	443524343	443531256	443538202	443545074	443551908	443558747	443565650	443572664	443579545
443517479	443524350	443531264	443538210	443545082	443551916	443558754	443565668	443572672	443579552
443517487	443524368	443531272	443538228	443545090	443551924	443558762	443565676	443572680	443579578
443517495	443524376	443531280	443538244	443545108	443551932	443558770	443565684	443572698	443579586
443517503	443524384	443531306	443538251	443545116	443551940	443558788	443565692	443572706	443579594
443517511	443524392	443531314	443538269	443545124	443551957	443558796	443565700	443572714	443579602
443517529	443524400	443531322	443538277	443545132	443551965	443558804	443565718	443572722	443579610
443517537	443524418	443531330	443538285	443545140	443551973	443558812	443565726	443572730	443579628
443517545	443524426	443531348	443538293	443545157	443551981	443558820	443565734	443572748	443579644
443517552	443524434	443531355	443538301	443545165	443551999	443558838	443565742	443572755	443579651
443517560	443524442	443531363	443538319	443545173	443552005	443558846	443565759	443572763	443579669
443517578	443524459	443531371	443538327	443545181	443552013	443558853	443565775	443572771	443579677
443517586	443524467	443531389	443538335	443545199	443552021	443558861	443565783	443572789	443579685
443517594	443524475	443531397	443538343	443545207	443552039	443558879	443565791	443572797	443579693
443517602	443524483	443531405	443538350	443545223	443552047	443558895	443565809	443572805	443579701
443517610	443524491	443531413	443538368	443545231	443552054	443558903	443565817	443572821	443579719
443517628	443524509	443531421	443538376	443545249	443552062	443558911	443565825	443572839	443579727
443517636	443524517	443531439	443538384	443545256	443552070	443558929	443565833	443572847	443579735
443517644	443524525	443531447	443538392	443545264	443552088	443558937	443565841	443572854	443579743
443517669	443524533	443531454	443538400	443545272	443552096	443558945	443565866	443572862	443579750
443517677	443524541	443531462	443538418	443545280	443552104	443558952	443565874	443572870	443579768
443517685	443524558	443531470	443538426	443545298	443552112	443558960	443565882	443572888	443579776
443517693	443524566	443531488	443538434	443545306	443552120	443558978	443565890	443572896	443579784
443517701	443524574	443531496	443538442	443545314	443552138	443558986	443565908	443572904	443579792
443517719	443524582	443531504	443538459	443545322	443552146	443558994	443565916	443572912	443579800
443517727	443524590	443531512	443538467	443545330	443552153	443559000	443565924	443572920	443579818
443517735	443524608	443531520	443538475	443545348	443552161	443559018	443565932	443572938	443579826
443517743	443524616	443531538	443538483	443545355	443552179	443559034	443565940	443572946	443579834
443517750	443524624	443531546	443538491	443545363	443552187	443559042	443565957	443572953	443579842
443517768	443524632	443531553	443538509	443545371	443552195	443559067	443565965	443572961	443579859
443517776	443524640	443531561	443538517	443545389	443552203	443559075	443565973	443572979	443579867
443517784	443524657	443531579	443538525	443545397	443552211	443559083	443565981	443572987	443579875
443517792	443524665	443531587	443538533	443545405	443552229	443559091	443565999	443572995	443579883
443517800	443524673	443531595	443538541	443545413	443552237	443559109	443566005	443573001	443579891
443517818	443524681	443531603	443538558	443545421	443552245	443559117	443566013	443573019	443579909
443517826	443524699	443531611	443538566	443545439	443552252	443559125	443566021	443573027	443579917
443517834	443524707	443531629	443538582	443545447	443552260	443559133	443566039	443573035	443579925
443517842	443524715	443531637	443538590	443545454	443552278	443559141	443566047	443573043	443579941
443517859	443524723	443531645	443538608	443545462	443552286	443559158	443566054	443573050	443579958
443517867	443524731	443531652	443538616	443545470	443552294	443559166	443566062	443573068	443579966
443517875	443524749	443531660	443538624	443545488	443552302	443559174	443566088	443573076	443579974
443517883	443524756	443531678	443538632	443545496	443552310	443559182	443566096	443573084	443579982
443517891	443524764	443531686	443538640	443545504	443552328	443559190	443566104	443573092	443579990
443517909	443524772	443531694	443538657	443545520	443552336	443559208	443566112	443573100	443580006
443517917	443524780	443531702	443538673	443545538	443552344	443559216	443566120	443573118	443580014
443517925	443524798	443531710	443538681	443545546	443552351	443559224	443566138	443573126	443580022
443517933	443524806	443531728	443538699	443545553	443552369	443559232	443566146	443573134	443580030
443517941	443524814	443531736	443538707	443545561	443552377	443559240	443566153	443573142	443580048
443517958	443524822	443531744	443538715	443545579	443552385	443559257	443566161	443573167	443580055
443517966	443524830	443531751	443538723	443545587	443552393	443559265	443566187	443573175	443580063
443517974	443524848	443531769	443538731	443545595	443552401	443559273	443566195	443573183	443580071
443517982	443524855	443531777	443538749	443545603	443552419	443559281	443566203	443573191	443580089

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425658416	433699725	443462247	443469408	443476445	443483300	443490206	443497151	443504113	443511100
425659638	433710563	443462254	443469416	443476452	443483318	443490214	443497169	443504121	443511118
425660222	433729498	443462262	443469424	443476460	443483326	443490222	443497177	443504139	443511126
425662681	433740826	443462270	443469432	443476478	443483334	443490230	443497185	443504147	443511142
425662939	433746567	443462288	443469440	443476486	443483342	443490248	443497193	443504154	443511159
425665395	433747557	443462296	443469457	443476494	443483359	443490255	443497201	443504162	443511167
425667664	433770385	443462304	443469465	443476502	443483367	443490263	443497219	443504170	443511175
425671526	433772464	443462312	443469473	443476510	443483375	443490271	443497235	443504188	443511183
425672532	433777331	443462320	443469481	443476528	443483383	443490289	443497243	443504204	443511191
425675337	433785474	443462338	443469499	443476536	443483391	443490297	443497250	443504212	443511209
425678026	433791662	443462346	443469507	443476544	443483409	443490305	443497268	443504220	443511217
425678646	433797081	443462353	443469515	443476551	443483417	443490313	443497276	443504238	443511225
425681020	433831336	443462361	443469523	443476569	443483433	443490321	443497284	443504246	443511233
425681921	433832516	443462379	443469531	443476577	443483441	443490339	443497292	443504253	443511241
425682051	433834900	443462387	443469549	443476585	443483458	443490347	443497300	443504261	443511258
425687431	433840287	443462395	443469556	443476593	443483466	443490354	443497318	443504287	443511266
425687639	433859303	443462403	443469564	443476601	443483474	443490362	443497326	443504295	443511274
425687977	433859436	443462411	443469572	443476619	443483482	443490370	443497334	443504303	443511282
425688884	433866456	443462429	443469580	443476627	443483490	443490388	443497342	443504329	443511290
425694486	433868528	443462437	443469598	443476635	443483508	443490404	443497359	443504337	443511308
425697554	433870532	443462445	443469606	443476643	443483516	443490412	443497367	443504345	443511316
425703865	433871324	443462452	443469614	443476650	443483524	443490420	443497375	443504352	443511324
425704673	433898939	443462460	443469622	443476668	443483532	443490438	443497383	443504360	443511332
425704822	433908092	443462478	443469630	443476676	443483540	443490446	443497391	443504378	443511340
425707288	433913332	443462486	443469648	443476684	443483557	443490453	443497409	443504386	443511357
425709912	433920154	443462528	443469655	443476692	443483565	443490461	443497417	443504394	443511365
425712338	433921137	443462544	443469663	443476700	443483573	443490479	443497425	443504402	443511373
425712353	433931805	443462551	443469671	443476718	443483581	443490487	443497433	443504410	443511381
425715307	433946811	443462569	443469689	443476726	443483599	443490495	443497441	443504428	443511399
425715935	433959152	443462577	443469697	443476734	443483607	443490503	443497458	443504436	443511407
425717303	433959533	443462585	443469705	443476742	443483615	443490511	443497466	443504444	443511415
425717360	433962412	443462619	443469713	443476759	443483623	443490529	443497474	443504451	443511423
425719309	433963246	443462635	443469721	443476767	443483631	443490537	443497482	443504469	443511431
425719689	433967213	443462650	443469739	443476775	443483649	443490545	443497508	443504477	443511449
425720703	433969185	443462668	443469747	443476783	443483656	443490552	443497516	443504485	443511456
425721156	433971074	443462676	443469754	443476791	443483664	443490560	443497524	443504493	443511464
425722121	433971447	443462692	443469762	443476809	443483672	443490578	443497532	443504501	443511472
425725652	433974342	443462718	443469770	443476817	443483680	443490586	443497540	443504519	443511480
425726981	433974979	443462726	443469788	443476825	443483698	443490594	443497557	443504527	443511498
425733912	433983863	443462734	443469796	443476833	443483706	443490602	443497565	443504535	443511506
425735271	433984986	443462742	443469804	443476841	443483714	443490610	443497573	443504543	443511514
425737681	433996147	443462759	443469812	443476858	443483722	443490628	443497581	443504550	443511522
425738366	433996923	443462775	443469820	443476866	443483730	443490636	443497599	443504568	443511530
425741857	434000253	443462783	443469838	443476882	443483748	443490644	443497607	443504576	443511548
425743051	434007621	443462791	443469846	443476890	443483755	443490651	443497615	443504584	443511555
425743069	434008371	443462825	443469853	443476908	443483763	443490669	443497623	443504592	443511563
425748464	434013587	443462833	443469861	443476916	443483771	443490677	443497631	443504600	443511571
425748993	434014791	443462841	443469879	443476924	443483789	443490685	443497649	443504618	443511589
425749553	434024733	443462858	443469895	443476932	443483797	443490693	443497656	443504626	443511597
425753589	434027249	443462866	443469903	443476940	443483805	443490701	443497664	443504634	443511605
425753621	434027389	443462874	443469911	443476957	443483813	443490719	443497672	443504642	443511613
425755493	434038139	443462882	443469929	443476965	443483821	443490727	443497680	443504659	443511621
425756228	434053476	443462890	443469937	443476973	443483839	443490735	443497698	443504667	443511639
425757788	434057642	443462908	443469945	443476981	443483847	443490743	443497706	443504675	443511647
425758604	434058061	443462924	443469952	443476999	443483854	443490750	443497714	443504683	443511654
425760006	434058335	443462932	443469960	443477005	443483862	443490768	443497730	443504691	443511662
425762002	434074514	443462940	443469978	443477021	443483870	443490776	443497748	443504709	443511670
425762127	434079794	443462957	443469986	443477039	443483888	443490784	443497755	443504717	443511688
425762358	434107363	443462965	443469994	443477047	443483896	443490800	443497763	443504725	443511696
425766953	434637971	443462981	443470000	443477054	443483904	443490818	443497771	443504733	443511704
425767274	435299540	443462999	443470018	443477062	443483912	443490826	443497789	443504741	443511712
425767837	435463054	443463005	443470026	443477070	443483920	443490834	443497797	443504758	443511720
425768231	435606876	443463013	443470034	443477088	443483938	443490842	443497805	443504766	443511738
425769676	435921051	443463047	443470042	443477096	443483946	443490859	443497813	443504774	443511746
425771227	435986286	443463054	443470059	443477104	443483953	443490867	443497821	443504782	443511753
425771896	436125629	443463062	443470067	443477112	443483961	443490875	443497839	443504790	443511761
425773223	436147912	443463070	443470075	443477120	443483979	443490883	443497847	443504808	443511779
425774114	436280051	443463088	443470083	443477138	443483987	443490891	443497854	443504816	443511787
425777158	436371231	443463096	443470091	443477146	443483995	443490909	443497862	443504824	443511795
425778529	436390991	443463104	443470109	443477153	443484001	443490917	443497870	443504832	443511803
425779402	436473334	443463112	443470117	443477161	443484019	443490925	443497888	443504840	443511811
425779774	436575237	443463120	443470125	443477179	443484027	443490933	443497896	443504857	443511829
425782083	436697791	443463138	443470133	443477187	443484035	443490941	443497904	443504865	443511837
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443517990	443524863	443531785	443538756	443545611	443552427	443559299	443566211	443573209	443580097
443518006	443524871	443531793	443538764	443545629	443552435	443559307	443566229	443573217	443580105
443518014	443524889	443531801	443538772	443545637	443552443	443559315	443566237	443573225	443580113
443518022	443524897	443531819	443538780	443545645	443552450	443559323	443566252	443573233	443580121
443518030	443524905	443531827	443538806	443545652	443552468	443559331	443566260	443573241	443580139
443518048	443524913	443531835	443538814	443545660	443552476	443559349	443566278	443573258	443580147
443518055	443524921	443531843	443538822	443545678	443552484	443559356	443566286	443573266	443580154
443518063	443524939	443531850	443538830	443545686	443552492	443559364	443566294	443573274	443580162
443518071	443524947	443531868	443538848	443545694	443552500	443559372	443566302	443573282	443580170
443518089	443524954	443531884	443538855	443545702	443552518	443559380	443566310	443573290	443580188
443518097	443524962	443531892	443538863	443545710	443552526	443559398	443566328	443573308	443580196
443518105	443524970	443531900	443538871	443545728	443552534	443559406	443566336	443573316	443580204
443518113	443524988	443531918	443538889	443545736	443552542	443559414	443566344	443573324	443580212
443518121	443524996	443531926	443538897	443545744	443552559	443559422	443566351	443573332	443580220
443518139	443525001	443531942	443538905	443545751	443552567	443559430	443566369	443573340	443580238
443518147	443525019	443531967	443538913	443545769	443552575	443559448	443566377	443573357	443580246
443518154	443525027	443531975	443538921	443545777	443552583	443559455	443566385	443573365	443580253
443518162	443525035	443531983	443538939	443545785	443552591	443559463	443566393	443573373	443580261
443518170	443525043	443531991	443538947	443545793	443552609	443559471	443566401	443573381	443580279
443518188	443525050	443532007	443538954	443545801	443552617	443559489	443566419	443573399	443580287
443518196	443525068	443532015	443538962	443545819	443552625	443559497	443566427	443573407	443580295
443518204	443525076	443532023	443538970	443545827	443552633	443559505	443566435	443573415	443580303
443518212	443525084	443532031	443538988	443545835	443552641	443559513	443566443	443573423	443580311
443518220	443525092	443532049	443538996	443545843	443552658	443559521	443566450	443573431	443580329
443518238	443525100	443532056	443539002	443545850	443552666	443559539	443566468	443573449	443580337
443518253	443525118	443532064	443539010	443545868	443552674	443559547	443566476	443573456	443580345
443518261	443525126	443532072	443539028	443545876	443552682	443559554	443566484	443573464	443580352
443518279	443525134	443532080	443539036	443545884	443552690	443559562	443566492	443573472	443580360
443518287	443525142	443532098	443539044	443545892	443552708	443559570	443566500	443573480	443580394
443518295	443525159	443532106	443539051	443545900	443552716	443559588	443566518	443573506	443580402
443518303	443525167	443532114	443539069	443545918	443552724	443559596	443566526	443573514	443580410
443518311	443525175	443532122	443539077	443545926	443552732	443559604	443566534	443573522	443580428
443518329	443525183	443532148	443539085	443545934	443552740	443559612	443566542	443573530	443580436
443518337	443525191	443532155	443539093	443545942	443552757	443559620	443566559	443573548	443580444
443518345	443525209	443532163	443539101	443545959	443552765	443559638	443566567	443573555	443580451
443518352	443525217	443532171	443539119	443545967	443552773	443559646	443566575	443573563	443580469
443518360	443525225	443532197	443539127	443545975	443552781	443559653	443566583	443573571	443580477
443518378	443525233	443532221	443539135	443545983	443552799	443559661	443566591	443573589	443580485
443518386	443525241	443532239	443539143	443545991	443552807	443559679	443566609	443573597	443580493
443518394	443525258	443532247	443539150	443546007	443552815	443559687	443566617	443573605	443580501
443518402	443525266	443532254	443539168	443546015	443552823	443559695	443566625	443573613	443580519
443518410	443525274	443532262	443539176	443546023	443552831	443559703	443566633	443573621	443580527
443518428	443525282	443532270	443539184	443546031	443552849	443559711	443566641	443573639	443580535
443518436	443525290	443532288	443539192	443546049	443552856	443559729	443566658	443573647	443580543
443518444	443525308	443532296	443539200	443546056	443552864	443559737	443566666	443573654	443580550
443518451	443525316	443532304	443539218	443546064	443552872	443559745	443566674	443573662	443580568
443518469	443525324	443532312	443539226	443546072	443552880	443559752	443566682	443573670	443580576
443518477	443525332	443532320	443539234	443546080	443552906	443559760	443566690	443573688	443580584
443518485	443525340	443532338	443539242	443546098	443552914	443559778	443566708	443573696	443580600
443518493	443525357	443532346	443539259	443546106	443552922	443559786	443566716	443573704	443580618
443518501	443525365	443532353	443539267	443546114	443552930	443559794	443566724	443573712	443580626
443518519	443525373	443532361	443539275	443546122	443552948	443559802	443566732	443573720	443580634
443518527	443525381	443532379	443539283	443546130	443552955	443559810	443566740	443573738	443580642
443518535	443525399	443532387	443539291	443546148	443552963	443559828	443566757	443573746	443580659
443518543	443525407	443532395	443539309	443546155	443552971	443559836	443566765	443573753	443580667
443518550	443525415	443532403	443539317	443546163	443552989	443559844	443566773	443573761	443580675
443518568	443525423	443532411	443539325	443546171	443552997	443559851	443566781	443573779	443580683
443518576	443525431	443532429	443539333	443546189	443553003	443559869	443566799	443573787	443580691
443518584	443525449	443532437	443539341	443546197	443553011	443559877	443566807	443573795	443580709
443518592	443525456	443532445	443539358	443546205	443553029	443559885	443566815	443573803	443580717
443518618	443525464	443532460	443539366	443546213	443553037	443559893	443566823	443573811	443580725
443518626	443525472	443532478	443539374	443546221	443553045	443559901	443566831	443573829	443580733
443518634	443525480	443532486	443539382	443546239	443553052	443559919	443566849	443573837	443580741
443518642	443525498	443532494	443539390	443546247	443553078	443559927	443566856	443573845	443580758
443518659	443525506	443532510	443539408	443546254	443553086	443559935	443566864	443573852	443580766
443518667	443525514	443532528	443539424	443546262	443553094	443559943	443566880	443573860	443580774
443518675	443525522	443532536	443539432	443546270	443553102	443559950	443566898	443573878	443580782
443518683	443525530	443532544	443539440	443546288	443553110	443559968	443566906	443573886	443580790
443518691	443525548	443532551	443539457	443546296	443553128	443559976	443566914	443573894	443580808
443518717	443525555	443532569	443539465	443546304	443553136	443559984	443566922	443573902	443580816
443518725	443525563	443532577	443539473	443546312	443553144	443559992	443566930	443573910	443580824
443518733	443525571	443532585	443539481	443546320	443553151	443560008	443566948	443573928	443580832
443518741	443525589	443532593	443539499	443546338	443553177	443560016	443566955	443573936	443580840

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425783990	436934889	443463146	443470158	443477195	443484043	443490958	443497912	443504873	443511845
425785268	436980908	443463153	443470166	443477203	443484050	443490966	443497920	443504881	443511852
425785573	437055569	443463161	443470174	443477211	443484068	443490974	443497938	443504899	443511860
425785623	440872034	443463179	443470182	443477229	443484076	443490982	443497946	443504907	443511878
425790227	440888741	443463187	443470190	443477237	443484084	443490990	443497953	443504915	443511886
425790474	440901536	443463195	443470208	443477245	443484092	443491006	443497961	443504923	443511894
425793403	440955417	443463203	443470216	443477252	443484100	443491014	443497979	443504931	443511910
425795259	441093127	443463211	443470224	443477260	443484118	443491022	443497987	443504949	443511928
425801826	441123817	443463229	443470232	443477278	443484126	443491030	443497995	443504956	443511936
425802766	441234887	443463237	443470240	443477286	443484134	443491055	443498001	443504964	443511944
425803988	441354982	443463245	443470257	443477294	443484142	443491071	443498019	443504972	443511951
425806437	441368560	443463252	443470265	443477302	443484159	443491089	443498027	443504980	443511969
425807922	441514148	443463260	443470273	443477328	443484167	443491097	443498035	443504998	443511977
425808326	441518727	443463278	443470299	443477336	443484175	443491105	443498043	443505003	443511985
425808649	441540408	443463286	443470307	443477344	443484183	443491113	443498050	443505011	443511993
425810215	441554177	443463294	443470315	443477351	443484191	443491121	443498068	443505029	443512009
425810686	441568995	443463310	443470323	443477369	443484209	443491139	443498076	443505037	443512017
425813664	441584661	443463328	443470331	443477377	443484217	443491147	443498084	443505045	443512025
425817194	441604857	443463336	443470349	443477385	443484225	443491154	443498092	443505052	443512033
425817905	441605524	443463351	443470356	443477393	443484233	443491162	443498100	443505060	443512041
425818820	441633146	443463369	443470364	443477401	443484241	443491170	443498118	443505078	443512058
425819554	441685690	443463377	443470372	443477419	443484266	443491188	443498126	443505086	443512066
425819729	441704293	443463385	443470380	443477427	443484274	443491196	443498134	443505094	443512074
425821410	441708179	443463393	443470398	443477435	443484282	443491204	443498142	443505102	443512082
425821857	441708849	443463401	443470406	443477443	443484290	443491212	443498159	443505110	443512090
425822871	441721479	443463419	443470414	443477450	443484308	443491220	443498167	443505128	443512108
425823663	441737541	443463427	443470422	443477468	443484316	443491238	443498175	443505136	443512116
425823929	441887825	443463435	443470430	443477476	443484324	443491246	443498183	443505144	443512124
425824745	441945730	443463443	443470448	443477484	443484332	443491253	443498191	443505151	443512132
425826617	441947348	443463450	443470455	443477492	443484340	443491261	443498209	443505169	443512140
425830734	441954492	443463468	443470463	443477500	443484357	443491279	443498217	443505177	443512157
425831443	441972841	443463476	443470471	443477518	443484365	443491287	443498225	443505185	443512165
425833399	441989290	443463492	443470497	443477526	443484373	443491295	443498233	443505193	443512173
425835139	442021622	443463500	443470505	443477534	443484381	443491303	443498241	443505201	443512181
425838836	442045381	443463518	443470513	443477542	443484399	443491311	443498258	443505219	443512199
425840022	442048518	443463526	443470521	443477559	443484407	443491329	443498266	443505227	443512207
425841095	442052593	443463534	443470539	443477567	443484415	443491337	443498274	443505235	443512215
425842887	442172003	443463542	443470547	443477575	443484423	443491345	443498282	443505243	443512223
425843612	442175964	443463559	443470554	443477583	443484431	443491352	443498290	443505250	443512231
425843737	442194320	443463567	443470562	443477609	443484449	443491360	443498308	443505268	443512249
425843919	442196515	443463575	443470570	443477617	443484456	443491386	443498316	443505276	443512264
425844149	442196838	443463591	443470588	443477625	443484464	443491394	443498324	443505292	443512272
425851474	442209086	443463617	443470596	443477633	443484472	443491402	443498332	443505300	443512280
425853181	442216891	443463625	443470604	443477641	443484480	443491410	443498340	443505318	443512298
425854684	442228235	443463633	443470612	443477658	443484498	443491428	443498357	443505326	443512306
425855608	442228615	443463641	443470620	443477666	443484506	443491436	443498365	443505334	443512314
425855657	442229365	443463666	443470638	443477682	443484514	443491444	443498373	443505342	443512322
425855749	442230439	443463682	443470646	443477690	443484522	443491451	443498381	443505359	443512330
425859378	442243028	443463690	443470653	443477708	443484530	443491469	443498399	443505367	443512348
425862588	442244380	443463708	443470661	443477716	443484548	443491477	443498407	443505375	443512355
425863925	442251781	443463716	443470679	443477724	443484555	443491485	443498415	443505383	443512363
425864493	442257432	443463724	443470687	443477732	443484563	443491493	443498423	443505391	443512371
425867538	442270625	443463732	443470695	443477740	443484571	443491501	443498431	443505409	443512389
425867637	442280848	443463740	443470703	443477757	443484589	443491519	443498449	443505417	443512397
425868494	442292801	443463757	443470711	443477765	443484597	443491527	443498456	443505425	443512405
425870250	442299434	443463765	443470729	443477773	443484605	443491535	443498464	443505433	443512413
425872520	442302584	443463773	443470737	443477781	443484613	443491543	443498472	443505441	443512421
425872710	442303657	443463781	443470745	443477799	443484621	443491550	443498480	443505458	443512439
425875895	442310041	443463799	443470752	443477807	443484639	443491568	443498498	443505466	443512447
425876612	442329272	443463807	443470760	443477815	443484647	443491576	443498506	443505474	443512454
425877248	442352290	443463815	443470778	443477823	443484654	443491584	443498514	443505482	443512462
425877727	442364592	443463823	443470786	443477831	443484662	443491592	443498522	443505490	443512470
425878261	442364667	443463831	443470794	443477849	443484670	443491600	443498530	443505508	443512488
425879533	442393682	443463849	443470802	443477856	443484688	443491618	443498548	443505516	443512496
425881208	442420113	443463856	443470828	443477864	443484696	443491626	443498555	443505524	443512504
425882552	442424701	443463864	443470836	443477872	443484704	443491634	443498563	443505532	443512512
425883030	442443404	443463872	443470844	443477880	443484712	443491642	443498571	443505557	443512520
425885209	442451167	443463880	443470851	443477898	443484720	443491659	443498589	443505565	443512538
425886181	442453643	443463898	443470869	443477906	443484738	443491667	443498597	443505581	443512546
425886371	442455879	443463906	443470877	443477914	443484746	443491675	443498605	443505599	443512553
425888153	442467908	443463914	443470885	443477922	443484753	443491683	443498613	443505615	443512561
425892460	442476446	443463922	443470893	443477930	443484761	443491691	443498621	443505623	443512579
425894243	442477717	443463930	443470901	443477948	443484779	443491709	443498639	443505631	443512587
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443518758	443525597	443532601	443539507	443546346	443553185	443560032	443566963	443573944	443580865
443518766	443525605	443532619	443539515	443546353	443553193	443560040	443566971	443573951	443580873
443518774	443525613	443532627	443539523	443546361	443553201	443560057	443566989	443573969	443580881
443518782	443525621	443532635	443539531	443546379	443553219	443560065	443566997	443573977	443580899
443518790	443525639	443532643	443539549	443546387	443553227	443560073	443567003	443573985	443580907
443518808	443525647	443532650	443539556	443546395	443553235	443560081	443567011	443573993	443580915
443518816	443525654	443532668	443539564	443546403	443553243	443560099	443567029	443574009	443580923
443518824	443525662	443532676	443539572	443546411	443553250	443560107	443567037	443574017	443580931
443518832	443525670	443532692	443539580	443546429	443553268	443560115	443567045	443574025	443580949
443518840	443525688	443532700	443539598	443546437	443553276	443560123	443567052	443574033	443580956
443518857	443525696	443532718	443539606	443546445	443553284	443560131	443567060	443574041	443580964
443518865	443525704	443532726	443539614	443546452	443553292	443560149	443567086	443574058	443580972
443518873	443525712	443532734	443539622	443546460	443553300	443560156	443567094	443574066	443581004
443518881	443525720	443532742	443539630	443546478	443553318	443560164	443567102	443574074	443581046
443518899	443525738	443532759	443539648	443546486	443553326	443560172	443567110	443574082	443581087
443518907	443525746	443532767	443539655	443546494	443553334	443560198	443567128	443574090	443581095
443518915	443525761	443532775	443539663	443546502	443553342	443560206	443567136	443574108	443581178
443518923	443525779	443532783	443539671	443546510	443553359	443560222	443567144	443574116	443581236
443518931	443525787	443532791	443539689	443546528	443553367	443560230	443567151	443574124	443581269
443518949	443525795	443532809	443539697	443546536	443553375	443560248	443567169	443574132	443581277
443518956	443525803	443532817	443539705	443546544	443553383	443560255	443567177	443574140	443581319
443518964	443525811	443532825	443539713	443546551	443553391	443560263	443567185	443574157	443581327
443518972	443525829	443532833	443539721	443546569	443553409	443560271	443567193	443574165	443581483
443518980	443525837	443532841	443539739	443546577	443553417	443560289	443567201	443574173	443581491
443518998	443525845	443532858	443539747	443546585	443553425	443560297	443567219	443574181	443581509
443519004	443525852	443532866	443539754	443546593	443553433	443560305	443567227	443574199	443581525
443519012	443525860	443532874	443539762	443546601	443553441	443560313	443567235	443574207	443581541
443519020	443525886	443532882	443539770	443546619	443553458	443560321	443567243	443574215	443581558
443519038	443525894	443532890	443539788	443546627	443553474	443560339	443567250	443574223	443581640
443519046	443525902	443532908	443539796	443546635	443553482	443560347	443567268	443574231	443581657
443519061	443525910	443532916	443539804	443546643	443553490	443560354	443567276	443574249	443581681
443519079	443525928	443532924	443539812	443546650	443553508	443560362	443567284	443574256	443581798
443519087	443525936	443532932	443539820	443546668	443553516	443560370	443567292	443574264	443581855
443519095	443525944	443532940	443539838	443546676	443553524	443560388	443567300	443574272	443581897
443519103	443525951	443532957	443539846	443546684	443553532	443560396	443567318	443574280	443581939
443519111	443525969	443532965	443539853	443546692	443553540	443560404	443567326	443574298	443581954
443519129	443525977	443532973	443539861	443546700	443553557	443560412	443567334	443574306	443582085
443519137	443525985	443532981	443539879	443546718	443553565	443560420	443567342	443574314	443582127
443519145	443525993	443532999	443539887	443546726	443553573	443560438	443567359	443574322	443582135
443519152	443526009	443533005	443539895	443546734	443553581	443560446	443567375	443574330	443582218
443519160	443526017	443533013	443539903	443546742	443553599	443560453	443567383	443574348	443582234
443519178	443526025	443533021	443539911	443546759	443553607	443560461	443567391	443574355	443582291
443519186	443526033	443533039	443539929	443546767	443553615	443560479	443567409	443574363	443582432
443519194	443526041	443533047	443539937	443546775	443553623	443560487	443567417	443574371	443582473
443519202	443526058	443533054	443539945	443546783	443553631	443560495	443567425	443574389	443582507
443519210	443526066	443533062	443539952	443546791	443553649	443560503	443567433	443574397	443582523
443519228	443526074	443533070	443539960	443546809	443553656	443560511	443567441	443574405	443582531
443519236	443526082	443533088	443539978	443546817	443553664	443560529	443567458	443574413	443582564
443519244	443526090	443533096	443539986	443546825	443553672	443560537	443567466	443574421	443582580
443519251	443526108	443533104	443539994	443546833	443553680	443560545	443567474	443574439	443582622
443519269	443526116	443533112	443540000	443546841	443553698	443560552	443567482	443574447	443582697
443519277	443526124	443533120	443540026	443546858	443553706	443560560	443567490	443574454	443582705
443519285	443526132	443533138	443540034	443546866	443553714	443560578	443567508	443574462	443582796
443519293	443526140	443533146	443540042	443546874	443553722	443560586	443567516	443574470	443582911
443519301	443526157	443533153	443540059	443546882	443553730	443560594	443567524	443574488	443582945
443519319	443526165	443533161	443540067	443546890	443553748	443560602	443567532	443574496	443582978
443519327	443526173	443533179	443540075	443546908	443553755	443560610	443567540	443574504	443583034
443519335	443526181	443533187	443540083	443546916	443553763	443560628	443567557	443574512	443583075
443519343	443526199	443533195	443540091	443546924	443553771	443560636	443567565	443574520	443583091
443519350	443526207	443533211	443540109	443546932	443553789	443560644	443567573	443574538	443583208
443519376	443526215	443533229	443540117	443546957	443553797	443560651	443567581	443574546	443583299
443519384	443526223	443533245	443540125	443546965	443553805	443560669	443567599	443574553	443583323
443519392	443526231	443533252	443540133	443546973	443553813	443560677	443567607	443574561	443583331
443519400	443526249	443533260	443540141	443546981	443553821	443560685	443567615	443574579	443583356
443519418	443526256	443533278	443540158	443546999	443553839	443560693	443567631	443574587	443583414
443519426	443526264	443533286	443540166	443547005	443553847	443560701	443567649	443574595	443583471
443519434	443526280	443533294	443540174	443547013	443553854	443560719	443567656	443574603	443583513
443519442	443526298	443533302	443540182	443547021	443553862	443560727	443567664	443574611	443583539
443519459	443526306	443533310	443540190	443547039	443553870	443560735	443567672	443574629	443583554
443519467	443526314	443533328	443540208	443547047	443553888	443560743	443567680	443574637	443583596
443519475	443526330	443533336	443540216	443547054	443553896	443560750	443567698	443574645	443583604
443519483	443526348	443533344	443540224	443547062	443553904	443560768	443567706	443574652	443583620
443519491	443526363	443533351	443540232	443547070	443553912	443560776	443567730	443574660	443583638

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
425894433	442486643	443463948	443470919	443477955	443484787	443491717	443498647	443505649	443512595
425894565	442498465	443463963	443470927	443477963	443484795	443491725	443498654	443505656	443512603
425898624	442502001	443463971	443470935	443477989	443484803	443491741	443498662	443505664	443512611
425899002	442508016	443463989	443470943	443478003	443484811	443491758	443498670	443505680	443512629
425899986	442513560	443463997	443470950	443478011	443484829	443491766	443498688	443505698	443512637
425906575	442517769	443464003	443470968	443478029	443484837	443491774	443498696	443505714	443512645
425907433	442604500	443464011	443470976	443478037	443484845	443491782	443498704	443505722	443512652
425907599	442662144	443464029	443470984	443478045	443484852	443491790	443498712	443505730	443512660
425910460	442665808	443464037	443470992	443478052	443484860	443491808	443498720	443505748	443512678
425910767	442684726	443464045	443471008	443478060	443484878	443491816	443498738	443505755	443512686
425913506	442686689	443464052	443471016	443478078	443484886	443491824	443498746	443505763	443512694
425914629	442688693	443464060	443471024	443478086	443484894	443491840	443498753	443505771	443512702
425914991	442693230	443464078	443471032	443478094	443484902	443491857	443498761	443505789	443512710
425915204	442701439	443464086	443471040	443478102	443484910	443491865	443498779	443505797	443512728
425915592	442712485	443464094	443471057	443478110	443484928	443491873	443498787	443505805	443512736
425917085	442726535	443464102	443471065	443478128	443484936	443491881	443498795	443505813	443512744
425917697	442731915	443464110	443471073	443478136	443484944	443491899	443498803	443505821	443512751
425918521	442735569	443464128	443471107	443478144	443484951	443491907	443498811	443505839	443512769
425921301	442738910	443464136	443471115	443478151	443484969	443491915	443498829	443505847	443512777
425929601	442753109	443464144	443471123	443478169	443484977	443491923	443498837	443505854	443512785
425932282	442757894	443464151	443471131	443478177	443484985	443491931	443498845	443505862	443512793
425936085	442758637	443464169	443471149	443478185	443484993	443491949	443498852	443505870	443512801
425936101	442771556	443464177	443471156	443478193	443485008	443491956	443498860	443505888	443512819
425936747	442775235	443464185	443471164	443478201	443485016	443491972	443498878	443505896	443512835
425937489	442775730	443464193	443471172	443478219	443485024	443491980	443498886	443505904	443512843
425939394	442776159	443464201	443471180	443478227	443485032	443491998	443498894	443505912	443512850
425939592	442779450	443464219	443471198	443478235	443485040	443492004	443498902	443505920	443512868
425941861	442797098	443464227	443471206	443478243	443485057	443492012	443498910	443505938	443512876
425943370	442802443	443464235	443471214	443478250	443485065	443492020	443498936	443505946	443512884
425944923	442804241	443464243	443471222	443478268	443485073	443492038	443498944	443505953	443512892
425946084	442805222	443464268	443471230	443478276	443485081	443492046	443498951	443505961	443512900
425946779	442812921	443464276	443471248	443478284	443485099	443492053	443498969	443505979	443512918
425948213	442816609	443464284	443471255	443478292	443485107	443492061	443498977	443505987	443512926
425950045	442817375	443464292	443471263	443478300	443485115	443492079	443498985	443505995	443512934
425950870	442822680	443464300	443471271	443478318	443485123	443492087	443498993	443506001	443512942
425953197	442839304	443464318	443471289	443478326	443485131	443492095	443499009	443506019	443512959
425955739	442844866	443464326	443471297	443478334	443485149	443492103	443499017	443506027	443512967
425956786	442849923	443464334	443471305	443478342	443485156	443492111	443499025	443506050	443512975
425958360	442858700	443464342	443471313	443478359	443485164	443492129	443499033	443506068	443512983
425964780	442885307	443464359	443471321	443478367	443485172	443492137	443499041	443506076	443512991
425965324	442885786	443464367	443471339	443478375	443485180	443492145	443499058	443506084	443513007
425965696	442891396	443464375	443471354	443478383	443485198	443492152	443499066	443506092	443513015
425967254	442900866	443464383	443471362	443478391	443485206	443492160	443499074	443506100	443513023
425969078	442933867	443464391	443471370	443478409	443485214	443492178	443499082	443506118	443513031
425971652	442950705	443464409	443471388	443478417	443485222	443492186	443499090	443506126	443513049
425974854	442951646	443464417	443471396	443478425	443485230	443492194	443499108	443506134	443513056
425974888	442955837	443464425	443471404	443478433	443485248	443492202	443499116	443506142	443513064
425976180	442965950	443464433	443471412	443478441	443485255	443492210	443499124	443506159	443513072
425977386	442986071	443464441	443471420	443478458	443485263	443492228	443499132	443506167	443513080
425978269	443026729	443464458	443471438	443478466	443485271	443492236	443499140	443506175	443513098
425979515	443034707	443464466	443471446	443478474	443485289	443492244	443499157	443506183	443513106
425982493	443036587	443464474	443471453	443478482	443485297	443492251	443499165	443506191	443513114
425984655	443041827	443464482	443471461	443478490	443485305	443492269	443499173	443506209	443513122
425984945	443043260	443464490	443471479	443478508	443485313	443492277	443499199	443506217	443513130
425988037	443047048	443464508	443471487	443478516	443485321	443492285	443499207	443506225	443513148
425988136	443055470	443464516	443471495	443478524	443485339	443492293	443499215	443506233	443513155
425989548	443069281	443464524	443471503	443478540	443485347	443492301	443499223	443506241	443513163
425990447	443073382	443464532	443471511	443478557	443485354	443492319	443499231	443506258	443513171
425990777	443082524	443464540	443471529	443478565	443485362	443492327	443499249	443506266	443513189
425993649	443091061	443464557	443471537	443478573	443485370	443492335	443499256	443506282	443513197
425994290	443092903	443464565	443471545	443478581	443485388	443492350	443499264	443506290	443513205
425995313	443108915	443464573	443471552	443478599	443485404	443492368	443499272	443506308	443513213
425995479	443134093	443464581	443471560	443478607	443485412	443492376	443499280	443506316	443513221
425995743	443147699	443464599	443471578	443478615	443485420	443492384	443499298	443506324	443513239
425997392	443147855	443464607	443471586	443478623	443485438	443492392	443499306	443506332	443513247
425997426	443157094	443464615	443471594	443478631	443485446	443492400	443499314	443506340	443513254
426002143	443162987	443464623	443471602	443478649	443485453	443492426	443499322	443506357	443513262
426005179	443164892	443464631	443471610	443478656	443485461	443492434	443499330	443506365	443513270
426006193	443165980	443464656	443471628	443478664	443485479	443492442	443499348	443506373	443513288
426007472	443167010	443464664	443471636	443478672	443485487	443492459	443499355	443506381	443513296
426007886	443169354	443464672	443471644	443478680	443485503	443492467	443499371	443506399	443513304
426009122	443172192	443464680	443471651	443478698	443485511	443492475	443499389	443506407	443513312
426009908	443179668	443464714	443471669	443478706	443485529	443492483	443499397	443506415	443513320
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443519517	443526371	443533369	443540240	443547088	443553920	443560784	443567748	443574678	443583679
443519525	443526389	443533377	443540257	443547096	443553938	443560792	443567755	443574686	443583711
443519533	443526397	443533385	443540265	443547104	443553946	443560800	443567763	443574694	443583737
443519541	443526405	443533393	443540273	443547112	443553953	443560818	443567771	443574702	443583752
443519558	443526413	443533401	443540281	443547120	443553961	443560826	443567789	443574710	443583786
443519566	443526421	443533419	443540299	443547138	443553979	443560834	443567797	443574728	443583802
443519574	443526439	443533427	443540307	443547146	443553987	443560842	443567805	443574736	443583851
443519582	443526447	443533435	443540315	443547153	443553995	443560859	443567813	443574744	443583877
443519590	443526454	443533443	443540323	443547161	443554019	443560867	443567821	443574751	443583893
443519608	443526462	443533450	443540331	443547179	443554027	443560875	443567839	443574769	443583935
443519616	443526470	443533468	443540349	443547187	443554035	443560883	443567847	443574777	443583950
443519624	443526488	443533476	443540356	443547195	443554043	443560891	443567854	443574785	443584024
443519632	443526496	443533484	443540364	443547203	443554050	443560909	443567862	443574793	443584065
443519640	443526504	443533492	443540372	443547211	443554068	443560917	443567870	443574801	443584073
443519657	443526512	443533500	443540380	443547229	443554076	443560925	443567888	443574819	443584081
443519665	443526520	443533518	443540398	443547237	443554084	443560933	443567896	443574827	443584156
443519673	443526538	443533526	443540406	443547245	443554092	443560941	443567904	443574835	443584172
443519681	443526546	443533534	443540414	443547252	443554100	443560958	443567912	443574843	443584255
443519699	443526553	443533542	443540422	443547260	443554118	443560966	443567920	443574850	443584297
443519707	443526561	443533559	443540430	443547278	443554126	443560974	443567938	443574868	443584321
443519715	443526579	443533567	443540448	443547286	443554142	443560982	443567946	443574876	443584354
443519723	443526587	443533583	443540455	443547294	443554159	443560990	443567953	443574884	443584420
443519731	443526595	443533591	443540463	443547302	443554167	443561006	443567961	443574892	443584446
443519749	443526603	443533609	443540471	443547310	443554175	443561014	443567979	443574900	443584453
443519756	443526611	443533617	443540489	443547328	443554183	443561022	443567987	443574918	443584495
443519764	443526629	443533625	443540497	443547336	443554191	443561030	443567995	443574926	443584602
443519772	443526637	443533641	443540505	443547344	443554209	443561048	443568019	443574934	443584669
443519780	443526645	443533658	443540513	443547351	443554217	443561055	443568027	443574942	443584677
443519798	443526652	443533666	443540521	443547369	443554225	443561063	443568035	443574959	443584685
443519806	443526660	443533674	443540539	443547377	443554233	443561071	443568043	443574967	443584784
443519814	443526678	443533682	443540547	443547385	443554241	443561089	443568050	443574983	443584818
443519822	443526686	443533690	443540554	443547393	443554258	443561097	443568068	443574991	443584826
443519830	443526694	443533708	443540562	443547401	443554266	443561105	443568076	443575006	443584834
443519848	443526702	443533716	443540570	443547419	443554274	443561113	443568084	443575014	443584842
443519855	443526728	443533724	443540588	443547427	443554282	443561121	443568092	443575022	443584859
443519863	443526736	443533732	443540596	443547435	443554290	443561139	443568100	443575030	443584875
443519871	443526744	443533740	443540604	443547443	443554308	443561147	443568118	443575048	443584909
443519889	443526751	443533757	443540612	443547450	443554316	443561154	443568126	443575055	443584933
443519897	443526769	443533765	443540620	443547468	443554324	443561162	443568134	443575063	443584941
443519905	443526777	443533773	443540638	443547476	443554332	443561170	443568159	443575071	443584982
443519913	443526785	443533781	443540646	443547484	443554340	443561188	443568167	443575089	443585013
443519921	443526793	443533799	443540653	443547492	443554357	443561204	443568175	443575097	443585054
443519939	443526801	443533807	443540661	443547500	443554365	443561212	443568183	443575105	443585070
443519947	443526827	443533815	443540679	443547518	443554373	443561220	443568191	443575113	443585112
443519954	443526835	443533823	443540687	443547526	443554381	443561238	443568209	443575121	443585120
443519962	443526843	443533831	443540695	443547534	443554399	443561246	443568217	443575139	443585187
443519970	443526850	443533849	443540703	443547542	443554407	443561253	443568225	443575147	443585278
443519988	443526868	443533856	443540711	443547559	443554415	443561261	443568233	443575154	443585286
443519996	443526876	443533864	443540729	443547567	443554423	443561279	443568241	443575162	443585302
443520002	443526884	443533872	443540737	443547575	443554431	443561287	443568258	443575170	443585328
443520010	443526892	443533880	443540745	443547583	443554449	443561303	443568266	443575188	443585377
443520028	443526900	443533898	443540752	443547591	443554456	443561311	443568274	443575196	443585393
443520036	443526918	443533906	443540760	443547609	443554464	443561329	443568282	443575204	443585435
443520044	443526926	443533914	443540778	443547617	443554472	443561337	443568290	443575212	443585443
443520051	443526934	443533922	443540786	443547625	443554480	443561345	443568308	443575220	443585450
443520069	443526942	443533930	443540794	443547633	443554498	443561352	443568316	443575238	443585526
443520077	443526959	443533948	443540802	443547641	443554506	443561360	443568324	443575246	443585591
443520085	443526967	443533955	443540810	443547658	443554514	443561378	443568332	443575253	443585609
443520093	443526975	443533963	443540828	443547666	443554522	443561386	443568340	443575261	443585690
443520119	443526991	443533971	443540836	443547674	443554530	443561394	443568365	443575279	443585708
443520127	443527007	443533989	443540844	443547682	443554548	443561402	443568373	443575287	443585724
443520135	443527015	443533997	443540851	443547690	443554555	443561410	443568381	443575295	443585757
443520143	443527023	443534003	443540869	443547708	443554563	443561428	443568399	443575303	443585864
443520150	443527031	443534011	443540877	443547716	443554571	443561436	443568407	443575311	443585922
443520168	443527049	443534029	443540885	443547724	443554589	443561444	443568415	443575329	443585955
443520176	443527056	443534037	443540893	443547732	443554597	443561451	443568423	443575337	443585989
443520184	443527064	443534045	443540901	443547740	443554605	443561469	443568431	443575345	443586003
443520192	443527072	443534052	443540919	443547757	443554613	443561477	443568449	443575352	443586011
443520200	443527080	443534060	443540927	443547765	443554621	443561485	443568456	443575360	443586060
443520218	443527098	443534078	443540935	443547773	443554639	443561493	443568464	443575378	443586136
443520226	443527106	443534086	443540943	443547781	443554647	443561501	443568472	443575386	443586151
443520234	443527114	443534094	443540950	443547799	443554654	443561519	443568480	443575394	443586169
443520242	443527122	443534102	443540968	443547807	443554662	443561527	443568498	443575402	443586177

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
426011102	443185160	443464722	443471677	443478714	443485537	443492491	443499405	443506423	443513338
426011367	443186507	443464730	443471685	443478722	443485545	443492509	443499413	443506431	443513346
426014973	443187463	443464748	443471693	443478730	443485552	443492517	443499421	443506449	443513353
426014981	443193719	443464755	443471701	443478748	443485560	443492525	443499439	443506456	443513361
426015038	443200068	443464763	443471719	443478755	443485578	443492533	443499447	443506464	443513379
426015152	443202205	443464771	443471727	443478763	443485586	443492541	443499454	443506472	443513387
426019162	443210588	443464797	443471735	443478771	443485602	443492558	443499462	443506480	443513395
426019865	443212402	443464805	443471743	443478789	443485610	443492566	443499470	443506498	443513403
426022513	443224076	443464813	443471750	443478797	443485628	443492574	443499488	443506506	443513411
426024659	443226261	443464821	443471768	443478805	443485636	443492582	443499496	443506514	443513429
426026076	443234752	443464839	443471776	443478813	443485644	443492590	443499504	443506522	443513437
426026381	443244124	443464854	443471784	443478821	443485651	443492608	443499512	443506530	443513445
426028387	443246343	443464862	443471792	443478839	443485669	443492616	443499520	443506548	443513452
426029575	443254677	443464870	443471800	443478847	443485677	443492624	443499538	443506555	443513460
426031183	443255799	443464888	443471818	443478854	443485685	443492632	443499546	443506563	443513478
426031886	443258934	443464896	443471826	443478862	443485693	443492640	443499553	443506571	443513494
426033833	443272992	443464904	443471834	443478888	443485701	443492657	443499561	443506589	443513502
426034641	443280425	443464912	443471842	443478896	443485719	443492665	443499579	443506597	443513510
426035515	443289251	443464920	443471859	443478904	443485727	443492673	443499587	443506605	443513528
426043022	443296785	443464938	443471867	443478912	443485735	443492681	443499595	443506613	443513536
426043170	443312673	443464946	443471875	443478920	443485743	443492699	443499603	443506621	443513544
426043212	443317227	443464953	443471883	443478938	443485750	443492707	443499611	443506639	443513551
426043279	443325618	443464961	443471891	443478946	443485768	443492715	443499629	443506647	443513569
426043519	443326905	443464979	443471909	443478953	443485776	443492723	443499637	443506654	443513577
426043733	443334511	443464995	443471917	443478961	443485784	443492731	443499645	443506662	443513585
426046074	443343157	443465000	443471925	443478979	443485792	443492749	443499652	443506670	443513593
426046462	443358841	443465018	443471933	443478987	443485800	443492756	443499660	443506688	443513601
426046603	443372412	443465026	443471941	443478995	443485818	443492764	443499678	443506696	443513619
426049748	443457114	443465042	443471958	443479001	443485826	443492772	443499686	443506704	443513627
426049979	443457122	443465059	443471966	443479019	443485842	443492780	443499694	443506712	443513635
426050498	443457130	443465067	443471974	443479035	443485859	443492798	443499702	443506720	443513643
426051785	443457148	443465075	443471982	443479043	443485867	443492806	443499710	443506738	443513650
426059960	443457155	443465083	443471990	443479050	443485875	443492814	443499728	443506746	443513668
426065256	443457163	443465091	443472006	443479068	443485883	443492822	443499736	443506753	443513684
426065561	443457171	443465109	443472014	443479076	443485891	443492830	443499744	443506761	443513692
426065595	443457189	443465117	443472022	443479084	443485909	443492848	443499751	443506779	443513700
426068185	443457197	443465125	443472030	443479092	443485917	443492855	443499769	443506787	443513718
426068490	443457205	443465133	443472048	443479100	443485925	443492863	443499777	443506795	443513726
426069266	443457213	443465141	443472055	443479118	443485933	443492871	443499785	443506803	443513734
426070033	443457221	443465158	443472063	443479126	443485941	443492889	443499793	443506811	443513742
426072658	443457239	443465166	443472071	443479134	443485958	443492897	443499801	443506829	443513759
426076170	443457247	443465174	443472089	443479142	443485966	443492905	443499819	443506837	443513767
426077079	443457254	443465190	443472097	443479159	443485982	443492913	443499827	443506845	443513775
426078291	443457262	443465208	443472105	443479167	443485990	443492921	443499835	443506852	443513783
426080362	443457270	443465216	443472113	443479175	443486006	443492939	443499843	443506860	443513791
426081089	443457288	443465224	443472121	443479183	443486014	443492947	443499850	443506878	443513809
426081568	443457296	443465240	443472139	443479191	443486022	443492954	443499868	443506886	443513817
426083119	443457312	443465257	443472147	443479209	443486030	443492962	443499876	443506894	443513833
426085353	443457320	443465265	443472154	443479217	443486048	443492970	443499884	443506902	443513841
426085932	443457346	443465273	443472162	443479225	443486055	443492988	443499892	443506928	443513858
426089371	443457353	443465281	443472170	443479233	443486063	443492996	443499900	443506936	443513874
426090221	443457361	443465299	443472188	443479241	443486071	443493002	443499918	443506944	443513882
426090833	443457379	443465307	443472196	443479258	443486089	443493010	443499926	443506951	443513890
426092706	443457387	443465315	443472204	443479266	443486097	443493028	443499934	443506969	443513908
426092797	443457395	443465323	443472212	443479274	443486105	443493036	443499942	443506977	443513916
426094769	443457403	443465331	443472220	443479282	443486113	443493044	443499959	443506985	443513924
426095584	443457411	443465349	443472238	443479290	443486121	443493051	443499967	443506993	443513940
426096301	443457429	443465356	443472246	443479308	443486139	443493069	443499983	443507009	443513957
426096533	443457437	443465364	443472253	443479316	443486147	443493077	443500012	443507017	443513965
426096624	443457445	443465372	443472261	443479324	443486154	443493085	443500020	443507025	443513973
426099644	443457452	443465380	443472279	443479332	443486162	443493093	443500038	443507033	443513981
426101176	443457460	443465398	443472287	443479340	443486170	443493101	443500046	443507041	443513999
426101689	443457478	443465406	443472295	443479357	443486188	443493119	443500053	443507058	443514005
426106290	443457486	443465414	443472303	443479365	443486196	443493135	443500061	443507066	443514013
426107959	443457502	443465422	443472311	443479373	443486204	443493143	443500079	443507074	443514021
426108288	443457528	443465430	443472329	443479381	443486212	443493150	443500087	443507082	443514039
426108460	443457536	443465448	443472337	443479399	443486220	443493168	443500095	443507090	443514047
426110045	443457551	443465455	443472345	443479407	443486238	443493176	443500103	443507108	443514054
426110326	443457569	443465463	443472352	443479415	443486246	443493184	443500111	443507116	443514062
426112942	443457577	443465471	443472360	443479423	443486253	443493192	443500137	443507124	443514070
426113361	443457585	443465489	443472378	443479431	443486261	443493200	443500145	443507132	443514088
426114237	443457593	443465497	443472386	443479449	443486279	443493218	443500152	443507140	443514096
426115184	443457601	443465505	443472394	443479456	443486287	443493226	443500160	443507165	443514104
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443520259	443527130	443534110	443540976	443547815	443554670	443561535	443568506	443575410	443586276
443520267	443527148	443534128	443540984	443547823	443554688	443561543	443568514	443575428	443586367
443520275	443527155	443534136	443540992	443547831	443554696	443561550	443568522	443575436	443586391
443520283	443527163	443534144	443541008	443547849	443554704	443561568	443568530	443575444	443586425
443520291	443527171	443534151	443541016	443547856	443554712	443561576	443568548	443575451	443586441
443520309	443527189	443534169	443541024	443547864	443554720	443561584	443568555	443575469	443586466
443520317	443527197	443534177	443541032	443547872	443554738	443561592	443568563	443575477	443586482
443520325	443527205	443534185	443541040	443547880	443554746	443561600	443568571	443575485	443586532
443520333	443527213	443534193	443541057	443547898	443554753	443561618	443568589	443575493	443586607
443520341	443527221	443534201	443541065	443547906	443554761	443561626	443568597	443575501	443586615
443520358	443527239	443534219	443541073	443547914	443554779	443561634	443568605	443575519	443586623
443520366	443527247	443534227	443541081	443547922	443554787	443561642	443568613	443575527	443586656
443520374	443527254	443534235	443541099	443547930	443554795	443561659	443568621	443575535	443586664
443520382	443527262	443534243	443541107	443547948	443554803	443561667	443568639	443575543	443586698
443520390	443527270	443534250	443541115	443547955	443554811	443561675	443568647	443575550	443586730
443520408	443527288	443534268	443541123	443547963	443554829	443561683	443568654	443575568	443586763
443520416	443527296	443534276	443541131	443547971	443554837	443561691	443568662	443575576	443586813
443520424	443527304	443534284	443541149	443547989	443554845	443561709	443568670	443575584	443586847
443520432	443527312	443534292	443541156	443548003	443554852	443561717	443568688	443575592	443586896
443520440	443527320	443534300	443541164	443548011	443554860	443561725	443568696	443575600	443586904
443520457	443527338	443534318	443541172	443548029	443554878	443561733	443568704	443575618	443586912
443520465	443527346	443534326	443541180	443548037	443554886	443561741	443568712	443575626	443586961
443520473	443527353	443534334	443541198	443548045	443554894	443561758	443568720	443575634	443586979
443520481	443527361	443534342	443541206	443548052	443554902	443561766	443568738	443575642	443587001
443520499	443527379	443534367	443541214	443548060	443554910	443561774	443568746	443575659	443587035
443520507	443527387	443534375	443541222	443548078	443554928	443561782	443568753	443575667	443587043
443520515	443527395	443534383	443541230	443548086	443554936	443561790	443568761	443575675	443587050
443520523	443527403	443534391	443541248	443548102	443554944	443561808	443568787	443575683	443587100
443520531	443527411	443534409	443541255	443548110	443554951	443561816	443568795	443575691	443587126
443520549	443527429	443534417	443541263	443548128	443554969	443561824	443568803	443575709	443587134
443520556	443527437	443534425	443541271	443548136	443554977	443561832	443568811	443575717	443587266
443520564	443527445	443534433	443541289	443548144	443554985	443561840	443568829	443575725	443587274
443520572	443527452	443534441	443541297	443548151	443554993	443561857	443568837	443575733	443587316
443520580	443527460	443534458	443541305	443548169	443555008	443561865	443568845	443575758	443587324
443520598	443527478	443534466	443541313	443548177	443555016	443561873	443568852	443575766	443587332
443520606	443527486	443534474	443541321	443548185	443555024	443561881	443568860	443575774	443587365
443520614	443527494	443534482	443541339	443548193	443555032	443561899	443568878	443575782	443587415
443520622	443527502	443534490	443541347	443548201	443555040	443561907	443568886	443575790	443587530
443520630	443527510	443534508	443541354	443548219	443555057	443561915	443568894	443575808	443587597
443520648	443527528	443534516	443541362	443548227	443555065	443561923	443568902	443575816	443587613
443520655	443527536	443534524	443541370	443548235	443555073	443561931	443568910	443575824	443587639
443520663	443527551	443534532	443541388	443548243	443555081	443561949	443568928	443575832	443587654
443520671	443527569	443534540	443541396	443548250	443555099	443561956	443568936	443575840	443587688
443520689	443527577	443534557	443541404	443548268	443555107	443561964	443568944	443575857	443587696
443520697	443527585	443534565	443541412	443548276	443555115	443561972	443568951	443575865	443587720
443520705	443527593	443534573	443541420	443548284	443555123	443561980	443568969	443575873	443587746
443520713	443527601	443534581	443541438	443548292	443555131	443561998	443568977	443575881	443587761
443520721	443527619	443534599	443541446	443548300	443555149	443562004	443568985	443575899	443587803
443520739	443527627	443534607	443541453	443548318	443555156	443562012	443568993	443575907	443587829
443520747	443527635	443534615	443541461	443548326	443555164	443562020	443569009	443575915	443587852
443520754	443527643	443534623	443541479	443548334	443555172	443562038	443569017	443575923	443587894
443520762	443527650	443534631	443541487	443548342	443555180	443562053	443569025	443575931	443588017
443520770	443527668	443534649	443541495	443548359	443555198	443562061	443569041	443575949	443588025
443520788	443527676	443534656	443541503	443548367	443555206	443562079	443569058	443575956	443588041
443520796	443527684	443534664	443541511	443548375	443555214	443562087	443569066	443575964	443588058
443520804	443527692	443534672	443541529	443548383	443555222	443562095	443569074	443575980	443588074
443520812	443527700	443534680	443541537	443548391	443555230	443562103	443569082	443575998	443588108
443520820	443527718	443534698	443541545	443548409	443555248	443562111	443569090	443576004	443588124
443520838	443527726	443534706	443541552	443548417	443555255	443562129	443569108	443576012	443588173
443520846	443527734	443534714	443541560	443548425	443555263	443562137	443569116	443576020	443588249
443520853	443527742	443534722	443541578	443548433	443555271	443562145	443569124	443576038
443520861	443527759	443534730	443541586	443548441	443555289	443562152	443569132	443576046
443520879	443527767	443534748	443541594	443548458	443555297	443562160	443569140	443576053
443520887	443527783	443534755	443541602	443548474	443555305	443562178	443569157	443576061
443520895	443527791	443534763	443541610	443548482	443555313	443562186	443569165	443576079
443520903	443527809	443534771	443541628	443548490	443555321	443562194	443569173	443576087
443520911	443527817	443534789	443541636	443548508	443555339	443562202	443569199	443576095
443520929	443527825	443534797	443541644	443548516	443555347	443562210	443569207	443576103
443520937	443527833	443534805	443541651	443548524	443555354	443562228	443569215	443576111
443520945	443527841	443534813	443541669	443548532	443555362	443562236	443569223	443576129
443520952	443527858	443534821	443541677	443548540	443555370	443562244	443569231	443576137
443520960	443527866	443534839	443541685	443548557	443555388	443562251	443569249	443576145
443520978	443527874	443534847	443541693	443548565	443555396	443562269	443569256	443576152

Total Initial Cut

Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
426116539	443457619	443465513	443472402	443479464	443486295	443493234	443500178	443507173	443514112
426118899	443457627	443465521	443472410	443479472	443486303	443493242	443500186	443507181	443514120
426120127	443457635	443465539	443472428	443479480	443486311	443493259	443500194	443507199	443514138
426120390	443457643	443465547	443472436	443479498	443486329	443493267	443500202	443507207	443514146
426120713	443457650	443465554	443472444	443479506	443486337	443493275	443500210	443507215	443514153
426121638	443457668	443465562	443472451	443479514	443486345	443493283	443500228	443507223	443514161
426121810	443457676	443465570	443472469	443479522	443486352	443493291	443500236	443507231	443514179
426124129	443457684	443465588	443472477	443479530	443486360	443493309	443500244	443507249	443514187
426126330	443457692	443465596	443472485	443479548	443486378	443493317	443500251	443507256	443514195
426127825	443457700	443465604	443472493	443479555	443486386	443493325	443500269	443507264	443514211
426128310	443457718	443465612	443472501	443479563	443486394	443493333	443500277	443507272	443514229
426129607	443457726	443465620	443472519	443479571	443486402	443493341	443500285	443507280	443514237
426130738	443457734	443465638	443472527	443479589	443486410	443493358	443500293	443507298	443514245
Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number	Loan Number
443520986	443527882	443534854	443541719	443548573	443555404	443562277	443569264	443576160
443520994	443527890	443534862	443541727	443548581	443555412	443562285	443569272	443576178
443521000	443527908	443534870	443541735	443548599	443555420	443562293	443569280	443576186
443521018	443527916	443534888	443541743	443548607	443555438	443562301	443569298	443576194
443521026	443527924	443534896	443541750	443548615	443555446	443562319	443569306	443576202
443521034	443527932	443534904	443541768	443548623	443555453	443562327	443569314	443576228
443521042	443527940	443534912	443541776	443548631	443555461	443562335	443569322	443576236
443521059	443527957	443534920	443541784	443548649	443555479	443562343	443569330	443576244
443521067	443527965	443534938	443541792	443548656	443555487	443562350	443569348	443576251
443521075	443527973	443534946	443541800	443548664	443555495	443562368	443569355	443576269
443521083	443527981	443534953	443541818	443548672	443555503	443562376	443569363	443576277
443521091	443527999	443534961	443541826	443548680	443555511	443562384	443569371	443576285
443521109	443528005	443534979	443541834	443548698	443555529	443562392	443569389	443576293

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

Sch. B-1

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.

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 29 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.

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

Sch. B-2

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.

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

Sch. B-3

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.

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

Sch. B-4

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. 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.

29. Certain Characteristics of Receivables.

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

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

Sch. B-5

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

(D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, 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

30. 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.

31. 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.

32. 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.

33. 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.

34. 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.

35. 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.

36. 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.

37. 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.,

and

RBS SECURITIES INC., as Representative

Dated as of August 12, 2010

$36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B

$69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B

$94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B

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 August 12, 2010, among ASSURED GUARANTY CORP. (“Assured Guaranty”), AFS SENSUB CORP., (the “Seller”) and RBS SECURITIES INC. (“RBS”), as the Representative (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 August 19, 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 August 12, 2010 relating to the Securities.

“Free Writing Prospectus” means the Free Writing Prospectus dated August 9, 2010 and delivered in connection with the Preliminary Prospectus Supplement.

“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 August 2, 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 August 9, 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.

“Representative” means RBS, as representative of the Underwriters.

“Securities” means the Trust’s $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% Asset Backed Notes issued pursuant to the Series 2010-B 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 August 2, 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 11:35 am (New York time) on August 12, 2010.

“Trust” means AmeriCredit Automobile Receivables Trust 2010-B.

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“Underwriter Information” has the meaning provided in Section 3(c) hereof.

“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 RBS, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and UBS Securities LLC.

“Underwriting Agreement” means the Underwriting Agreement, dated as of August 12, 2010 among the Seller, AmeriCredit Financial Services, Inc. and the Representative.

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).

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(f) Financial Information. The audited Assured Guaranty Corp. consolidated financial statements amended for the year ended December 31, 2009 and the unaudited Assured Guaranty Corp. consolidated financial statements amended for the three months ended March 31, 2010, 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 financial statements referred to above there has been no change in the financial condition of Assured Guaranty which would materially and adversely affect its ability to perform its obligations under the Notes Policy.

(g) Assured Guaranty Information. The information in the Prospectus Supplement and the Free Writing Prospectus 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 and the Free Writing Prospectus, each as of the Time of Sale, (ii) the Free Writing Prospectus together with the Final Prospectus Supplement, as of the date of the Final Prospectus Supplement and (iii) the Final Prospectus Supplement and the Free Writing Prospectus, each as of 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.

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(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.

(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

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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”.

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 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

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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.

(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

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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.

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.

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(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.

(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-2010-78
		Americredit Automobile Receivables
		Trust 2010-B

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”.

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If to the Seller:	AFS SenSub Corp.
	2265 B Renaissance Drive, Suite 17
	Las Vegas, Nevada, 89119
	Attn: Chief Financial Officer
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 Representative:	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/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive Vice President, Structured Finance
RBS SECURITIES INC.
By:	/s/ Erik Priede
	Name:	Erik Priede
	Title:	Managing Director

[INDEMNITY AGREEMENT SIG. PAGE]

EXHIBIT A

OPINION OF COUNSEL

A-1

August 19, 2010

To the Addressees listed on Annex A hereto

Re: Financial Guaranty Insurance Policy No. D-2010-78 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-B (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-2010-78, 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 August 2, 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 August 12, 2010, by and among Assured Guaranty, AFS SenSub Corp. 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. 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.

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

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and, in respect of the opinion set forth in paragraph (1) above, my reading of the Maryland Insurance Code.

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; provided, however, copies of this opinion letter may be posted by the Trust or AmeriCredit Financial Services, Inc. (“AFS”) to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Trust or AFS the certification required by subsection (e) of Rule 17g-5 under the Securities and Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided further, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accessing a copy of this opinion letter, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion letter to any other person.

Very truly yours,

Counsel

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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-B

    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

Deutsche Bank Securities Inc.

60 Wall Street, 3rd Floor

New York, New York 10005

J.P. Morgan Securities Inc.

383 Madison Avenue, 31st Floor

New York, New York 10017

UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

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

4

Standard & Poor’s Ratings Services

    a Standard & Poor’s Financial Services LLC business

55 Water Street

New York, New York 10041

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EX-10.3

Exhibit 10.3

INSURANCE AND INDEMNITY AGREEMENT

among

ASSURED GUARANTY CORP.,

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B,

AMERICREDIT FINANCIAL SERVICES, INC.,

AFS SENSUB CORP.

and

AMERICREDIT CORP.

Dated as of August 2, 2010

$36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B

$69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B

$94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B

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
Section 2.13	Assured Guaranty Regulation AB Representation and Warranty	31
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	36

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TABLE OF CONTENTS

(continued)

			Page
Section 4.3		Assignments; Reinsurance; Third-Party Rights	37
Section 4.4		Liability of Assured Guaranty	37
ARTICLE V		EVENTS OF DEFAULT; REMEDIES	38
Section 5.1		Events of Default	38
Section 5.2		Remedies; Waivers	42
ARTICLE VI		MISCELLANEOUS	43
Section 6.1		Amendments, Etc.	43
Section 6.2		Notices	44
Section 6.3		Payment Procedure	45
Section 6.4		Severability	45
Section 6.5		Governing Law	45
Section 6.6		Consent to Jurisdiction	46
Section 6.7		Consent of Assured Guaranty	46
Section 6.8		Counterparts	47
Section 6.9		Trial by Jury Waived	47
Section 6.10		Limited Liability	47
Section 6.11		Entire Agreement	48
Appendix I	Definitions
Annex I	Form of Note Policy
Appendix A	Conditions Precedent to Issuance of the Notes Policy

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INSURANCE AND INDEMNITY AGREEMENT

INSURANCE AND INDEMNITY AGREEMENT dated as of August 2, 2010 (this “Insurance Agreement”) among ASSURED GUARANTY CORP. (“Assured Guaranty”), a Maryland-domiciled insurance company, AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B (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:

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.

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(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

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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.

(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

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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);

(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.

(c) Due Authorization. The execution, delivery and performance of the Transaction Documents by each of AFS SenSub and the Company have been duly

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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

14

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) 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

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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.

(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

17

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.

(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).

(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

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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

21

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.

(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

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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.

(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

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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;

(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.

(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

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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

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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.

(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.

Section 2.13 Assured Guaranty Regulation AB Representation and Warranty. Assured Guaranty represents and warrants that the financial statements of Assured Guaranty attached to the Current Report on Form 8-K filed by AGL on August 6, 2010 and incorporated by reference into the Prospectus Supplement meet the requirements of Item 1114(b)(2)(ii) of Regulation AB.

Section 2.14 Assured Guaranty No Rating Agency Communication Representation and Warranty. Assured Guaranty represents and warrants that Assured Guaranty did not at any time before or on the Closing Date provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Insurance Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (a) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C) under the Exchange Act) or (b) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D) under the Exchange Act).

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

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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.

(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

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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

(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,

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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

(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

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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.

(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

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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.

(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,

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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.

(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

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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;

(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

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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;

(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-B 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,

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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”);

(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”);

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(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”);

(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;

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(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.

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.

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(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.

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 by AFS SenSub 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.

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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-2010-78 Americredit Automobile Receivables Trust 2010-B 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
(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

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(e)    To the Trust: AmeriCredit Automobile Receivables Trust 2010-B 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.

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.

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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.

(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

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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.

(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.

47

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.

48

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
	Name:	Jorge Gana
	Title:	Managing Director
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B
	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
AMERICREDIT FINANCIAL SERVICES, INC.
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	Vice-President, Structured Finance
AMERICREDIT CORP.
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	Vice-President, Structured Finance

[Insurance Agreement Signature Page]

AFS SENSUB CORP.
By:	/s/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive 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.

“Final Prospectus Supplement” means the final Prospectus Supplement dated August 12, 2010 relating to the Securities.

“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 August 12, 2010, by and among Assured Guaranty, AFS SenSub and the Representative, as the same may be amended from time to time.

“Indenture” means the Indenture dated as of August 2, 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.

I-2

“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.

“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 $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% 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 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.

“Preliminary Prospectus Supplement” means the preliminary Prospectus Supplement subject to completion dated August 9, 2010 relating to the Securities, together with the Free Writing Prospectus dated the same date and delivered in connection therewith.

I-4

“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.

“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.

“Prospectus Supplement” means, collectively, the Preliminary Prospectus Supplement and the Final Prospectus Supplement.

“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 August 2, 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.

“Representative” means RBS Securities Inc., as representative of the Underwriters.

“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.

I-5

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of August 2, 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.

“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 Services 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 August 2, 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.

I-6

“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 11:35 am (New York time) on August 12, 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.

“Trust” means AmeriCredit Automobile Receivables Trust 2010-B created by the Trust Agreement.

“Trust Agreement” means the Trust Agreement dated as of July 28, 2010, as amended and restated as of August 2, 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 RBS Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and UBS Securities LLC.

“Underwriting Agreement” means the Underwriting Agreement, dated as of August 12, 2010, by and among the Seller, AmeriCredit Financial Services, Inc. and the Representative on its own behalf and as representative of 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

Assured Guaranty Corp. 31 West 52nd Street New York, NY 10019 212-974-0100 www.assuredguaranty.com

Financial Guaranty Insurance Policy

Insured Obligations: AmeriCredit Automobile Receivables Trust 2010-B $36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B $69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B $94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B Policy No.: D-2010-78   Effective Date: August 19, 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:
	Name:	Jorge Gana
	Title:	Managing Director
	Signature attested to by:
	Counsel

ENDORSEMENT NO. 1 TO

FINANCIAL GUARANTY INSURANCE POLICY

(NOTES POLICY)

Attached to and forming a part of Financial Guaranty Insurance Policy No.: D-2010-78 Effective Date: August 19, 2010

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.

ARTICLE I 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 August 19, 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 August 2, 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.

“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 $36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B, the $69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B and the $94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B, 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.

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

“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-B, 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.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of August 2, 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

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Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

“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.

ARTICLE II 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.

ARTICLE III 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

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Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

ARTICLE IV 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.

ARTICLE V 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.

ARTICLE VI 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.

ARTICLE VII 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

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Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

ARTICLE VIII 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-2010-78

AmeriCredit Automobile Receivables Trust 2010-B

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.”)

ARTICLE IX 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.

ARTICLE X 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.

ARTICLE XI 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.

ARTICLE XII 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

6

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

ARTICLE XIII Termination. This Policy and the obligations of Assured Guaranty hereunder shall terminate upon the expiration of the Term of the Policy

ARTICLE XIV 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
	Authorized Officer
Signature attested to by:
By
	Counsel

7

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-B

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-2010-78 dated August 19, 2010, (the “Policy”) issued by Assured Guaranty in respect of the $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% 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.

(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

A-1

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].

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-2

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-3

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, the Representative and AFS SenSub certifying the name and signatures of the officers of the Owner Trustee, AmeriCredit, the Company, the Representative 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 covered by the Notes Policy constitutes at least the underlying ratings as set forth under the heading “Ratings” in the Free Writing Prospectus dated August 9, 2010 and that the Notes, when issued, will be rated as set forth in the table under the heading “Ratings” in the Free Writing Prospectus dated August 9, 2010.

(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

August 19, 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-B (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 $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% 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 August 2, 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 August 2, 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

August 2, 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: August 19, 2010

Payee	Amount		Type of Payment	Re:
Assured Guaranty	$	50,000.00	Wire transfer	Premium
Assured Guaranty	$	2,240.83	Wire transfer	Out-of-pocket Due Diligence Expenses
Assured Guaranty	$	4,000.00	Wire transfer	Accountant’s Fees
Assured Guaranty	$	46,046.36	Wire transfer	Legal Fees
Total:	$	102,287.19

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 August 19, 2010 through but excluding September 7, 2010 that is equal to $50,000.00. Such initial payment of Premium, together with the Out-of-pocket Due Diligence Expenses of Assured Guaranty, the Accountant’s Fees and the Legal Fees specified in the table above ($102,287.19 in the aggregate) shall be paid by the Company to Assured Guaranty on August 19, 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
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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-B

Policy Number: D-2010-78

PREMIUM LETTER
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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
Name:	Jorge Gana
Title:	Managing Director

Agreed to and accepted by:
AMERICREDIT CORP.
By:	/s/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	Vice-President, Structured Finance
AFS SENSUB CORP.
By:	/s/ Susan B. Sheffield
	Name:	Susan B. Sheffield
	Title:	Executive 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
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AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B
	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

PREMIUM LETTER
	5

EX-10.5

Exhibit 10.5

SPREAD ACCOUNT AGREEMENT, dated as of August 2, 2010 (the “Agreement”), by and among ASSURED GUARANTY CORP., a Maryland-domiciled insurance company (“Assured Guaranty”), AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B (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- B 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

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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%.

“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;

(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

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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

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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;

(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

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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.

“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, AmeriCredit Automobile Receivables Trust 2008-A-F and AmeriCredit Automobile Receivables Trust 2010-A, each of which has the benefit of a financial guarantee insurance policy issued by AGM or Assured Guaranty.

“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 August 2, 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 August 2, 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 Level” shall mean 22.00%; 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 Level 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 Level 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 Level
18th calendar month	21.50	%
24th calendar month	20.50	%
30th calendar month	19.50	%

“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 August 2, 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-B, the 9th Distribution Date.

“Sharing-Eligible LBAC Securitization” means (a) each of Long Beach Acceptance Auto Receivables Trust 2006-A, Long Beach Acceptance Auto Receivables

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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 Level, (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
February 2012	4.00	%	5.70	%	9.70	%
August 2012	4.00	%	7.50	%	12.75	%
February 2013	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

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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.

“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 August 12, 2010 among AmeriCredit Financial Services, Inc., AFS SenSub Corp. and RBS Securities Inc., as representative of the 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

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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.

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-B – 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 $4,705,979.84 (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

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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.

(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.

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

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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

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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

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

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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.

(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.

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

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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.

(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

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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.

(b) Each Secured Party hereby irrevocably and unconditionally constitutes and appoints the Controlling Party, and any successor to such Controlling Party

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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 from the Trust 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

36

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).

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-B

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration, as owner trustee

37

(ii) If to Assured Guaranty:

Assured Guaranty Corp.

31 West 52nd Street

New York, New York 10019

Attention: Structured Surveillance

Re:    Policy Number D-2010-78

         AmeriCredit Automobile Receivables Trust 2010-B

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

38

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-B
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
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 August 2, 2010 (the “Spread Account Agreement”), by and among AmeriCredit Automobile Receivables Trust 2010-B (“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-B 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-B Spread Account following all withdrawals required to be made from the Series 2010-B 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-B 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-B 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:

SPREAD ACCOUNT AGREEMENT,

dated as of August 2, 2010

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2010-B

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
Section 2.08	Securities Intermediary	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	23
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	29
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

i

TABLE OF CONTENTS

(continued)

		Page
Article V         COVENANTS OF THE TRUST		31
Section 5.01	Preservation of Collateral	31
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

ii

TABLE OF CONTENTS

(continued)

		Page
Section 8.14	Counterparts	41
Section 8.15	Headings	41
Section 8.16	No Recourse	41

Exhibits
Exhibit A	Letter of Instruction Regarding Spread Account Monies

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EX-10.6

Exhibit 10.6

Financial Guaranty Insurance Policy

Insured Obligations: AmeriCredit Automobile Receivables Trust 2010-B	Policy No.: D-2010-78
$36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B
$69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B	Effective Date: August 19, 2010
$94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B

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 H. Mellstrom
	Counsel

ENDORSEMENT NO. 1 TO

FINANCIAL GUARANTY INSURANCE POLICY

(NOTES POLICY)

Attached to and forming a part of	Effective Date: August 19, 2010
Financial Guaranty Insurance Policy No.: D-2010-78

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.

ARTICLE I 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 August 19, 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 August 2, 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.

“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 $36,800,000 Class A-1 0.37690% Asset Backed Notes, Series 2010-B, the $69,000,000 Class A-2 1.18% Asset Backed Notes, Series 2010-B and the $94,200,000 Class A-3 2.49% Asset Backed Notes, Series 2010-B, 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.

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

“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-B, 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.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of August 2, 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.

3

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

“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.

“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.

ARTICLE II 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.

ARTICLE III 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

4

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

ARTICLE IV 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.

ARTICLE V 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.

ARTICLE VI 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.

ARTICLE VII 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

5

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

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.

ARTICLE VIII 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-2010-78

             AmeriCredit Automobile Receivables Trust 2010-B

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.”)

ARTICLE IX 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.

ARTICLE X 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.

ARTICLE XI 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.

ARTICLE XII 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.

6

Policy No.: D-2010-78 Date of Issuance: August 19, 2010

ARTICLE XIII Termination. This Policy and the obligations of Assured Guaranty hereunder shall terminate upon the expiration of the Term of the Policy

ARTICLE XIV 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 H. Mellstrom
	Counsel

7

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-B

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-2010-78 dated August 19, 2010, (the “Policy”) issued by Assured Guaranty in respect of the $36,800,000 Class A-1 0.37690% Asset Backed Notes, $69,000,000 Class A-2 1.18% Asset Backed Notes and $94,200,000 Class A-3 2.49% 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.

(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

A-1

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].

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-2

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-3

EX-10.8

Exhibit 10.8

Execution Copy

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 August 2, 2010

THIS CUSTODIAN AGREEMENT, dated as of August 2, 2010, is made with respect to the issuance of Notes and a Certificate by AmeriCredit Automobile Receivables Trust 2010-B (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 August 2, 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 August 2, 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

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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.

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 parties hereto 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 the Custodian, who will send such 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

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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. Where this Custodian Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

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.

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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/ Sheli D. Fitzgerald
	Name:	Sheli D. Fitzgerald
	Title:	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-B, as Issuer
By: WILMINGTON TRUST COMPANY,   not in its individual capacity but solely   as Owner Trustee on behalf of the Trust
By:	/s/ J. Christopher Murphy
	Name:	J. Christopher Murphy
	Title:	Financial Services Officer

[Custodian Agreement]

EXHIBIT A

CUSTODIAN’S ACKNOWLEDGEMENT

AmeriCredit Financial Services, Inc. (the “Custodian”), acting as Custodian under a Custodian Agreement, dated as of August 2, 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 August 2, 2010 (the “Sale and Servicing Agreement”), among AmeriCredit Automobile Receivables Trust 2010-B, 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 19th day of August, 2010.

AMERICREDIT FINANCIAL SERVICES, INC., as Custodian
By:
	Name:
	Title:

SCHEDULE I

Custodian Exception List

1

SCHEDULE II

Lien Perfection Exception List

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EX-10.9

Exhibit 10.9

EXECUTION COPY

SERIES 2010-B LOCKBOX ACCOUNT AGREEMENT

August 2, 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-B (the “Trust”) and the Trustee entered into a Sale and Servicing Agreement dated as of August 2, 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 662633197 (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 80481301; 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

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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.

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

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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.

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

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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.

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-B
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.

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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-B Lockbox Account Agreement]

EX-10.10

Exhibit 10.10

EXECUTION COPY

SERIES 2010-B LOCKBOX PROCESSING AGREEMENT

August 2, 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-B (the “Trust”) and the Trustee entered into a Sale and Servicing Agreement dated as of August 2, 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 662633197 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 80481301; 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.

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

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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.

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

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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

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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.

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

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	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-B
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]

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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:	CEO 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-B Lockbox Processing Agreement]

EX-23.1

Exhibit 23.1

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-B, comprising part of 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 99.1 in Assured Guaranty Ltd.’s Current Report on Form 8-K dated August 6, 2010. We also consent to the reference to our firm under the caption “Experts” in such Prospectus Supplement.

August 6, 2010

EX-23.2

Exhibit 23.2

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-B, comprising part of 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 99.1 in Assured Guaranty Ltd.’s Current Report on Form 8-K dated August 6, 2010. We also consent to the reference to our firm under the caption “Experts” in such Prospectus Supplement.

August 12, 2010