8-K

UNITED STATES

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): September 5, 2007

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

Texas	1-10667	75-2291093
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

801 Cherry Street, Suite 3900, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

(Not Applicable)

(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

On September 5, 2007, AmeriCredit Corp. announced that AmeriCredit Financial Services, Inc. (“AmeriCredit”), a subsidiary of AmeriCredit Corp., entered into agreements with JPMorgan Chase Bank, N. A., as administrative agent, to establish a revolving warehouse credit facility under which AmeriCredit may finance up to $1.5 billion of automobile retail installment sales contract receivables that meet certain eligibility requirements. Under this facility, AmeriCredit sells eligible receivables consisting of prime credit or near-prime credit receivables to a special purpose subsidiary, which in turn pledges the receivables as collateral to secure borrowings under the facility. A copy of the press release announcing the entry into the material definitive agreement is included as Exhibit 99.5 to this Current Report on Form 8-K. Copies of the pertinent transaction documents are also being filed with this Current Report on Form 8-K.

This new credit facility adds $50 million of additional borrowing capacity and consolidates three separate credit facilities previously in place to finance prime and near prime receivables, AmeriCredit’s $400 million near prime warehouse credit facility, Bay View Acceptance Corporation’s $450 million warehouse credit facility and Long Beach Acceptance Corp.’s $600 million line of credit. The AmeriCredit near prime credit facility, Bay View credit facility and Long Beach line of credit were terminated on September 5, 2007, by agreement of the various parties to the transaction documents relating to those three facilities. Bay View and Long Beach are both wholly-owned subsidiaries of AmeriCredit. The three major lenders in the three previous facilities are also the major lenders under the new credit facility.

Affiliates of JPMorgan Chase Bank, N. A. have also performed investment banking and advisory services to AmeriCredit from time to time to which they have received customary fees and expenses.

Item 1.02 Termination of a Material Definitive Agreement

In connection with the entry into the material definitive agreement described above in Item 1.01, AmeriCredit’s $400 million near prime warehouse credit facility, Bay View’s $450 million warehouse credit facility and Long Beach’s $600 million line of credit have been terminated by agreement of the various parties to those facilities, effective September 5, 2007. These three facilities were terminated for the reasons described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Indenture, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, Wells Fargo Bank, National Association, and JP Morgan Chase Bank, N. A.
99.2	Sale and Servicing Agreement, Dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc. and Wells Fargo Bank, National Association
99.3	Class A Note Purchase Agreement, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class A Note Purchasers, JP Morgan Chase Bank, N. A., and the other agents parties to the agreement

99.4	Class B Note Purchase Agreement, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class B Note Purchasers, JP Morgan Chase Bank, N. A., and the other agents parties to the agreement
99.5	Press Release dated September 5, 2007, entitled “AmeriCredit Announces $1.5 Billion Prime/Near Prime Financing Facility”

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 Corp.
		(Registrant)
Date: September 7, 2007	By:	/s/ CHRIS A. CHOATE
		Chris A. Choate
		Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Indenture, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, Wells Fargo Bank, National Association, and JP Morgan Chase Bank, N. A.
99.2	Sale and Servicing Agreement, Dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc. and Wells Fargo Bank, National Association
99.3	Class A Note Purchase Agreement, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class A Note Purchasers, JP Morgan Chase Bank, N. A., and the other agents parties to the agreement
99.4	Class B Note Purchase Agreement, dated September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class B Note Purchasers, JP Morgan Chase Bank, N. A., and the other agents parties to the agreement
99.5	Press Release dated September 5, 2007, entitled “AmeriCredit Announces $1.5 Billion Prime/Near Prime Financing Facility”

EX-99.1

Exhibit 99.1

AMERICREDIT PNP WAREHOUSE TRUST

Class A Floating Rate Asset Backed Notes

Class B Floating Rate Asset Backed Notes

Class C Floating Rate Asset Backed Notes

INDENTURE

Dated as of September 5, 2007

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee and Trust Collateral Agent

JPMORGAN CHASE BANK, N.A.

Administrative Agent

TABLE OF CONTENTS

				Page
ARTICLE I		Definitions and Incorporation by Reference		2
	Section 1.1.		Definitions	2
	Section 1.2.		Rules of Construction	2
ARTICLE II		The Notes		2
	Section 2.1.		Form	2
	Section 2.2.		Execution, Authentication and Delivery	3
	Section 2.3.		Temporary Notes	3
	Section 2.4.		Registration; Registration of Transfer and Exchange	4
	Section 2.5.		Mutilated, Destroyed, Lost or Stolen Notes	5
	Section 2.6.		Persons Deemed Owner	6
	Section 2.7.		Payment of Principal and Interest	6
	Section 2.8.		Cancellation	7
	Section 2.9.		Release of Collateral	7
	Section 2.10.		Book-Entry Notes	9
	Section 2.11.		Notices to Clearing Agency	10
	Section 2.12.		Definitive Notes	10
	Section 2.13.		Subordination	11
ARTICLE III		Covenants		12
	Section 3.1.		Payment of Principal and Interest	12
	Section 3.2.		Maintenance of Office or Agency	12
	Section 3.3.		Money for Payments to be Held in Trust	13
	Section 3.4.		Existence	14
	Section 3.5.		Protection of Trust Estate	14
	Section 3.6.		Opinions as to Trust Estate	15
	Section 3.7.		Performance of Obligations; Servicing of Receivables	15
	Section 3.8.		Negative Covenants	16
	Section 3.9.		Annual Statement as to Compliance	17
	Section 3.10.		Issuer May Consolidate, Etc. Only on Certain Terms	17
	Section 3.11.		Successor or Transferee	17
	Section 3.12.		No Other Business	18
	Section 3.13.		No Borrowing	18
	Section 3.14.		Servicer’s Obligations	18
	Section 3.15.		Guarantees, Loans, Advances and Other Liabilities	18
	Section 3.16.		Capital Expenditures	18
	Section 3.17.		Compliance with Laws	18
	Section 3.18.		Restricted Payments	18
	Section 3.19.		Notice of Events of Default	19
	Section 3.20.		Further Instruments and Acts	19

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				Page
	Section 3.21.		Amendments of Sale and Servicing Agreement and Trust Agreement	19
	Section 3.22.		Income Tax Characterization	19
	Section 3.23.		Interest Rate Hedges	19
	Section 3.24.		Tangible Net Worth	20
	Section 3.25.		Change in Name or Jurisdiction of Organization	20
	Section 3.26.		Limitation on Transactions with Affiliates	20
	Section 3.27.		Limitation on Investments	20
	Section 3.28.		Opinion Assumptions	20
ARTICLE IV		Satisfaction and Discharge		20
	Section 4.1.		Satisfaction and Discharge of Indenture	20
	Section 4.2.		Application of Trust Money	21
	Section 4.3.		Repayment of Moneys Held by Note Paying Agent	21
ARTICLE V		Remedies		22
	Section 5.1.		Events of Default	22
	Section 5.2.		Rights Upon Event of Default	25
	Section 5.3.		Collection of Indebtedness and Suits for Enforcement by Trustee	26
	Section 5.4.		Remedies	28
	Section 5.5.		Optional Preservation of the Receivables	29
	Section 5.6.		Priorities	29
	Section 5.7.		Unconditional Rights of Noteholders To Receive Principal and Interest	29
	Section 5.8.		Restoration of Rights and Remedies	30
	Section 5.9.		Rights and Remedies Cumulative	30
	Section 5.10.		Delay or Omission Not a Waiver	30
	Section 5.11.		Control by Noteholders	30
	Section 5.12.		Waiver of Past Defaults	31
	Section 5.13.		Waiver of Stay or Extension Laws	31
	Section 5.14.		Action on Notes	31
	Section 5.15.		Performance and Enforcement of Certain Obligations	31
ARTICLE VI		The Trustee and the Trust Collateral Agent		32
	Section 6.1.		Duties of Trustee	32
	Section 6.2.		Rights of Trustee	34
	Section 6.3.		Individual Rights of Trustee	35
	Section 6.4.		Trustee’s Disclaimer	35
	Section 6.5.		Conflicting Instructions	35
	Section 6.6.		Reports by Trustee to Holders	35
	Section 6.7.		Compensation and Indemnity	35
	Section 6.8.		Replacement of Trustee	36
	Section 6.9.		Successor Trustee by Merger	37
	Section 6.10.		Appointment of Co-Trustee or Separate Trustee	38
	Section 6.11.		Eligibility; Disqualification	39

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				Page
	Section 6.12.		Appointment and Powers	39
	Section 6.13.		Performance of Duties	39
	Section 6.14.		Limitation on Liability	40
	Section 6.15.		Reliance Upon Documents	40
	Section 6.16.		Successor Trust Collateral Agent	41
	Section 6.17.		Compensation	42
	Section 6.18.		Representations and Warranties of the Trust Collateral Agent and the Issuer	42
	Section 6.19.		Waiver of Setoffs	43
	Section 6.20.		Control by the Trustee	43
ARTICLE VII		Noteholders’ Lists and Reports		43
	Section 7.1.		Issuer To Furnish To Trustee Names and Addresses of Noteholders	43
	Section 7.2.		Preservation of Information	43
ARTICLE VIII		Accounts, Disbursements and Releases		43
	Section 8.1.		Collection of Money	43
	Section 8.2.		Release of Trust Estate	44
	Section 8.3.		Opinion of Counsel	44
ARTICLE IX		Supplemental Indentures		44
	Section 9.1.		Supplemental Indentures Without Consent of Noteholders	44
	Section 9.2.		Supplemental Indentures with Consent of Noteholders	45
	Section 9.3.		Execution of Supplemental Indentures	46
	Section 9.4.		Effect of Supplemental Indenture	46
	Section 9.5.		Reference in Notes to Supplemental Indentures	46
ARTICLE X		Redemption of Notes		47
	Section 10.1.		Redemption	47
	Section 10.2.		Form of Redemption Notice	47
	Section 10.3.		Notes Payable on Redemption Date	48
	Section 10.4.		Limited Amortization	48
ARTICLE XI		The Administrative Agent		48
	Section 11.1.		Appointment	48
	Section 11.2.		Delegation of Duties	49
	Section 11.3.		Exculpatory Provisions	49
	Section 11.4.		Reliance by Administrative Agent	49
	Section 11.5.		Notices	49
	Section 11.6.		Non-Reliance on Administrative Agent and Other Noteholders	50
	Section 11.7.		Indemnification	50
	Section 11.8.		Administrative Agent in its Individual Capacity	51
	Section 11.9.		Successor Administrative Agent	51

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				Page
ARTICLE XII		Miscellaneous		51
	Section 12.1.		Compliance Certificates and Opinions, etc.	51
	Section 12.2.		Form of Documents Delivered to Trustee	52
	Section 12.3.		Acts of Noteholders	53
	Section 12.4.		Notices, etc., to Trustee and Issuer	54
	Section 12.5.		Notices to Noteholders; Waiver	54
	Section 12.6.		Borrowings	55
	Section 12.7.		Additional Commitments; Reallocation of Certain Commitments	55
	Section 12.8.		Effect of Headings and Table of Contents	56
	Section 12.9.		Successors and Assigns	56
	Section 12.10.		Separability	56
	Section 12.11.		Legal Holidays	56
	Section 12.12.		GOVERNING LAW	56
	Section 12.13.		Counterparts	56
	Section 12.14.		Recording of Indenture	56
	Section 12.15.		Trust Obligation	57
	Section 12.16.		No Petition	57
	Section 12.17.		Inspection	57
Exhibits
	EXHIBIT A-1		FORM OF CLASS A NOTE
	EXHIBIT A-2		FORM OF CLASS B NOTE
	EXHIBIT A-3		FORM OF CLASS C NOTE
	EXHIBIT B		FORM OF INTEREST RATE CAP
	EXHIBIT C		FORM OF TRANSFER REQUEST
	EXHIBIT D		FORM OF BORROWING NOTICE
SCHEDULES
	SCHEDULE 1		APPROVED TRUSTEES
ANNEX
	ANNEX A		DEFINED TERMS
	ANNEX B		ISSUER REPRESENTATIONS

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This INDENTURE dated as of September 5, 2007, by and among AMERICREDIT PNP WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and Trust Collateral Agent (as defined below), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, each party hereto agrees as follows for the benefit of the other parties and for the benefit of the Holders of the Issuer’s Class A Floating Rate Asset Backed Notes (the “Class A Notes”), the Class B Floating Rate Asset Backed Notes (the “Class B Notes”) and the Class C Floating Rate Asset Backed Notes (the “Class C Notes”; and together with the Class A Notes and the Class B 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.

GRANTING CLAUSE

The Issuer hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit of the Noteholders, all of the Issuer’s right, title and interest in and to (a) the Receivables; (b) an assignment of 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; (f) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, 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 Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered in connection therewith, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered in connection therewith; (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 and each Supplement entered in connection therewith (including all rights of AFC under the Master Sale and Contribution Agreement and each Sale and Contribution Agreement Supplement entered into in connection therewith assigned to the Issuer pursuant to the Sale and Servicing Agreement); (j) the Issuer’s rights and benefits, but none of its obligations or burdens, under any Interest Rate Hedge; (k) all other personal property of the Issuer and (l) 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 foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit of the Trustee on behalf of the Noteholders. 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.

ARTICLE I

Definitions and Incorporation by Reference

Section 1.1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in Annex A hereto or the Trust Agreement.

Section 1.2. 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 Notes, the Class B Notes and the Class C 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

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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.

The Class A Notes, the Class B Notes and the Class C Notes are revolving notes. Additional borrowings may be made under the Notes pursuant to Section 12.6 and the principal of the Notes may be repaid and reborrowed without penalty pursuant to the terms hereof.

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.

The Trustee shall, upon receipt of Issuer Order, authenticate and deliver the Class A Notes, Class B Notes and Class C Notes, each for original issue in an aggregate principal amount set forth in such Issuer Order. The Class A Notes, Class B Notes and Class C Notes outstanding at any time may not exceed such amounts except as provided in Section 12.7.

The Notes shall be issuable as registered Notes in the minimum denomination of $1,000,000 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 $1,000,000).

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.

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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 Administrative Agent 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.

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

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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, and (ii) accompanied by such other documents as the Trustee may require.

Notwithstanding the foregoing, in the case of any sale or other transfer of a Definitive Note, the transferor of such Definitive Note shall be required to represent and warrant in writing that the prospective transferee is not (i) an employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1) of the Code), which is subject to Section 4975 of the Code, (iii) a governmental or non-U.S. plan that is substantially similar to the fiduciary obligation or prohibited transaction provisions of ERISA or Section 4975 of the Code, or (iv) an entity whose underlying assets are deemed to be assets of a plan described in (i), (ii) or (iii) above by reason of such plan’s investment in the entity. Each transferee of a Book-Entry Note shall be deemed to make the foregoing representation and warranty.

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.

No Note shall be sold or transferred if, at the time of such sale or transfer, such sale or transfer would result in the beneficial ownership of the Notes exceeding 99 persons (within the meaning of the Investment Company Act of 1940, as amended). The Trustee shall not be deemed responsible for monitoring this requirement or enforcing compliance therewith.

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 such security or indemnity as may be required by it to hold the Issuer and the Trustee 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

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presents for payment such original Note, the Issuer and the Trustee 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.

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, 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 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.

(a) The Notes shall accrue interest as provided in the forms of the Class A Note, the Class B Note and the Class C 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 (or Interim Distribution Date with respect to the amount of principal being repaid on such date). 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 Interim Distribution Date) shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date. 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 on each Distribution Date or Interim Distribution Date as provided in the Sale and Servicing Agreement and in the forms of the Class A Note, the Class B Note and the Class C Note set forth in Exhibits A-1, A-2 and A-3, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes

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shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if (except in the case of an Event of Default under Section 5.1(iii) or 5.1(iv)) the Trustee or the Class A Required Noteholders, Class B Required Noteholders or the Class C Required Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal, interest and other payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date or Interim Distribution Date, as the case may be, 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 or Interim Distribution Date, as the case may be, 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) Interest and other amounts due and payable on the Class A Notes, the Class B Notes and the Class C Notes shall be payable on each Distribution Date or Interim Distribution Date. Payment of principal and interest on the Class C Notes is subordinated to payment on each Distribution Date and Interim Distribution Date of the principal, interest and other amounts due and payable on the Class A Notes and the Class B Notes. Payment of principal and interest on the Class B Notes is subordinated to payment on each Distribution Date and Interim Distribution Date of the principal, interest and other amounts due and payable on the Class A Notes.

Section 2.8. Cancellation. 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. The Issuer may at any time deliver to the Trustee for cancellation 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. 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.

(a) Termination Date. The Trust Collateral Agent shall, on or after the Termination 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. The Trust Collateral Agent shall release property from the lien created by this Indenture pursuant to this Section 2.9 only upon receipt of an Issuer Request accompanied by an Officer’s Certificate meeting the applicable requirements of Section 12.1.

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(b) Take-Out Securitization; Other Repurchases. For purposes of selling and transferring Receivables to AmeriCredit, either Seller or third parties in connection with any Take-Out Securitization, or for any other reason, the Issuer may obtain releases of the Trust Collateral Agent’s (for the benefit of the Noteholders) security interest in all or any part of the Collateral from time to time, provided that (i) the ratio of the Aggregate Note Principal Balance to the Aggregate Principal Balance immediately prior to any requested release is preserved after giving effect to such release and any corresponding reduction in the Aggregate Note Principal Balance, (ii) unless the Class A Principal Balance, the Class B Principal Balance, and, if applicable, the Class C Principal Balance have been reduced to zero and interest thereon and other amounts due hereunder with respect thereto have been paid in full, there is no Event of Default or Default, (iii) in selecting Receivables for release in connection with any Take-Out Securitization, the Issuer shall select Receivables in accordance with the eligibility criteria established for such Take-Out Securitization and additionally in accordance with the earliest origination date of all Receivables and (iv) in selecting Receivables for release, the Issuer shall not use any adverse selection procedures with respect to the Receivables released. The Receivables released pursuant to the preceding sentence shall be purchased by AmeriCredit, the related Seller or the related third parties for the amount that is necessary to maintain the ratio of the Aggregate Note Principal Balance to the Aggregate Principal Balance that existed immediately prior to the release, after giving effect to such release and any corresponding reduction in the Aggregate Note Principal Balance. In addition, the Trust Collateral Agent shall release its lien on the related Receivable in connection with the purchase of such Receivable by the Servicer or by either Seller which is required or permitted under the Sale and Servicing Agreement for the amount as may be provided in the Sale and Servicing Agreement with respect thereto. Each request (a “Transfer Request”) for a partial release of Collateral, except in connection with the repurchase by the Servicer or by either Seller under the Sale and Servicing Agreement, shall be in substantially the form of Exhibit C hereto, addressed to the Administrative Agent, the Agents and the Trust Collateral Agent, demonstrating compliance with the third immediately preceding sentence and acknowledging that the receipt of proceeds from such sale or transfer shall be deposited into the Collection Account. Each Transfer Request shall be given by the Issuer to the Trustee and the Administrative Agent before 1:00 p.m. (New York City time) at least two Business Days prior to the requested date of release, and the Administrative Agent shall give notice of any such Transfer Request to the related Agents before 4:00 p.m. (New York City time) on the day it receives such request from the Issuer.

(c) Transfers. With respect to each Transfer Request that is received by the Agent by 12:00 noon, New York City time, on a Business Day, the Trust Collateral Agent shall use reasonable efforts to review such Transfer Requests and to instruct the Custodian (if AmeriCredit is not the Custodian) to prepare the files, identified in each Transfer Request, for delivery or shipment by 12:00 noon, New York City time on the second succeeding Business Day.

(d) Continuation of Lien. Unless released in writing by the Trust Collateral Agent, as herein provided, the security interest in favor of the Trust Collateral Agent, for the benefit of the Noteholders, in any item of Collateral shall continue in effect until such time as the Trust Collateral Agent (on behalf of the Noteholders) shall have received payment in full of the proceeds from the sale or transfer of such Collateral to third parties in accordance with this Section 2.9.

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(e) Application of Proceeds; No Duty. Neither of the Trust Collateral Agent nor any Noteholder shall be under any duty at any time to credit Issuer for any amount due from any third party in respect of any purchase of any Collateral contemplated above, until the Trust Collateral Agent has actually received such amount in immediately available funds for deposit to the Collection Account. Neither the Trust Collateral Agent nor any Noteholder shall be under any duty at any time to collect any amounts or otherwise enforce any obligations due from any third party in respect of any such purchase of Receivables covered by the release of such portion of Collateral or in respect of a securitization thereof with a third party.

(f) Representation in Connection with Releases, Sales and Transfers. The Issuer represents and warrants that each request for any release or transfer in connection with Take-Out Securitizations pursuant to Section 2.9(b) shall automatically constitute a representation and warranty to the Noteholders, the Trust Collateral Agent and the Trustee to the effect that immediately before and after giving effect to such release or Transfer Request, there is no Event of Default or Default (including, without limitation any Borrowing Base Default).

(g) Release of Security Interest. Upon receipt of a Transfer Request or, in connection with the purchase of a Receivable by the Servicer or by a Seller under the Sale and Servicing Agreement, upon the Servicer’s written request, and, in each case upon receipt in the Collection Account of proceeds from the related sale or transfer, the Trust Collateral Agent shall promptly release, at the Issuer’s expense, such part of Collateral covered in connection with the Transfer Request or such Servicer’s request and shall deliver, at the Issuer’s expense, the documents and certificates on the released portion of Collateral to the trustee or such similar entity in connection with any release pursuant to Section 2.9(b) or, in connection with the purchase of a Receivable by the Servicer or by a Seller under the Sale and Servicing Agreement; provided that the trustee or such similar entity in connection with any release pursuant to Section 2.9(b) or the Servicer, as the case may be, acknowledges and agrees (i) that all proceeds thereof that it receives are held in trust for the Noteholders and are to be paid to the Trust Collateral Agent and (ii) on the date such trustee receives such proceeds, such trustee shall transfer such funds pursuant to instructions from the Trust Collateral Agent. The Trust Collateral Agent shall deposit any such proceeds it receives in the Collection Account.

Section 2.10. Book-Entry Notes. If specified in an Issuer Order, the Class C Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner with respect to any such Notes 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 such 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 such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes, and shall have no obligation to such Note Owners;

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(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 such 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 such 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 such Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Notes and has delivered such instructions to the Trustee; and

(vi) Such 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 with respect to Book Entry Notes, 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 such Note Owners.

Section 2.12. Definitive Notes. The Class A Notes and the Class B Notes will initially be issued as Definitive Notes. Additionally, with respect to any Notes that have been issued as Book-Entry 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 Notes issued as Book Entry Notes, and the Servicer is unable to locate a qualified successor, (ii) the Servicer at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of any class of Notes issued as Book Entry 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 such Note Owners, then the Clearing Agency shall notify all such Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners requesting the same. Upon surrender to the

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Trustee of the typewritten Note or Notes representing such Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate such 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 such Definitive Notes, the Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

Section 2.13. Subordination.

(a) Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders of the Class C Notes agree for the benefit of the Holders of the Class A Notes and the Class B Notes that the Class C Notes and the Issuer’s rights in and to the Collateral (the “Subordinate Class C Interests”) shall be subordinate and junior to the Class A Notes and the Class B Notes to the extent and in the manner set forth in this Indenture including, without limitation, as set forth in Section 2.7(c) (and Section 5.5 of the Sale and Servicing Agreement) and hereinafter provided. If any Event of Default has not been cured or waived and acceleration occurs in accordance with Article V, including, without limitation, as a result of an Event of Default specified in Section 5.1(a)(iii) or (iv), the principal amount of the Class A Notes and the Class B Notes shall be paid in full in cash before any further payment or distribution is made on account of the principal amount of the Subordinate Class C Interest. The Holders of the Class C Notes agree, for the benefit of the Holders of the Class A Notes and the Class B Notes, not to cause the filing of a petition in bankruptcy against the Issuer for failure to pay to them amounts due under the Class C Notes or hereunder in respect of any such Class C Notes until the payment in full of the Class A Notes and the Class B Notes and not before at least one year and one day has elapsed since such payment or, if longer, the applicable preference period then in effect.

(b) Anything in this Indenture or the Notes to the contrary notwithstanding, the Issuer and the Holders of the Class B Notes agree for the benefit of the Holders of the Class A Notes that the Class B Notes and the Issuer’s rights in and to the Collateral (the “Subordinate Class B Interests”; together with the Subordinate Class C Interests, the “Subordinate Interests”) shall be subordinate and junior to the Class A Notes to the extent and in the manner set forth in this Indenture including, without limitation, as set forth in Section 2.7(c) (and Section 5.5 of the Sale and Servicing Agreement) and hereinafter provided. If any Event of Default has not been cured or waived and acceleration occurs in accordance with Article V, including, without limitation, as a result of an Event of Default specified in Section 5.1(a)(iii) or (iv), the principal amount of the Class A Notes shall be paid in full in cash before any further payment or distribution is made on account of the principal amount of the Subordinate Class B Interest. The Holders of the Class B Notes agree, for the benefit of the Holders of the Class A Notes, not to cause the filing of a petition in bankruptcy against the Issuer for failure to pay to them amounts due under the Class B Notes or hereunder in respect of any such Class B Notes until the payment in full of the Class A Notes and not before at least one year and one day has elapsed since such payment or, if longer, the applicable preference period then in effect.

(c) In the event that notwithstanding the provisions of this Indenture, any holder of any Subordinate Interest shall have received any payment or distribution in respect of

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such Subordinate Interests contrary to the provisions of this Indenture, then, unless and until the relevant Class or Classes of Notes to which the related Subordinate Interest is subordinated shall have been paid in full in cash in accordance with this Indenture, such payment or distribution shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Trustee, which shall pay and deliver the same to the Holders of the relevant Class or Classes of Notes to which the related Subordinate Interest is subordinated in accordance with this Indenture; provided, however, that, if any such payment or distribution is made other than in cash, it shall be held by the Trustee as part of the Collateral and subject in all respects to the provisions of this Indenture, including, without limitation, this Section 2.13.

(d) Each Registered Owner of Subordinate Interests agrees with all Holders of the relevant Class or Classes of Notes to which the related Subordinate Interest is subordinated that such Holder of Subordinate Interests shall not demand, accept, or receive any payment or distribution in respect of such Subordinate Interests in violation of the provisions of this Indenture including, without limitation, this Section 2.13; provided, however, that after the relevant Class or Classes of Notes to which the related Subordinate Interest is subordinated have been paid in full, the Holders of Subordinate Interests shall be fully subrogated to the rights of the Holders of the relevant Class or Classes of Notes to which the related Subordinate Interest is subordinated. Nothing in this Section 2.13 shall affect the obligation of the Issuer to pay Holders of Subordinate Interests.

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 Collection Account on a Distribution Date deposited therein pursuant to the Sale and Servicing Agreement or pursuant hereto (i) for the benefit of the Class A Notes, to Class A Noteholders, (ii) for the benefit of the Class B Notes, to Class B Noteholders, and (iii) for the benefit of the Class C Notes, to the Class C 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 Administrative Agent 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.

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Section 3.3. Money for Payments to be Held in Trust. On or before each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in 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 shall promptly notify the Trustee of its action or failure so to act.

The Issuer will cause each Note Paying Agent other than the Trustee to execute and deliver to the Trustee, the Agents and the Administrative Agent 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 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 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

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Agent with respect to such trust money shall thereupon cease; provided, however, 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 Noteholders 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 Noteholders, 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 Noteholders 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

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

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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 and the Administrative Agent 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 Noteholders, 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, Trust Collateral Agent and the Administrative Agent 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 Class A Majority, the Class B Majority and the Class C Majority, acting together, to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee and the Administrative Agent in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

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

(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 and the Administrative Agent thereof in accordance with Section 12.4, 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 or either Seller of their respective duties under the Basic Documents without the prior consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together.

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 Trustee;

(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 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

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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 Trustee.

Section 3.9. Annual Statement as to Compliance. The Issuer will deliver to the Trustee, the Agents and the Administrative Agent, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 2007), 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 without the consent of the Administrative Agent (acting upon the unanimous direction of the Agents), such consent not to be unreasonably withheld.

(b) Except in accordance with Section 2.9, 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 without the consent of the Administrative Agent (acting upon the unanimous direction of the Agents), such consent not to be unreasonably withheld.

(c) The Issuer shall deliver written notice to the Administrative Agent and the Agents of any transfer of the ownership of, or financing of, its trust certificates.

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 PNP Warehouse Trust 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 from the Issuer to the Trustee stating that AmeriCredit PNP Warehouse Trust is to be so released.

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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.

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, and (ii) 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 Net Spread Reserve 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 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 Certificateholders as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or Trust Agreement so long as, at the time of such declaration or payment (and after giving effect thereto), no Event of Default or Default shall occur or be continuing and no amount payable by the Issuer under any Basic Document is then due and owing but unpaid. 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.

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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 Administrative Agent and the Agents prompt written notice of each Event of Default or Default hereunder and each default on the part of the Servicer or a Seller of its obligations under the Sale and Servicing Agreement.

Section 3.20. Further Instruments and Acts. Upon request of the Trustee, any Agent or any Administrative Agent, 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 11.1 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 as indebtedness and hereby instructs the Trustee, and each Noteholder (or beneficial Note Owner) shall be deemed, by virtue of acquisition of its interest in such Note, to have agreed, to treat the Notes as indebtedness for all applicable tax reporting purposes.

Section 3.23. Interest Rate Hedges. The Issuer shall maintain, at all times on and after the date of the initial Borrowing hereunder, Interest Rate Hedges (a) between the Issuer and any bank or other financial institution whose long-term rating is at least “A+” from Standard & Poor’s and “A1” from Moody’s and whose short-term unsecured debt obligation rating is at least “A-1”/”Prime-1” by Standard & Poor’s and Moody’s, respectively, (b) with an aggregate notional principal amount not less than (and, in the case of a hedge which is not an interest rate cap, not greater than) the Aggregate Note Principal Balance at the time any such Interest Rate Hedge is entered into, which aggregate notional principal amount may be stepped down on a schedule resulting from the usage of an ABS not greater than 0.5 with respect to the Receivables, provided that such ABS may not exceed 0.0 on any date after the termination of the Commitments as of which the Aggregate Principal Balance shall be less than or equal to 10% of the highest Aggregate Principal Balance since the Closing Date, (c) with a final maturity date which is the date of the last required Scheduled Receivable Payment or such earlier date (resulting from the usage of an ABS not greater than 0.5 with respect to the Receivables, provided that such ABS may not exceed 0.0 on any date after the termination of the Commitments as of which the Aggregate Principal Balance shall be less than or equal to 10% of the highest Aggregate Principal Balance since the Closing Date) approved by the Class A Majority, the Class B Majority and the Class C Majority, acting together, (d) which is either (I) substantially in the form of Exhibit B or (II) otherwise in form and substance reasonably acceptable to the Class A Majority, the Class B Majority and the Class C Majority, acting together, and (e) a copy of which has been delivered to the Administrative Agent, the Agents and the Trust Collateral Agent. Any Interest Rate Hedges other than interest rate caps or an Approved Balance Guaranteed Swap shall require the approval of the Administrative Agent, the Class A Majority, the Class B Majority and the Class C Majority.

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Section 3.24. Tangible Net Worth. The Issuer shall maintain at all times a positive Tangible Net Worth.

Section 3.25. Change in Name or Jurisdiction of Organization. The Issuer shall not make any change to its name or use any trade names, fictitious names, assumed names or “doing business as” names or change the jurisdiction under the laws of which it is organized.

Section 3.26. Limitation on Transactions with Affiliates. The Issuer shall not enter into, or be a party to any transaction with any Affiliate of the Issuer, except for (a) the transactions contemplated by the Basic Documents and (b) to the extent not otherwise prohibited under this Agreement, other transactions in the nature of employment contracts and directors’ fees, upon fair and reasonable terms materially no less favorable to the Issuer than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate.

Section 3.27. Limitation on Investments. The Issuer shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except as otherwise permitted herein and pursuant to the Sale and Servicing Agreement.

Section 3.28. Opinion Assumptions. To the extent that an officer of the majority Certificateholder has provided a certification to Dewey Ballantine LLP in connection with that law firm’s rendering of a legal opinion with respect to certain “true sale” and “non-consolidation” matters on the Closing Date, the Issuer shall conduct its business and perform its obligations under the Basic Documents in accordance with the certifications made by such officer therein.

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

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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; or

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

(i) have become due and payable, or

(ii) 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) or (ii) 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 Distribution Date therefor or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)), as the case may be;

(B) the Issuer has paid or caused to be paid all Issuer Secured Obligations; and

(C) the Issuer has delivered to the Trustee, the Agents, the Trust Collateral Agent and the Administrative Agent an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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 (other than a Note held by AmeriCredit or an Affiliate thereof) or any other amount (except principal) due with respect to any such Note when the same becomes due and payable, and such default shall continue for a period of two days; 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, and such default shall continue for a period of one day; or

(iii) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of AmeriCredit, the Issuer, AFC, either Seller, the Servicer or any 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 AmeriCredit, the Issuer, AFC, either Seller, the Servicer or for any part of the Trust Estate, or ordering the winding-up or liquidation of the affairs AmeriCredit, AFC, either Seller, the Servicer or the Issuer, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(iv) the commencement by AmeriCredit, AFC, either Seller, the Servicer or 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 AmeriCredit, AFC, either Seller, the Servicer or the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by AmeriCredit, AFC, either Seller, the Servicer or the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of AmeriCredit, AFC, the Issuer, either Seller, the Servicer or for any part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by AmeriCredit, AFC, either Seller, the Servicer or the Issuer generally to pay its debts as such debts become due, or the taking of action by AmeriCredit, AFC, either Seller, the Servicer or the Issuer in furtherance of any of the foregoing; or

(v) the three-month average Net Spread for the Prime Receivables is less than 1.50%; or

(vi) the three-month average Net Spread for the Near-Prime Receivables is less than 4.00%; or

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(vii) the three-month average Net Spread for the Subprime Receivables is less than 6.75%; or

(viii) the three-month average Prime Receivables Delinquency Ratio exceeds 1.25%; or

(ix) the three-month average Near-Prime Receivables Delinquency Ratio exceeds 2.00%; or

(x) the Prime Receivables Loss Ratio exceeds 1.75%; or

(xi) the Near-Prime Receivables Loss Ratio exceeds 3.75%; or

(xii) default in the observance or performance of any covenant or agreement of the Issuer, either Seller, the Servicer, AmeriCredit (in any capacity) or AFC (in any capacity) made in this Indenture or any Basic Document (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, either Seller, the Servicer, AmeriCredit (in any capacity) or AFC (in any capacity) made in this Indenture, in any Basic Document or in any certificate or any other writing delivered pursuant hereto or thereto or in connection herewith or therewith (including any Servicer’s Certificate or any Borrowing Notice) proving to have been incorrect in any material respect as of the time when the same shall have been made or deemed to 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, except in the case of the covenants and agreements contained in Section 3.24 of this Indenture (as to which a five Business Day grace period shall apply) and Section 7.3 of the Sale and Servicing Agreement (as to each of which no grace period shall apply), 30 days after there shall have been given, by registered or certified mail, to the Issuer, the Sellers, the Servicer, AmeriCredit and AFC by the Trustee or to the Issuer, the Servicer, the Sellers, AmeriCredit, AFC and the Trustee by the Holders of at least 25% of the Outstanding Amount of any Class of 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 Event of Default” hereunder; provided that no breach shall be deemed to occur hereunder in respect of any representation or warranty relating to eligibility of any Receivable on the Closing Date or its related Borrowing Date to the extent the related Seller has repurchased such Receivable in accordance with the provisions of the Sale and Servicing Agreement; or

(xiii) A Borrowing Base Default shall exist on any day and such condition continues unremedied for two Business Days; or

(xiv) The Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Internal Revenue Code with regard to any assets of the Issuer or any material portion of the assets of AmeriCredit Corp., AFC or AmeriCredit and such Lien shall not have been released within 30 days, or the Pension Benefit Guaranty Corporation

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shall file notice of a Lien pursuant to Section 4068 of ERISA with regard to any of the assets of AmeriCredit Corp., the Issuer, AmeriCredit or AFC and such Lien shall not have been released within 30 days; or

(xv) (a) Any Basic Document or any Lien granted thereunder by the Issuer, either Seller or AmeriCredit, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Issuer, such Seller or AmeriCredit; or (b) the Issuer, either Seller or AmeriCredit or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability; or (c) any Lien securing any Issuer Secured Obligation shall, in whole or in part, not be or cease to be a perfected first priority security interest against the Issuer; or

(xvi) A Servicer Termination Event shall have occurred; or

(xvii) The Issuer, either Seller, the Servicer, AmeriCredit Corp., AmeriCredit, or AFC shall fail to pay any principal of or premium or interest on any Indebtedness having a principal amount of $10,000,000 (or, in the case of the Issuer or AFC, $10,000) or greater, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other default under any agreement or instrument relating to any such Indebtedness of the Issuer, either Seller, the Servicer, AmeriCredit Corp., AmeriCredit, or AFC, as applicable, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof; or

(xviii) There shall occur a “termination event” or “event of default” or similar event (other than a default by a Noteholder (except AmeriCredit and its Affiliates) or by an Interest Rate Hedge counterparty) under any other Basic Document; or

(xix) A Change of Control shall occur with respect to AmeriCredit Corp.; or

(xx) The Tangible Net Worth of AmeriCredit Corp. 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 Corp. for each fiscal quarter having been completed since December 31, 2006, as reported in each annual report on Form 10-K and periodic report on Form 10-Q filed by AmeriCredit Corp. with the Securities and Exchange Commission plus (c) 75% of the net proceeds of any equity issued by AmeriCredit Corp. since December 31, 2006 (excluding any equity issued pursuant to equity incentive plans for employees and board members) minus (d) the lesser of (i) $200,000,000 and (ii) the purchase price of all common stock of AmeriCredit Corp. repurchased after December 31, 2006; or

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(xxi) AFC shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit; or AmeriCredit shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit Corp.; or AFC and AmeriCredit shall at any time own less than 100% of the Certificates issued pursuant to the Trust Agreement; or

(xxii) The ratio, expressed as a percentage, of the Adjusted Equity of AmeriCredit Corp. to the Managed Assets of AmeriCredit Corp shall be less than 8.0% as of any fiscal quarter end; or

(xxiii) The average of the ratios of AmeriCredit Corp.’s EBITDA to Interest Expense for the two most recent financial quarters ended June 30, 2007 and any two consecutive financial quarters thereafter shall be less than 1.2x; or

(xxiv) Any repurchase of common stock for cash by AmeriCredit Corp. results in AmeriCredit Corp. and its subsidiaries, determined on a consolidated basis in accordance with GAAP, having less than $200,000,000 of Liquidity on such date of such common stock repurchase for cash. For purposes of the foregoing sentence, if AmeriCredit Corp. shall deposit funds with a bank for the purpose of making repurchases of its common stock over a period of time, the date of repurchase with respect to the repurchases of all such common stock shall be deemed to be the date such funds are deposited with such bank and the cash so deposited shall not be considered unrestricted cash for the purposes of determining Liquidity with respect to this Section 5.1(xxv); or

(xxv) The Issuer fails to maintain one or more Interest Rate Hedges as required by Section 3.23 hereof; or

(xxvi) A Seller or an Affiliate of the Seller shall fail to execute at least one Take-Out Securitization within 364 days of (a) the Closing Date, or (b) the date of the most recent Take-Out Securitization.

Section 5.2. Rights Upon Event of Default.

(a) If an Event of Default specified in Section 5.1(iii) or (iv) shall have occurred and be continuing, the Notes shall become immediately due and payable at par, together with accrued interest thereon. If any other Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by any of the Class A Required Noteholders, the Class B Required Noteholders or the Class C Required Noteholders shall exercise any of the remedies specified in Section 5.4(a), subject to any limitations set forth therein.

(b) If an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by any of the Class A Required Noteholders, the Class B Required Noteholders or the Class C Required Noteholders 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.

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(c) 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, the Required Noteholders of each Class which declared such acceleration may, by written notice to the Issuer and the Trustee, 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 (including, without limitation, Class A Monthly Costs and Expenses, Class B Monthly Costs and Expenses and Class C Monthly Costs and Expenses) 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 5.12.

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

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 two 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, and such default continues for a period of one day, 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 set forth in the related Note Purchase Agreement 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 Noteholder hereby irrevocably and unconditionally appoints the Trustee as the true and lawful attorney-in-fact of such Noteholder, 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 Trustee as well as in the name, place and stead of such Noteholder, such acts, things and deeds for or on behalf of and in the name of such Noteholder under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Noteholder could or might do or which may be necessary, desirable or convenient in such Trustee’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.

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(c) If an Event of Default occurs and is continuing, the Trustee may in its discretion and shall, at the direction of the Majority Noteholders of the Controlling Class (except as provided in Section 5.3(d) below), proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee 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), 5.11, 5.12 and 5.15), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the direction of the Majority Noteholders of the Controlling Class, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate proceedings as the Trustee 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.

(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 judicial 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;

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(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 judicial 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.

(g) All rights of action and of asserting claims under this Indenture 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), 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 Trustee may and shall, at the direction of the Majority Noteholders of the Controlling Class (except as provided in Section 5.3(d) above), 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 Notes moneys adjudged due;

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(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 the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless (a) the Majority Noteholders of the Controlling Class consent thereto and (b) either (I) all amounts due and owing under the Notes and the other Related Documents to the holders of Notes of each Class of Notes which are (x) not held by the Issuer, AFC, AmeriCredit or an Affiliate and (y) junior to the Controlling Class shall be paid in full with the proceeds of such sale or liquidation or (II) the Majority Noteholders of each such Class of Notes which is not paid in full with the proceeds of such sale or liquidation consent thereto.

In determining such sufficiency or insufficiency with respect to clause (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 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, at the direction of the Required Noteholders of the Controlling Class, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate.

Section 5.6. Priorities.

(a) Following the acceleration of the Notes pursuant to Section 5.2, the receipt of Insolvency Proceeds pursuant to Section 9.1(b) of the Sale and Servicing Agreement, such Insolvency Proceeds, shall be applied by the Trust Collateral Agent on the related Distribution Date in the order of priority set forth in Section 5.5(b) of the Sale and Servicing 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. 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.

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Section 5.8. Restoration of Rights and Remedies. If the Trustee 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 5.9. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee 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 5.10. Delay or Omission Not a Waiver. No delay or omission of the Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholders, as the case may be.

Section 5.11. Control by Noteholders. The Required Noteholders of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee; provided that

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

(ii) subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be subject to the requirements the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless (a) the Majority Noteholders of the Controlling Class consent thereto and (b) either (I) all amounts due and owing under the Notes and the other Related Documents to the holders of Notes of each Class of Notes which are (x) not held by the Issuer, AFC, AmeriCredit or an Affiliate and (y) junior to the Controlling Class shall be paid in full with the proceeds of such sale or liquidation or (II) the Majority Noteholders of each such Class of Notes which is not paid in full with the proceeds of such sale or liquidation consent thereto;

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(iii) 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.

Section 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.4, the Class A Majority, the Class B Majority and the Class C Majority, acting together, 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, (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note, (c) a Borrowing Base Default and (d) a Default or Event of Default under Section 5.1(xv)(c). (Waivers of any Default or Event of Default of a type set forth in (a) through (d) of the preceding sentence shall require the consent of all Noteholders.) 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.

Section 5.13. 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 5.14. 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 5.15. 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 either Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and

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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 either Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by either Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b) If an Event of Default has occurred and is continuing, the Trustee may, and, at the written direction of the Class A Required Noteholders, the Class B Required Noteholders or the Class C Required Noteholders, shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Sellers 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 Sellers 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 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;

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(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 5.11.

(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.

(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.

(h) The Trustee shall, upon two Business Days’ prior notice to the Trustee, permit any representative of the Administrative Agent 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) 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, each

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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.

(k) 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, pursuant to the provisions of this Indenture, unless such Noteholders 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 Class A Majority, the Class B Majority or the Class C Majority; 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,

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not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

(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 Section 6.11.

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 the 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. Conflicting Instructions. If the Trustee shall receive conflicting directions or instructions from the Noteholders, the Trustee shall forward such directions or instructions to the Administrative Agent and the Administrative Agent shall contact the Noteholders with respect to such conflict.

Section 6.6. Reports by Trustee to Holders. The Trustee shall deliver to each Noteholder such 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 5.5(a) and (b) of the Sale and Servicing Agreement, the Issuer shall, or shall cause the Servicer to, pay to the Trustee 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 and the Trust Collateral Agent for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s, the Backup Servicer’s, and the Trust Collateral Agent’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent 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

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connection with the acceptance or the administration of this Trust and the performance of its duties hereunder. The Trustee, 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 or Trust Collateral Agent 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 X of the Sale and Servicing Agreement. The Issuer shall cause the Servicer to defend the claim, and the Trustee, 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 reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or Trust Collateral Agent through the Trustee’s or Trust Collateral Agent’s own willful misconduct, negligence or bad faith.

(b) The Issuer’s payment obligations to the Trustee 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 Trust Collateral Agent or the Backup Servicer incurs expenses after the occurrence of an Event of Default specified in Section 5.1(iii) or (iv) 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 and AFC shall be limited to the right to receive the distributions referred to in Section 5.5 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 Administrative Agent. The Issuer may and, at the request of the Class A Majority, the Class B Majority and the Class C Majority 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;

(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

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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 corporate 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 listed on Schedule 2 hereto. If the Issuer fails to appoint such a successor Trustee, the Class A Majority, the Class B Majority and the Class C Majority, acting together, may appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, the Administrative Agent 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. The successor Trustee shall mail a notice of its succession to 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 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 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 this Section 6.8 and payment of all fees and expenses owed to the outgoing Trustee.

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 without any further act shall be the successor Trustee.

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

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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 may at the time be located, the Trustee with the consent of the Majority Noteholders of the Controlling Class 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, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust, 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 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;

(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 Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its

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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 Agreement 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 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 better by Standard & Poor’s and an equivalent rating or better by Moody’s. The Trustee shall provide copies of such reports to the Administrative Agent upon request.

Section 6.12. Appointment and Powers. Subject to the terms and conditions hereof, each of the Noteholders hereby appoints Wells Fargo Bank, National Association as the Trust Collateral Agent with respect to the Collateral, and Wells Fargo Bank, National Association hereby accepts such appointment and agrees to act as Trust Collateral Agent with respect to the Collateral for the Noteholders, 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 Noteholder 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 Trustee 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 Trustee delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that the Trust Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Indenture, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Trust Collateral Agent 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 6.13. 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

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Documents to which the Trust Collateral Agent is a party or as directed by the Trustee 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 the indemnification of the Trustee. 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 6.14. 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 Noteholders 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 Noteholders except for negligence, bad faith or willful misconduct in carrying out its duties to the Noteholders. The Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Trust Collateral Agent) the Trust Collateral Agent shall not be required to make any independent investigation with respect thereto. The Trust Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trust Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with the advice of such counsel. The Trust Collateral Agent shall not be under any obligation to exercise any of the remedial rights or powers vested in it by this Indenture or to follow any direction from the Trustee 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 6.15. 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.

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Section 6.16. 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 Noteholders 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 Administrative Agent; 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 Trustee 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 Administrative Agent and the Issuer. A temporary successor may be removed at any time to allow a successor Trust Collateral Agent to be appointed pursuant to subsection (d) below. Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Trust Collateral Agent and the acceptance in writing by such successor Trust Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, and (ii) receipt by the Trustee of an Opinion of Counsel to the effect described in Section 3.6.

(d) Acceptance by Successor. The Trustee 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 Noteholder 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 any Agent 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 the Trustee 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

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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 6.17. 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 6.18. 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 Noteholder as follows:

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(B) The Issuer hereby represents and warrants that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Annex B 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.

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Section 6.19. 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.

Section 6.20. Control by the Trustee. The Trust Collateral Agent shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Trustee, 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 Trustee alone in the place and stead of the Issuer.

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 if the Trustee is the Note Registrar, no such list shall be required to be furnished. The Issuer, or if the Trustee is the Note Registrar, the Trustee, shall furnish to the Administrative Agent in writing on an annual basis on each June 30 and at such other times as the Administrative Agent may request a copy of the list.

Section 7.2. Preservation of Information. 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.

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

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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, 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.

(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. The Trustee shall release property from the lien of this Indenture pursuant to this Section 8.2(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel.

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, 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 and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. 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. Without the consent of the Holders of any other Notes, 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, in form satisfactory to the Trustee, to increase the Target Note Enhancement.

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Section 9.2. Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, may, with the consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, by Act of such Holders delivered to the Issuer and the Trustee, at any time and from time to time, 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, no such supplemental indenture shall materially and adversely affect the Noteholders, without the consent of the Holder of each Outstanding Note affected thereby including:

(i) changing the date of payment of any installment of principal of or interest on any Note, or reducing the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, changing 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 changing any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

(ii) impairing 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) reducing 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) modifying or altering the provisions of the proviso to the definition of the term “Outstanding”;

(v) reducing 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) modifying 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) modifying 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 (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;

(viii) permitting 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

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permitted or contemplated herein or in any of the Basic Documents, terminating 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;

(ix) modifying any Event of Default under Section 5.1 of the Indenture; or

(x) decreasing the Borrowing Date Enhancement or Minimum Note Enhancement, or modifying the definition of Aggregate Borrowing Amount, Borrowing Base, Borrowing Base Default, Class A Target Borrowing Base, Class B Target Borrowing Base, Class C Amount, Class C Target Borrowing Base, Excluded Receivables Balance, Incremental Excluded Receivables Balance or Target Note Enhancement.

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, shall be fully protected in relying upon, an Opinion of Counsel 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. 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 are subject to redemption in whole, but not in part, at the direction of the Servicer or the Sellers pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which the Servicer or a Seller exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to the Redemption Price; provided, however, that the Issuer has available funds sufficient to pay the Redemption Price. The Servicer or the Issuer shall furnish the Administrative Agent 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 Redemption Price of the Notes to be redeemed whereupon all such Notes shall be due and payable on the Redemption Date upon 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 Collection Account shall be paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon and all other amounts accrued and unpaid with respect thereto, including, without limitation, Class A Monthly Costs and Expenses, Class B Monthly Costs and Expenses and, if applicable, the Class C Monthly Costs and Expenses. 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 Notice.

(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

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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

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

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.

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

Section 10.4. Limited Amortization. The Issuer may from time to time, in its sole discretion, unless an Event of Default shall have occurred prior thereto, cause a Limited Amortization Period to commence for one or more Collection Periods by delivering to the Servicer, each Agent, the Administrative Agent and the Indenture Trustee an irrevocable written notice by 3:00 p.m. (New York City time) on the Business Day preceding the first day of the Collection Period in which such Limited Amortization Period is scheduled to commence, which notice shall specify the aggregate amount of the decrease in the Class A Principal Balance (the “Class A Limited Amortization Amount”), the decrease in the Class B Principal Balance (the “Class B Limited Amortization Amount”) and/or, to the extent that Class C Notes have been issued and are Outstanding, the decrease in the Class C Principal Balance (the “Class C Limited Amortization Amount”) for such Limited Amortization Period.

ARTICLE XI

The Administrative Agent

Section 11.1. Appointment. By its acceptance of its Note, each Noteholder hereby irrevocably designates and appoints the Administrative Agent as the Administrative Agent of such Noteholder under the Basic Documents, and each such Noteholder irrevocably authorizes the Administrative Agent, as the Administrative Agent for such Noteholder, to take such action on its behalf under the provisions of the Basic Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Administrative Agent by the terms of the Basic Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Indenture or any other Basic Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or any other Basic Document or otherwise exist against the Administrative Agent.

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Section 11.2. Delegation of Duties. The Administrative Agent may execute any of its duties under any of the Basic Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3. Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable to any of the Noteholders for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any of the Basic Documents (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Noteholders for any recitals, statements, representations or warranties made by AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any officer thereof contained in any of the Basic Documents or in any certificate, report, statement or other document referred to or provided for in, or received by a Administrative Agent under or in connection with, any of the Basic Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the other Basic Documents or for any failure of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, or the Trustee to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Noteholder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the basic Documents, or to inspect the properties, books or records of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, or the Trustee.

Section 11.4. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Administrative Agent), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any of the Basic Documents unless it shall first receive such advice or concurrence of such of the Noteholders, as specified in the related Basic Document, or otherwise as it deems appropriate, or it shall first be indemnified to its satisfaction by some or all of the Noteholders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.

Section 11.5. Notices. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any breach of any Basic Document or the occurrence of any Event of Default unless the Administrative Agent has received notice from the Servicer, the Trustee or any Noteholder, referring to this Indenture and describing such event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Agent.

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Section 11.6. Non-Reliance on Administrative Agent and Other Noteholders. By its acceptance of a Note, each Noteholder expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer or the Trustee, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Noteholder. By its acceptance of a Note, each Noteholder represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Noteholder, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables and made its own decision to purchase its interest in the Notes. Each Noteholder also represents that it will, independently and without reliance upon the Administrative Agent or any other Noteholder, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Basic Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables. Except for notices, reports and other documents received by the Administrative Agent under Section 5 of the Note Purchase Agreements, the Administrative Agent shall not have any duty or responsibility to provide any Noteholder with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 11.7. Indemnification. The Noteholders (other than CP Conduits (as defined in each Note Purchase Agreement)) and, with respect to CP Conduits which are also Committed Purchasers, the related Agents, agree to indemnify the Administrative Agent in its capacity as such (without limiting the obligation (if any) of AFC, either Seller, the Issuer, AmeriCredit or the Servicer to reimburse the Administrative Agent for any such amounts), ratably according to the outstanding principal balances of their Notes from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Indenture) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no such Noteholder or Agent shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Administrative Agent resulting from its own gross negligence or willful misconduct or bad faith. The agreements in this subsection shall survive the payment of the obligations under this Agreement.

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Section 11.8. Administrative Agent in its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from, act as underwriter for and generally engage in any kind of business with AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Trust Collateral Agent, the Backup Servicer, or the Trustee as though the Administrative Agent were not an agent hereunder. In addition, the Noteholders acknowledge that the Administrative Agent may act (i) as administrator, sponsor or agent for one or more CP Conduits and in such capacity acts and may continue to act on behalf of each such CP Conduit in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Indenture to which any one or more CP Conduits is party and in various other capacities relating to the business of any such CP Conduit under various agreements. The Administrative Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as Administrative Agent other than as expressly provided in this Indenture. Any Person which is Administrative Agent may act as Administrative Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.

Section 11.9. Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Agents, the Trustee and the Servicer with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 11.9. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Class A Majority, the Class B Majority and the Class C Majority, acting together, shall appoint from among the Agents a successor administrative agent, which successor Administrative Agent, so long as no Event of Default has occurred and is continuing, shall be reasonably acceptable to AmeriCredit. Any successor administrative agent or agent shall succeed to the rights, powers and duties of resigning Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent or agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Indenture. After the retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Indenture.

ARTICLE XII

Miscellaneous

Section 12.1. 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, (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 and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with.

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(a) 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

(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 12.1(a) or elsewhere in this Indenture, furnish to the Trust Collateral Agent and the Administrative Agent 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) Other than with respect to the release of any Purchased 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 Administrative Agent 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.

(iii) 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 12.2. 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

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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, either Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, such 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 12.3. Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section.

(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.

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(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 12.4. Notices, etc., to Trustee and Issuer. 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 PNP Warehouse Trust, in care of Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.

Section 12.5. 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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Section 12.6. Borrowings.

(a) Subject to the conditions set forth below and provided that no Class A Limited Amortization Amount, Class B Limited Amortization Amount or, if applicable, Class C Limited Amortization Amount is outstanding, on any Business Day prior to the termination of the Commitments, additional amounts may be borrowed or reborrowed by the Issuer under the Class A Notes, the Class B Notes and/or the Class C Notes (a “Borrowing”). Notice of any Borrowing shall be given by the Issuer to the Trustee and the Administrative Agent by delivery of a Borrowing Notice before 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing, and the Administrative Agent shall give notice of any such Borrowing (including a copy of the related Borrowing Notice) to the related Agents before 9:00 a.m., New York City time, on the Business Day after it receives such notice from the Issuer. Borrowings within each Class shall be pro rata according to the unused Commitments related to such Class. It shall be a condition to Borrowing under any Note that (i) each applicable condition to such Borrowing specified in the related Note Purchase Agreement is satisfied on the date of such Borrowing (a “Borrowing Date”), (ii) the Issuer shall have delivered to the Trustee and the Administrative Agent (A) an updated Schedule of Receivables, and (B) an Officer’s Certificate to the effect that the conditions precedent set forth herein and in the related Note Purchase Agreement shall have been satisfied, and (iii) in no event may the aggregate amount of Borrowings outstanding under any Class of Notes exceed the aggregate amount of the Commitments (as such Commitments may be increased or reduced from time to time pursuant to the related Note Purchase Agreement(s)) with respect to such Class.

Section 12.7. Additional Commitments; Reallocation of Certain Commitments.

(a) The Issuer may from time to time, subject to the conditions set forth in a Note Purchase Agreement, supplement such Note Purchase Agreement to provide for additional Commitments with respect to the Class of Notes related thereto. On the date of any such supplement, the Issuer shall execute and deliver to the Trustee for authentication, additional notes in a maximum principal amount equal to the amount of such additional Commitments. If on any Additional Issuance Date for any Class of Notes, the aggregate outstanding principal balance of such Notes exceeds zero, then the person to whom such additional Notes are issued shall make an advance (which shall constitute an Additional Class A Principal Amount, an Additional Class B Principal Amount or an Additional Class C Principal Amount, as the case may be) to the Administrative Agent, for pro rata distribution to the other holders of the Notes of such Class, an amount such that, after giving effect to such distribution, the outstanding principal balance of each Note of such Class shall be proportionate to the related Commitment with respect to such Note.

(b) Without the consent of any other Noteholder, the Class A Commitment of any Committed Purchaser (as defined in a Class A Note Purchase Agreement) and/or the Class B Commitment of any Committed Purchaser (as defined in the Class B Note Purchase Agreement) may be reallocated at any time to be a Commitment with respect to any other Class of Notes subordinate to the Class of Notes to which such commitment originally applied if such Committed Purchaser and the Issuer mutually agree to such reallocation.

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Section 12.8. 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 12.9. 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 12.10. 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 12.11. 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 an which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 12.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS 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).

TO THE EXTENT PERMITTED BY LAW, THE PARTIES EACH SUBMIT FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.

Section 12.13. 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 12.14. 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) 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.

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Section 12.15. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, AFC, the 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 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 AFC, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, AFC, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of AFC, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent 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. Nothing contained herein shall preclude any party from taking any action against the Issuer, AFC, the Servicer or any of their Affiliates with respect to any such Person’s own direct obligations under the Basic Documents.

Section 12.16. No Petition. The Trustee and the Trust Collateral Agent, by entering into this Indenture, hereby covenant and agree that they will not at any time institute against AFC, or the Issuer, or join in any institution against AFC, 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 12.17. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, of any Agent or of the Administrative Agent, 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, the Trustee and the Administrative Agent 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 PNP WAREHOUSE TRUST

By: WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as Owner Trustee

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Trustee and Trust Collateral Agent

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:

Name:

Title:

[Indenture]

SCHEDULE 1

Approved Trustees

Wells Fargo Bank, National Association

The Bank of New York

U.S. Bank Trust National Association

Deutsche Bank Trust Company

ANNEX B

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 granted under the Basic Documents), 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.

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 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 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 Issuer shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien other than the Lien in favor of the Trust Collateral Agent granted under the Basic Documents. No Dealer or Third-Party Lender has a participation in, or other right to receive, proceeds of any Receivable. The Issuer has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the

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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 related Seller has marked all copies of each such Contract other than the single 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.

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EX-99.2

Exhibit 99.2

SALE AND SERVICING

AGREEMENT

among

AMERICREDIT PNP WAREHOUSE TRUST,

as Issuer,

AMERICREDIT FUNDING CORP. IX,

as a Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

as a Seller and as Servicer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Backup Servicer and as Trust Collateral Agent

Dated as of September 5, 2007

Table of Contents

		Page
ARTICLE I Definitions		1
	SECTION 1.1. Definitional Provisions	1
ARTICLE II Conveyance of Receivables		2
	SECTION 2.1. Conveyance of Receivables	2
	SECTION 2.2. Further Encumbrance of Trust Property	4
ARTICLE III The Receivables		5
	SECTION 3.1. Representations and Warranties of Sellers	5
	SECTION 3.2. Repurchase upon Breach	5
	SECTION 3.3. Custody of Receivable Files	6
ARTICLE IV Administration and Servicing of Receivables		8
	SECTION 4.1. Duties of the Servicer	8
	SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables	9
	SECTION 4.3. Realization upon Receivables	11
	SECTION 4.4. Insurance	12
	SECTION 4.5. Maintenance of Security Interests in Vehicles	13
	SECTION 4.6. Covenants, Representations, and Warranties of Servicer	14
	SECTION 4.7. Purchase of Receivables Upon Breach of Covenant	15
	SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer	16
	SECTION 4.9. Servicer’s Certificate	16
	SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination Event	17
	SECTION 4.11. Annual Independent Accountants’ Report	17
	SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables	18
	SECTION 4.13. Monthly Tape	18
ARTICLE V Trust Accounts; Distributions		19
	SECTION 5.1. Establishment of Trust Accounts	19
	SECTION 5.2. Certain Reimbursements to the Servicer	21
	SECTION 5.3. Application of Collections	22
	SECTION 5.4. Additional Deposits	22
	SECTION 5.5. Distributions	22
	SECTION 5.6. Net Spread Reserve Account; Collateral Account	27
ARTICLE VI The Sellers		28
	SECTION 6.1. Representations of Sellers	28
	SECTION 6.2. Corporate Existence	30
	SECTION 6.3. Liability of Sellers; Indemnities	31
	SECTION 6.4. Merger or Consolidation of, or Assumption of the Obligations of the Sellers	32

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	SECTION 6.5. Limitation on Liability of the Sellers and Others	33
	SECTION 6.6. Ownership of the Certificates or Notes	33
ARTICLE VII The Servicer		34
	SECTION 7.1. Representations of Servicer	34
	SECTION 7.2. Liability of Servicer; Indemnities	35
	SECTION 7.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer	37
	SECTION 7.4. Limitation on Liability of Servicer, Backup Servicer and Others	38
	SECTION 7.5. Delegation of Duties	39
	SECTION 7.6. Servicer and Backup Servicer Not to Resign	39
ARTICLE VIII Default		40
	SECTION 8.1. Servicer Termination Event	40
	SECTION 8.2. Consequences of a Servicer Termination Event	41
	SECTION 8.3. Appointment of Successor	42
	SECTION 8.4. Notification to Noteholders	43
	SECTION 8.5. Waiver of Past Defaults	43
ARTICLE IX Termination		43
	SECTION 9.1. Optional Purchase of All Receivables	43
ARTICLE X Administrative Duties of the Servicer		44
	SECTION 10.1. Administrative Duties	44
	SECTION 10.2. Records	46
	SECTION 10.3. Additional Information to be Furnished to the Issuer	46
ARTICLE XI Miscellaneous Provisions		46
	SECTION 11.1. Amendment	46
	SECTION 11.2. Protection of Title to Trust	47
	SECTION 11.3. Notices	49
	SECTION 11.4. Assignment	50
	SECTION 11.5. Limitations on Rights of Others	50
	SECTION 11.6. Severability	50
	SECTION 11.7. Separate Counterparts	50
	SECTION 11.8. Headings	50
	SECTION 11.9. Governing Law, Submission to Jurisdiction	50
	SECTION 11.10. Assignment to Trustee	51
	SECTION 11.11. Nonpetition Covenants	51
	SECTION 11.12. Limitation of Liability of Owner Trustee and Trustee	51
	SECTION 11.13. Independence of the Servicer	52
	SECTION 11.14. No Joint Venture	52

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SCHEDULES
Schedule A	Schedules of Receivables
Schedule B	Representations and Warranties of the Seller and the Servicer
Schedule C	List of Lockbox Banks
Schedule D	List of Custodian Banks
EXHIBITS
Exhibit A	Form of Servicer’s Certificate
Exhibit B	Form of Supplement
Exhibit C	Form of Opinion of Counsel regarding Amendment
Exhibit D	Form of Agreed Upon Procedures Letter
ANNEX
Annex A	Defined Terms

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This SALE AND SERVICING AGREEMENT, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, a Delaware statutory trust (the “Issuer”), AMERICREDIT FUNDING CORP. IX, a Delaware corporation (“AFC”), in its capacity as a Seller (“AFC” or a “Seller”), and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as a Seller (a “Seller”, and together with AFC in its capacity as a Seller, the “Sellers”), and in its capacity as Servicer (the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Backup Servicer and Trust Collateral Agent.

WHEREAS, the Issuer desires from time to time to purchase receivables arising in connection with motor vehicle retail installment sale contracts made by or acquired by the Sellers through motor vehicle dealers and third-party lenders;

WHEREAS, AFC has purchased and will purchase certain of such receivables from AmeriCredit pursuant to a Master Sale and Contribution Agreement (and “Sale and Contribution Agreement Supplements” entered into pursuant thereto);

WHEREAS, the Sellers are willing to sell the receivables to the Issuer;

WHEREAS, the Issuer desires to purchase additional receivables arising in connection with motor vehicle retail installment sale contracts to be originated or acquired by the Sellers; and

WHEREAS, the Servicer is willing to service 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. Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in Annex A hereto, 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

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instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control.

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

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

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

ARTICLE II

Conveyance of Receivables

SECTION 2.1. Conveyance of Receivables.

(a) Subject to the conditions set forth in paragraph (b) below, on each Transfer Date AFC does hereby, and except with respect to clause (vii) below AmeriCredit does hereby, sell, transfer, assign, set over and otherwise convey to the Issuer without recourse (subject to the obligations set forth herein), all right, title and interest of AmeriCredit and AFC, respectively, in and to:

(i) all Receivables originated or acquired by the Sellers and listed on Schedule A and Schedule B to the related Supplement and all Collections thereon after the Cutoff Date relating to such Transfer Date;

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

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

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(iv) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement or by a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement or by an Originating Affiliate pursuant to a purchase and sale agreement with AmeriCredit as a result of a breach of representation or warranty in the related Dealer Agreement or Auto Loan Purchase and Sale Agreement or the related purchase and sale agreement;

(v) all rights under any Service Contracts on the related Financed Vehicles:

(vi) the related Receivable Files;

(vii) all of AFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Sale and Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), including AFC’s rights under the Master Sale and Contribution Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Master Sale and Contribution Agreement (and all “Sale and Contribution Agreement Supplements” entered into pursuant thereto), on or after the related Cutoff Date; and

(viii) the proceeds of any and all of the foregoing.

In consideration of such transfers, the Issuer will pay to each Seller a purchase price equal to the fair market value of each Receivable transferred by such Seller. Such purchase price shall be payable in cash or by an increase in the principal amount of any Notes or Certificates held by the related Seller or by a combination thereof, as the Issuer and the related Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the related Seller, but not later than the related Transfer Date.

It is the intention of the Sellers that the transfers and assignments contemplated by this Agreement shall constitute sales of the Receivables and other Trust Property from the Sellers to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of the Sellers’ estates in the event of the filing of a bankruptcy petition by or against the Sellers under any bankruptcy law. In the event that, notwithstanding the intent of the Sellers, the transfer and assignment contemplated hereby is held by a court of competent jurisdiction not to be a sale, this Agreement shall constitute a grant of a security interest in the property referred to in this Section to the Issuer.

(b) The Sellers shall transfer to the Issuer the Receivables and the other property and rights related thereto described in paragraph (a) above subject to the satisfaction of each of the following conditions:

(i) AmeriCredit shall deliver to the Administrative Agent, the Owner Trustee and the Trust Collateral Agent on or prior to the Business Day immediately preceding each Transfer Date and each date a Servicer’s Report is delivered, an amended and restated Schedule of Receivables (the “Schedule of Receivables”);

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(ii) as of each Transfer Date, (A) the Sellers shall not be insolvent and shall not become insolvent as a result of the transfer of Receivables on such Transfer Date, (B) the Sellers shall not intend to incur or believe that they shall incur debts that would be beyond their ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and (D) the assets of the Sellers shall not constitute unreasonably small capital to carry out their businesses as conducted;

(iii) each of the representations and warranties made by the Sellers pursuant to Section 3.1 with respect to the Receivables to be transferred on such Transfer Date shall be true and correct as of the related Transfer Date, and the Sellers shall have performed all obligations to be performed by them hereunder on or prior to such Transfer Date;

(iv) the Sellers shall, at their own expense, on or prior to the Transfer Date indicate in their computer files that the Receivables identified in the related Supplement have been sold to the Trust;

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

(vi) no selection procedures adverse to the interests of the Noteholders or the Agents shall have been utilized in selecting the related Receivables;

(vii) the addition of any such Receivables shall not result in a material adverse tax consequence to the Trust or the Noteholders; and

(viii) the Sellers shall have delivered to the Administrative Agent an Officer’s Certificate dated such Transfer Date certifying that the conditions described in clauses (i) through (vii) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 3.2(h) of each Note Purchase Agreement if a Borrowing is made on such Transfer Date).

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

The Issuer and the Sellers may from time to time agree that the Sellers will purchase Receivables from the Issuer so long as the conditions set forth in Section 2.9 of the Indenture are satisfied with respect to each such sale.

SECTION 2.2. Further Encumbrance of Trust Property.

(a) Immediately upon the conveyance to the Trust by the Sellers of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Sellers 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).

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

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

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

ARTICLE III

The Receivables

SECTION 3.1. Representations and Warranties of Sellers.

The Sellers hereby represent and warrant that each of the representations and warranties set forth on the Schedule of Representations attached hereto as Schedule B is true and correct with respect to the Receivables it transferred to the Issuer and the Sellers acknowledge that the Issuer shall be deemed to have relied on such representations and warranties in acquiring the Receivables and upon which the Noteholders shall be deemed to rely in purchasing and making advances under the Notes. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the related Transfer Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture. The Sellers hereby represent and warrant, on the date hereof and each Transfer Date, that the information set forth in the Schedule of Receivables is true and correct and that the Schedule of Receivables lists each Receivable transferred to the Issuer.

SECTION 3.2. Repurchase upon Breach.

(a) Each of the Sellers, the Servicer, the Trust Collateral Agent or the Owner Trustee, as the case may be, shall inform the Administrative Agent and the other parties to this Agreement and the Agents promptly, which notice shall be in writing, upon the discovery by any such party of any breach of either Seller’s representations and warranties made pursuant to Section 3.1. As of the fifth Business Day following the discovery by the related Seller or receipt

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by the related Seller from the Servicer, the Trust Collateral Agent, the Owner Trustee, the Administrative Agent, any Agent or any Noteholder of notice of such breach, unless such breach is cured by such date, the related Seller shall have an obligation to repurchase any Receivable in which the interests of the Noteholders are materially and adversely affected by any such breach as of such date. In consideration of and simultaneously with the repurchase of the Receivable, the related Seller shall remit to the Collection Account in the manner specified in Section 5.4 (x) the related Purchase Amount, 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 or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be the repurchase of Receivables pursuant to this Section, subject to the conditions contained herein or to enforce the obligation of AmeriCredit to AFC to repurchase such Receivables pursuant to the Master Sale and Contribution Agreement (and all “Sale and Contribution Agreement Supplements” entered into pursuant thereto). 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 related Seller, the related Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent, the Administrative Agent, the Agents and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

(b) Pursuant to Section 2.1 of this Agreement, AFC conveyed to the Trust all of AFC’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Master Sale and Contribution Agreement (including all “Sale and Contribution Agreement Supplements” entered into pursuant thereto) including AFC’s rights under the Master Sale and Contribution Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. AFC 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 Master Sale and Contribution Agreement (and all “Sale and Contribution Agreement Supplements” entered into pursuant thereto).

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 and the Administrative Agent, dated as of September 5, 2007, 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 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 or electronically authenticated original or authoritative copy (in each case within the meaning of the UCC) of the Receivable (together with any agreements modifying the Receivable); and

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(ii) The original Lien Certificate (when received) or with respect to certain of the Financed Vehicles, evidence of the electronic Lien Certificate, 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, 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;

provided, that the Custodian may, in accordance with its customary servicing practices, (i) maintain all or a portion of the Receivable Files in electronic form, (ii) maintain custody of all or any portion of the Receivable Files with (A) an agent or designee approved by the Class A Majority, the Class B Majority and the Class C Majority or (B) DealerTrack, Inc., and (iii) with respect to those Receivables the form of which consists in part of a check to be endorsed by the Obligor, maintain either an image of such endorsed check or such other information or records evidencing such endorsement as permitted or provided by clearing house rules, rules and regulations of the Federal Reserve Board, or other established systems for the transmission of payments within the banking system.

(b) Upon termination of AmeriCredit as Custodian, the Trust Collateral Agent shall act as the Custodian, in which case the Trust Collateral Agent shall be deemed to have assumed the obligations of the Custodian specified in the Custodian Agreement. 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. 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 or 4.7. The Servicer hereby agrees that upon any appointment of a successor Servicer hereunder it shall take all necessary action to transfer all of its control of any Receivables consisting of electronic chattel paper to the applicable successor Servicer (including the transfer of such electronic chattel paper to a separate electronic vault at the Electronic Chattel Paper Sub-Custodian controlled by such successor Servicer or to a separate electronic vault at such successor Servicer or export of the electronic chattel paper from the applicable electronic vault and delivery of physical copies of exported Contracts to the successor Servicer).

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ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1. Duties of the Servicer.

The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with its Servicing Policies and Procedures 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. 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, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent, the Trustee and the Administrative Agent with respect to distributions, monitoring the status of Insurance Policies (if applicable) and performing the other duties specified herein.

The Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Trust to execute and deliver, on behalf of the Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor except in accordance with the Servicer’s customary practices.

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

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Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

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

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party Lender Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto. 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 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 Receivable Payments on the Receivable following a partial prepayment of principal, 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.

(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)) 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) In no event may a Receivable be extended more than twice during any twelve month period or more than eight monthly payments during the full term of such Receivable; and

(ii) the Servicer shall not amend or modify a Receivable (except as provided in Section 4.2(b) and clause (i) of this Section 4.2(c)) if a Borrowing Base Default would result therefrom.

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(d) The Servicer shall use its best efforts to notify or direct Obligors to make all payments on the Receivables, whether by check or by direct debit of the Obligor’s bank account, to be made directly to one or more Lockbox Banks. The Servicer shall use its best efforts to notify or direct any Lockbox Bank to deposit all payments on the Receivables in the Lockbox Account no later than the Business Day after receipt. The Servicer shall 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 any Agent, an Eligible Deposit Account.

No later than one month after the related Transfer Date, the Servicer shall have notified each Obligor that makes its payments on the Receivables by check to make such payments thereafter directly to the Lockbox Bank (except in the case of Obligors that have already been making such payments to the Lockbox Bank), and shall have provided each such Obligor with remittance invoices in order to enable such Obligors to make such payments directly to the Lockbox Bank for deposit into the Lockbox Account, and the Servicer will continue, not less often than every three months, to so notify those Obligors who have failed to make payments to the Lockbox Bank. The Servicer will direct payments on receivables other than the Receivables to the appropriate lockbox account. If and to the extent requested by the Administrative Agent or any Agent, 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 Administrative Agent or any Agent 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.

The Servicer shall remain obligated and liable to the Trust, the Trust Collateral Agent 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.

In the event of a termination of the Servicer, the successor Servicer shall open and maintain a new lockbox account as provided in Section 8.2. In the event that the Class A Majority, the Class B Majority and the Class C Majority, acting together, elect to change the identity of the Lockbox Bank, the outgoing Servicer, at its expense, shall cause the Lockbox Bank to deliver, at the direction of the Class A Majority, the Class B Majority and the Class C Majority, acting together, to the Trust Collateral Agent or a successor Lockbox Bank, all documents and records relating to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lockbox arrangements and the Servicer shall notify the Obligors to make payments to the Lockbox Account established by the successor.

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(e) The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Lockbox Bank for deposit into the Collection Account, in either case, and as soon as practicable, but in no event later than the Business Day after receipt thereof. (For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.)

SECTION 4.3. Realization upon Receivables.

(a) 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. 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, Originating Affiliates 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, Originating Affiliate 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(c)) 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 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 of the rights under such Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer 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

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Agent, at the Servicer’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).

SECTION 4.4. Insurance.

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

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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 Receivable Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

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

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.

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(b) 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 Trust Collateral Agent, 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 Trust Collateral Agent, 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 Event of Default or Servicer Termination Event, the Class A Majority, the Class B Majority and the Class C Majority, acting together, 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 Class A Majority, the Class B Majority and the Class C Majority, acting together, 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 Class A Majority, the Class B Majority and the Class C Majority, acting together, as the case may be, be necessary or prudent. 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 certificates of title 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 Noteholders rely in purchasing and making advances under the Notes.

(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;

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(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 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

(v) Policies. AmeriCredit shall not change its Servicing Policies and Procedures or the manner in which it services the Receivables in any way that would have a material adverse effect on the Receivables or the Noteholders and shall give prompt written notice of any material change in its Servicing Policies and Procedures or the manner in which it services the Receivables to the Administrative Agent and each Agent.

(vi) Additional Third-Party Lender. AmeriCredit shall give notice to the Agents of the addition of any Third-Party Lender Program.

(vii) Lockbox Account. AmeriCredit and its Affiliates shall not enter into any control or other agreement or permit any other entity under any circumstances otherwise to prevent or limit the Servicer’s ability to obtain access to or withdraw funds from any post office box, Lockbox Account or other account into which Collections are received or deposited prior to their deposit into the Collection Account.

(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, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 4.5(a) or 4.6(a), 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 fifth Business Day following its discovery or receipt of notice of any breach of any covenant set forth in Sections 4.5(a) or 4.6(a) which materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable) or the related Financed Vehicle, AmeriCredit shall, unless such breach shall have been cured in all material respects, become obligated to purchase from the Trust the Receivable affected by such breach on the next

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Determination Date (or, if such fifth Business Day is a Determination Date, on such date) and, on the related Determination Date, AmeriCredit shall pay the related Purchase Amount. It is understood and agreed that the obligation of AmeriCredit to purchase any Receivable (including any Liquidated Receivable) with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against AmeriCredit for such breach available to the Noteholders, the Owner Trustee or the Trust Collateral Agent; provided, however, that AmeriCredit shall indemnify the Trust, the Backup Servicer, the Administrative Agent, the Agents, 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. 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 Servicing Fee for the related Collection Period pursuant to Section 5.5. The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer, expenses incurred in connection with distributions and reports made by the Servicer to Noteholders and all other fees and expenses of the Owner Trustee, the Administrative 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 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 8.3 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. Servicer’s Certificate.

No later than 10:00 a.m. Eastern time on each Determination Date, the Servicer shall deliver (e-mail or facsimile delivery being acceptable) to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents and the Administrative Agent 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 5.4 and to make the distributions required by Section 5.5, (ii) a listing of all Purchased Receivables and Administrative Receivables purchased during the related Collection Period, identifying the Receivables so purchased, and (iii) all information necessary to enable the Trust Collateral Agent to reconcile the aggregate cash flows, the Collection Account for the related Collection Period and Distribution Date. Receivables purchased by the Servicer or by the Seller during the related Collection Period 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

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information set forth in the preceding sentence, the Servicer’s Certificate shall also contain the following information: (a) the Prime Receivables Delinquency Ratio, the Near-Prime Receivables Delinquency Ratio, the Prime Receivables Loss Ratio and the Near-Prime Receivables Loss Ratio for such Determination Date; (b) whether any Default or Event of Default has occurred as of such Determination Date; and (c) whether any Default or Event of Default that may have occurred as of a prior Determination Date is deemed cured as of such Determination Date. Any Noteholder shall be entitled to notify the Servicer of any error it discovers in any Servicer’s Certificate.

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

(a) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents and the Administrative Agent, 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, 2008, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of June 30 (or other applicable date) of such year, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate (which period shall not be less than six months)) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(b) The Sellers or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and the Servicer or the Sellers (as applicable) 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 or Event of Default.

SECTION 4.11. Annual Independent Accountants’ Report.

The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or to either Seller, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents and the Administrative Agent, 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, 2008, 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 statement (the “Accountants’ Report”) addressed to the Board of Directors of the Servicer, 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 thereon in connection with the audit report on the consolidated financial statements of AmeriCredit Corp. and that (1) such audit was made in accordance with generally accepted auditing standards, and accordingly

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included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; (2) the firm is independent of the Sellers and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (3) if requested by the Administrative Agent, as directed by one or more of the Agents for delivery to the Agents, a report on the application of agreed upon procedures to (A) the most recent Servicer’s Certificate including the delinquency and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (B) a statistically significant number of randomly selected receivables files relating to the Servicing Portfolio which have been originated within the 12 months prior to the date of such report (which shall in no event be less than 50 or more than 190), provided that if (x) within the 120 days prior to the date such Accountant’s Report is due, AmeriCredit shall have completed a Take-Out Securitization and (y) the Independent Accountants shall have issued a report on the application of agreed upon procedures to a statistically significant number of randomly selected receivables files (which shall in no event be less than 50 or more than 190), which are in the Prime Servicing Portfolio or Near-Prime Servicing Portfolio, in connection with the closing of such transaction, then the Servicer may substitute the report on the application of agreed upon procedures to such receivables files in lieu of the report required by clause (B) hereof. If an Event of Default shall have occurred and be continuing, and upon request by the Administrative Agent, as directed by one or more of the Agents for delivery to the Agents, the Servicer will cause the Independent Accountants to deliver an Accountants’ Report semi-annually on or before April 30 and October 31 of each year with respect to the six months ended the immediately preceding December 31 or June 30, as applicable; provided, however, that any Accountants’ Report due on or before April 30 is not required to include the statement referred to in clause (1) of the preceding sentence.

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, each Agent and the Administrative Agent 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.

On or before the Distribution Date, but in no event later than the eighteenth calendar day, of each month, the Servicer will deliver to the Trust Collateral Agent and the Backup Servicer a computer tape and a diskette (or any other electronic transmission acceptable to the Trust Collateral Agent and the Backup Servicer) in a format acceptable to the Trust Collateral Agent 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. The Backup Servicer shall use such tape or diskette (or other electronic transmission acceptable to the Trust Collateral

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Agent and the Backup Servicer) to (i) confirm that such tape, diskette or other electronic transmission is in readable form and (ii) confirm the Aggregate Principal Balance of the Receivables as of the end of the Collection Period. 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

SECTION 5.1. Establishment of Trust Accounts.

(a)	(i) The Trust Collateral Agent, on behalf of the Noteholders, 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. 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 “Collateral 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. The Collateral Account shall initially be established with the Trust Collateral Agent. There shall be deposited to the Collateral Account any amount delivered by the Issuer to the holder of the Collateral Account that the Issuer designates in writing to such holder (with a copy to the Administrative Agent) to be deposited in the Collateral Account.
	(iii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Net Spread Reserve 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. The Net Spread Reserve Account shall initially be established with the Trust Collateral Agent.

(b) Funds on deposit in the Collection Account, the Collateral Account and the Net Spread Reserve Account (collectively, the “Trust 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. Funds on deposit in any 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. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. All Eligible Investments will be held to maturity.

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

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

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

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

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

(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent;

(C) 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; and

(D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) 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.

(g) The Servicer shall have the power, revocable by the Class A Majority, the Class B Majority or the Class C Majority or by the Administrative Agent, 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.

(h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of an Interest Rate Hedge, the Interest Rate Hedge Provider may be required to post collateral with the Trust Collateral Agent to secure the Interest Rate Hedge Provider’s obligations under the Interest Rate Hedge. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account to hold such collateral, if requested to do so by the Servicer or an Agent. The Trust Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from such account, as may be delivered by the Servicer (unless such instructions are revoked by the Class A Majority, the Class B Majority or the Class C Majority or by the Administrative Agent).

SECTION 5.2. Certain Reimbursements to the Servicer.

The Servicer will be entitled to be reimbursed pursuant to Section 5.5(a)(iv) and Section 5.5(b)(iv) 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

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returned for insufficient funds. The amount to be reimbursed hereunder shall be paid to the Servicer on the related Distribution Date pursuant to Section 5.5(a)(iv) or (b)(iv) upon certification by the Servicer of such amounts and the provision of such information to the Trust Collateral Agent and the Administrative Agent as may be necessary to verify the accuracy of such certification; provided, however, that the Servicer must provide such clarification and request and receive such reimbursement within 12 months of such mistaken deposit, posting, or returned check. In the event that any of the Class A Majority, the Class B Majority or the Class C Majority notifies the Servicer within 12 months of such reimbursement that it has not received evidence satisfactory to it of the Servicer’s entitlement to reimbursement pursuant to this Section, such Class A Majority, the Class B Majority or the Class C Majority may 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 5.5, or if the Servicer prior thereto has been reimbursed pursuant to Section 5.5, 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, pursuant to such provisions of this Agreement, with respect to a Collection Period any amounts paid by Obligors that were collected in the Lockbox Account but that do not relate to principal and interest payments due on the Receivables.

SECTION 5.3. Application of Collections.

All collections for the Collection Period shall be applied by the Servicer as follows:

With respect to each Simple Interest Receivable (other than a Purchased Receivable), payments by or on behalf of the Obligor shall be applied to interest and principal in accordance with the Simple Interest Method. With respect to each Pre-Computed Receivable, payments by or on behalf of the Obligor shall be applied to interest and principal in accordance with the terms thereof.

SECTION 5.4. Additional Deposits.

The Servicer and the related 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.

The proceeds of any purchase or sale of the assets of the Trust described in Section 9.1 hereof shall be deposited in the Collection Account.

Any amounts received as net payments under any Interest Rate Hedge shall be deposited directly into the Collection Account.

SECTION 5.5. Distributions.

(a) On each Distribution Date prior to the occurrence of an Event of Default, the Trust Collateral Agent shall (based solely on the information contained in the 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, to the Interest Rate Hedge Providers, net payments, if any, (excluding termination payments) then due to them under the Interest Rate Hedges;

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(ii) from the Available Funds, (A) to the Backup Servicer and the Trust Collateral Agent, the Backup Servicer/Trust Collateral Agent Fee for the related Collection Period; (B) to the Backup Servicer, the Trust Collateral Agent and the Trustee, its unpaid fees, expenses and indemnities, provided that such fees, expenses and indemnities shall not exceed $100,000 in the aggregate in any calendar year; and (C) to the Owner Trustee its unpaid trustees’ fees, expenses and indemnities and any accrued fees, expenses and indemnities of the Owner Trustee (to the extent such fees and expenses have not previously been paid by the Servicer), provided that such fees, expenses and indemnities shall not exceed $100,000 in the aggregate in any calendar year;

(iii) from the Available Funds, to the Custodian, the Custodial Fee for the related Collection Period;

(iv) from the Available Funds, to the Servicer, the Servicing Fee for the related Collection Period, any amounts specified in Section 5.2 and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to principal and interest payments due on the Receivables;

(v) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, the Class A Monthly Interest and Fees and any Class A Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(vi) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, the Class B Monthly Interest and Fees with respect to such Distribution Date and any Class B Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(vii) to the extent that Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, the Class C Monthly Interest and Fees with respect to such Distribution Date and any Class C Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(viii) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, (a) the Class A Regular Principal Payment Amount, and (b) any Class A Limited Amortization Amount;

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(ix) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, (a) the Class B Regular Principal Payment Amount, and (b) any Class B Limited Amortization Amount;

(x) to the extent that the Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, (a) the Class C Regular Principal Payment Amount, and (b) any Class C Limited Amortization Amount;

(xi) from the Available Funds, to the Net Spread Reserve Account, an amount, if necessary, required to increase the amount therein to the Net Spread Reserve Account Required Amount;

(xii) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, the Class A Monthly Costs and Expenses with respect to such Distribution Date (and any Class A Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

(xiii) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, the Class B Monthly Costs and Expenses with respect to such Distribution Date (and any Class B Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

(xiv) to the extent that the Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, the Class C Monthly Costs and Expenses with respect to such Distribution Date (and any Class C Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

(xv) from the Available Funds, to the Interest Rate Hedge Providers, net termination payments, if any, then due to them under the Interest Rate Hedges;

(xvi) from Available Funds, to the extent not previously paid pursuant to clause (ii) above, to the Owner Trustee, the Trustee, the Backup Servicer and Trust Collateral Agent, any costs and expenses due to the Owner Trustee, the Trustee, the Backup Servicer and Trust Collateral Agent under the Basic Documents; and

(xvii) from Available Funds, if no Default exists, any remaining Available Funds to the Issuer.

(b) On each Distribution Date after the occurrence and during the continuance of an Event of Default, the Trust Collateral Agent shall (based solely on the information contained in the 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, to the Interest Rate Hedge Providers, net payments, if any, (excluding termination payments) then due to them under the Interest Rate Hedges;

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(ii) from the Available Funds, (A) to the Backup Servicer and the Trust Collateral Agent, the Backup Servicer/Trust Collateral Agent Fee for the related Collection Period; (B) to the Backup Servicer and the Trust Collateral Agent and the Trustee, its unpaid fees, expenses and indemnities, provided that such fees, expenses and indemnities shall not exceed $100,000 in the aggregate in any calendar year; and (C) to the Owner Trustee its unpaid trustees’ fees, expenses and indemnities and any accrued fees, expenses and indemnities of the Owner Trustee (to the extent such fees, expenses and indemnities have not previously been paid by the Servicer), provided that such fees, expenses and indemnities shall not exceed $100,000 in the aggregate in any calendar year;

(iii) from the Available Funds, to the Custodian, the Custodial Fee for the related Collection Period;

(iv) from the Available Funds, to the Servicer, the Servicing Fee for the related Collection Period, any amounts specified in Section 5.2, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to principal and interest payments due on the Receivables;

(v) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, the Class A Monthly Interest and Fees and any Class A Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(vi) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, the Class B Monthly Interest and Fees with respect to such Distribution Date and any Class B Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(vii) to the extent the Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, the Class C Monthly Interest and Fees with respect to such Distribution Date and any Class C Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(viii) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, the Class A Principal Balance;

(ix) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, the Class B Principal Balance;

(x) to the extent that the Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, the Class C Principal Balance;

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(xi) from Available Funds, to the Administrative Agent for the benefit of the Class A Noteholders, the Class A Monthly Costs and Expenses with respect to such Distribution Date (and any Class A Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

(xii) from Available Funds, to the Administrative Agent for the benefit of the Class B Noteholders, the Class B Monthly Costs and Expenses with respect to such Distribution Date (and any Class B Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

(xiii) to the extent that the Class C Notes have been issued and are Outstanding, from Available Funds, to the Administrative Agent for the benefit of the Class C Noteholders, the Class C Monthly Costs and Expenses with respect to such Distribution Date (and any Class C Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

(xiv) from the Available Funds, to the Interest Rate Hedge Providers, net termination payments, if any, then due to them under the Interest Rate Hedges;

(xv) from Available Funds, to the extent not previously paid pursuant to clause (ii) above, to the Owner Trustee, the Trustee, the Backup Servicer and Trust Collateral Agent, any costs and expenses due to the Owner Trustee, the Trustee, the Backup Servicer and Trust Collateral Agent under the Basic Documents; and

(xvi) from Available Funds, any remaining Available Funds to the Issuer.

(c) With prior written notice to the Trustee and the Administrative Agent before 1:00 p.m. at least two Business Days prior to the Interim Distribution Date, the Servicer may apply the proceeds of any purchase of Receivables pursuant to Section 2.9(b) of the Indenture on a date (an “Interim Distribution Date”) prior to the succeeding Distribution Date to the repayment of some or all of the outstanding principal of the Notes and interest accrued thereon to such Interim Distribution Date, provided that no Borrowing Base Default would exist after giving effect to such repayment and amounts sufficient to make any payments of interest, fees and expenses due on such succeeding Distribution Date are already on deposit or are deposited from the proceeds of such purchase in the Collection Account. The Servicer shall notify the Administrative Agent of the amount which will be a deposit in the Collection Account after giving effect to any such payment. The Servicer shall increase such amount if the Class A Majority, Class B Majority and Class C Majority reasonably determine that the amount remaining on deposit in the Collection Account following any such payment would be insufficient to make any payment of interest, fees and expenses due on such succeeding Distribution Date and so notify the Servicer, then the Servicer will leave the amount necessary to prevent such deficiency in the Collection Account.

(d) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.5(a), 5.5(b) and 5.5(c) on the related Distribution Date or Interim Distribution Date.

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SECTION 5.6. Net Spread Reserve Account; Collateral Account.

(a) If, on any Distribution Date, Available Funds allocated to make distributions to be made on such Distribution Date pursuant to clauses (i) through (x) of Section 5.5(a) or pursuant to clauses (i) through (x) of Section 5.5(b), respectively, are less than the aggregate amount required to be distributed pursuant to such clauses of Section 5.5(a) or Section 5.5(b), respectively, the Trust Collateral Agent shall withdraw (or, if the Net Spread Reserve Account shall not at such time be maintained by the Trust Collateral Agent, the Trust Collateral Agent shall direct the holder of the Net Spread Reserve Account to withdraw) the amount of such deficiency, up to the amount available in the Net Spread Reserve Account, from the Net Spread Reserve Account and apply such amount in the order of priority and in the manner set forth in such clauses of Section 5.5(a) and/or Section 5.5(b), as the case may be; provided, that the amounts withdrawn to fund payments pursuant to Sections 5.5(a)(viii), (ix) and (x) may not exceed the amount necessary to fund principal payments at such levels to prevent the existence of a Borrowing Base Default.

(b) If, on any Distribution Date, Available Funds allocated to make distributions to be made on the related Distribution Date pursuant to clauses (i) through (x) of Section 5.5(a) or pursuant to clauses (i) through (x) of Section 5.5(b), respectively, plus the amount withdrawn from the Net Spread Reserve Account pursuant to Section 5.6(a) are less than the aggregate amount required to be distributed pursuant to such clauses of Section 5.5(a) or Section 5.5(b), respectively, the Trust Collateral Agent shall withdraw (or, if the Collateral Account shall not at such time be maintained by the Trust Collateral Agent, the Trust Collateral Agent shall direct the holder of the Collateral Account to withdraw) the amount of such deficiency, up to the amount available in the Collateral Account, from the Collateral Account and apply such amount in the order of priority and in the manner set forth in such clauses of Section 5.5(a) or Section 5.5(b), as the case may be, provided that no such allocation and distribution shall be permitted if it would cause a Borrowing Base Default.

(c) On the first Distribution Date following the occurrence and during the continuance of an Event of Default, the Trust Collateral Agent shall withdraw (or direct the holder of the applicable account to withdraw) all amounts on deposit in the Collateral Account and the Net Spread Reserve Account and apply such amount as provided in Section 5.5(b) and at such time the Collateral Account shall be closed.

(d) On each Distribution Date prior to the occurrence of an Event of Default and based solely on the Servicer’s Certificate for such Distribution Date, the Trust Collateral Agent shall withdraw from the Net Spread Reserve Account the amount on deposit in the Net Spread Reserve Account in excess of the Net Spread Reserve Account Required Amount (after giving effect to all distributions to be made on such Distribution Date pursuant to Section 5.5(a), and any withdrawals to be made from the Net Spread Reserve Account pursuant to paragraph (a) of this Section 5.6), and distribute such amount to the Issuer or as the Issuer may direct.

On each Interim Distribution Date prior to the occurrence of an Event of Default, the Servicer shall recalculate the Net Spread Reserve Account Required Amount (after giving effect to any payments on the Notes on such date) and, and based solely on instructions from the Servicer, the Trust Collateral Agent shall withdraw from the Net Spread Reserve Account any amount in excess of such recalculated Net Spread Reserve Account Required Amount and distribute such amount to the Issuer or as the Issuer may direct.

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(e) On each Distribution Date prior to the occurrence of an Event of Default (after giving effect to the distributions to be made on such Distribution Date pursuant to Section 5.5(a) and any withdrawals to be made from the Collateral Account pursuant to paragraph (b) of this Section 5.6), the Issuer shall be entitled to direct the Trust Collateral Agent (with a copy of such directions to be delivered to the Administrative Agent and the Agents) to withdraw and pay to the Issuer (or as the Issuer may direct), any and all amounts on deposit in the Collateral Account so long as after giving effect to such withdrawal no Borrowing Base Default, Default or Event of Default shall occur or be continuing and the amount on deposit in the Net Spread Reserve Account equals the Net Spread Reserve Account Required Amount.

(f) On the Distribution Date following the payment in full of all amounts due to the Noteholders and termination of all the Note Purchase Agreements, the Trust Collateral Agent shall withdraw (or direct the holder of the Net Spread Reserve Account to withdraw) all amounts on deposit therein and distribute such amount to the Issuer or as the Issuer may direct.

ARTICLE VI

The Sellers

SECTION 6.1. Representations of Sellers.

Each Seller makes the following representations on which the Noteholders shall be deemed to have relied in purchasing and making advances under the Notes and on which the Issuer is deemed to have relied in acquiring the Receivables and on which the Trustee, the Administrative 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 applicable Transfer Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee 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 related 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 transferred to the Trust.

(c) Due Qualification. The related Seller is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect such 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 such Seller’s obligations hereunder and under such Seller’s Basic Documents.

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(d) Power and Authority. The related 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 related 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 such Seller’s Basic Documents have been duly authorized by such Seller by all necessary corporate action.

(e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the related Receivables and the Other Conveyed Property, enforceable against the related Seller and creditors of and purchasers from the related Seller; and this Agreement and the related Seller’s Basic Documents, when duly executed and delivered, shall constitute legal, valid and binding obligations of the related 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 related Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the related 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 related Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the related Seller or any of its properties.

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

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

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(i) Chief Executive Office. The chief executive office of the related Seller is at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

SECTION 6.2. Corporate Existence.

(a) During the term of this Agreement, each 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, each Seller shall observe the applicable legal requirements for the recognition of such Seller as a legal entity separate and apart from its Affiliates, including as follows (provided, however, that the limitations set forth in subsections (x), (xi) and (xiv) shall be applicable solely to AFC and shall not limit AmeriCredit’s activities):

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

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

(iii) such Seller shall hold such appropriate meetings of its Board of Directors, or adopt resolutions pursuant to a unanimous written consent of its Board of Directors, as are necessary to authorize all such 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) such Seller shall at all times hold itself out to the public under such Seller’s own name as a legal entity separate and distinct from its Affiliates;

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

(vi) such Seller shall obtain proper authorization for all action requiring such authorization;

(vii) such Seller shall pay its own operating expenses and liabilities from its own funds;

(viii) such Seller’s resolutions, agreements and other instruments underlying the transactions described in this Agreement shall be continuously maintained by it as part of its official records;

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(ix) AFC shall not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals;

(x) AFC shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith;

(xi) AFC shall not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Basic Documents. It 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 (other than the Receivables), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Basic Documents;

(xii) AFC shall not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Basic Documents;

(xiii) such Seller shall observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Noteholders or its ability to perform its obligations hereunder; and

(xiv) AFC shall not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Receivables), acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except as otherwise permitted herein.

SECTION 6.3. Liability of Sellers; Indemnities.

Each Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by such Seller under this Agreement.

(a) Each Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trust, the Trustee, Backup Servicer, the Agents, the Administrative Agent and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent and except any taxes to which the Owner

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Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same.

(b) Each Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee, Backup Servicer, the Agents, the Administrative Agent and the Trust Collateral Agent, their respective officers, directors, employees and agents thereof, the Noteholders and the Purchasers from and against any loss, liability or expense incurred by reason of (i) such 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) such Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes.

(c) Each Seller shall indemnify, defend and hold harmless the Owner Trustee, Trustee, the Trust Collateral Agent, the Agents, the Administrative Agent, the Noteholders and the Backup Servicer and their respective officers, directors, employees and agents 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, the Trustee, the Trust Collateral Agent, the Agents, the Administrative Agent, the Noteholders and the Backup Servicer respectively.

Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee, any Agent, the Administrative Agent or the Trust Collateral Agent or the disposition of any Notes by any Person so that it no longer is a Noteholder and the termination of this Agreement, the Indenture any Note Purchase Agreement or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If either 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 related Seller, without interest.

SECTION 6.4. Merger or Consolidation of, or Assumption of the Obligations of the Sellers.

Any Person (a) into which either Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of either Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related 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) if the related Seller shall not be the surviving entity or if the debt rating of AmeriCredit Corp. by Standard & Poor’s or Moody’s would be lower after giving effect to such transaction than prior to giving effect to the transaction, the related Seller shall have received the written consent of the Class A Majority, the Class B Majority and the

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Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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, and (iv) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent 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) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

SECTION 6.5. Limitation on Liability of the Sellers and Others.

The Sellers and any director or officer or employee or agent of the Sellers 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 Sellers 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 6.6. Ownership of the Certificates or Notes.

Each 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 a Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by a 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 a Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by such party, shall be without voting rights for any purpose set forth in the Basic Documents and such Notes shall be deemed not to be Outstanding in determining whether the applicable percentage of outstanding Notes have voted. The Sellers shall notify the Owner Trustee, the Trustee, the Trust Collateral Agent and the Administrative Agent with respect to any transfer of any Certificate.

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ARTICLE VII

The Servicer

SECTION 7.1. Representations of Servicer.

The Servicer makes the following representations on which the Noteholders shall be deemed to have relied in purchasing and making advances under the Notes 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 as of the applicable Transfer Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture.

(i) 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;

(ii) 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;

(iii) Due Qualification. The Servicer is duly qualified to do business 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;

(iv) 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;

(v) 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;

(vi) 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

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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;

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

(viii) 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 7.2. Liability of Servicer; Indemnities.

(a) 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 Agents, the Administrative Agent, their respective officers, directors, agents and employees, the Noteholders and the Purchasers 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 Agents, the Administrative Agent, their respective officers, directors, agents and employees, the Noteholders and the Purchasers from and against any taxes that may at any time

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be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Securities) and costs and expenses in defending against the same;

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

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

(e) AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer, the Agents, the Administrative Agent, their respective officers, directors, agents and employees, the Noteholders and the Purchasers 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 Securities. This section shall survive the termination of this Agreement, or the earlier removal or resignation of the Trustee, Trust Collateral Agent, Backup Servicer, any Agent or the Administrative Agent.

(f) AmeriCredit shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent, the Agents, the Administrative Agent, the Noteholders and the Backup Servicer, and their respective officers, directors, agents and employees 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, the Trust Collateral Agent, such Agent or the Administrative Agent as a result of any such entity’s willful misconduct, bad faith or negligence.

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(g) 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.

SECTION 7.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer.

(a) AmeriCredit shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from S&P or Moody’s would be lowered as a result of such transaction, shall be acceptable to the Class A Majority, the Class B Majority and the Class C Majority, acting together, and shall be an Eligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Administrative Agent thirty (30) days prior to such merger, consolidation or succession. 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 Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, Trustee, Backup Servicer, the Agents and the Administrative Agent 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 Agents and the Administrative 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 Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

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

SECTION 7.4. Limitation on Liability of Servicer, Backup Servicer and Others.

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

(b) The Backup Servicer shall not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Backup Servicer hereunder or on which the Backup Servicer must rely in order to perform its obligations hereunder, and the Owner Trustee, the Trustee, the Trust Collateral Agent, the Administrative Agent, the Agents, the Backup Servicer, the Sellers and the Noteholders shall look only to the Servicer to perform such obligations. The Backup Servicer, Trust Collateral Agent, the Trustee, the Administrative Agent, 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 Trustee, (ii) any inaccuracy or omission in a notice or communication received by the Backup Servicer from any third party (other than its contractual agents), (iii) the invalidity or unenforceability of any Receivable under applicable law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) the acts or omissions of any successor Backup Servicer.

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(c) The parties expressly acknowledge and consent to 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 the 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 7.5. Delegation of Duties.

The Servicer may delegate duties under this Agreement to an Affiliate of AmeriCredit (including but not limited to Long Beach and AmeriCredit Financial Services of Canada Ltd) without the prior written consent of the Trust Collateral Agent, the Owner Trustee and the Backup Servicer. 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 Administrative Agent and may perform other specific duties through such sub-contractors in accordance with Servicer’s customary servicing policies and procedures, provided, however, that no such delegation or sub-contracting duties by the Servicer shall relieve the Servicer of its responsibility with respect to such duties. Neither AmeriCredit nor any party acting as Servicer hereunder shall appoint any subservicer hereunder without the prior written consent of the Administrative Agent, the Trustee and the Backup Servicer. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 7.5 shall relieve the Servicer of its responsibility with respect to such duties.

SECTION 7.6. Servicer and Backup Servicer Not to Resign.

Subject to the provisions of Section 7.3, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, and the Class A Majority, the Class B Majority and the Class C Majority, acting together, 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, the Agents and the Administrative Agent. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Class A Majority, the Class B Majority and the Class C Majority, acting together, shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until, an entity acceptable to the Class A Majority, the Class B Majority and the Class C Majority, acting together, shall have

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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 Class A Majority, the Class B Majority and the Class C Majority, acting together, and (iii) if Wells Fargo Bank, National Association resigns as the Trustee under the Indenture it will no longer be the Backup Servicer.

ARTICLE VIII

Default

SECTION 8.1. 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 the Administrative Agent or after discovery of such failure by a Responsible Officer of the Servicer;

(b) Failure by the Servicer to deliver to the Trust Collateral Agent, the Agents and the Administrative Agent the Servicer’s Certificate by the second 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 7.3(a);

(c) Failure on the part of the Servicer to duly observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially adversely affects the Trust or the rights of the Noteholders, 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;

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

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

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

(g) An Event of Default has occurred and is continuing.

SECTION 8.2. Consequences of a Servicer Termination Event.

If a Servicer Termination Event shall occur and be continuing, either the Trust Collateral Agent (to the extent it has knowledge thereof) or the Class A Majority, the Class B Majority or the Class C Majority, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by 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 Trust Collateral Agent); 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

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respect to the Receivables and the delivery to the successor Servicer of all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer or a successor Servicer to service the Receivables and the Other Conveyed Property. If requested by the Class A Majority, the Class B Majority and the Class C Majority, acting together, the successor Servicer shall 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 Class A Majority, the Class B Majority and the Class C Majority, acting together, at the successor Servicer’s expense. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Administrative Agent reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 8.3. Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination pursuant to Section 8.2 or upon the resignation of the Servicer pursuant to Section 7.6, the Backup 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 8.2 upon the occurrence of any Servicer Termination Event applicable to it as Servicer.

(b) Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trust Collateral Agent or the Class A Majority, the Class B Majority or the Class C 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 7.6, no provision of this Agreement shall be construed as relieving the Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the Servicer pursuant to Section 8.2, the resignation of the Servicer pursuant to Section 7.6. If upon the termination of the Servicer pursuant to Section 8.2 or the resignation of the Servicer pursuant to Section 7.6, the Trust Collateral Agent appoints a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as Backup Servicer hereunder.

(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. 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 Class A Majority, the Class B Majority and the Class C Majority, acting together, and such successor Servicer may agree on reasonable additional compensation to be paid to such successor Servicer by the Backup

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Servicer, which additional compensation shall be paid by such breaching Backup Servicer in its individual capacity and solely out of its own funds; provided, however, it being understood and agreed that the Class A Majority, the Class B Majority and the Class C Majority 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 Class A Majority, the Class B Majority and the Class C 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. 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 Backup Servicer shall not be liable for any Servicing Fee, additional compensation or other amounts to be paid to such successor Servicer in connection with its assumption and performance of the servicing duties described herein.

SECTION 8.4. Notification to Noteholders.

Upon any termination of, expiration of the term of or appointment of a successor to, the Servicer, the Trust Collateral Agent shall give prompt written notice thereof to each Noteholder.

SECTION 8.5. Waiver of Past Defaults.

The Class A Majority, Class B Majority and the Class C Majority, acting together, 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. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

ARTICLE IX

Termination

SECTION 9.1. Optional Purchase of All Receivables.

(a) On the last day of any Collection Period after the termination of the Commitments as of which the Aggregate Principal Balance shall be less than or equal to 10% of the highest Aggregate Principal Balance since the Closing Date, the Servicer and each Seller each shall have the option to purchase the Owner Trust Estate, other than the Trust Accounts; provided, however, that the amount to be paid for such purchase (as set forth in the following sentence) shall be sufficient to pay the full amount of principal and interest then due and payable on the Notes and amounts due to the Interest Rate Hedge Providers. To exercise such option, the Servicer or a Seller, as the case may be, shall deposit pursuant to Section 5.4 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including Liquidated Receivables).

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(b) Upon any sale of the Trust Estate pursuant to either Section 9.1 of the Trust Agreement or Section 5.4(a)(iv) of the Indenture, 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 and the Administrative Agent 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 X

Administrative Duties of the Servicer

SECTION 10.1. 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.

(b) Duties with Respect to the Issuer.

(i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.10 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

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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.

(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 a Certificateholder (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 Section 5.1(a) and (b) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable the Certificateholder to prepare its federal and state income tax returns.

(iv) The Servicer shall perform the duties of the Servicer specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents.

(v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

(c) Tax Matters. The Servicer shall prepare and file, on behalf of the Sellers, 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 Sellers.

(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 (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

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

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(ii) 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);

(iii) the amendment, change or modification of this Agreement or any of the Basic Documents;

(iv) 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

(v) 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 Indenture 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 10.1.

SECTION 10.2. 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 at any time during normal business hours.

SECTION 10.3. Additional Information to be Furnished to the Issuer.

The Servicer shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.

ARTICLE XI

Miscellaneous Provisions

SECTION 11.1. Amendment.

This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld), with the prior written consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, 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

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questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to Owner Trustee and the Trustee, adversely affect in any material respect the interests of any Noteholder.

This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, and with the consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, 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 materially and adversely affect the Noteholders, without the consent of the Holder of each Outstanding Note affected thereby, including by (a) increasing or reducing in any manner the amount of, or accelerating or delaying 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) reducing the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment.

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.

It shall not be necessary for the consent of 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 Issuer, the Owner Trustee, the Trustee, Trust Collateral Agent, Administrative Agent and Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 11.2(h) has been delivered. The Issuer, 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.

SECTION 11.2. Protection of Title to Trust.

(a) The Sellers 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 related Receivables and in the proceeds thereof. The Sellers shall deliver (or cause to be delivered) to the Agents, the Administrative Agent, 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.

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(b) Neither any 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 Administrative Agent, the Owner Trustee, the Trust Collateral Agent 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 related Seller or the Servicer, as the case may be, shall deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trust Collateral Agent, 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 Sellers and the Servicer shall have an obligation to give the Administrative Agent, the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days’ prior written notice of any relocation of its principal executive office 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. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America and, in the case of servicing offices, Canada.

(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.

(f) If at any time either 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 Administrative Agent, the Owner Trustee or to the Trustee, within five Business Days, a list of all Receivables (by contract number

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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 Agents, the Administrative Agent, the Owner Trustee and the Trustee:

(1) promptly after the execution and delivery of the Agreement and, if required pursuant to Section 11.1, of each amendment, an Opinion of Counsel in substantially the form of Exhibit C hereto stating that, in the opinion of such Counsel, in form and substance reasonably satisfactory to the Trust Collateral Agent, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and

(2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Closing Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.

SECTION 11.3. Notices.

All demands, notices and communications upon or to the Sellers, the Servicer, the Issuer, the Owner Trustee or the Trustee under this Agreement shall be in writing, personally delivered, or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of AFC to AmeriCredit Funding Corp. IX, 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, (b) in the case of AmeriCredit or the Servicer to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, and (d) in the case of the Trustee, the Trust Collateral Agent or the Collateral Agent, at the Corporate Trust Office. 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.

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SECTION 11.4. 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 6.4 and 7.3 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by either Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee and the Class A Majority, the Class B Majority and the Class C Majority, acting together.

SECTION 11.5. Limitations on Rights of Others.

The provisions of this Agreement are solely for the benefit of the parties hereto, the Trustee, the Interest Rate Hedge Providers and the Noteholders, as third-party beneficiaries. 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 11.6. 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 11.7. 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 11.8. 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 11.9. Governing Law, Submission to Jurisdiction.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS 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).

TO THE EXTENT PERMITTED BY LAW, THE PARTIES EACH SUBMIT FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE PERSONAL

50

JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME.

SECTION 11.10. Assignment to Trustee.

Each Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Trustee 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 and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Trustee.

SECTION 11.11. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Servicer and the Sellers 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 AFC, acquiesce to, petition or otherwise invoke or cause AFC to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against AFC under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of AFC or any substantial part of its property, or ordering the winding up or liquidation of the affairs of AFC.

SECTION 11.12. Limitation of Liability of Owner Trustee and Trustee.

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.

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

(b) 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 11.13. Independence of the Servicer.

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

SECTION 11.14. 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.

[Remainder of Page Intentionally Left Blank]

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

AMERICREDIT PNP WAREHOUSE TRUST

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust.

By:

Name:

Title:

AMERICREDIT FUNDING CORP. IX, as a Seller,

By:

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.,

as a Seller and as Servicer,

By:

Name:

Title:

[Sale and Servicing Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Backup Servicer

By:

Name:

Title:

Acknowledged and accepted by

WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely

as Trust Collateral Agent

By:

Name:

Title:

[Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

1

SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

(1) Characteristics of Receivables. Each Receivable is either a Prime Receivable, Near Prime Receivable or Subprime Receivable and (A) was originated (i) by AmeriCredit, (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (iii) by an Originating Affiliate and was validly assigned by such Originating Affiliate to AmeriCredit 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 Dealer, such Originating Affiliate or such Third-Party Lender for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s, the Dealer’s, the Originating Affiliate’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 or electronically authenticated (as defined in the UCC) by the parties thereto, and AmeriCredit, each Dealer, each Originating Affiliate and each Third-Party Lender had all necessary licenses and permits to originate Receivables in the state where AmeriCredit, each such Dealer, each such Originating Affiliate 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 fully amortizing Simple Interest Receivable or Pre-Computed 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 relating thereto.

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

B-1

(4) Origination. Each Receivable is the dollar denominated obligation of an Obligor domiciled in the United States of America at the time of origination.

(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. No Obligor has 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 related Cutoff Date.

(9) Marking Records. By the Closing Date or Transfer Date, as applicable, the Servicer will have caused the portions of the Electronic Ledger relating to the Receivables to be clearly and unambiguously marked to show that the Receivables have been sold by the Sellers to the Trust in accordance with the terms of the Sale and Servicing Agreement.

(10) Computer Tape. The Computer Tape delivered by the Sellers to the Trust on the Closing Date or Transfer Date, as applicable, was complete and accurate as of the related Cutoff Date and includes a description of the same Receivables that are described in the Schedule of Receivables, including, without limitation, the following information with respect to each such Receivable: loan number, remaining balance ($), original balance ($), remaining term (months), original term (months), coupon (%), vehicle identification number, first payment date (date), next payment date (date), last scheduled payment date (date), payment amount ($) and Credit Bureau Score (#).

(11) Adverse Selection. No selection procedures adverse to the Noteholders were utilized in selecting the Receivables from those receivables owned by the related Seller which met the selection criteria contained in the Sale and Servicing Agreement.

(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 and Delaware. The representations set forth on Annex B to the Indenture with respect to the Receivables are true and correct.

B-2

(13) One Original. There is no more than one fully executed or electronically authenticated original or authoritative copy (in each case within the meaning of the UCC) of each Receivable.

(14) Receivable Files Complete. There exists a Receivable File pertaining to each Receivable and such Receivable File contains (a) a fully executed original of the Receivable (except in the event the original is an electronic document in the control of the Electronic Chattel Paper Sub-Custodian), and (b) the original Lien Certificate, or application therefor, or evidence of the electronic Lien Certificate, or application therefor. Each of such documents which is required to be signed or electronically signed by the Obligor has been signed or electronically signed by the Obligor in the appropriate spaces. All blanks on any form have been properly filled in and each form has otherwise been correctly prepared. The complete Receivable File for each Receivable currently is in the possession of or, in the case of Receivables constituting electronic chattel paper, under the control of, the Custodian.

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

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

(17) Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the related 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 such 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, Originating Affiliate or Third-Party Lender has a participation in, or other right to receive, proceeds of any Receivable. The related Seller has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or Third-Party Lender Assignments or to payments due under such Receivables.

(18) Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or related Transfer Date, as applicable, 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

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the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer, Originating Affiliate or Third-Party Lender that such Lien Certificate showing AmeriCredit (or an Originating Affiliate or a Titled Third-Party Lender) as first lienholder has been applied for and AmeriCredit’s security interest has been validly assigned to the Trust pursuant to this Agreement. If, in the event that, notwithstanding the intent of the Sellers, the transfer and assignment contemplated by this Agreement is held by a court of competent jurisdiction not to be a sale, this Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other liens and is enforceable as such as against creditors of and purchasers from the Sellers. Immediately after the sale, transfer and assignment thereof by the related 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 Trustee 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). There are 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.

(19) All Filings Made. All filings (including, without limitation, UCC filings) 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 a first priority perfected lien on, or ownership interest in, the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken or performed.

(20) No Impairment. Neither Seller has done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivable or otherwise to impair the rights of the Trust, the Administrative Agent, the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest 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 or other Transfer Date, neither Seller has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. Neither Seller has authorized the filing of, nor is either Seller aware of any, financing statements against such Seller that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Issuer hereunder or that has been terminated. Neither Seller is aware of any judgment or tax lien filings against it.

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

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

(23) No Default. There has been no default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more

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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. No Financed Vehicle has been repossessed.

(24) Insurance. At the time of an origination of a Receivable by AmeriCredit or a purchase of a Receivable by AmeriCredit from a Dealer, Originating Affiliate 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, an Originating Affiliate or 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 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.

(25) Past Due. No Receivable is a Defaulted Receivable or a Delinquent Receivable.

(26) Remaining Principal Balance. The Principal Balance of each Receivable set forth in the Schedule of Receivables is true and accurate in all material respects.

(27) Certain Characteristics of Receivables. (A) each Receivable had an original maturity of at least 6 months but not more than 72 months (provided, that Receivables originated by Bay View may have original maturities of up to 96 months); (B) each Receivable had a remaining Principal Balance as of the related Cutoff Date of at least $1,000 and not more than $150,000 as of the related Cutoff Date; (C) each Receivable has an Annual Percentage Rate of at least 1.00% and not more than 33%, (D) no Receivable is more than 30 days past due and (E) no funds have been advanced by AmeriCredit, any Dealer, any Originating Affiliate, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any Initial Receivable to qualify under clause (D) above.]

(28) Weighted Average of Subprime Receivables. The weighted average Credit Bureau Score of all Eligible Receivables that are Subprime Receivables equals at least 560.

(29) No Financed Repossessions. No Receivable is secured by a vehicle which is a financed repossession.

(30) Aging. No Receivable has been owned by the Issuer for more than 364 days.

(31) No Corporate Obligor. No Obligor is a corporation, partnership or limited liability company.

(32) Extensions. No Receivable has been extended more than eight (8) monthly payments during the full term of such Receivable.

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(33) Rewrite of Loan Number. No Receivable has been rewritten to a new loan number in connection with a refinancing of the related Financed Vehicle the effect of which would be to avoid a delinquency or default.

(34) No Future Advances. The full amount of each Receivables has been advanced and there are no requirements for future advances under the related Contract.

(35) Perfection of Security Interests. Each Seller has taken all steps necessary to perfect its security interest against the related Obligors in the property securing the related 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.

(36) Electronic Chattel Paper. With respect to any Receivable that constitutes “electronic chattel paper”, (i) a single electronically authenticated authoritative copy (within the meaning of the UCC) of the Receivable is continuously maintained with the Custodian or an Electronic Chattel Paper Sub-Custodian and (ii) the agreements between the Issuer or Servicer and each Electronic Chattel Paper Sub-Custodian permit the Servicer (A) to transfer the electronically authenticated authoritative copy of the related Contract to a separate electronic vault at the Electronic Chattel Paper Sub-Custodian controlled by the applicable successor Servicer or to an electronic vault at the applicable successor Servicer or (B) to export the electronically authenticated authoritative copy from the electronic vault and deliver a physical copy of the exported Contract to the successor Servicer.

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EXHIBIT A

FORM OF SERVICER’S CERTIFICATE

A-1

EXHIBIT B

FORM OF SUPPLEMENT

B-1

EXHIBIT C

FORM OF OPINION OF COUNSEL REGARDING AMENDMENT

C-1

EXHIBIT D

FORM OF AGREED UPON PROCEDURES LETTER

D-1

EX-99.3

Exhibit 99.3

CLASS A NOTE PURCHASE AGREEMENT

Dated as of September 5, 2007

among

AMERICREDIT PNP WAREHOUSE TRUST,

as Issuer

AMERICREDIT FUNDING CORP. IX,

as a Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

as a Seller and as Servicer,

THE CLASS A PURCHASERS PARTIES HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

THE AGENTS PARTIES HERETO

Relating to

AmeriCredit PNP Warehouse Trust

Floating Rate Asset Backed Notes, Class A

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.1.	Definitions	2
SECTION 1.2.	Other Definitional Provisions	12
ARTICLE II
AMOUNT AND TERMS OF COMMITMENTS
SECTION 2.1.	Purchases	13
SECTION 2.2.	Reductions and Extensions of Commitments	15
SECTION 2.3.	Interest, Fees, Expenses, Payments, Etc.	17
SECTION 2.4.	Requirements of Law	21
SECTION 2.5.	Taxes	23
SECTION 2.6.	Indemnification	26
SECTION 2.7.	Expenses, etc.	29
SECTION 2.8.	Effect of Event of Default	29
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.1.	Conditions to Closing	30
SECTION 3.2.	Condition to Purchases	32
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1.	Representations and Warranties of AmeriCredit, AFC and the Issuer	33
ARTICLE V
COVENANTS
SECTION 5.1.	Covenants	37
ARTICLE VI
MUTUAL COVENANTS REGARDING CONFIDENTIALITY
SECTION 6.1.	Covenants	39
SECTION 6.2.	Covenants of Class A Purchasers	39
SECTION 6.3.	Consent to Disclosure of Certain Information	40
ARTICLE VII
THE AGENTS
SECTION 7.1.	Appointment	41
SECTION 7.2.	Delegation of Duties	41
SECTION 7.3.	Exculpatory Provisions	42
SECTION 7.4.	Reliance by Agents	42
SECTION 7.5.	Notices	43

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TABLE OF CONTENTS

(continued)

		Page
SECTION 7.6.	Non-Reliance on Agents and Other Class A Purchasers	43
SECTION 7.7.	Indemnification	44
SECTION 7.8.	Agents in their Individual Capacity	44
SECTION 7.9.	Successor Agents	45
ARTICLE VIII
SECURITIES LAWS; TRANSFERS
SECTION 8.1.	Transfers of Class A Notes	46
SECTION 8.2.	Tax Characterization	51
ARTICLE IX
MISCELLANEOUS
SECTION 9.1.	Amendments and Waivers	51
SECTION 9.2.	Notices	52
SECTION 9.3.	No Waiver; Cumulative Remedies	53
SECTION 9.4.	Successors and Assigns	53
SECTION 9.5.	Successors to Servicer	53
SECTION 9.6.	Counterparts	54
SECTION 9.7.	Severability	54
SECTION 9.8.	Integration	55
SECTION 9.9.	Governing Law	55
SECTION 9.10.	Jurisdiction; Consent to Service of Process	55
SECTION 9.11.	Termination	55
SECTION 9.12.	No Proceedings	56
SECTION 9.13.	No Recourse	56
SECTION 9.14.	Survival of Representations and Warranties	57
SECTION 9.15.	Waiver of Jury Trial	57
SECTION 9.16.	Limitation of Liability of Owner Trustee	57
SECTION 9.17.	CP Conduit as Committed Purchaser	58
SCHEDULES
Schedule I	Schedule of Committed Purchasers and CP Conduits
LIST OF EXHIBITS
Exhibit A	Form of Investment Letter
Exhibit B	Form of Transfer Supplement
Exhibit C	Form of Joinder Supplement
Exhibit D	Form of Notice of Fixed Period

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CLASS A NOTE PURCHASE AGREEMENT, dated as of September 5, 2007, by and among AMERICREDIT PNP WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”), AMERICREDIT FUNDING CORP. IX, a Delaware corporation (“AFC”), individually and in its capacity as a seller (in such capacity, a “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), individually, in its capacity as a Seller (together with AFC, the “Sellers”) and in its capacity as servicer (in such capacity, the “Servicer”), the CLASS A PURCHASERS (as hereinafter defined) from time to time parties hereto, the AGENTS for the Purchaser Groups from time to time parties hereto (each such party, together with their respective successors in such capacity, an “Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, the Sellers, the Servicer, the Issuer and Wells Fargo Bank, National Association, as Backup Servicer (including its successors in such capacity, the “Backup Servicer”) and Trust Collateral Agent (including its successors in such capacity, the “Trust Collateral Agent”) are parties to the Sale and Servicing Agreement, dated as of September 5, 2007 (as the same may from time to time be amended, modified or otherwise supplemented, the “Sale and Servicing Agreement”);

WHEREAS, the Issuer, the Administrative Agent, the Trust Collateral Agent and Wells Fargo Bank, National Association, as Trustee (including its successors in such capacity, the “Trustee”) are parties to the Indenture, dated as of September 5, 2007 (as the same from time to time be amended, supplemented or otherwise modified, the “Indenture”);

WHEREAS, the Issuer proposes to issue and sell pursuant to the Indenture its Class A Floating Rate Asset Backed Notes (the “Class A Notes”), Class B Floating Rate Asset Backed Notes (the “Class B Notes”) and Class C Floating Rate Asset Backed Notes (the “Class C Notes”);

WHEREAS, the Class C Notes are subordinate to the Class A Notes and the Class B Notes, and the Class B Notes are subordinate to the Class A Notes;

WHEREAS, the Issuer proposes to establish a Net Spread Reserve Account (the “Net Spread Reserve Account”) and a Collateral Account (the “Collateral Account”) with the Trustee pursuant to the terms of the Indenture for the benefit of the holders of the Class A Notes, the Class B Notes and the Class C Notes;

WHEREAS, the Class A Purchasers are willing to purchase the Class A Notes in the amount of the Class A Initial Principal Balance (as defined in the Indenture) on the Closing Date (as hereinafter defined) and from time to time thereafter to advance Additional Class A Principal Amounts (as defined in the Indenture) on the terms and conditions provided for herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. All capitalized terms used herein as defined terms and not defined herein shall have the meanings given to them in Annex A to the Sale and Servicing Agreement or the Indenture.

“Adjusted Commitment” shall mean on any date of determination, with respect to a Committed Purchaser for a CP Conduit, such Committed Purchaser’s Commitment minus the sum of (a) the Class A Principal Balance held by such Committed Purchaser plus (b) the aggregate outstanding principal amount of its Support Advances to such CP Conduit (but excluding any Support Advances made to fund such CP Conduit’s obligations to pay interest, fees or other similar amounts relating to the funding of its making or maintaining its purchases hereunder).

“Adjusted Eurodollar Rate” shall mean, for any Fixed Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equivalent to the rate determined pursuant to the following formula:

Adjusted Eurodollar Rate	=	LIBOR Rate
		1-LIBOR Reserve Percentage

on the first day of such Fixed Period.

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“AFC” has the meaning specified in the preamble to this Agreement and includes any successor or permitted assignee thereof as provided in the Indenture, the Sale and Servicing Agreement and this Agreement.

“Affected Party” shall mean, with respect to any CP Conduit, any Support Party of such CP Conduit or any related Agent.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agreement” shall mean this Class A Note Purchase Agreement, as amended, supplemented or otherwise modified from time to time.

“Alternative Rate” for any Borrowing means a rate per annum equal to the Applicable LIBOR Spread per annum above the Adjusted Eurodollar Rate for such Borrowing; provided, however, that in the case of

(a) any Fixed Period on or after the first day on which a Committed Purchaser shall have notified the related Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other

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governmental authority asserts that it is unlawful, for such Committed Purchaser to fund such Borrowing at the Alternative Rate set forth above (and such Committed Purchaser shall not have subsequently notified such Agent that such circumstances no longer exist),

(b) any Fixed Period of less than seven days,

(c) in the event the Adjusted Eurodollar Rate is not reasonably available to any Agent for such a Fixed Period or does not adequately and fairly reflect the cost to a Committed Purchaser of funding such Borrowing, or

(d) any Fixed Period as to which the related Borrowing will not be funded by issuance of commercial paper, as determined by the related Agent later than 12:00 noon (New York City time) on the related Purchase Date,

the “Alternative Rate” shall be a floating rate per annum equal to the Prime Rate in effect on each day of such Fixed Period; provided, further, that the Administrative Agent (with the consent of the Committed Purchasers) and the Issuer may agree in writing from time to time upon a different “Alternative Rate.”

“AmeriCredit” has the meaning specified in the preamble to this Agreement and includes any successor or permitted assignee thereof as provided in the Indenture, the Sale and Servicing Agreement and this Agreement.

“Applicable LIBOR Spread” shall mean, with respect to a Purchaser Group, the rate identified as its “Applicable LIBOR Spread” in the Fee Letter to which the Agent for such Purchaser Group is a party.

“Assignee” and “Assignment” have the respective meanings specified in subsection 8.1(e) of this Agreement.

“Borrowing Notice” shall mean a notice substantially in the form of Exhibit D to the Indenture delivered by the Issuer to the Administrative Agent and each Agent pursuant to Section 12.6 of the Indenture and subsection 2.1(c) of this Agreement, requesting an advance of an Additional Class A Principal Amount.

“Class A Average Principal Balance” shall mean, with respect to any period, the sum of the Class A Principal Balances for each of the days during such period, divided by the number of days in such period.

“Class A Commitment Fee” has the meaning specified in subsection 2.3(c) of this Agreement.

“Class A Commitment Fee Rate” shall mean the applicable rate or rates identified as the “Class A Commitment Fee Rate” in the Supplemental Fee Letter.

“Class A Facility Limit” shall mean, for any day, the Total Commitment on such day.

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“Class A Mandatory Partial Amortization Amount” shall mean, with respect to a Partial Expiration Event, the sum of (i) the aggregate Percentage Interests of all Committed Purchasers which became Nonextending Class A Purchasers upon the occurrence of such Partial Expiration Event, times the Class A Principal Balance on the date on which such Partial Expiration Event occurred, plus (ii) for each such Committed Purchaser, such Committed Purchaser’s Liquidity Percentage times its related CP Conduit’s Percentage Interest of the Class A Principal Balance on the date on which such Partial Expiration Event occurred, in each case after giving effect to all purchases of and payments in respect of the Class A Principal Balance occurring through and including such date.

“Class A Monthly Costs and Expenses” shall mean on any date of determination any amounts then due and payable by the Issuer or either Seller (determined without regard to limitations on the sources of payment thereof) pursuant to this Agreement, other than Class A Monthly Interest and Fees and the Class A Principal Balance.

“Class A Monthly Interest and Fees” shall mean, for any Interest Period, the sum of (i) interest on the Class A Principal Balance for the Interest Period ended on the related Distribution Date computed pursuant to subsection 2.3(a) or 2.3(b) of this Agreement, as applicable, plus or minus (as the case may be) (ii) any Estimated Interest Adjustment for the immediately preceding Interest Period, plus (iii) the Class A Usage Fee with respect to such Interest Period, plus (iv) the Class A Commitment Fee with respect to such Interest Period.

“Class A Owners” shall mean the Class A Purchasers that are owners of record of the Class A Notes or, with respect to any Class A Note held by an Agent hereunder as nominee on behalf of Class A Purchasers in a Purchaser Group, the Class A Purchasers that are beneficial owners of such Class A Note as reflected on the books of such Agent in accordance with this Agreement and the Related Documents.

“Class A Principal Balance” shall mean, with respect to any date, an amount equal to the excess of (a) the sum of (i) the Class A Initial Principal Balance, plus (ii) the aggregate principal amounts of any Additional Class A Principal Amounts advanced pursuant to Section 12.6 of the Indenture, over (b) the aggregate amount of any principal payments made to Class A Owners pursuant to the Sale and Servicing Agreement and the Indenture through and including such date.

“Class A Purchasers” shall mean, collectively, the CP Conduits and the Committed Purchasers.

“Class A Notes” has the meaning specified in the recitals to this Agreement.

“Class A Usage Fee” has the meaning specified in subsection 2.3(c) of this Agreement.

“Class A Usage Fee Rate” shall mean the applicable rate or rates identified as the “Class A Usage Fee Rate” in the Supplemental Fee Letter.

“Collateral Receipt” means a Custodian’s Acknowledgment in the form of Schedule A to the Custodian Agreement.

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“Commercial Paper Notes” shall mean, with respect to a CP Conduit, the short-term promissory notes or extendable money market notes issued by such CP Conduit or its applicable financing conduit which are allocated by such CP Conduit as its funding for its purchasing or maintaining its Percentage Interest of the Class A Principal Balance hereunder.

“Commercial Paper Rate” shall mean, with respect to a CP Conduit, the rate identified as its “Commercial Paper Rate” in the Fee Letter to which such CP Conduit or its Agent is a party.

“Commitment” shall mean, for any Committed Purchaser, the maximum amount of such Class A Purchaser’s commitment to purchase a portion of the Class A Principal Balance, as set forth on Schedule I hereto or the Transfer Supplement or Joinder Supplement by which such Committed Purchaser became a party to this Agreement or assumed the Commitment (or a portion thereof) of another Class A Purchaser, as such amount may be adjusted from time to time pursuant to Section 2.2 of this Agreement or pursuant to Transfer Supplement(s) executed by such Class A Purchaser and its Assignee(s) and delivered pursuant to Section 8.1 of this Agreement. In the event that a Committed Purchaser which maintains a portion of its Commitment hereunder in relation to more than one CP Conduit, such Class A Purchaser shall be deemed to have issued separate Commitments hereunder in each such capacity.

“Commitment Termination Date” shall mean, with respect to a Committed Purchaser, September 3, 2008, as such date may be extended by such Committed Purchaser from time to time in accordance with subsection 2.2(c) hereof.

“Committed Purchaser” shall mean, with respect to a CP Conduit, each Class A Purchaser identified as a Committed Purchaser for such CP Conduit on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which such CP Conduit became a party hereto, and any Assignee of such Class A Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such Class A Purchaser.

“Conduit Borrower” shall mean an entity which is designated as a Conduit Borrower on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which it became a party to this Agreement, which entity will fund its purchases of Class A Notes hereunder by borrowing from a specified financing conduit.

“CP Conduit” shall mean any Class A Purchaser which is designated as a CP Conduit on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which it became a party to this Agreement; provided, however, that if the entity signing this Agreement or such Transfer Supplement or Joinder Supplement specifies on the related signature page that it is a Conduit Borrower with respect to a financing conduit identified on such signature page, then, with respect to such Class A Purchaser, “CP Conduit” shall mean, collectively, such Conduit Borrower and such specified financing conduit.

“CP Conduit Consolidation Event” shall mean the occurrence of any of the following events (i) the Securities and Exchange Commission, any banking regulatory authority or any other official body having jurisdiction over any Committed Purchaser or Agent or any of the Affiliates of such Committed Purchaser or Agent, shall require the consolidation of the assets

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and liabilities of any CP Conduit or its related financing conduit on the balance sheet of such Committed Purchaser, Agent or Affiliate, or shall require that capital be maintained with respect thereto under any capital requirements as if such assets were owned by such Committed Purchaser, Agent or Affiliate, (ii) the independent auditors for any such Committed Purchaser, Agent or Affiliate shall have advised such Committed Purchaser, Agent or Affiliate in writing that in their opinion such consolidation is required by GAAP or applicable law, rule or regulations, (iii) any Affected Party shall determine that any arrangement or transaction contemplated by this Agreement or any Related Documents will impose any adverse regulatory impact on such Affected Party, including, without limitation, any cost or expense described in Section 2.4 hereof; or (iv) any CP Conduit or its related financing conduit shall determine that it may be required to register as an investment company under the Investment Company Act of 1940, as amended.

“Dissenting Purchaser” has the meaning specified in subsection 2.2(c) of this Agreement.

“Downgraded Purchaser” has the meaning specified in subsection 8.1(j) of this Agreement.

“Election Period” has the meaning specified in subsection 2.2(c) of this Agreement.

“Estimated Interest Adjustment” has the meaning specified in subsection 2.3(i) of this Agreement.

“Excluded Taxes” has the meaning specified in subsection 2.5(a) of this Agreement.

“Fixed Period” means with respect to any Borrowing (or portion thereof):

(a) the period commencing on the date of the initial funding of such Borrowing (or such portion) and ending such number of days thereafter as the Issuer shall select in accordance with Section 2.3(b); and

(b) thereafter, each period commencing on the last day of the immediately preceding Fixed Period for such Borrowing (or such portion) and ending such number of days thereafter as the Issuer shall then select in accordance with Section 2.3(b);

provided, however, that:

(i) any Fixed Period in respect of which interest on the Class A Notes is computed by reference to the Alternative Rate shall be a period of from one to and including 29 days (if reasonably available to the Agents), or a period of one month (or such longer period as is agreed to by the Issuer and the Agents), as the Issuer may select by written notice to the Agents furnished not later than 12:00 noon (New York City time) on the second Business Day preceding the first day of such Fixed Period;

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(ii) any such Fixed Period (other than a Fixed Period consisting of one day) that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day (unless the related Borrowing shall be accruing interest at a rate determined by reference to the LIBOR Rate, in which case if such succeeding Business Day is in a different calendar month, such Fixed Period shall instead be shortened to the next preceding Business Day);

(iii) in the case of Fixed Periods of one day, (A) the initial Fixed Period shall be the day of the initial funding of such Borrowing, and (B) any subsequently occurring Fixed Period that is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and if the immediately preceding Fixed Period is one day, shall be the next day following such immediately preceding Fixed Period;

(iv) if any Fixed Period for any Borrowing that commences before the Stated Maturity Date would otherwise end on a date occurring after the Stated Maturity Date, such Fixed Period shall end on the Stated Maturity Date and the duration of each such Fixed Period that commences on or after the Stated Maturity Date or the date on which the payment of principal on the Notes has been accelerated, if any, shall be of such duration as shall be selected by the Agents; and

(v) if the Alternative Rate becomes applicable to any Borrowing previously funded at the Commercial Paper Rate or if the Alternative Rate applicable to any Borrowing changes from the Adjusted Eurodollar Rate to the Prime Rate, the Fixed Period previously selected for such Borrowing shall terminate and the Fixed Period for such Borrowing shall be that selected by the Issuer by written notice to the Agents after it receives notice of such change.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Indemnitee” has the meaning specified in subsection 2.6(a) of this Agreement.

“Indenture” has the meaning specified in the recitals to this Agreement.

“Interest Period” shall mean, with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date.

“Interest Rate Determination Date” shall mean, for any Interest Period, the Business Day immediately preceding the Determination Date for such Interest Period.

“Investing Office” shall mean initially, the office of any Class A Purchaser (if any) designated as such, on the signature pages hereto or in the Transfer Supplement or the Joinder Supplement by which it became a party to this Agreement, and thereafter, such other

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office of such Class A Purchaser or such Assignee as may be designated in writing to the applicable Agent, the Administrative Agent, the Servicer and the Trustee by such Class A Purchaser or Assignee.

“Investment Letter” means a letter substantially in form of Exhibit A hereto.

“Joinder Supplement” means an agreement among one or more Class A Purchasers, the Issuer, AmeriCredit, an Agent and the Administrative Agent in the form of Exhibit C hereto (appropriately completed).

“LIBOR Rate” shall mean, with respect to any Fixed Period, the rate per annum shown on Reuters Screen LIBOR01 Page as the composite offered rate for London interbank deposits for a period equal to such Fixed Period, as shown under the heading “USD” as of 11:00 a.m., London time, two Business Days prior to the first day of such Fixed Period; provided that in the event no such rate is shown, the LIBOR Rate shall be the rate per annum based on the rates at which Dollar deposits for a period equal to such Fixed Period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, two London Business Days prior to the first day of such Fixed Period (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided further that in the event fewer than two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits in Dollars are offered by the principal office of JPMorgan in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Fixed Period for delivery on such first day and for a period equal to such Fixed Period.

“LIBOR Reserve Percentage” shall mean, with respect to any Fixed Period, a percentage (expressed as a decimal) equal to the weighted average of the percentages in effect during such Interest Period, as prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to “Eurocurrency liabilities” pursuant to Regulation D or any other applicable regulation of the Federal Reserve Board (or any successor thereto) which prescribes reserve requirements applicable to “Eurocurrency liabilities” as currently defined in Regulation D.

“Liquidity Percentage” shall mean, for a Committed Purchaser for a CP Conduit, such Committed Purchaser’s Adjusted Commitment with respect to such CP Conduit as a percentage of the aggregate Adjusted Commitments of all Committed Purchasers for such CP Conduit.

“Majority Class A Owners” shall mean, at any time, Class A Owners having more than 51% of the aggregate Percentage Interests of all Class A Owners.

“Majority Class A Purchasers” shall mean, at any time, Committed Purchasers having Commitments aggregating more than 51% of the Total Commitment.

“Maximum Purchase Amount” shall mean, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

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“Net Spread Reserve Account” has the meaning specified in the recitals to this Agreement.

“Nonextending Class A Purchaser” shall mean, after its respective Commitment Termination Date, each Committed Purchaser which has declined to extend such Commitment Termination Date in accordance with subsection 2.2(c) hereof.

“Partial Expiration Event” has the meaning specified in subsection 2.2(c) of this Agreement.

“Participant” has the meaning specified in subsection 8.1(d) of this Agreement.

“Participation” has the meaning specified in subsection 8.1(d) of the Agreement.

“Percentage Interest” shall mean, as to any Class A Purchaser at any time of determination, the percentage equivalent of a fraction the numerator of which shall be an amount equal to the portion of the unpaid principal amount of the Class A Principal Balance owing to such Class A Purchaser (or, if no amount of the Class A Principal Balance is outstanding, the amount of its Commitment, if any) at such time (after giving effect to all Assignments effective on or prior to such time of determination) and the denominator of which shall be an amount equal to the aggregate Class A Principal Balance (or, if no amount of the Class A Principal Balance is outstanding, the Total Commitment) at such time.

“Permitted Transferee” shall mean (i) each Class A Purchaser, each Support Party, each Agent (in its individual capacity), the Administrative Agent (in its individual capacity) and, with respect to each transferring Class A Purchaser, any commercial paper conduit administered by the related Agent, (ii) each other Person who has been consented to as a potential Transferee by the Sellers (which consent shall not be withheld (except for a commercially reasonable purpose or reason) or delayed) and (iii) after the occurrence of an Event of Default, any other Person.

“Prime Rate” shall mean, for any day, a fluctuating rate of interest per annum equal to the higher of: (i) a fluctuating rate of interest per annum equal to the “Prime Rate” most recently published in the Wall Street Journal and described as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks”, and (ii) 0.50% above the rate per annum at which JPMorgan, as a branch of a foreign bank, in its reasonable discretion, can acquire federal funds in the interbank overnight federal funds market, through brokers of recognized standing or otherwise, as most recently determined by JPMorgan. The Prime Rate is not necessarily intended to be the lowest rate of interest determined by JPMorgan, in connection with extensions of credit.

“Purchase Date” shall mean the Closing Date and each Borrowing Date.

“Purchase Termination Date” shall mean, for each Class A Purchaser, the earliest to occur of (i) the Commitment Termination Date for such Purchaser or, with respect to a Class A Purchaser which is a CP Conduit, the first date on which Commitment Termination Dates for all its Committed Purchasers have occurred, (ii) the date of any termination of the Total Commitment, in whole, by the Issuer pursuant to Section 2.2 and (iii) the effective date on which the Commitments are terminated or deemed terminated pursuant to Section 2.8.

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“Purchaser Group” shall mean each group of Class A Purchasers consisting of (i) a CP Conduit, and (ii) the Committed Purchasers with respect to such CP Conduit.

“Purchaser Percentage” shall mean, with respect to a CP Conduit, its Maximum Purchase Amount as a percentage of the Total Commitment.

“Regulatory Change” shall mean, as to each Class A Purchaser, any change occurring after the date of the execution and delivery of this Agreement or, if later, the date of the execution and delivery of the Transfer Supplement or the Joinder Supplement by which it became party to this Agreement; in the case of a Participant, any change occurring after the date on which its Participation became effective, or in the case of a Support Party, any change occurring after the date it became such a Support Party, in any (or the adoption after such date of any new):

(i) United States Federal or state law or foreign law applicable to such Class A Purchaser, Participant or Support Party; or

(ii) regulation, interpretation, directive, guideline or request (whether or not having the force of law) applicable to such Class A Purchaser, Participant or Support Party of any court or other judicial authority or any Governmental Authority charged with the interpretation or administration of any law referred to in clause (i) or of any fiscal, monetary or other Governmental Authority or central bank having jurisdiction over such Class A Purchaser, Participant or Support Party.

“Related Documents” shall mean, collectively, this Agreement (including all effective Supplemental Fee Letters, Transfer Supplements, and Joinder Supplements), the other Note Purchase Agreements, the Indenture, the Master Sale and Contribution Agreement, the Sale and Servicing Agreement, each Supplement, the Notes, and all supplements, agreements and instruments related thereto.

“Replacement Purchaser” has the meaning specified in subsection 2.5(d).

“Required Class A Owners” shall mean, at any time, Class A Owners having more than 66-2/3% of the aggregate Percentage Interests of all Class A Owners.

“Required Class A Purchasers” shall mean, at any time, Committed Purchasers having Commitments aggregating more than 66-2/3% of the Total Commitment.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System).

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“Reuters Screen LIBOR01 Page” shall mean the display designated on the Reuters Monitor Money Rates Service (or any other page that replaces that page on that service for the purpose of displaying comparable name or rates).

“Sale and Servicing Agreement” has the meaning specified in the recitals to this Agreement.

“Supplemental Fee Letter” shall mean the letter agreement, designated therein as the Supplemental Fee Letter and then in effect, entered into on the Closing Date among AmeriCredit, the Issuer and the Administrative Agent, for the benefit of, among others, the Class A Purchasers.

“Support Advances” shall mean, with respect to a Committed Purchaser and its related CP Conduit, any participation held by such Committed Purchaser in such CP Conduit’s Percentage Interest in the Class A Principal Balance which was purchased from such CP Conduit pursuant to a Support Facility and any loans or other advances made by such Committed Purchaser to such CP Conduit pursuant to a Support Facility to fund such CP Conduit’s making or maintaining its purchases hereunder.

“Support Facility” shall mean any liquidity or credit support agreement with a CP Conduit which relates to this Agreement (including any agreement to purchase an assignment of or participation in Class A Notes).

“Support Party” shall mean any other bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account of a CP Conduit (including by agreement to purchase an assignment of or participation in Class A Notes, by swap agreement, surety or guaranty or by other agreement to provide credit or liquidity enhancement) under a Support Facility. Each Committed Purchaser for a CP Conduit (other than a Committed Purchaser which is also a CP Conduit) shall be deemed to be a Support Party for such CP Conduit.

“Taxes” has the meaning specified in subsection 2.5(a) of this Agreement.

“Termination Date” shall mean the first date on which the Purchase Termination Date for all Class A Purchasers has occurred.

“Termination Event” shall mean:

(a) the occurrence of any Event of Default or Servicer Termination Event or the occurrence of an event or condition which would be an Event of Default or Servicer Termination Event but for a waiver of such event by the Noteholders or the Trustee (unless waived by the Required Class A Owners and Required Class A Purchasers);

(b) any breach on the part of the Issuer, AFC, either Seller, AmeriCredit or the Servicer of any representation or warranty made or deemed made in this Agreement, which breach continues unremedied for a period of 30 days after the earlier of the date on which the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, shall have had actual knowledge of such breach and the date on which written notice thereof, requiring the same to be

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remedied, shall have been given to the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, by the Administrative Agent, Required Class A Owners or Required Class A Purchasers; provided, however, that a Termination Event shall be deemed not to have occurred under this clause (b) with respect to a breach of a representation or warranty made or deemed made in this Agreement with respect to a Receivable if the Seller has accepted reassignment of such Receivable in accordance with the terms and conditions of the Sale and Servicing Agreement;

(c) any failure on the part of the Issuer, AFC, either Seller, AmeriCredit or the Servicer duly to observe or perform in any material respect any of the covenants or agreements on its part to be observed or performed contained in this Agreement (other than as provided in clauses (a) or (b) above) which continues unremedied for a period of 30 days after the earlier of the date on which the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, shall have had actual knowledge of such breach and the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, by the Administrative Agent, Required Class A Owners or Required Class A Purchasers.

“Total Commitment” shall mean, on any date of determination, the aggregate Commitments of the Committed Purchasers with respect to the Class A Notes.

“Transfer” has the meaning specified in subsection 8.1(c) of this Agreement.

“Transfer Supplement” has the meaning specified in subsection 8.1(e) of this Agreement.

“Transferee” has the meaning specified in subsection 8.1(c) of this Agreement.

“Trustee” has the meaning specified in the recitals to this Agreement.

“written” or “in writing” (and other variations thereof) shall mean any form of written communication or a communication by means of telex, telecopier device, telegraph or cable.

SECTION 1.2. Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “hereof”, “herein”, and “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; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation”.

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ARTICLE II

AMOUNT AND TERMS OF COMMITMENTS

SECTION 2.1. Purchases.

(a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of the Class A Initial Principal Balance for a purchase price equal to the portion the Class A Initial Principal Balance so purchased.

(b)(i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class A Principal Amount offered for purchase pursuant to Section 12.6 of the Indenture and subsection 2.1(c) hereof.

(ii) On and subject to the terms and conditions of this Agreement, the Committed Purchasers agree to make purchases of Additional Class A Principal Amounts on or prior to the related Commitment Termination Date.

(c) Each purchase of any Additional Class A Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 9:00 a.m., New York City time, on the Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class A Principal Amount which is requested from the Class A Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class A Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class A Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class A Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, in the aggregate equal at least $50,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class B Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class A Purchaser.

(d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class A

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Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article III hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class A Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class A Initial Principal Balance or the Additional Class A Principal Amount, as applicable, so purchased.

(e) Each Class A Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class A Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date.

(f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s Committed Purchasers shall purchase a portion of the Class A Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with

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subsection 2.1(d) of this Agreement. Subject to such Agent’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture.

(g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class A Principal Amount which would result in its Percentage Interest of the Class A Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class A Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Class A Purchaser be obligated to purchase any Additional Class A Principal Amount, to the extent that, after giving effect to such Additional Class A Principal Amount, the Class A Principal Balance would exceed the Class A Facility Limit.

SECTION 2.2. Reductions and Extensions of Commitments.

(a) At any time the Issuer may, upon at least two Business Days’ prior written notice to the Administrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $25,000,000 or integral multiples of $5,000,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each CP Conduit, pro rata based on the Purchaser Percentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers for each CP Conduit pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least “A-1” or the equivalent by any two of Standard & Poor’s, Moody’s and Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such CP Conduit which is a Downgraded Purchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).

(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class A Purchaser shall be automatically reduced to zero.

(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Class A Purchaser consent to an extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Class A Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and after giving effect to such extension, the Commitment Termination Date will not be more than 364 days from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Class A Purchaser in its Purchaser Group thereof.

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Not more than 60 days following the date of a request for an extension (such 60-day period, the “Election Period”), each Class A Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Class A Purchaser not later than the Business Day following the last day of the Election Period. Any Class A Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class A Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class A Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) “Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Class A Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Class A Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.

(d) Within two Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Class A Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment, if any. Any of such Agent, the Issuer or, if the Dissenting Purchaser is a Committed Purchaser, the affected CP Conduit, may (but shall not be required to) request one or more other Class A Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, if the Dissenting Purchaser is a Committed Purchaser, the affected CP Conduit in its sole discretion, or seek another financial institution reasonably acceptable to such Agent and, if the Dissenting Purchaser is a Committed Purchaser acceptable to the affected CP Conduit in its sole discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Sale and Servicing Agreement and the Indenture in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Sale and Servicing Agreement and the Indenture to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Class A Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder.

(e) If a Partial Expiration Event shall have occurred, the Issuer shall give a notice pursuant to Section 10.4 of the Indenture to cause a Limited Amortization Period to commence with the first Collection Period after the applicable Commitment Termination Date, and shall specify with respect to such Limited Amortization Period a Class A Limited Amortization Amount at least equal to the related Class A Mandatory Partial Amortization Amount.

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SECTION 2.3. Interest, Fees, Expenses, Payments, Etc.

(a) Interest shall accrue on the Class A Principal Balance during each Interest Period at the following rates:

(i) Each CP Conduit’s Percentage Interest of the Class A Principal Balance shall bear interest on each day during each Interest Period at a rate per annum equal to such CP Conduit’s Commercial Paper Rate for such day, except as otherwise provided in clause (ii) below.

(ii) If and to the extent that, and only for so long as, a CP Conduit or its related financing conduit at any time determines in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper Notes in the commercial paper market of the United States to finance its purchase or maintenance of its Percentage Interest of the Class A Principal Balance or any portion thereof (which determination may be based on any allocation method employed in good faith by such CP Conduit), including by reason of market conditions or by reason of insufficient availability under any of its Support Facilities or the downgrading of any of its Support Parties, upon notice from such CP Conduit to the Agent for its Purchaser Group and the Administrative Agent, such portion of such CP Conduit’s Percentage Interest of the Class A Principal Balance shall bear interest at a rate per annum equal to the Alternative Rate, rather than as otherwise determined pursuant to clause (i) above.

(iii) Each Committed Purchaser’s (other than a Committed Purchaser which is a CP Conduit) Percentage Interest of the Class A Principal Balance shall bear interest for each Interest Period at a rate per annum equal to the Alternative Rate.

(b) The Issuer shall select the duration of the initial and each subsequent Fixed Period relating to each Borrowing subject to the limitations set forth in the definition of Fixed Period. The Issuer shall give the Administrative Agent and each Agent written notice of such selections (i) with respect to each initial Fixed Period, in the related Borrowing Notice and (ii) with respect to each subsequent Fixed Period, in a notice in the form of Exhibit D hereto, delivered prior to 11:00 a.m., New York City time, on the day before the first day of such Fixed Period, provided that if the Issuer shall fail to deliver any such notice, it shall be deemed to have selected a Fixed Period of one day. Unless consented to by each Agent, the aggregate number of Fixed Periods for all Borrowings outstanding at any one time hereunder shall not exceed 10. (A CP Conduit or its related financing conduit may issue Commercial Paper Notes with such maturities as it determines in its sole discretion regardless of the Fixed Period selected by the Issuer.)

(c) The Class A Purchasers shall be entitled to be paid, as a part of Class A Monthly Interest and Fees payable on each Distribution Date, (i) a fee (the “Class A Usage Fee”) in the aggregate amount equal to the Class A Average Principal Balance for the immediately preceding Interest Period times a rate per annum equal to the Class A Usage Fee Rate, plus (ii) a fee (the “Class A Commitment Fee”) in the aggregate amount equal to (A) the Total Commitment times (B) a rate per annum equal to the Class A Commitment Fee Rate. In addition, the Issuer agrees to pay to the Administrative Agent, for the account of itself or the Agents and Class A Purchasers, as the case may be, the amounts set forth in Section 1 of the Supplemental Fee Letter entered into on the Closing Date between the Issuer and the Administrative Agent at the times specified therein.

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(d) The principal of and Class A Monthly Interest and Fees in respect of the Class A Notes shall be paid as provided in the Sale and Servicing Agreement and the Indenture. In the case of Class A Notes held by an Agent as agent for members of its Purchaser Group, such Agent shall allocate to the Class A Owners in its Purchaser Group each payment in respect of the Class A Notes received by such Agent in its capacity as Class A Noteholder as provided herein. Payments in reduction of the portion of the Class A Principal Balance evidenced by a Class A Note shall be allocated and applied to Class A Owners of such Class A Note pro rata based on their respective Percentage Interests of the Class A Principal Balance, or in any such case in such other proportions as each affected Class A Purchaser may agree upon in writing from time to time with such Agent and the Issuer; provided that from and after the occurrence of a Partial Expiration Event until the earlier to occur of (i) the Purchase Termination Date and (ii) the date on which (A) the aggregate amount of payments in reduction of the Class A Principal Balance made after the date of the occurrence of the related Partial Expiration Event equals (B) the related Class A Mandatory Partial Amortization Amount, payments in reduction of the portion of the Class A Principal Balance shall be allocated and applied to Nonextending Class A Purchasers and related CP Conduits pro rata based on their respective shares of the Class A Principal Balance which were used to determine such Class A Mandatory Partial Amortization Amount. Payments of interest in respect of the portion of the Class A Principal Balance evidenced by a Class A Note shall be allocated and applied to Class A Owners of such Class A Note pro rata based upon the respective amounts of interest due and payable to them, determined as provided above in subsection 2.3(a). Payments of the Class A Usage Fee shall be allocated and paid to Class A Owners pro rata based upon their respective interest in the Class A Principal Balance for the applicable Interest Period. Payments of the Class A Commitment Fee shall be allocated and paid to the Agent for each Purchaser Group pro rata based on the aggregate Commitments of the Class A Purchasers in such Purchaser Group. Each Class A Purchaser in a Purchaser Group shall be entitled to receive the share of the Class A Commitment Fee allocated to such Purchaser Group as may be agreed upon from time to time between such Class A Purchaser and the Agent for such Purchaser Group.

(e) Any principal, interest (including interest payable pursuant to this clause (e)), fees or other amounts due and payable hereunder (without regard to any limitations set forth herein on the sources from which such amount may be paid) which are not paid to the Administrative Agent or the Agents, as the case may be, prior to the times set forth in Section 2.3(g) on the due date thereof (whether due pursuant to acceleration or otherwise) shall accrue interest (after as well as before judgment) at the Prime Rate from time to time in effect plus 2.0% per annum from and including the due date thereof to but excluding the date such amount is actually paid. Accrued and unpaid interest in respect of overdue Class A Monthly Interest and Fees, shall be payable as a part of Class A Monthly Interest and Fees on each Distribution Date. Any overdue principal, any accrued and unpaid interest payable pursuant to this subsection 2.3(e) in respect of overdue fees or other amounts not described in the preceding sentence shall be payable on demand and in any event on each Distribution Date by the party obligated to pay such overdue amount.

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(f) Unless otherwise specified in an applicable Fee Letter, interest calculated by reference to the Commercial Paper Rate or the Adjusted Eurodollar Rate shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated by reference to the Prime Rate shall be calculated on the basis of a 365- or 366-day year, as applicable, for the actual days elapsed. Class A Usage Fees, Class A Commitment Fees and other periodic fees or amounts payable hereunder shall be calculated, unless otherwise specified in the Supplemental Fee Letter, on the basis of a 360-day year and for the actual days elapsed.

(g) All payments to be made hereunder or under the Sale and Servicing Agreement or the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim in United States dollars and in immediately available funds and shall be made (x) in the case of payments due on an Interim Distribution Date, prior to 2:30 p.m., New York City time, on the due date thereof to each Agent at its account specified on the signature pages hereof or as otherwise directed pursuant to subsection 9.2(b) hereof, and (y) in the case of all other payments, including payments due on Distribution Dates, prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent at its account specified in subsection 9.2(b) hereof. Payments received by an Agent or the Administrative Agent after 2:30 p.m., New York City time, shall be deemed to have been made on the next Business Day. The Administrative Agent will distribute such payments received by it to the Agents promptly upon receipt, but no later than 2:00 p.m., New York City time, on the day received if such payment is received prior to 12:00 noon, New York City time, and no later than 12:00 noon, New York City time, on the Business Day after such payment is received if received after 12:00 noon, New York City time. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Trustee, the Issuer or the Servicer makes a payment to the Administrative Agent or an Agent or Class A Purchaser or (ii) the Administrative Agent or an Agent or Class A Purchaser receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency law, state or Federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Administrative Agent or such Agent or Class A Purchaser, as the case may be.

(h) If its Percentage Interest of the Class A Principal Balance then exceeds zero, each CP Conduit shall notify the Agent for its Purchaser Group at or before 4:00 p.m. on the date on which the Alternative Rate becomes applicable to its Percentage Interest of the Class A Principal Balance or a portion thereof pursuant to subsection 2.3(a)(ii) of this Agreement, of the applicability thereof. Each CP Conduit shall notify such Agent at or before 4:00 p.m., New York City time, on each Interest Rate Determination Date of (x) the estimate of the interest payable to such CP Conduit for the Interest Period ending on the succeeding Distribution Date (such notification may be based on such CP Conduit’s good faith estimate of the Commercial Paper Rate if the actual rate is not then known to such CP Conduit) and (y) the amount of any variation between interest payable to such CP Conduit for the preceding Interest Period based on

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such notices and estimates and interest which should have been payable to such CP Conduit for such Interest Period based on its final determination of the Commercial Paper Rate for such Interest Period. The amount of any shortfall in interest based on such variation shall be included in the portion of Class A Monthly Interest and Fees payable to such CP Conduit on the following Distribution Date, and the amount of any overpayment of interest to such CP Conduit based on such variation shall be credited, dollar for dollar, against the portion of Class A Monthly Interest and Fees otherwise payable to such CP Conduit for the following Interest Period. Each determination by a CP Conduit of its applicable Commercial Paper Rate pursuant to this Agreement shall be conclusive and binding on the Class A Purchasers, each Agent, the Administrative Agent, the Issuer, the Servicer and the Trustee in the absence of manifest error.

(i) If the Percentage Interest of the Class A Principal Balance of a CP Conduit then exceeds zero, the Agent for its Purchaser Group shall notify the Issuer and the Servicer before 4:00 p.m. on the date on which the Alternative Rate becomes applicable to the Percentage Interest of the Class A Principal Balance of such Class A Purchaser in such Purchaser Group (or a portion thereof) pursuant to subsection 2.3(a)(ii) of this Agreement, of the occurrence thereof. On each date on which the Alternative Rate is applicable to any portion of the Class A Principal Balance and the Adjusted Eurodollar Rate or the Prime Rate changes, the Administrative Agent shall notify the Issuer and the Servicer of the Alternative Rate and the Prime Rate, if then applicable to any portion of the Class A Principal Balance. For such purposes, the Agents may rely conclusively on notices from CP Conduits as to the interest rate or rates from time to time applicable to their respective Percentage Interest of the Class A Principal Balance. Each Agent shall notify the Administrative Agent on or before each Interest Rate Determination Date of (x) the interest payable to the Class A Purchasers in its Purchaser Group for the Interest Period ending on the succeeding Distribution Date (such notification from an Agent may be based on each CP Conduit’s notices and estimates of the Commercial Paper Rate as provided to such Agent pursuant to subsection 2.3(h) hereof) and (y) the amount of any variation between the amount of interest payable on the Percentage Interest of the Class A Principal Balance of Class A Purchasers in its Purchaser Group based on notices and estimates delivered pursuant to this subsection 2.3(i) and the actual amount thereof for the preceding Interest Period. The amount of any shortfall in interest based on such variation shall be a positive “Estimated Interest Adjustment” for such Interest Period, and the amount of any overpayment of interest based on such variation shall be a negative “Estimated Interest Adjustment” for such Interest Period. Any positive Estimated Interest Adjustment for an Interest Period shall be deemed not due on the Distribution Date for such Interest Period, but shall be due on the Distribution Date related to the next succeeding Interest Period and in any event on the final Distribution Date for Class A Notes. An Estimated Interest Adjustment shall not bear interest, unless not paid when due as provided in the preceding sentence. Each determination of the Commercial Paper Rate, the Alternative Rate and the Prime Rate by the Administrative Agent or an Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Class A Purchasers, the Issuer, the Administrative Agent, the Servicer and the Trustee in the absence of manifest error.

(j) On the Business Day prior to each Interim Distribution Date, each Class A Purchaser shall notify the Agent for its Purchaser Group, and each Agent shall notify the Administrative Agent, of the amount of interest accrued and unpaid on the portion of the Class A Principal Balance held by such Class A Purchaser or Purchaser Group, as the case may be, which is scheduled to be repaid on such Interim Distribution Date.

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(k) Notwithstanding anything contained herein or in the Supplemental Fee Letter, from and after the occurrence of a Termination Event, whether or not declared, the Class A Principal Balance shall accrue interest (after as well as before judgment) at the Prime Rate from time to time in effect plus 2.0%.

SECTION 2.4. Requirements of Law.

(a) In the event that any Class A Purchaser shall have reasonably determined that any Regulatory Change shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, such Class A Purchaser and the result of any of the foregoing is to increase the cost to such Class A Purchaser, by an amount which such Class A Purchaser deems to be material, of maintaining its Commitment or its interest in the Class A Notes or to reduce any amount receivable in respect thereof, then, in any such case, after submission by such Class A Purchaser to the Agent for its Purchaser Group of a written request therefor and the submission by such Agent to the Issuer and the Servicer of such written request therefor, such Class A Purchaser (through the Agent for its Purchaser Group) shall be entitled to be paid, but only to the extent funds are then or thereafter become available therefor pursuant to subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement, any additional amounts necessary to compensate such Class A Purchaser for such increased cost or reduced amount receivable, to the extent not already reflected in the applicable interest rate, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this subsection 2.4(a), if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

(b) In the event that any Class A Purchaser shall have reasonably determined that any Regulatory Change regarding capital adequacy has the effect of reducing the rate of return on such Class A Purchaser’s capital or on the capital of any Person controlling such Class A Purchaser as a consequence of its obligations hereunder or its maintenance of its Commitment or its interest in the Class A Notes to a level below that which such Class A Purchaser or such Person could have achieved but for such Regulatory Change (taking into consideration such Class A Purchaser’s or such Person’s policies with respect to capital adequacy) by an amount deemed by such Class A Purchaser or such Person to be material, then, from time to time, after submission by such Class A Purchaser to the Agent for its Purchaser Group of a written request therefor and submission by such Agent to the Issuer and the Servicer of such written request therefor, such Class A Purchaser (through the Agent for its Purchaser Group) shall be entitled to be paid, but only to the extent funds are then or thereafter become available therefor pursuant subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement, such additional amount or amounts as will compensate such Class A Purchaser or such Person, as applicable, for such reduction, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this subsection 2.4(b) of this Agreement, if such request is received by the Issuer and the Servicer no later than five Business Days prior to the

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Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date). Nothing in this subsection 2.4(b) shall be deemed to require the Issuer to pay any amount to a Class A Purchaser to the extent such Class A Purchaser has been compensated therefor under another provision of this Agreement or to the extent such amount is already reflected in the applicable interest rate.

(c) Each Class A Purchaser agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to subsections 2.4(a) and 2.4(b) of this Agreement, including but not limited to designating a different Investing Office for its Class A Notes (or any interest therein) if such designation will avoid the need for, or reduce the amount of, any increased amounts referred to in subsection 2.4(a) or 2.4(b) hereof and will not, in the reasonable opinion of such Class A Purchaser, be unlawful or otherwise disadvantageous to such Class A Purchaser or inconsistent with its policies or result in any unreimbursed cost or expense to such Class A Purchaser or in an increase in the aggregate amount payable under subsections 2.4(a) and 2.4(b) hereof. If such claim is not eliminated by any such designation or no such designation is done and the Class A Purchaser does not waive payment of such amount, the Issuer shall have the right to procure a replacement purchaser which is not so affected and which is reasonably acceptable to the Agent for the related Purchaser Group and the Administrative Agent (a “Replacement Purchaser”) to replace such Class A Purchaser. No replacement of a Class A Purchaser shall be effected pursuant to this subsection 2.4(c) if, after giving effect thereto, any amounts shall be owing to the replaced Class A Purchaser hereunder. Each affected Class A Purchaser hereby agrees to take, at the Issuer’s expense, all actions necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

Notwithstanding the foregoing, (i) if the Class A Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the entire Purchase Group related to such Committed Purchaser shall be replaced and (ii) if the Class A Purchaser being replaced pursuant to this subsection is a CP Conduit, the Replacement Purchaser shall be acceptable to all related Committed Purchasers. In the event that a proposed Replacement Purchaser designated by the Issuer and approved by the applicable Agent and the Administrative Agent as provided in this subsection is not acceptable to the applicable Committed Purchasers, and another replacement Class A Purchaser has not been promptly procured as provided in this subsection with the consent of all affected parties, then any Class A Purchaser which failed to consent to such replacement may be replaced by a Replacement Purchaser as provided in this subsection.

(d) Each Class A Purchaser claiming increased amounts described in subsection 2.4(a) or 2.4(b) of this Agreement will furnish to the Agent for its Purchaser Group (together with its request for compensation) a certificate prepared in good faith setting forth the basis and the calculation of the amount (in reasonable detail) of each request by such Class A Purchaser for any such increased amounts referred to in subsection 2.4(a) or 2.4(b) hereof. Any such certificate shall be conclusive absent manifest error, and such Agent shall deliver a copy thereof to the Issuer and the Servicer. Failure on the part of any Class A Purchaser to demand compensation for any amount pursuant to subsection 2.4(a) or 2.4(b) hereof with respect to any period shall not constitute a waiver of such Class A Purchaser’s right to demand compensation with respect to such period; provided, however, notwithstanding the foregoing provisions of this Section 2.4, a Class A Purchaser shall not be compensated for any such amount relating to any period ending, and of which such Class A Purchaser has had knowledge, more than six months

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prior to the date that such Class A Purchaser notifies the Issuer and the Servicer in writing thereof or for any amounts resulting from a change by any Class A Purchaser of its Investing Office (other than changes required by law or changes made pursuant to subsection 2.4(c)).

SECTION 2.5. Taxes.

(a) All payments made to the Class A Purchasers, the Agents or the Administrative Agent under this Agreement and the Sale and Servicing Agreement and the Indenture (including all amounts payable with respect to the Class A Notes) shall, to the extent allowed by law, be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “Taxes”), excluding (i) income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Class A Purchaser, Participant, Agent or the Administrative Agent (as the case may be) or the gross receipts or income of such Class A Purchaser, Participant, Agent or the Administrative Agent, as the case may be; (ii) any Taxes that would not have been imposed but for the failure of such Class A Purchaser, Participant, Agent or the Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Class A Purchaser, Participant, Agent or the Administrative Agent, as applicable; and (iii) any Taxes imposed as a result of a change by any Class A Purchaser or Participant of its Investing Office (other than changes mandated by this Agreement, including subsection 2.4(c) hereof, or required by law) (all such excluded taxes being hereinafter called “Excluded Taxes”).

If, as a result of any change in law, treaty or regulation or in the interpretation or administration thereof by any governmental or regulatory agency or body charged with the administration or interpretation thereof, or the adoption of any law, treaty or regulation, any Taxes, other than Excluded Taxes, are required to be withheld from any amounts payable to a Class A Purchaser or Agent or the Administrative Agent hereunder or under the Sale and Servicing Agreement or the Indenture, then after submission by any Class A Purchaser to the Agent for its Purchaser Group (in the case of an amount payable to a Class A Purchaser) and by any Agent or the Administrative Agent to the Issuer and the Servicer of a written request therefor, the amounts so payable to such Class A Purchaser or Agent or the Administrative Agent, as applicable, shall be increased, and such Class A Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as applicable, shall be entitled to be paid (in the case of payments from a Seller or the Issuer, only to the extent funds are then or thereafter available therefor pursuant to clause (xii) of subsection 5.5(a) or (xi) of subsection 5.5(b) of the Sale and Servicing Agreement), the amount of such increase to the extent necessary to yield to such Class A Purchaser or Agent or the Administrative Agent, as applicable (after payment of all such Taxes) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified in this Agreement or in the Sale and Servicing Agreement and the Indenture, as applicable, no later than the Distribution Date following receipt by the Issuer and the Servicer of a request for such additional amounts under this subsection 2.5(a), if such request

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is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date); provided, however, that the amounts so payable to such Class A Purchaser or Agent or the Administrative Agent shall not be increased pursuant to this subsection 2.5(a) if such requirement to withhold results from the failure of such Person to comply with subsection 2.5(c) hereof. Whenever any Taxes are payable on or with respect to amounts distributed to a Class A Purchaser or Agent or the Administrative Agent, as promptly as possible thereafter the Issuer and the Servicer shall send to the Agent, on behalf of such Class A Purchaser, or to such Agent or the Administrative Agent, as applicable, a certified copy of an original official receipt showing payment thereof. Notwithstanding any other provisions of this Section 2.5, the Servicer shall not have any liability under this Section 2.5 for the payment of Taxes except for Taxes (other than Excluded Taxes) assessed on indemnification payments made or required to be made by the Servicer for its own account under Section 2.6 of this Agreement. If the Issuer, the Sellers or the Servicer, as applicable, fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent, on behalf of itself or such Class A Purchaser, or to such Agent or the Administrative Agent, as applicable, the required receipts or other required documentary evidence, such Class A Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as applicable, shall be entitled to be paid, in the case of a failure by the Issuer or AFC, only to the extent funds are then or thereafter available therefor pursuant to clause (xii) of subsection 5.5(a) or (xi) of subsection 5.5(b) of the Sale and Servicing Agreement) or in the case of a failure by the Servicer, by such entity, as the case may be, any incremental taxes, interest or penalties that may become payable by such Class A Purchaser or Agent or the Administrative Agent, as applicable, as a result of any such failure no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for payment under this subsection 2.5(a), if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

(b) A Class A Purchaser claiming increased amounts under subsection 2.5(a) hereof for Taxes paid or payable by such Class A Purchaser will furnish to the applicable Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Class A Purchaser for such Taxes, and such Agent shall deliver a copy thereof to the Issuer and the Servicer. An Agent or the Administrative Agent claiming increased amounts under subsection 2.5(a) hereof for its own account for Taxes paid or payable by such Agent or the Administrative Agent, as applicable, will furnish to the Issuer and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Agent or the Administrative Agent for such Taxes. Any such certificate of a Class A Purchaser or Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Class A Purchaser or Agent or the Administrative Agent to demand additional amounts pursuant to subsection 2.5(a) of this Agreement with respect to any period shall not constitute a waiver of the right of such Class A Purchaser or Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. All such amounts shall be due and payable to such Class A Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as the case may be, on the Distribution Date following receipt by the Issuer and the Servicer of such certificate, if such certificate is received by the Issuer and the Servicer at least five Business Days prior to the Determination Date related to such Distribution Date and otherwise shall be due and payable on the following Distribution Date (or, if earlier, on the Termination Date).

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(c) Each Class A Purchaser and each Participant holding an interest in Class A Notes agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Issuer, the Servicer, the Trustee, the applicable Agent and the Administrative Agent (i) if such Class A Purchaser or Participant is not incorporated under the laws of the United States or any State thereof, two duly completed copies of the U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN claiming treaty benefits, or in either case successor applicable forms required to evidence that the Class A Purchaser or Participant is entitled to receive payments under this Agreement and with respect to the Class A Notes without deduction or withholding of any United States federal income taxes, (ii) in the case of any other Class A Purchaser or Participant, a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding taxes. Each Class A Purchaser or Participant holding an interest in Class A Notes also agrees to deliver to the Issuer, the Servicer, the Trustee, the applicable Agent and the Administrative Agent two further copies of such Form W-8ECI, Form W-8BEN claiming treaty benefits or Form W-9, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by an Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Class A Purchaser is no longer eligible to deliver then-applicable form set forth above and so advises the Issuer, the applicable Agent and the Administrative Agent. Each Class A Purchaser certifies, represents and warrants as of the Closing Date, each Assignee and each Participant (in either case other than a Support Party) shall certify, represent and warrant as a condition of acquiring its Assignment or Participation as of the effective date of the Transfer Supplement to which it is a party or of such Participation, as the case may be, and each Support Party shall certify, represent and warrant as of the effective date of its becoming a Support Party, that (x) it is entitled to receive payments under this Agreement and with respect to the Class A Notes without deduction or withholding of any United States federal income taxes and (y) it is entitled to an exemption from United States backup withholding tax.

(d) Each Class A Purchaser agrees that it shall use its reasonable efforts to designate a different Investing Office if such designation will eliminate or reduce any amount due under this Section 2.5 and will not, in the reasonable opinion of such Class A Purchaser, be unlawful or otherwise disadvantageous to such Class A Purchaser or inconsistent with its policies or result in any unreimbursed cost or expense to such Class A Purchaser. If such amount is not eliminated by any such designation or no such designation is done and the Class A Purchaser does not waive payment of such amount, the Issuer shall have the right to procure a replacement purchaser which is not so affected and which is reasonably acceptable to the Agent for the related Purchaser Group and the Administrative Agent (a “Replacement Purchaser”) to replace such Class A Purchaser. No replacement of a Class A Purchaser shall be effected pursuant to this subsection 2.5(d) if, after giving effect thereto, any amounts shall be owing to the replaced Class A Purchaser hereunder. Each affected Class A Purchaser hereby agrees to take all actions necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

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Notwithstanding the foregoing, (i) if the Class A Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the Replacement Purchaser shall be acceptable to the related CP Conduit and (ii) if the Class A Purchaser being replaced pursuant to this subsection is a CP Conduit, the Replacement Purchaser shall be acceptable to all related Committed Purchasers; and it shall be a condition of such replacement Committed Purchaser that such Replacement Purchaser enter into substitute Support Facilities for those to which the Class A Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In the event that a proposed Replacement Purchaser designated by the Issuer and approved by the applicable Agent and the Administrative Agent as provided in this subsection is not acceptable to the applicable CP Conduit or the applicable Committed Purchasers, as applicable, or has not within a reasonable period entered into applicable Support Facilities, and another replacement Class A Purchaser has not been promptly procured as provided in this subsection with the consent of all affected parties, then any Class A Purchaser which failed to consent to such replacement or to enter into such Support Facilities may be replaced by a Replacement Purchaser as provided in this subsection.

SECTION 2.6. Indemnification.

(a) Without limiting any other rights which any such Person may have hereunder or under applicable law, AmeriCredit hereby agrees to indemnify each of the Administrative Agent, the Agents, and the Class A Purchasers, and each other Affected Party and each of their Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, managers, shareholders, controlling persons, employees, members and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnitee”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby or the use of proceeds therefrom by the Issuer, including (without limitation) in respect of the funding of any Borrowing or in respect of any Receivable, excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnitee or its agent or subcontractor, (b) except as otherwise provided herein, non-payment by any obligor of an amount due and payable with respect to a Receivable, (c) any loss in value of any Financed Vehicle or Eligible Investment due to changes in market conditions or for other reasons beyond the control of AmeriCredit or the Issuer, (d) any Excluded Tax or (e) any amount which represents legal, accounting or other costs incurred by any Indemnitee in respect of any legal action between such Indemnitee and AmeriCredit or any Affiliate of AmeriCredit if a court of competent jurisdiction makes a final determination that AmeriCredit is the prevailing party. Without limiting the foregoing, but subject to the exclusions (a) through (e) above, AmeriCredit agrees to indemnify each Indemnitee for Indemnified Amounts arising out of or relating to:

(i) the breach of any representation or warranty made by the Issuer, either Seller (or any of its officers) or AmeriCredit (in any capacity) or any Affiliate of

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AmeriCredit under or in connection with this Agreement or the other Basic Documents, any Servicer’s Certificate, Borrowing Notice or any other information, report or certificate delivered by the Issuer, either Seller, Servicer or AmeriCredit (in any capacity) or an Affiliate of AmeriCredit pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(ii) the failure by the Issuer, either Seller, the Servicer or AmeriCredit (in any capacity) to comply in any material way with any applicable law, rule or regulation with respect to any Receivable or any Financed Vehicle, or the nonconformity of any Receivable with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Trust Collateral Agent, for the benefit of the Noteholders, a first-priority security interest in all the Collateral, free and clear of any Lien;

(iv) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

(v) any failure of AmeriCredit or an Affiliate of AmeriCredit, as Servicer, to perform its duties or obligations in accordance with the provisions of the Sale and Servicing Agreement or any provision contained in any other Basic Document;

(vi) any claim involving products liability that arises out of or relates to merchandise or services that are the subject of any Receivable or strict liability claim in connection with any Financed Vehicle related to a Receivable;

(vii) any tax or governmental fee or charge (but not including any Excluded Taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the making, maintenance or funding, directly or indirectly, of any Borrowing, or any other interest in the Collateral;

(viii) the offering or sale of the Notes or the offering or effectuation of any Take-Out Securitization;

(ix) the commingling of the proceeds of the Collateral at any time with other funds; or

(x) the occurrence of a CP Conduit Consolidation Event.

If for any reason (other than the exclusions (a) through (e) set forth in the first paragraph of this Section 2.6(a)) the indemnification provided above in this Section 2.6(a) is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then AmeriCredit shall contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and AmeriCredit, its Affiliates and the Issuer, on

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the other hand, but also the relative fault of such Indemnitee, on the one hand, and AmeriCredit, its Affiliates or the Issuer, on the other hand, as well as any other relevant equitable considerations.

(b) AmeriCredit and any successor Servicer, by accepting its appointment as Servicer pursuant to the Sale and Servicing Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself only the representations and warranties made by the Servicer in subsections 4.1(a) through 4.1(e) hereof (in the case of subsection 4.1(a) with appropriate factual changes) and (iii) shall severally as to itself agree to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever which such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful misconduct of AmeriCredit or such successor Servicer, as applicable, in exercising its powers and carrying out its obligations as Servicer under this Agreement, the Sale and Servicing Agreement or any Related Document.

(c) In the event that for any reason, (i) the basis for calculation of interest on any portion of any CP Conduit’s Percentage Interest of the Class A Principal Balance shall change from the Commercial Paper Rate to the Alternative Rate or from the Adjusted Eurodollar Rate to the Prime Rate, (ii) the Issuer shall revoke or cancel any Borrowing Notice or decrease the Additional Class A Principal Amount subject thereto, or (iii) any Class A Purchaser receives any repayment of any portion of its share of any Borrowing constituting a part of the Class A Principal Balance on a date other than the last day of a Fixed Period for such Borrowing, including, without limitation, on an Interim Distribution Date, then in any such case each affected Class A Purchaser shall be entitled to be indemnified by the Issuer or, if the Issuer does not pay such indemnity within the time period described below, AmeriCredit, against, and to be paid the amount equal to any loss or reasonable out-of-pocket expense suffered by such Class A Purchaser as a result of such change or such repayment, including, in the case of a CP Conduit, any loss, cost or expense suffered by such CP Conduit by reason of its or its related financing conduit’s issuance of Commercial Paper Notes or its incurrence of other obligations reasonably allocated by such CP Conduit to its funding or the maintenance of its funding of its share of the Class A Principal Balance, or, in the case of any Class A Purchaser, redeploying funds prepaid or repaid, in amounts which correspond to its share of the Class A Principal Balance, but in each case only to the extent funds are then or thereafter available therefor pursuant to subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Class A Purchaser or Agent or by the Administrative Agent, as the case may be, to the Issuer and AmeriCredit and shall be conclusive absent manifest error. Amounts payable pursuant to this subsection 2.6(c) shall be due no later than the Distribution Date following receipt by the Issuer and AmeriCredit of such request for payment under this subsection 2.6(c), if such request is received by the Issuer and AmeriCredit no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

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(d) The Issuer and AmeriCredit agree to indemnify the Class A Purchasers for any reasonable costs and expenses incurred in connection with the termination of any hedge agreement to which the Issuer is a party.

SECTION 2.7. Expenses, etc.

(a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class A Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Fee Letters and the Supplemental Fee Letter, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class A Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class A Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer.

(b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class A Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

SECTION 2.8. Effect of Event of Default.

(a) Optional Termination. Upon the occurrence of an Event of Default (other than an Event of Default described in Section 5.1(iii) or (iv) of the Indenture), the Administrative Agent may with the consent of the Majority Class A Purchasers, and, at the direction of the Majority Class A Purchasers, the Administrative Agent shall declare the Purchase Termination Date to have occurred, whereupon the Commitments of the Committed Purchasers, if any, hereunder shall terminate.

(b) Automatic Termination. Upon the occurrence of an Event of Default described in Section 5.1(iii) or (iv) of the Indenture, the Purchase Termination Date shall be deemed to have occurred automatically, and the Commitments of the Committed Purchasers, if any, hereunder shall be deemed to have terminated.

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ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Closing. The following shall be conditions precedent to the effectiveness of this Agreement:

(a) the representations and warranties of AFC, AmeriCredit and the Issuer set forth or referred to in Article IV hereof shall be true and correct in all material respects on the Closing Date (except for representations and warranties which relate to a specific date, which shall be true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;

(b) the Fee Letters and the Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Administrative Agent; and

(c) the Administrative Agent and the Agents shall have received on the Closing Date the following items, each of which shall be in form and substance satisfactory to the Agents:

(i) an Officer’s Certificate of AFC confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AFC only) above;

(ii) an Officer’s Certificate of AmeriCredit confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AmeriCredit only) above;

(iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Issuer only) above;

(iv) a copy of (A) the charter and by-laws of, and an incumbency certificate with respect to its officers executing any of the Related Documents on the Closing Date on behalf of, each of AmeriCredit and AFC, certified by an authorized officer, and (B) resolutions of the Board of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by an authorized officer;

(v) a certificate issued no earlier than 30 days prior to the Closing Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each of AFC, the Issuer and AmeriCredit;

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(vi) the favorable written opinions of counsel for AFC, AmeriCredit, and the Issuer, addressed to the Administrative Agent and each Agent and Class A Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit and the Issuer is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; provided, that certificate of title opinions with respect to Financed Vehicles located in California and Florida shall be delivered to the Administrative Agent and the Agents within fifteen calendar days of the Closing Date;

(vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;

(viii) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;

(ix) counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the Issuer, the Sellers, the Servicer, the Administrative Agent and Noteholders representing the Required Class A Owners and Required Class A Purchasers; and

(x) such additional documents, instruments, certificates or letters as the Administrative Agent or any Agent or Class A Purchaser may reasonably request.

(d) the Class A Notes, the Class B Notes and the Class C Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Net Spread Reserve Account and the Collateral Account shall have been established with the Trustee;

(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A Purchasers and Agents) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;

(f) the Administrative Agent and the Agents shall have received the following:

(i) within 45 days of the Closing Date a report by nationally recognized independent certified public accountants (the “Independent Accountants”) on the results of an audit performed by them which report is in form and substance satisfactory to each Agent; and

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(ii) the duly executed Class A Note(s) registered in the name of each Agent as nominee on behalf of the Class A Owners in its Purchaser Group.

(g) evidence satisfactory to each initial CP Conduit that its purchase of Class A Notes hereunder will not result in a reduction or withdrawal of the rating of its or its related financing conduit’s Commercial Paper Notes by Moody’s, Standard & Poor’s or any other nationally recognized rating agency rating its Commercial Paper Notes.

SECTION 3.2. Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A Purchaser to purchase its share of any Additional Class A Principal Amount on any Purchase Date (including the Closing Date):

(a) the Administrative Agent and Agents shall have timely received a properly completed Borrowing Notice, which shall include a Schedule of Receivables;

(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, including an Event of Default that would be a Termination Event after giving effect to the current Borrowing, and no event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing;

(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;

(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);

(e) after giving effect to the issuance of the Notes or the issuance of any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, the Class A Principal Balance shall be equal to or less than the Class A Facility Limit;

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(f) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;

(g) the related Class B Borrowing Amount and, if Class C Notes have been issued and are outstanding, the related Class C Borrowing Amount shall have been funded by the Class B Noteholders and Class C Noteholders, respectively, on such Purchase Date;

(h) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(g) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 2.1(b)(viii) of the Sale and Servicing Agreement if the related Borrowing is made on the Transfer Date for the related Receivables); and

(i) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. Representations and Warranties of AmeriCredit, AFC and the Issuer. AmeriCredit, AFC and the Issuer each severally, with respect to itself only, represents and warrants to the Class A Purchasers, the Agents and the Administrative Agent that its representations and warranties (individually or as Seller or Servicer, as applicable) set forth in the Sale and Servicing Agreement, the Indenture and the other Related Documents are true and correct as of the date hereof (except for representations or warranties which relate to a specific date, which shall be true and correct as of such date). AmeriCredit, AFC and the Issuer each severally, with respect to itself only, further represents and warrants to, and agrees with, each Class A Purchaser and Agent and the Administrative Agent that, as of the date hereof and as of each Borrowing Date:

(a) It is duly organized, validly existing and in good standing under the laws of the State of Delaware as a corporation (if AmeriCredit or AFC) or a Delaware statutory trust (if the Issuer), with full power and authority under such laws to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the Related Documents to which it is a party.

(b) It has the power and authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution,

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delivery and performance by it of this Agreement and such Related Documents. When executed and delivered, each of this Agreement and each such Related Document will constitute its legal, valid and binding agreement, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally. The enforceability of its obligations under such agreements is also subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and indemnification sought in respect of securities laws violations may be limited by public policy.

(c) No consent, license, approval or authorization of, or registration with, any governmental authority, bureau or agency is required to be obtained in connection with its execution, delivery or performance of each of this Agreement or any Related Documents that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date, except such that may be required by the blue sky laws of any state and except those which the failure to obtain individually or in the aggregate, would not have a material adverse effect on it or the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Related Documents to which it is a party.

(d) The execution, delivery and performance by it of each of this Agreement and the Related Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, its charter or by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements which do not affect the legality, validity or enforceability of any of such agreements or the Receivables and which, individually or in the aggregate, would not have a material adverse effect on it or the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Related Documents to which it is a party).

(e) To its knowledge, except to the extent already disclosed in writing to the Administrative Agent and the Class A Purchasers, there is no litigation or administrative proceeding before any court, tribunal or governmental body presently pending or threatened, against it with respect to this Agreement and the Related Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its properties, in each case which would have a material adverse effect on it or the transactions contemplated by, or its ability to perform its respective obligations under, this Agreement or the Related Documents to which it is a party.

(f) It has delivered to the Administrative Agent and each Agent complete and correct copies of, in the case of AmeriCredit, its audited consolidated balance sheet as at June 30, 2007, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, accompanied by the report thereon of Deloitte & Touche USA LLP. Such financial statements fairly present in all material respects its financial condition as at such date and the results of its operations for the period ended on such date, all in accordance with United States generally accepted accounting principles or regulatory accounting principles, as applicable, consistently applied, and since June 30, 2007 there has been no material adverse change in its condition or operations.

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(g) The issuance and sale of the Notes is exempt from the registration requirements of the Securities Act; the Indenture is exempt from qualification under the Trust Indenture Act, and neither any Seller nor the Issuer is required to be registered under the Investment Company Act.

(h) On the Closing Date and after giving effect to the issuance of the Notes, no Event of Default, Termination Event or Servicer Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice or both, would constitute an Event of Default, Servicer Termination Event or other Termination Event.

(i) No proceeds of any Borrowing will be used by the Issuer to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(j) The chief executive office of the Issuer is located at the Corporate Trust Office (as defined in the Trust Agreement).

(k) The Issuer is solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the Basic Documents. The Issuer has no Indebtedness to any Person other than pursuant to this Agreement and the other Basic Documents. The Issuer, after giving effect to the transactions contemplated by this Agreement and the other Basic Documents, will have adequate funds to conduct its business in the foreseeable future.

(l) The Issuer has filed on a timely basis all tax returns (including, without limitation, foreign, federal, state, local and otherwise) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Issuer. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Issuer in connection with the execution and delivery of this Agreement and the other Basic Documents and the transactions contemplated hereby or thereby including the transfer of each Receivable to the Issuer have been paid or shall have been paid if and when due at or prior to the Closing Date and the relevant Transfer Date, as the case may be.

(m) Each Servicer’s Certificate and Borrowing Notice is accurate in all material respects as of the date thereof.

(n) Each Receivable and other Collateral was purchased by, or contributed to, the Issuer on the relevant Transfer Date pursuant to the Sale and Servicing Agreement.

(o) All information heretofore or hereafter furnished by or on behalf of the Issuer to any Purchaser, the Administrative Agent or any Agent in connection with this Agreement or any transaction contemplated hereby is and will be true and complete in all material respects and does not and will not omit to state a material fact necessary to make the statements contained therein not misleading.

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(p) The Issuer is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.

(q) There has been no material adverse change in the condition (financial or otherwise), business, operations, results of operations, or properties of the Issuer.

(r) The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.

(s) The Issuer has no trade names, fictitious names, assumed names or “doing business as” names.

(t) The Issuer is operated as an entity with assets and liabilities distinct from those of AmeriCredit and any other Affiliates of the Issuer, and the Issuer hereby acknowledges that the Administrative Agent, each of the Agents and each of the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon the Issuer’s identity as a separate legal entity from AmeriCredit and each such Affiliate.

There is not now, nor will there be at any time in the future, any agreement or understanding between AmeriCredit or any Affiliate and the Issuer (other than as expressly set forth herein) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

(u) The Issuer does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person.

(v) The Sale and Servicing Agreement is the only agreement pursuant to which the Issuer purchases Receivables, and the Basic Documents delivered to the Administrative Agent represent all material agreements between AmeriCredit and the Sellers, on the one hand, and the Issuer, on the other. The Issuer has furnished to the Agent true, correct and complete copies of each Basic Document to which the Issuer is a party, each of which is in full force and effect. Neither the Issuer nor any Affiliate party thereto is in default of any of its obligations thereunder in any material respect. Upon the purchase of each Receivable pursuant to the Sale and Servicing Agreement, the Issuer shall be the lawful owner of, and have good title to, such Receivable and all assets relating thereto, free and clear of any Liens. All such assets are transferred to the Issuer without recourse to a Seller except as described in the Purchase Agreement. The purchases of such assets by the Issuer constitute valid and true sales for consideration (and not merely a pledge of such assets for security purposes) enforceable against creditors of the Sellers, and no such assets shall constitute property of a Seller.

(w) One hundred percent (100%) of the outstanding Certificates are and will be directly owned (both beneficially and of record) by at least two holders and such holders shall not include any Person other than AmeriCredit or AFC. All Certificates are and will be validly issued, and there are no options, warrants or other rights to acquire Certificates or other equity rights in the Issuer.

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(x) All Receivables included in the calculation of Borrowing Base Default as of the most recently delivered Servicer’s Certificate or Borrowing Notice are Eligible Receivables.

ARTICLE V

COVENANTS

SECTION 5.1. Covenants. Each of AmeriCredit, AFC and the Issuer, severally covenants and agrees, in each case as to itself individually or in its capacity as a Seller or Servicer, as applicable, each with respect to itself only, that through the Termination Date and thereafter so long as any amount of the Class A Principal Balance shall remain outstanding or any monetary obligation arising hereunder shall remain unpaid, unless the Required Class A Owners and the Required Class A Purchasers shall otherwise consent in writing, that:

(a) Each of the Issuer, AmeriCredit, AFC, each Seller and the Servicer shall perform in all material respects each of the respective agreements, warranties and indemnities applicable to it under the Related Documents to which it is a party and comply in all material respects with each of the respective terms and provisions applicable to it under the Related Documents to which it is party, which agreements, warranties and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full;

(b) The Issuer, each Seller and the Servicer, as applicable, shall promptly furnish to the Administrative Agent and each Agent (i) a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of such Issuer, Seller or Servicer, as applicable, to the holders of Notes, to the Trustee or to the Trust Collateral Agent concurrently therewith and furnish to the Administrative Agent promptly after receipt thereof a copy of each notice, demand or other communication received by or on behalf of such Issuer, Seller or the Servicer, as applicable, pursuant to this Agreement, the Sale and Servicing Agreement or the Indenture, and (ii) such other information, documents, records or reports respecting the Receivables, the Issuer, either Seller or the Servicer which is in the possession or under the control of the Issuer, either Seller or the Servicer, as the case may be, as the Administrative Agent or any such Agent may from time to time reasonably request;

(c) Without limitation of the provisions of subsection 5.1(b) above, the Servicer shall furnish to the Administrative Agent and each Agent (i) with respect to each Distribution Date, a copy of the completed report furnished to the Trustee pursuant to Section 2.1(b)(i) the Sale and Servicing Agreement, (ii) a copy of each Officer’s Certificate furnished to the Trustee pursuant to Section 4.10 of the Sale and Servicing Agreement, and (iii) a copy of each annual certified public accountants’ reports received by the Trustee pursuant to Section 4.11 the Sale and Servicing Agreement;

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(d) Each Seller and the Servicer shall deliver to the Administrative Agent and each Agent (i) within 90 days following the end of each of its fiscal years, beginning with the fiscal year ending June 30, 2008, its audited consolidated balance sheet as of the end of such fiscal year, and the related audited consolidated statements of income and cash flows for such fiscal year, prepared in accordance with generally accepted accounting principles and accompanied by the opinion of its independent certified public accountants and (ii) within 45 days following the end of each of its fiscal quarters, beginning with the fiscal quarter ending September 30, 2007, its unaudited consolidated balance sheet as of the end of such fiscal quarter, and the related unaudited consolidated statements of income and cash flows for such fiscal quarter, prepared in accordance with generally accepted accounting principles;

(e) Each of the Issuer, the Sellers and the Servicer shall furnish to the Administrative Agent and each Agent promptly after known to such party, information with respect to any action, suit or proceeding involving such party or any of its Affiliates by or before any court or any Governmental Authority which, if adversely determined, would have a material and adverse effect on such party or the transactions contemplated by, or such party’s ability to perform its obligations under, this Agreement or the Related Documents;

(f) From the Closing Date until the Termination Date, each of the Sellers, the Servicer and the Issuer, as applicable, will, at any time and from time to time during regular business hours, on at least five Business Days’ (or if a Termination Event or event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event has occurred, one Business Day’s) notice to the related Seller, the Servicer and the Issuer, as the case may be, permit the Administrative Agent and each Agent, or its agents or representatives, at the cost and expense of the Sellers, in the case of one visit per year or, if a Termination Event or event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event has occurred, at any time, and otherwise at the expense of the Administrative Agent or such Agent, as the case may be, (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of either Seller, the Servicer or the Issuer, as the case may be, relating to the Receivables, and (ii) to visit the offices and properties of each Seller, the Servicer or the Issuer, as applicable, for the purpose of examining such materials described in clause (i) above. Any information obtained by the Administrative Agent or an Agent pursuant to this subsection 5.1(f) shall be held in confidence by the Administrative Agent or such Agent, as applicable, in accordance with the provisions of Section 6.2 hereof, except that the Administrative Agent or such Agent may disclose such information to any Class A Purchaser which shall hold such information in accordance with the provisions of Section 6.2 hereof; and

(g) The Servicer shall furnish to the Administrative Agent and each Agent, promptly after the occurrence of any Termination Event, a certificate of an appropriate officer of the Servicer setting forth the circumstances of such Termination Event and any action taken or proposed to be taken by the Servicer or the related Seller with respect thereto.

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ARTICLE VI

MUTUAL COVENANTS REGARDING CONFIDENTIALITY

SECTION 6.1. Covenants. Each of AFC, individually and as Seller, the Issuer and AmeriCredit, individually, as Seller and as Servicer, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, and cause each of its employees and officers to hold in confidence, and not disclose to any Persons, the terms of this Agreement (including any fees payable in connection with this Agreement or the identity of any CP Conduit which is a purchaser or beneficial owner of Class A Notes under this Agreement, pricing terms, Termination Events and priority of payment provisions), except as the Administrative Agent or such Agent or Class A Purchaser may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to its officers, employees, agents and legal advisors who are directly involved in the consideration of this Agreement (and then only on a confidential basis) and (ii) as required by applicable law or compulsory legal process; provided, that, in the case of clause (ii), AFC, each Seller, the Issuer, AmeriCredit or the Servicer, as applicable, will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the affected Administrative Agent, Agent or Class A Purchaser of its intention to make any such disclosure prior to making such disclosure.

SECTION 6.2. Covenants of Class A Purchasers. Subject to the provisions of Section 8.1(c) hereof, the Administrative Agent and each Agent and Class A Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Administrative Agent, any Agent or Class A Purchaser or, only with respect to clauses (i) and (ii) of this Section, any credit enhancer of a CP Conduit hereunder may in all cases be distributed to the Administrative Agent or to any Agent or Class A Purchaser) except that the Administrative Agent or such Agent or Class A Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding provided that, unless prohibited by a Requirement of Law, the Administrative Agent or such Agent or Class A Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent or any Agent or Class A Purchaser or any of its affiliates, (iii) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent or such Agent or Class A Purchaser, (iv) to its

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affiliates, employees, legal counsel, independent auditors, rating agencies, credit enhancers of any CP Conduit (including the directors, officers, external accountants and attorneys of such credit enhancers) and the agents or advisors or such Persons and other experts or agents who need to know such information and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) which was available to the Administrative Agent or such Agent or Class A Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the Administrative Agent or such Agent or Class A Purchaser bound by a confidentiality agreement with the affected party, (vii) has been independently acquired or developed by the Administrative Agent or such Agent or Class A Purchaser without violating any of the Administrative Agent or such Agent or Class A Purchaser’s obligations under an engagement letter or (viii) at any time following the date three years after the date of this Agreement. No disclosure pursuant to subsection (viii) shall be made if the confidential information consists of non-public personal information, which shall include all Personally Identifiable Financial Information (as defined herein) in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personally Identifiable Information as defined by federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time. “Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

SECTION 6.3. Consent to Disclosure of Certain Information. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation or (B) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated herein approved in advance by the Sellers or Servicer, or (ii) any other disclosure authorized by the Sellers or Servicer.

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ARTICLE VII

THE AGENTS

SECTION 7.1. Appointment. Each Class A Purchaser and each Agent hereby consents and agrees to the appointment of the Administrative Agent pursuant to the terms of the Indenture, and each such Class A Purchaser and Agent irrevocably authorizes the Administrative Agent, as the agent for such Class A Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Related Documents, together with such other powers as are reasonably incidental thereto. Each Class A Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class A Purchaser under this Agreement, and each such Class A Purchaser irrevocably authorizes such Agent, as the agent for such Class A Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Class A Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article VII with respect to the relationship between an Agent and the Class A Purchasers in its Purchaser Group conflicts with any agreement between such Class A Purchasers and such Agent set forth in any agreement with respect to a Support Facility, the terms of such other agreement will control.

SECTION 7.2. Delegation of Duties. Each Agent may execute any of its duties under any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

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SECTION 7.3. Exculpatory Provisions. Neither any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable to any of the Class A Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any of the Related Documents (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Class A Purchasers for any recitals, statements, representations or warranties made by AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any officer thereof contained in any of the Related Documents or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent under or in connection with, any of the Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Related Documents or for any failure of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee to perform its obligations thereunder. No Agent shall be under any obligation to any Class A Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the other Related Documents, or to inspect the properties, books or records of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee.

SECTION 7.4. Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Class A Owners and the Required Class A Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Class A Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) Class A Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of

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all Class A Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Class A Purchasers in such Purchaser Group.

SECTION 7.5. Notices. No Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Termination Event unless such Agent has received notice from the Servicer, the Trustee or any Class A Purchaser, referring to this Agreement and describing such event. In the event any Agent receives such a notice, it shall promptly give notice thereof to the Class A Purchasers in its Purchaser Group. Each Agent shall take such action with respect to such event as shall be reasonably directed by (i) Class A Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Class A Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group; provided that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Class A Purchasers or of the Class A Purchasers in its Purchaser Group, as applicable.

SECTION 7.6. Non-Reliance on Agents and Other Class A Purchasers. Each Class A Purchaser expressly acknowledges that no Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer or the Trustee shall be deemed to constitute any representation or warranty by any Agent to any Class A Purchaser. Each Class A Purchaser represents to each Agent that it has, independently and without reliance upon any Agent or any other Class A Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables and made its own decision to purchase its interest in the Class A Notes hereunder and enter into this Agreement. Each Class A Purchaser also represents that

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it will, independently and without reliance upon any Agent or any other Class A Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables. Except for notices, reports and other documents received under Section 5 hereof, no Agent shall have any duty or responsibility to provide any Class A Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

SECTION 7.7. Indemnification. The Committed Purchasers in each Purchaser Group agree to indemnify the Agent for such Purchaser Group in its capacity as such (without limiting the obligation (if any) of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer to reimburse such Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Class A Principal Balance) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Class A Purchaser shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from its own gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the obligations under this Agreement, including the Class A Principal Balance.

SECTION 7.8. Agents in their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with AFC, either Seller,

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the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee as though such Agent were not an agent hereunder. In addition, the Class A Purchasers acknowledges that one or more Persons which are Agents may act (i) as administrator, sponsor or agent for one or more CP Conduits and in such capacity acts and may continue to act on behalf of each such CP Conduit in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more CP Conduits is party and in various other capacities relating to the business of any such CP Conduit under various agreements. Any such Person, in its capacity as Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as an Agent other than as expressly provided in this Agreement. Any Person which is an Agent may act as an Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.

SECTION 7.9. Successor Agents. Any Agent may resign as Agent upon ten days’ notice to the Class A Purchasers in its Purchaser Group, the Administrative Agent and each other Agent, the Trustee, the Sellers and the Servicer with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Agent pursuant to this Section 7.9. If an Agent shall resign as Agent under this Agreement, then (i) Class A Owners in its Purchaser Group having Percentage Interests aggregating greater than 51% of the aggregate Percentage Interests of all Class A Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 51% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group shall appoint from among the Committed Purchasers in such Purchaser Group a successor agent for such Purchaser Group. Any successor agent shall succeed to the rights, powers and duties of resigning Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the retiring Agent’s resignation as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

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ARTICLE VIII

SECURITIES LAWS; TRANSFERS

SECTION 8.1. Transfers of Class A Notes.

(a) Each Class A Purchaser shall execute and deliver to the Issuer on the Closing Date an Investment Letter substantially in the form attached hereto as Exhibit A. Each Class A Owner agrees that the beneficial interest in the Class A Notes purchased by it will be acquired for investment only and not with a view to any public distribution thereof, and that such Class A Owner will not offer to sell or otherwise dispose of any Class A Note acquired by it (or any interest therein) in violation of any of the requirements of the Securities Act or any applicable state or other securities laws. Each Class A Owner acknowledges that it has no right to require AmeriCredit, AFC or the Issuer to register, under the Securities Act of 1933, as amended, or any other securities law, the Class A Notes (or the beneficial interest therein) acquired by it pursuant to this Agreement, any Joinder Supplement or any Transfer Supplement. Each Class A Owner hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Class A Notes, such Class A Owner has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(b) Each initial purchaser of a Class A Note or any interest therein and any Assignee thereof or Participant therein shall certify to the Issuer, the Sellers, the Servicer, the Trustee, the Administrative Agent and the Agent for its Purchaser Group that it is either (i) a citizen or resident of the United States, (ii) a corporation or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a person not described in (i) or (ii) who is entitled to receive payments under this Agreement and with respect to the Class A Notes without deduction or withholding of any United States federal income taxes and whose ownership of any interest in a Class A Note will not result in any withholding obligation with respect to any payments with respect to the Class A Notes by any Person and who will furnish to the Issuer, the Sellers, the Servicer, the Trustee, the Administrative Agent, the Agent for its Purchaser Group, and to the Class A Owner making the Transfer the forms described in subsection 2.5(c).

(c)(i) Any sale, transfer, assignment, participation, pledge, hypothecation or other disposition (a “Transfer”) of a Class A Note, a Commitment or any interest therein may be made only in accordance with this Section 8.1. Any partial Transfer (other than from a CP Conduit to a related Support Party) of an interest in a Class A Note, a Commitment or any Liquidity Percentage by a Committed Purchaser shall be in respect of, at least $5,000,000 in the aggregate, which may be composed of (A) Class A Principal Balance or (B) to the extent in excess of the Class A Principal Balance subject to such Transfer, Commitment hereunder. Any Transfer of an interest in a Class A Note otherwise permitted by this Section 8.1 will be permitted only if it consists of a pro rata percentage interest in all payments made with respect to the Class A Purchaser’s beneficial interest in such Class A Note. No Class A Note or any interest therein may be Transferred by Assignment or Participation to any Person (each, a “Transferee”)

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unless the Transferee is a Permitted Transferee and prior to the Transfer the Transferee shall have executed and delivered to the Agent and the Issuer an Investment Letter. A transferring Class A Purchaser shall promptly notify the Servicer of each Transfer other than (x) an Assignment (with respect to which the Administrative Agent is obligated to deliver notice) and (y) a pledge or hypothecation to a Support Party by a Class A Purchaser which is a Conduit Purchaser.

(ii) Notwithstanding anything herein to the contrary, each of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer authorizes the disclosure of any and all confidential information concerning this Agreement or the Related Documents or concerning the Receivables or such party (i) to the Administrative Agent, any Agent party hereto and any Class A Purchaser by each other, (ii) by the Administrative Agent, any Agent party hereto and any Class A Purchaser to any prospective or actual Transferee or (iii) by the Administrative Agent, any Agent party hereto or any Class A Purchaser to any rating agency, any CP Conduit’s related financing conduit, any commercial paper dealer, any Support Party, and to any officers, directors, employees, outside accountants, advisors, and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Administrative Agent, the Agents party hereto, the CP Conduits and any credit enhancers to the CP Conduits may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(d) Each Class A Purchaser may, in accordance with applicable law, at any time grant participations in all or part of its Commitment or its interest in the Class A Notes, including the payments due to it under this Agreement and the Related Documents (each, a “Participation”), to any Permitted Transferee (each such Permitted Transferee, a “Participant”); provided, however, that no Participation shall be granted to any Person (i) unless and until the Agent for such Class A Purchaser’s Purchaser Group shall have consented thereto, (ii) the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied, and (iii) that such Participation consists of a pro rata percentage interest in all payments made with respect to such Class A Purchaser’s beneficial interest (if any) in the Class A Notes. In connection with any such Participation, each Agent for a Purchaser Group shall maintain a register of each Participant of members of its Purchaser Group and the amount of each related Participation. Each Class A Purchaser hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Class A Purchaser’s direct obligations hereunder, and (B) neither the Trustee, the Issuer, the Trust Collateral Agent, the Backup Servicer, any Seller nor the Servicer shall have any obligation to have any communication or relationship with any Participant. Each Class A Purchaser and each Participant shall comply with the provisions of subsection 2.5(c) of this Agreement. No Participant shall be entitled to Transfer all or any portion of its Participation, without the prior written consent of the Agent for its Purchaser Group. Each Participant shall be entitled to receive additional amounts and indemnification pursuant to Sections 2.4, 2.5 and 2.6 hereof as if such Participant were a Class A Purchaser and such Sections applied to its Participation; provided, in the case of Section 2.5, that such Participant has complied with the provisions of subsection 2.5(c) hereof as if it were a Class A Purchaser; provided, further, no Participant shall be entitled to receive additional amounts or indemnification in amounts in excess of those the participating Class A Purchaser would have been entitled to receive in respect of the amount of the participation transferred to such

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Participant had no such participation occurred. Each Class A Purchaser shall give the Agent for its Purchaser Group notice of the consummation of any sale by it of a Participation. It shall be a further condition to the grant of any Participation that the Participant shall have certified, represented and warranted that (i) it is entitled to (A) receive payments with respect to its participation without deduction or withholding of any United States federal income taxes and (B) an exemption from United States backup withholding tax, and (ii) to the extent such Participant has not otherwise directly provided such forms to the Issuer, the Sellers, the Servicer and the Trustee, (A) prior to the date on which the first interest payment is due to such Participant, such Participant will provide to the Issuer, AFC, the Servicer and Trustee, the forms described in subsection 2.5(c) (subject to the Issuer’s consent, as applicable and as set forth therein) as though the Participant were a Class A Purchaser, and (B) such Participant similarly will provide subsequent forms as described in subsection 2.5(c) with respect to such participant as though it were a Class A Purchaser.

(e) Each Class A Purchaser may, with the consent of the Agent for its Purchaser Group and in accordance with applicable law, sell, transfer or assign (each, an “Assignment”), to any Permitted Transferee (each, an “Assignee”) all or any part of its Commitment (if any) or its interest in the Class A Notes and its rights and obligations under this Agreement and the Related Documents pursuant to an agreement substantially in the form attached hereto as Exhibit B hereto (a “Transfer Supplement”), executed by such Assignee and such Class A Purchaser and delivered to the Agent for its Purchaser Group for its acceptance and consent; provided, however, that (i) no such assignment or sale shall be effective unless and until the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied, (ii) no assignment or sale by a Committed Purchaser shall be effective without the consent of the CP Conduit in its Purchaser Group, (iii) no assignment or sale which results in the addition of a new Purchaser Group shall be effective without the consent of the Administrative Agent (which consent shall not unreasonably be withheld), and (iv) in no event shall the consent of an Agent, the Administrative Agent or the Issuer be required in the case of an assignment by a CP Conduit of its interest in the Class A Notes and its rights and obligations under this Agreement and the Related Documents to any one or more of its Committed Purchasers in its Purchaser Group or to any Support Party with respect to such CP Conduit; provided, further, however, that, with respect to any Assignment by one member of a Purchaser Group to another Person already a member of such Purchaser Group of its rights with respect to the Class A Note (but none of its Commitment, if any), it shall not be necessary to execute a Transfer Supplement so long as the Agent for such Purchaser Group gives prompt written notice of such Assignment to the Administrative Agent, the Servicer and the Issuer. From and after the effective date determined pursuant to such Transfer Supplement, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Transfer Supplement, have the rights and obligations of a Class A Purchaser hereunder as set forth therein and (y) the transferor Class A Purchaser shall, to the extent provided in such Transfer Supplement, be released from its Commitment and other obligations under this Agreement; provided, however, that after giving effect to each such Assignment, the obligations released by any such Class A Purchaser shall have been assumed by an Assignee or Assignees. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Percentage Interests, Purchaser Percentages or Liquidity Percentages arising from the Assignment. Upon its receipt and acceptance of a duly executed Transfer Supplement, the Agent for the applicable Purchaser Group (or, in the case of

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an Assignment by which a new Purchaser Group is added to this Agreement, the Administrative Agent) shall on the effective date determined pursuant thereto give notice of such acceptance to the Issuer, the Sellers, the Servicer and the Trustee.

Upon instruction to register a transfer of a Class A Purchaser’s beneficial interest in the Class A Notes (or portion thereof) and surrender for registration of transfer of such Class A Purchaser’s Class A Note(s) (if applicable) and delivery to the Issuer of an Investment Letter, executed by the registered owner (and the beneficial owner if it is a Person other than the registered owner), and receipt by the Trustee of a copy of the duly executed related Transfer Supplement and such other documents as may be required under this Agreement, such beneficial interest in the Class A Notes (or portion thereof) shall be transferred in the records of the Trustee and the applicable Agent and, if requested by the Assignee, new Class A Notes shall be issued to the Assignee and, if applicable, the transferor Class A Purchaser in amounts reflecting such Transfer as provided in the Indenture. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration of a transfer to a new registered owner shall be noted on the Note Register.

(f) Each Class A Purchaser may pledge its interest in the Class A Notes to any Federal Reserve Bank as collateral in accordance with applicable law.

(g) Any Class A Purchaser shall have the option to change its Investing Office, provided that such Class A Purchaser shall have prior to such change in office complied with the provisions of subsection 2.5(c) hereof and provided further that such Class A Purchaser shall not be entitled to any amounts otherwise payable under Section 2.4 or 2.5 hereof resulting solely from such change in office unless such change in office was mandated by applicable law or by such Class A Purchaser’s compliance with the provisions of this Agreement.

(h) Each Support Party shall be entitled to receive additional payments and indemnification pursuant to Sections 2.4, 2.5 and 2.6 hereof as though it were a Class A Purchaser and such Section applied to its interest in or commitment to acquire an interest in the Class A Notes; provided that such Support Party shall not be entitled to additional payments pursuant to (i) Section 2.4 by reason of Regulatory Changes which occurred prior to the date it became a Support Party or (ii) Section 2.5 attributable to its failure to satisfy the requirements of subsection 2.5(c) as if it were a Class A Purchaser, and provided further, that unless such Support Party is a Permitted Transferee or has been consented to by the Issuer, such Support Party shall be entitled to receive additional amounts pursuant to Sections 2.4 or 2.5 only to the extent that its related CP Conduit would have been entitled to receive such amounts in the absence of the commitment and Support Advances from such Support Party; provided, further, no Participant shall be entitled to receive additional amounts or indemnification in amounts in excess of those the participating Class A Purchaser would have been entitled to receive in respect of the amount of the participation transferred to such Participant had no such participation occurred.

(i) Each Support Party claiming increased amounts described in Sections 2.4 or 2.5 hereof shall furnish, through its related CP Conduit, to the Issuer, the Sellers, the Servicer, the Trustee and the Agent for the applicable Purchaser Group a certificate setting forth the basis and amount of each request by such Support Party for any such amounts referred to in Sections 2.4 or 2.5, such certificate to be conclusive with respect to the factual information set forth therein absent manifest error.

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(j) In the event that a Committed Purchaser is a Downgraded Purchaser, the related CP Conduit shall have the right to replace such Committed Purchaser with a replacement Committed Purchaser consented to by the Issuer (which consent shall not be withheld except for a commercially reasonable purpose or reason), which replacement Purchaser shall succeed to the rights of such Committed Purchaser under this Agreement in respect of its Commitment as a Committed Purchaser, and such Committed Purchaser shall assign such Commitment and its interest in the Class A Notes to such replacement Committed Purchaser in accordance with the provisions of this Section 8.1; provided, that (A) such Committed Purchaser shall not be replaced hereunder with a new investor until such Committed Purchaser has been paid in full its Percentage Interest of the Class A Principal Balance and all accrued and unpaid interest thereon by such new investor and all other amounts (including all amounts owing under Sections 2.4, 2.5 and 2.6 of this Agreement) owed to it and to all Participants with respect to such Committed Purchaser pursuant to this Agreement, and (ii) if the Committed Purchaser to be replaced is an Agent, a replacement agent shall have been appointed in accordance with Section 7.9 hereof, and the Agent to be replaced shall have been paid all amounts owing to it as agent pursuant to this Agreement. For purposes of this subsection, a Committed Purchaser shall be a “Downgraded Purchaser” if and so long as the credit rating assigned to its short-term obligations by Moody’s or Standard & Poor’s on the date on which it became a party to this Agreement shall have been reduced or withdrawn, or as may be otherwise agreed among the Issuer, such Committed Purchaser and the CP Conduit in its Purchaser Group. Any Committed Purchaser which becomes a Downgraded Purchaser will give the Issuer and the Servicer notice of such reduction or withdrawal within 10 Business Days after the date thereof.

(k) The Commitment of each Committed Purchaser in respect of its related CP Conduit shall not relate to any Assignee of such CP Conduit. Upon any Assignment by a CP Conduit of its Percentage Interest in the Class A Principal Balance to a Person which is not one of its Committed Purchasers, the Commitment of each of its related Committed Purchasers shall be reduced by an amount equal to the assigned Percentage Interest times such Commitment. Without the prior consent of the Administrative Agent and the Issuer, a CP Conduit may not enter into an Assignment with any Assignee other than (i) one or more of its Committed Purchasers, or (ii) one or more other Persons which, after giving effect to such Assignment and any concurrent Assignments, will be CP Conduits having Committed Purchasers which have, aggregate new Commitments equal to the aggregate reductions of Commitments pursuant to the preceding sentence.

(l) In the event that a Class A Purchaser (or a Participant or Support Party for such Class A Purchaser) is entitled to receive additional payments pursuant to Section 2.4 or 2.5 hereof, the Issuer shall have the right to seek a Replacement Purchaser not so affected and which is reasonably acceptable to the Agent for such Purchaser Group to replace such affected Class A Purchaser. No replacement of a Class A Purchaser shall be effected pursuant to this subsection 8.1(l) if, after giving effect thereto, any amounts shall be owing to the replaced Class A Purchaser hereunder. Each affected Class A Purchaser hereby agrees to take all actions reasonably necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

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Notwithstanding the foregoing or the provisions of subsection 8.1(j), (i) if the Class A Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the Replacement Purchaser shall be acceptable to the CP Conduit in its Purchaser Group in its sole discretion and (ii) if the Class A Purchaser being replaced is a CP Conduit, the Replacement Purchaser shall be acceptable to each Committed Purchaser in its Purchaser Group and to the Administrative Agent in their sole discretion, and in either such case it shall be a condition of such replacement that such Replacement Purchaser enter into substitute Support Facilities for those to which the Class A Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In addition, if the Class A Purchaser to be replaced is an Agent or the Administrative Agent or is a CP Conduit which is administered or sponsored by an Agent or the Administrative Agent, it shall be a condition of such replacement that a replacement Agent or Administrative Agent shall have been appointed in accordance with Section 7.9, and the Agent or Administrative Agent to be replaced shall have been paid all amounts owing to it as Agent or Administrative Agent, as applicable pursuant to this Agreement.

SECTION 8.2. Tax Characterization. It is the intention of the parties hereto that the Class A Notes be treated for tax purposes as indebtedness, and the parties hereto agree to so treat the Class A Notes (to the extent permitted by law).

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. Amendments and Waivers. This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 9.1. With the written consent of the Required Class A Owners and the Required Class A Purchasers, the Administrative Agent, each Agent, the Issuer, the Sellers and the Servicer may, from time to time, enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, however, that no such amendment, supplement, waiver or modification shall materially and adversely affect the Class A Purchasers, without the consent of each Class A Purchaser affected thereby, including by (i) reducing the amount or extending the maturity of any Class A Note or reducing the rate or extending the time of payment of interest thereon, increasing the obligation, if any, of any CP Conduit, or reducing or altering the timing of any other amount payable to any Class A Purchaser hereunder or under the Sale and Servicing Agreement or the Indenture or increasing the Commitment of any Committed Purchaser, (ii) amending, modifying or waiving any provision of this Section 9.1, or the definition of “Class A Principal Balance”, or reducing the percentage specified in the

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definition of Majority Class A Owners, Majority Class A Purchasers, Required Class A Owners or Required Class A Purchasers, or (iii) amending, modifying or waiving any provision of Section 7 of this Agreement without the written consent of each Agent affected by such amendment, modification or waiver; provided, further, that notwithstanding the foregoing, no amendment, supplement, waiver or modification may be made pursuant to this Section 9.1 unless Standard & Poor’s shall have been given 10 days’ (or such shorter period as shall be acceptable to Standard & Poor’s) prior notice of such proposed amendment, supplement, waiver or modification. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement.

An Agent may cast any vote or give any consent or direction under the Sale and Servicing Agreement, the Indenture or other Related Documentation on behalf of the Holders (as defined in the Indenture) of Class A Notes in its Purchaser Group if it has been directed to do so by Class A Owners in such Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Class A Owners in such Purchaser Group.

SECTION 9.2. Notices.

(a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of mail or telecopy notice, when received, addressed as follows or, with respect to an Agent or Class A Purchaser, as set forth on the signature pages hereto or in its respective Joinder Supplement or Transfer Supplement, or, with respect to the Issuer, the Sellers or the Servicer, as set forth in the Indenture or to such other address as may be hereafter notified by the respective parties hereto:

Administrative Agent:	JPMorgan Chase Bank, N.A.
	10 S. Dearborn Street
	Chase Tower, 13th Floor
	Chicago, Illinois 60603
	Attention: Asset-backed Conduit Group
	Telephone: (312) 732-7206
	Telefax: (312) 732-1844

(b) Unless otherwise directed by the Administrative Agent, all payments to it shall be made by federal wire to the Administrative Agent, at its account (Account #9008112016, Attn: AmeriCredit PNP Warehouse, William Laird (312) 385-7045) maintained at FMSD Clearing Account, JPMorgan Chase Bank, N.A. (ABA #021000021), or such other account as the Administrative Agent may designate in writing to the Issuer. The Administrative Agent shall distribute such payments to the Class A Purchasers promptly upon receipt. Unless otherwise directed by an Agent or Class A Purchaser, all payments to it shall be made by federal wire to the

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account specified on the signature pages hereto or in the Joinder Supplement or Transfer Supplement by which it became a party hereto (provided, in the case of an account specified in a Joinder Supplement or Transfer Supplement, that the Agent, the Issuer, the Servicer or the Trustee, as the case may be, shall have received notice thereof).

(c) The Administrative Agent will promptly forward copies of all certificates, notices and reports received hereunder to the Agents.

SECTION 9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under any of the Related Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any of the Related Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in the Related Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 9.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Administrative Agent, the Agents, the Class A Purchasers, any Transferee and their respective successors and permitted assigns, and, to the extent provided herein, to each Indemnitee, Participant and Support Party and their respective successors and assigns; provided that, except as provided in Section 6.4, 7.3 or 11.4 of the Sale and Servicing Agreement, AFC, the Sellers, AmeriCredit and the Servicer may not assign or transfer any of their respective rights or obligations under this Agreement without the prior written consent of the Required Class A Owners and the Required Class A Purchasers; provided, further, that in connection with any such assignment (including an assignment by operation of law), the assignee shall expressly agree in writing to assume all the obligations of AFC, a Seller, AmeriCredit or the Servicer, as applicable, hereunder and provided further that no assignment permitted hereunder shall relieve AFC, either Seller, AmeriCredit or the Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein).

SECTION 9.5. Successors to Servicer. In the event that a transfer of servicing occurs under Section 8.3 of the Sale and Servicing Agreement, (i) from and after the effective date of such transfer, the successor Servicer shall be the successor in all respects to the Servicer and shall be responsible for the performance of all functions to be performed by the Servicer from and after such date, except as provided in the Sale and Servicing Agreement, and shall be

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subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the successor Servicer, and (ii) as of the date of such transfer, the successor Servicer shall be deemed to have made with respect to itself the representations and warranties made in Section 4.1 hereof (in the case of subsection 4.1(a) with appropriate factual changes); provided, however, that the references to the Servicer contained in Section 5.1 of this Agreement shall be deemed to refer to the Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Servicer was Servicer under this Agreement and shall be deemed to refer to the successor Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the successor Servicer acts as Servicer under this Agreement; provided, however, to the extent that an obligation to indemnify Indemnitees under Section 2.6 hereof arises as a result of any act or failure to act of any successor Servicer in the performance of servicing obligations under the Sale and Servicing Agreement, such indemnification obligation shall be of the successor Servicer and not its predecessor. Upon any transfer of servicing to a successor Servicer, such successor Servicer shall furnish to the Administrative Agent and each Agent copies of its audited annual financial statements for each of the three preceding fiscal years or if the Trustee or any other banking institution becomes the successor Servicer, such successor Servicer shall provide, in lieu of the audited financial statements required in the immediately preceding clause, complete and correct copies of the publicly available portions of its Consolidated Reports of Condition and Income as submitted to the FDIC for the two most recent year end periods.

SECTION 9.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 9.7. Severability. Any provisions of this Agreement which are 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 provisions in any other jurisdiction.

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SECTION 9.8. Integration. This Agreement, the Fee Letters and the Supplemental Fee Letter, as applicable, represent the agreement of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, the Agents and the Class A Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto relative to subject matter hereof not expressly set forth or referred to herein or therein or in the Related Documents.

SECTION 9.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS 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 9.10. Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

SECTION 9.11. Termination. This Agreement shall remain in full force and effect until the earlier to occur of (a) payment in full of the Class A Principal Balance and all other amounts payable

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to the Class A Purchasers, the Agents and the Administrative Agent hereunder and the termination of all Commitments and (b) the Termination Date; provided, that the provisions of Sections 2.4, 2.5, 2.6, 6.1, 6.2, 7.7, 8.2, 9.10, 9.12, 9.13 and 9.14 shall survive termination of this Agreement and any amounts payable to the Administrative Agent, the Agents, Class A Purchasers or any Affected Party thereunder shall remain payable thereto.

SECTION 9.12. No Proceedings.

(a) The Administrative Agent and each Agent covenants and agrees that it shall not institute against, or join any other Person in instituting against, the Issuer or AFC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States for one year and a day after the latest maturing Note has been paid.

(b) Each of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each Class A Purchaser hereby agrees that it shall not institute or join against, or knowingly or intentionally encourage or cooperate with any other Person in instituting against any CP Conduit or its related financing conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing commercial paper note, medium term note or other debt security issued by such CP Conduit is paid.

(c) This Section shall survive termination of this Agreement.

SECTION 9.13. No Recourse.

(a) The obligations of each CP Conduit under this Agreement, or any other agreement, instrument, document or certificate executed or delivered or issued by such CP Conduit or any officer thereof are solely the corporate, limited liability company or partnership obligations of such CP Conduit. No recourse shall be had for the payment of any fee or other obligations, instrument, document or certificate executed and delivered or issued by any CP Conduit or any officer thereof in connection therewith, against any stockholder, member, limited partner, employee, officer, director, manager or incorporator of any CP Conduit.

(b) Each of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each Class A Purchaser hereby irrevocably waives all right of setoff that it may have under contract (including this Agreement), applicable law or otherwise with respect to any funds or monies of any CP Conduit or its related financing conduit at any time held by or in the possession of such Person.

(c) Notwithstanding anything in this Agreement to the contrary, a CP Conduit shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such CP Conduit after paying or making provision for the payment of its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment

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obligation owed to it by such CP Conduit exceeds the amount available to such CP Conduit to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

(d) This Section shall survive termination of this Agreement.

SECTION 9.14. Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Class A Notes hereunder and the termination of this Agreement.

SECTION 9.15. Waiver of Jury Trial. EACH PARTY HERETO (INDIVIDUALLY AND, IN THE CASE OF AFC, AS A SELLER, AND, IN THE CASE OF AMERICREDIT, AS A SELLER AND AS SERVICER) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE CLASS A NOTES OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT AND FOR CLASS A PURCHASERS PURCHASING AN INTEREST IN THE CLASS A NOTES DESCRIBED HEREIN AND THE ADMINISTRATIVE AGENT AND EACH AGENT AGREEING TO ACT AS SUCH HEREUNDER.

SECTION 9.16. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, 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 Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (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

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circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

SECTION 9.17. CP Conduit as Committed Purchaser. Notwithstanding anything herein to the contrary, a CP Conduit may execute this Agreement as both a CP Conduit and a Committed Purchaser and, in such event, such CP Conduit shall have the rights and obligations of both a CP Conduit and a Committed Purchaser set forth herein. In no event shall the foregoing prevent a CP Conduit from exercising its rights to Assign or Transfer some or all of its Class A Note to one or more Support Parties.

[Remainder of page intentionally left blank.]

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

AMERICREDIT PNP WAREHOUSE TRUST

By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee

By:

Name:

Title:

AMERICREDIT FUNDING CORP. IX, individually and as a Seller

By:

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.,

individually, as a Seller and as Servicer

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

By:

Name:

Title:

Address for Notices:

[Address]

Attention: [                            ]

Facsimile No.: [(        )         -        ]

	[CONDUIT]
	[                                         ],
	as Agent
	By:
	Name:
	Title:
	Address for Notices:
	[Address]
	Attention: [                            ]
	Facsimile No.: [(        )         -        ]
Type of Class A Purchaser:	[CONDUIT]
CP Conduit
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	[Address]
	Attention: [                            ]
	Facsimile No.: [(        )         -        ]
Type of Class A Purchaser:	[                                         ],
Committed
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	[Address]
	Attention: [                            ]
	Facsimile No.: [(        )         -        ]

SCHEDULE I

Schedule of Committed Purchasers and CP Conduits

Name of Purchaser Group	Name of Committed Purchaser	Commitment	Name of CP Conduit	Maximum Purchase Amount
Falcon Purchaser Group	JPMorgan Chase Bank, N.A.	$250,000,000	Falcon Asset Securitization Company LLC	$250,000,000
Siloed Trust Purchaser Group	JPMorgan Chase Bank, N.A.	$237,080,000	JS Siloed Trust	$237,080,000
VFCC Purchaser Group	Wachovia Capital Markets, LLC	$487,080,000	Variable Funding Capital Company LLC	$487,080,000
Thames Purchaser Group	The Royal Bank of Scotland plc, New York Branch	$487,080,000	Thames Asset Global Securitization No. 1, Inc.	$487,080,000

EXHIBIT A

FORM OF INVESTMENT LETTER

[Date]

AmeriCredit PNP Warehouse Trust

[Address]

[Name and address of Transferee Class A Purchaser]

Re AMERICREDIT PNP WAREHOUSE TRUST

Floating Rate Asset Backed Notes, Class A

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to subsection 8.1(a) of the Class A Note Purchase Agreement dated as of September 5, 2007 (as in effect, the “Note Purchase Agreement”), among AmeriCredit Funding Corp. IX, AmeriCredit PNP Warehouse Trust, AmeriCredit Financial Services, Inc., the Class A Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreement. The Purchaser represents to and agrees with the Issuer as follows:

(a) The Purchaser is authorized [to enter into the Note Purchase Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby] [to purchase a participation in obligations under the Note Purchase Agreement].

(b) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Class A Notes and is able to bear the economic risk of such investment. The Purchaser has been afforded the opportunity to ask such questions as it deems necessary to make an investment decision, and has received all information it has requested in connection with making such investment decision. The Purchaser has, independently and without reliance upon the Agent or any other Class A Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Backup Servicer, the Trust Collateral Agent and the Trustee and made its own decision to purchase its interest in the Class A Notes, and will, independently and without reliance upon the Administrative Agent, any Agent or any other Class A Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under the Note Purchase Agreement, and to make such investigation as it deems

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necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Backup Servicer, the Trust Collateral Agent and the Trustee.

(c) The Purchaser is an “accredited investor”, as defined in Rule 501, promulgated by the Notes and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or is a sophisticated institutional investor. The Purchaser understands that the offering and sale of the Class A Notes has not been and will not be registered under the Securities Act and has not and will not be registered or qualified under any applicable “Blue Sky” law, and that the offering and sale of the Class A Notes has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body.

(d) The Purchaser is acquiring an interest in Class A Notes without a view to any distribution, resale or other transfer thereof except, with respect to any Class A Note or any interest or participation therein, as contemplated in the following sentence. The Purchaser will not resell or otherwise transfer any interest or participation in the Class A Note, except in accordance with Section 8.1 of the Note Purchase Agreement and (i) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities or “blue sky” laws; (ii) to the Issuer or any affiliate of the Issuer; or (iii) to a person who the Purchaser reasonably believes is a qualified institutional buyer (within the meaning thereof in Rule 144A under the Securities Act) that is aware that the resale or other transfer is being made in reliance upon Rule 144A. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Class A Notes or any interest therein unless the purchaser thereof provides to the addressee hereof a letter substantially in the form hereof.

(f) This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity.

Very truly yours,

[NAME OF PURCHASER]

By:

Name:

Title:

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EXHIBIT B

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the Seller Class A Purchaser set forth in Item 2 of Schedule I hereto (the “Seller Class A Purchaser”), the Purchasing Class A Purchaser set forth in Item 3 of Schedule I hereto (the “Purchasing Class A Purchaser”), and the Agent set forth in Item 4 of Schedule I hereto (in such capacity, the “Agent”) for the Purchaser Group set forth in Item 5 of Schedule I hereto.

WITNESSETH:

WHEREAS, this Supplement is being executed and delivered in accordance with subsection 8.1(e) of the Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc. (the “AmeriCredit Parties”), the Class A Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Note Purchase Agreement”; unless otherwise defined herein, terms defined in the Note Purchase Agreement are used herein as therein defined);

WHEREAS, the Purchasing Class A Purchaser (if it is not already a Class A Purchaser party to the Note Purchase Agreement) wishes to become a Class A Purchaser party to the Note Purchase Agreement and the Purchasing Class A Purchaser wishes to acquire and assume from the Seller Class A Purchaser, certain of the rights, obligations and commitments under the Note Purchase Agreement; and

WHEREAS, the Seller Class A Purchaser wishes to sell and assign to the Purchasing Class A Purchaser, certain of its rights, obligations and commitments under the Note Purchase Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Seller Class A Purchaser, the Purchasing Class A Purchaser and the Agent, the Agent will promptly transmit to the Servicer, the Sellers, the Trustee, the Seller Class A Purchaser and the Purchasing Class A Purchaser a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia, the date on which the transfer effected by this Supplement shall become effective (the “Transfer Effective Date”). From and after the Transfer Effective Date the Purchasing Class A Purchaser shall be a Class A Purchaser party to the Note Purchase Agreement for all purposes thereof as a CP Conduit and, if applicable, a Committed Purchaser, as specified on Schedule II to this Supplement.

B-1

(b) At or before 12:00 Noon, local time of the Seller Class A Purchaser, on the Transfer Effective Date, the Purchasing Class A Purchaser shall pay to the Seller Class A Purchaser, in immediately available funds, an amount equal to the purchase price, as agreed between the Seller Class A Purchaser and such Purchasing Class A Purchaser (the “Note Purchase Price”), of the portion set forth on Schedule II hereto being purchased by such Purchasing Class A Purchaser of the outstanding Class A Principal Balance under the Class A Note owned by the Seller Class A Purchaser (such Purchasing Class A Purchaser’s “Purchaser Percentage”) and other amounts owing to the Seller Class A Purchaser under the Note Purchase Agreement or otherwise in respect of the Class A Notes.

Effective upon receipt by the Seller Class A Purchaser of the Note Purchase Price from the Purchasing Class A Purchaser, the Seller Class A Purchaser hereby irrevocably sells, assigns and transfers to the Purchasing Class A Purchaser, without recourse, representation or warranty, and the Purchasing Class A Purchaser hereby irrevocably purchases, takes and assumes from the Seller Class A Purchaser, the Purchasing Class A Purchaser’s Purchaser Percentage of (i) the presently outstanding Class A Principal Balance under the Class A Notes owned by the Seller Class A Purchaser and other amounts owing to the Seller Class A Purchaser in respect of the Class A Notes, together with all instruments, documents and collateral security pertaining thereto, and (ii) the Purchasing Class A Purchaser’s Purchaser Percentage of (A) if the Seller Class A Purchaser is a CP Conduit, the Purchaser Percentage of the Seller Class A Purchaser and the other rights and duties of the Seller Class A Purchaser under the Note Purchase Agreement, or (B) if the Seller Class A Purchaser is a Committed Purchaser, the Liquidity Percentage and the Commitment of the Seller Class A Purchaser and other rights, duties and obligations of the Seller Class A Purchaser under the Note Purchase Agreement.

This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Class A Purchaser and sale by the Seller Class A Purchaser of interests in the Class A Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Class A Purchaser to the Seller Class A Purchaser. The Seller Class A Purchaser hereby confirms that the amount of the Class A Principal Balance is $             and its Percentage Interest thereof is         %, which equals $                         as of                 , 20    . Upon and after the Transfer Effective Date (until further modified in accordance with the Note Purchase Agreement), the Purchaser Percentage or Liquidity Percentage, as applicable, of the Seller Class A Purchaser and the Purchasing Class A Purchaser and the Commitment and the Liquidity Percentage, if applicable, of the Seller Class A Purchaser and the Purchasing Class A Purchaser shall be as set forth in Schedule II to this Supplement.

(c) The Seller Class A Purchaser has made arrangements with the Purchasing Class A Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Seller Class A Purchaser to the Purchasing Class A Purchaser of any fees heretofore received by the Seller Class A Purchaser pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Class A Purchaser to the Seller Class A Purchaser of fees or interest received by the Purchasing Class A Purchaser pursuant to the Note Purchase Agreement or otherwise in respect of the Class A Notes from and after the Transfer Effective Date.

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(d)(i) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Seller Class A Purchaser in respect of the Class A Notes shall, instead, be payable to or for the account of the Seller Class A Purchaser and the Purchasing Class A Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement.

(ii) All interest, fees and other amounts that would otherwise accrue for the account of the Seller Class A Purchaser from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Class A Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Seller Class A Purchaser and the Purchasing Class A Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Note Purchase Price paid by the Purchasing Class A Purchaser, the Seller Class A Purchaser and the Purchasing Class A Purchaser will make appropriate arrangements for payment by the Seller Class A Purchaser to the Purchasing Class A Purchaser of such amount upon receipt thereof from the Agent.

(e) Concurrently with the execution and delivery hereof, the Purchasing Class A Purchaser will deliver to the Agent and the Issuer an executed Investment Letter in the form of Exhibit A to the Note Purchase Agreement and the forms, if any, required by subsection 2.5(c) of the Note Purchase Agreement.

(f) Each of the parties to this Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement, and (ii) the Agent shall apply each payment made to it under the Note Purchase Agreement, whether in its individual capacity or as Agent, in accordance with the provisions of the Note Purchase Agreement, as appropriate.

(g) By executing and delivering this Supplement, the Seller Class A Purchaser and the Purchasing Class A Purchaser confirm to and agree with each other, the Agent and the Class A Purchasers as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Seller Class A Purchaser makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Note Purchase Agreement or the Related Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Purchase Agreement or any other instrument or document furnished pursuant thereto; (ii) the Seller Class A Purchaser makes no representation or warranty and assumes no responsibility with respect to the Issuer, the financial condition of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Trust Collateral Agent, the Backup Servicer or the Trustee or the performance or observance by AFC, either Seller, AmeriCredit, the Servicer, the Issuer, the Trust Collateral Agent, the Backup Servicer or the Trustee of any of their respective obligations under the Note Purchase Agreement or any Related Document or any other instrument or document furnished pursuant hereto; (iii) each Purchasing Class A Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to

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enter into this Supplement; (iv) each Purchasing Class A Purchaser will, independently and without reliance upon the Administrative Agent, any Agent (as defined in the Note Purchase Agreement) the Seller Class A Purchaser or any other Class A Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Related Documents; (v) the Purchasing Class A Purchaser appoints and authorizes the Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Related Documents as are delegated to the Agent or the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Purchase Agreement; and (vi) each Purchasing Class A Purchaser agrees (for the benefit of the Seller Class A Purchaser, the Administrative Agent, the Agents (as defined in the Note Purchase Agreement), the Class A Purchasers, the Trustee, the Servicer and the Sellers) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as a Class A Purchaser.

(h) Schedule II hereto sets forth the revised Purchaser Percentage or the revised Liquidity Percentage, as applicable, and Commitment of the Seller Class A Purchaser, as applicable, the Purchaser Percentage or the Liquidity Percentage, as applicable, and the Commitment of the Purchasing Class A Purchaser, as applicable, and the initial Investing Office of the Purchasing Class A Purchaser, as well as administrative information with respect to the Purchasing Class A Purchaser.

(i) THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

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SCHEDULE I TO

TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT

Re: Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class A Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Item 1: Date of Transfer Supplement:

Item 2: Seller Class A Purchaser:

Item 3: Purchasing Class A Purchaser:

Item 4: Name of Agent:

Item 5: Name of Purchaser Group:

Item 6: Signatures of Parties to Agreement:

as Seller Class A Purchaser

By:

Name:

Title:

By:

Name:

Title:

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as Purchasing Class A Purchaser

By:

Name:

Title:

By:

Name:

Title:

CONSENTED TO AND ACCEPTED BY:

[NAME OF AGENT], as Agent

By:

Name:

Title:

By:

Name:

Title:

[If applicable:]

JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

By:

Name:

Title:

B-6

SCHEDULE II TO

TRANSFER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS AND

PURCHASE AND LIQUIDITY PERCENTAGES

[Seller Class A Purchaser]

A.	Type of Purchaser:	CP Conduit:	Yes/No
		Committed Purchaser:	Yes/No
B.	Purchaser Percentage:
	Seller Class A Purchaser Percentage
	Prior to Sale:				%
	Purchaser Percentage Sold:				%
	Purchaser Percentage Retained:				%
C.	Commitment (if applicable)
	Seller Class A Purchaser Commitment
	Prior to Sale:			$
	Commitment Sold:			$
	Commitment Retained:			$
	Related CP Conduit (applicable to Committed Purchaser):
D.	Related Committed Purchasers (applicable to CP Conduit)
	Committed Purchasers, Commitments and Liquidity Percentages prior to Sale:
			$		%
			$		%
			$		%
E.	Class A Principal Balance:
	Seller Class A Purchaser
	Class A Principal Balance Prior to Sale:			$
	Class A Principal Balance Sold:			$

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	Class A Principal Balance Retained:			$
[Purchasing Class A Purchaser]
A.	Type of Purchaser:	CP Conduit:	Yes/No
		Committed Purchaser:	Yes/No
B.	Purchaser Percentage:
	Transferee Class A Purchaser Percentage
	After Sale:				%
C.	Commitment (if applicable)
	Transferee Class A Purchaser Commitment
	After Sale:			$
	Related CP Conduit (applicable to Committed Purchaser):
D.	Related Committed Purchasers (applicable to CP Conduit)
	Committed Purchasers, Commitments and Liquidity Percentages after Sale:
			$		%
			$		%
			$		%
E.	Class A Principal Balance:
	Transferee Class A Purchaser
	Class A Principal Balance After Sale:			$
Address for Notices:				$
Investing Office:

B-8

SCHEDULE III TO

TRANSFER SUPPLEMENT

Form of

Transfer Effective Notice

To: [Name and address of Sellers,

Servicer, Trustee, Administrative

Agent, Seller Class A Purchaser and

Purchasing Class A Purchaser]

The undersigned, as Agent under the Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class A Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Supplement, you are advised that the Transfer Effective Date will be                                 ,         .

Very truly yours,

[NAME OF AGENT], as Agent

By:

Name:

Title:

By:

Name:

Title:

B-9

EXHIBIT C

JOINDER SUPPLEMENT

JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, AmeriCredit Financial Services, Inc. (“AmeriCredit”), individually, as a Seller and as Servicer, AmeriCredit Funding Corp. IX (“AFC”), individually and as a Seller, AmeriCredit PNP Warehouse Trust (the “Issuer”), the Agent named in Item 5 of Schedule I hereto (the “Agent”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

WITNESSETH:

WHEREAS, this Supplement is being executed and delivered under the Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit, AFC, the Issuer, the Class A Purchasers from time to time parties thereto, the Agents for the Purchaser Groups from time to time parties thereto, and the Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined); and

WHEREAS, the party set forth in Item 2 of Schedule I hereto (the “Proposed Purchaser”) wishes to become a Class A Purchaser designated as a [CP Conduit][Committed Purchaser] party to the Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Administrative Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Proposed Purchaser, AmeriCredit, AFC, the Issuer, the Agent and the Administrative Agent, the Administrative Agent will transmit to the Proposed Purchaser, AmeriCredit, AFC, the Issuer and the Agent, a Joinder Effective Notice, substantially in the form of Schedule III to this Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth, inter alia, the date on which the joinder effected by this Supplement shall become effective (the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Purchaser shall be a Class A Purchaser designated as a [CP Conduit][Committed Purchaser] party to the Agreement for all purposes thereof.

(b) Each of the parties to this Supplement agrees and acknowledges that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement.

(c) By executing and delivering this Supplement, the Proposed Purchaser confirms to and agrees with the Administrative Agent, the Agents and the Class A Purchasers as follows: (i) none of the Administrative Agent, the Agents or the Class A Purchasers makes any

C-1

representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, or with respect to any notes issued under the Indenture (including, without limitation, the Class A Notes), or the Trust Estate (as defined under the Indenture) or the financial condition of AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer, or the performance or observance by AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer of any of their respective obligations under the Agreement, any other Related Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (iii) the Proposed Purchaser will, independently and without reliance upon the Administrative Agent, any Agent or any other Class A Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iv) the Proposed Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Agreement; (v) the Proposed Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Indenture and Article VII of the Agreement; and (vi) the Proposed Purchaser agrees (for the benefit of the parties hereto and the other Class A Purchasers) that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Class A Purchaser designated as a [CP Conduit][Committed Purchaser].

(d) Schedule II hereto sets forth administrative information with respect to the Proposed Purchaser.

(e) This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

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SCHEDULE I TO

JOINDER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT

Re: Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Item 1: Date of Joinder Supplement:                            

Item 2: Proposed Purchaser:                                                                             

Item 3: Type of Class A Purchaser:	CP Conduit
	Committed

Item 4: Complete if Committed Purchaser: Commitment—$                    

Committed Purchaser with respect to:

[Name of CP Conduit]

Item 5: Name of Agent:                                                  

Item 6: Name of Purchaser Group:                                                  

Item 7: Signatures of Parties to Agreement:

	,
as Proposed Purchaser
By:
Name:
Title:
By:
Name:
Title:

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AMERICREDIT FINANCIAL SERVICES, INC., individually, as Seller and as Servicer
By:
Name:
Title:
AMERICREDIT FUNDING CORP. IX, individually and as a Seller
By:
Name:
Title:
AMERICREDIT PNP WAREHOUSE TRUST,
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
Name:
Title:
[NAME OF AGENT], as Agent
By:
Name:
Title:

C-4

SCHEDULE II TO

JOINDER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESS

FOR NOTICES AND WIRE INSTRUCTIONS

Address for Notices:

Investing Office:

Wire Instructions:

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SCHEDULE III TO

JOINDER SUPPLEMENT

FORM OF

JOINDER EFFECTIVE NOTICE

To: [Name and address of AmeriCredit, AFC, the Issuer, Agent and Proposed Purchaser]

The undersigned, as Administrative Agent under the Class A Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Joinder Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Purchaser] will be                      and such Proposed Purchaser will be a Class A Purchaser designated as a [CP Conduit][Committed Purchaser with a Commitment of $             ].

Very truly yours,

JPMORGAN CHASE BANK, N.A.,

    as Administrative Agent

By:

Name:

Title:

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EXHIBIT D

FORM OF NOTICE OF FIXED PERIOD

                    [date]

To:	JPMorgan Chase Bank, N.A.,
	as Administrative Agent
	[Address]
	Attention: [                        ]
	[addresses of other Agents]

Re: Borrowing under the Indenture, dated as of September [    ], 2007 (as amended, the “Indenture”; terms used herein but not defined herein shall have the respective meanings given thereto in the Indenture) among AmeriCredit PNP Warehouse Trust, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”)

Ladies and Gentlemen:

Reference is made to the Borrowing, the Fixed Period of which ends on                 , 20    , and the Additional Class A Principal Amount of which is $                        , the Additional Class B Principal Amount of which is $                        , and the Additional Class C Principal Amount of which is $                        . Pursuant to each of the following agreements:

(a) Class A Note Purchase Agreement, dated as of September [    ], 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class A Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

(b) Class B Note Purchase Agreement, dated as of September [    ], 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class B Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

(c) Class C Note Purchase Agreement, dated as of September [    ], 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class C Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

D-1

The Issuer hereby notifies you that the subsequent Fixed Period for such Borrowing shall be                         .

Very truly yours,
AMERICREDIT PNP WAREHOUSE TRUST
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
Name:
Title:

D-2

EX-99.4

Exhibit 99.4

CLASS B NOTE PURCHASE AGREEMENT

Dated as of September 5, 2007

among

AMERICREDIT PNP WAREHOUSE TRUST,

as Issuer

AMERICREDIT FUNDING CORP. IX,

as a Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

as a Seller and as Servicer,

THE CLASS B PURCHASERS PARTIES HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

THE AGENTS PARTIES HERETO

Relating to

AmeriCredit PNP Warehouse Trust

Floating Rate Asset Backed Notes, Class B

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS
SECTION 1.1.	Definitions	2
SECTION 1.2.	Other Definitional Provisions	12
ARTICLE II AMOUNT AND TERMS OF COMMITMENTS
SECTION 2.1.	Purchases	13
SECTION 2.2.	Reductions and Extensions of Commitments	15
SECTION 2.3.	Interest, Fees, Expenses, Payments, Etc.	17
SECTION 2.4.	Requirements of Law	21
SECTION 2.5.	Taxes	23
SECTION 2.6.	Indemnification	26
SECTION 2.7.	Expenses, etc.	29
SECTION 2.8.	Effect of Event of Default	30
ARTICLE III CONDITIONS PRECEDENT
SECTION 3.1.	Conditions to Closing	30
SECTION 3.2.	Condition to Purchases	32
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.1.	Representations and Warranties of AmeriCredit, AFC and the Issuer	33
ARTICLE V COVENANTS
SECTION 5.1.	Covenants	37
ARTICLE VI MUTUAL COVENANTS REGARDING CONFIDENTIALITY
SECTION 6.1.	Covenants	39
SECTION 6.2.	Covenants of Class B Purchasers	39
SECTION 6.3.	Consent to Disclosure of Certain Information	40
ARTICLE VII THE AGENTS
SECTION 7.1.	Appointment	40
SECTION 7.2.	Delegation of Duties	41
SECTION 7.3.	Exculpatory Provisions	41
SECTION 7.4.	Reliance by Agents	41
SECTION 7.5.	Notices	42
SECTION 7.6.	Non-Reliance on Agents and Other Class B Purchasers	42

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TABLE OF CONTENTS

(continued)

		Page
SECTION 7.7.	Indemnification	43
SECTION 7.8.	Agents in their Individual Capacity	43
SECTION 7.9.	Successor Agents	43
ARTICLE VIII SECURITIES LAWS; TRANSFERS
SECTION 8.1.	Transfers of Class B Notes	44
SECTION 8.2.	Tax Characterization	49
ARTICLE IX MISCELLANEOUS
SECTION 9.1.	Amendments and Waivers	49
SECTION 9.2.	Notices	50
SECTION 9.3.	No Waiver; Cumulative Remedies	51
SECTION 9.4.	Successors and Assigns	51
SECTION 9.5.	Successors to Servicer	51
SECTION 9.6.	Counterparts	52
SECTION 9.7.	Severability	52
SECTION 9.8.	Integration	52
SECTION 9.9.	Governing Law	52
SECTION 9.10.	Jurisdiction; Consent to Service of Process	52
SECTION 9.11.	Termination	53
SECTION 9.12.	No Proceedings	53
SECTION 9.13.	No Recourse	53
SECTION 9.14.	Survival of Representations and Warranties	54
SECTION 9.15.	Waiver of Jury Trial	54
SECTION 9.16.	Limitation of Liability of Owner Trustee	54
SECTION 9.17.	CP Conduit as Committed Purchaser	55

SCHEDULES
Schedule I	Schedule of Committed Purchasers and CP Conduits
LIST OF EXHIBITS
Exhibit A	Form of Investment Letter
Exhibit B	Form of Transfer Supplement
Exhibit C	Form of Joinder Supplement
Exhibit D	Form of Notice of Fixed Period

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CLASS B NOTE PURCHASE AGREEMENT, dated as of September 5, 2007, by and among AMERICREDIT PNP WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”), AMERICREDIT FUNDING CORP. IX, a Delaware corporation (“AFC”), individually and in its capacity as a seller (in such capacity, a “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), individually, in its capacity as a Seller (together with AFC, the “Sellers”) and in its capacity as servicer (in such capacity, the “Servicer”), the CLASS B PURCHASERS (as hereinafter defined) from time to time parties hereto, the AGENTS for the Purchaser Groups from time to time parties hereto (each such party, together with their respective successors in such capacity, an “Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (together with its successors in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS, the Sellers, the Servicer, the Issuer and Wells Fargo Bank, National Association, as Backup Servicer (including its successors in such capacity, the “Backup Servicer”) and Trust Collateral Agent (including its successors in such capacity, the “Trust Collateral Agent”) are parties to the Sale and Servicing Agreement, dated as of September 5, 2007 (as the same may from time to time be amended, modified or otherwise supplemented, the “Sale and Servicing Agreement”);

WHEREAS, the Issuer, the Administrative Agent, the Trust Collateral Agent and Wells Fargo Bank, National Association, as Trustee (including its successors in such capacity, the “Trustee”) are parties to the Indenture, dated as of September 5, 2007 (as the same from time to time be amended, supplemented or otherwise modified, the “Indenture”);

WHEREAS, the Issuer proposes to issue and sell pursuant to the Indenture its Class A Floating Rate Asset Backed Notes (the “Class A Notes”), Class B Floating Rate Asset Backed Notes (the “Class B Notes”) and Class C Floating Rate Asset Backed Notes (the “Class C Notes”);

WHEREAS, the Class C Notes are subordinate to the Class A Notes and the Class B Notes, and the Class B Notes are subordinate to the Class A Notes;

WHEREAS, the Issuer proposes to establish a Net Spread Reserve Account (the “Net Spread Reserve Account”) and a Collateral Account (the “Collateral Account”) with the Trustee pursuant to the terms of the Indenture for the benefit of the holders of the Class A Notes, the Class B Notes and the Class C Notes;

WHEREAS, the Class B Purchasers are willing to purchase the Class B Notes in the amount of the Class B Initial Principal Balance (as defined in the Indenture) on the Closing Date (as hereinafter defined) and from time to time thereafter to advance Additional Class B Principal Amounts (as defined in the Indenture) on the terms and conditions provided for herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. All capitalized terms used herein as defined terms and not defined herein shall have the meanings given to them in Annex A to the Sale and Servicing Agreement or the Indenture.

“Adjusted Commitment” shall mean on any date of determination, with respect to a Committed Purchaser for a CP Conduit, such Committed Purchaser’s Commitment minus the sum of (a) the Class B Principal Balance held by such Committed Purchaser plus (b) the aggregate outstanding principal amount of its Support Advances to such CP Conduit (but excluding any Support Advances made to fund such CP Conduit’s obligations to pay interest, fees or other similar amounts relating to the funding of its making or maintaining its purchases hereunder).

“Adjusted Eurodollar Rate” shall mean, for any Fixed Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equivalent to the rate determined pursuant to the following formula:

Adjusted Eurodollar Rate	=	LIBOR Rate
		1-LIBOR Reserve Percentage

on the first day of such Fixed Period.

“Administrative Agent” has the meaning specified in the preamble to this Agreement.

“AFC” has the meaning specified in the preamble to this Agreement and includes any successor or permitted assignee thereof as provided in the Indenture, the Sale and Servicing Agreement and this Agreement.

“Affected Party” shall mean, with respect to any CP Conduit, any Support Party of such CP Conduit or any related Agent.

“Agent” has the meaning specified in the preamble to this Agreement.

“Agreement” shall mean this Class B Note Purchase Agreement, as amended, supplemented or otherwise modified from time to time.

“Alternative Rate” for any Borrowing means a rate per annum equal to the Applicable LIBOR Spread per annum above the Adjusted Eurodollar Rate for such Borrowing; provided, however, that in the case of

(a) any Fixed Period on or after the first day on which a Committed Purchaser shall have notified the related Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Committed Purchaser to fund such Borrowing at the Alternative Rate set forth above (and such Committed Purchaser shall not have subsequently notified such Agent that such circumstances no longer exist),

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(b) any Fixed Period of less than seven days,

(c) in the event the Adjusted Eurodollar Rate is not reasonably available to any Agent for such a Fixed Period or does not adequately and fairly reflect the cost to a Committed Purchaser of funding such Borrowing, or

(d) any Fixed Period as to which the related Borrowing will not be funded by issuance of commercial paper, as determined by the related Agent later than 12:00 noon (New York City time) on the related Purchase Date,

the “Alternative Rate” shall be a floating rate per annum equal to the Prime Rate in effect on each day of such Fixed Period; provided, further, that the Administrative Agent (with the consent of the Committed Purchasers) and the Issuer may agree in writing from time to time upon a different “Alternative Rate.”

“AmeriCredit” has the meaning specified in the preamble to this Agreement and includes any successor or permitted assignee thereof as provided in the Indenture, the Sale and Servicing Agreement and this Agreement.

“Applicable LIBOR Spread” shall mean, with respect to a Purchaser Group, the rate identified as its “Applicable LIBOR Spread” in the Fee Letter to which the Agent for such Purchaser Group is a party.

“Assignee” and “Assignment” have the respective meanings specified in subsection 8.1(e) of this Agreement.

“Borrowing Notice” shall mean a notice substantially in the form of Exhibit D to the Indenture delivered by the Issuer to the Administrative Agent and each Agent pursuant to Section 12.6 of the Indenture and subsection 2.1(c) of this Agreement, requesting an advance of an Additional Class B Principal Amount.

“Class B Average Principal Balance” shall mean, with respect to any period, the sum of the Class B Principal Balances for each of the days during such period, divided by the number of days in such period.

“Class B Commitment Fee” has the meaning specified in subsection 2.3(c) of this Agreement.

“Class B Commitment Fee Rate” shall mean the applicable rate or rates identified as the “Class B Commitment Fee Rate” in the Supplemental Fee Letter.

“Class B Facility Limit” shall mean, for any day, the Total Commitment on such day.

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“Class B Mandatory Partial Amortization Amount” shall mean, with respect to a Partial Expiration Event, the sum of (i) the aggregate Percentage Interests of all Committed Purchasers which became Nonextending Class B Purchasers upon the occurrence of such Partial Expiration Event, times the Class B Principal Balance on the date on which such Partial Expiration Event occurred, plus (ii) for each such Committed Purchaser that has a related CP Conduit in its Purchaser Group, such Committed Purchaser’s Liquidity Percentage times its related CP Conduit’s Percentage Interest of the Class B Principal Balance on the date on which such Partial Expiration Event occurred, in each case after giving effect to all purchases of and payments in respect of the Class B Principal Balance occurring through and including such date.

“Class B Monthly Costs and Expenses” shall mean on any date of determination any amounts then due and payable by the Issuer or either Seller (determined without regard to limitations on the sources of payment thereof) pursuant to this Agreement, other than Class B Monthly Interest and Fees and the Class B Principal Balance.

“Class B Monthly Interest and Fees” shall mean, for any Interest Period, the sum of (i) interest on the Class B Principal Balance for the Interest Period ended on the related Distribution Date computed pursuant to subsection 2.3(a) or 2.3(b) of this Agreement, as applicable, plus or minus (as the case may be) (ii) any Estimated Interest Adjustment for the immediately preceding Interest Period, plus (iii) the Class B Usage Fee with respect to such Interest Period, plus (iv) the Class B Commitment Fee with respect to such Interest Period.

“Class B Owners” shall mean the Class B Purchasers that are owners of record of the Class B Notes or, with respect to any Class B Note held by an Agent hereunder as nominee on behalf of Class B Purchasers in a Purchaser Group, the Class B Purchasers that are beneficial owners of such Class B Note as reflected on the books of such Agent in accordance with this Agreement and the Related Documents.

“Class B Principal Balance” shall mean, with respect to any date, an amount equal to the excess of (a) the sum of (i) the Class B Initial Principal Balance, plus (ii) the aggregate principal amounts of any Additional Class B Principal Amounts advanced pursuant to Section 12.6 of the Indenture, over (b) the aggregate amount of any principal payments made to Class B Owners pursuant to the Sale and Servicing Agreement and the Indenture through and including such date.

“Class B Purchasers” shall mean, collectively, the CP Conduits and the Committed Purchasers.

“Class B Notes” has the meaning specified in the recitals to this Agreement.

“Class B Usage Fee” has the meaning specified in subsection 2.3(c) of this Agreement.

“Class B Usage Fee Rate” shall mean the applicable rate or rates identified as the “Class B Usage Fee Rate” in the Supplemental Fee Letter.

“Collateral Receipt” means a Custodian’s Acknowledgment in the form of Schedule A to the Custodian Agreement.

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“Commercial Paper Notes” shall mean, with respect to a CP Conduit, the short-term promissory notes or extendable money market notes issued by such CP Conduit or its applicable financing conduit which are allocated by such CP Conduit as its funding for its purchasing or maintaining its Percentage Interest of the Class B Principal Balance hereunder.

“Commercial Paper Rate” shall mean, with respect to a CP Conduit, the rate identified as its “Commercial Paper Rate” in the Fee Letter to which such CP Conduit or its Agent is a party.

“Commitment” shall mean, for any Committed Purchaser, the maximum amount of such Class B Purchaser’s commitment to purchase a portion of the Class B Principal Balance, as set forth on Schedule I hereto or the Transfer Supplement or Joinder Supplement by which such Committed Purchaser became a party to this Agreement or assumed the Commitment (or a portion thereof) of another Class B Purchaser, as such amount may be adjusted from time to time pursuant to Section 2.2 of this Agreement or pursuant to Transfer Supplement(s) executed by such Class B Purchaser and its Assignee(s) and delivered pursuant to Section 8.1 of this Agreement. In the event that a Committed Purchaser which maintains a portion of its Commitment hereunder in relation to more than one CP Conduit, such Class B Purchaser shall be deemed to have issued separate Commitments hereunder in each such capacity.

“Commitment Termination Date” shall mean, with respect to a Committed Purchaser, September 3, 2008, as such date may be extended by such Committed Purchaser from time to time in accordance with subsection 2.2(c) hereof.

“Committed Purchaser” shall mean each Class B Purchaser identified as a Committed Purchaser on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which such Class B Purchaser became a party hereto, and any Assignee of such Class B Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such Class B Purchaser.

“Conduit Borrower” shall mean an entity which is designated as a Conduit Borrower on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which it became a party to this Agreement, which entity will fund its purchases of Class B Notes hereunder by borrowing from a specified financing conduit.

“CP Conduit” shall mean any Class B Purchaser which is designated as a CP Conduit on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which it became a party to this Agreement; provided, however, that if the entity signing this Agreement or such Transfer Supplement or Joinder Supplement specifies on the related signature page that it is a Conduit Borrower with respect to a financing conduit identified on such signature page, then, with respect to such Class B Purchaser, “CP Conduit” shall mean, collectively, such Conduit Borrower and such specified financing conduit.

“CP Conduit Consolidation Event” shall mean the occurrence of any of the following events (i) the Securities and Exchange Commission, any banking regulatory authority or any other official body having jurisdiction over any Committed Purchaser or Agent or any of the Affiliates of such Committed Purchaser or Agent, shall require the consolidation of the assets

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and liabilities of any CP Conduit or its related financing conduit on the balance sheet of such Committed Purchaser, Agent or Affiliate, or shall require that capital be maintained with respect thereto under any capital requirements as if such assets were owned by such Committed Purchaser, Agent or Affiliate, (ii) the independent auditors for any such Committed Purchaser, Agent or Affiliate shall have advised such Committed Purchaser, Agent or Affiliate in writing that in their opinion such consolidation is required by GAAP or applicable law, rule or regulations, (iii) any Affected Party shall determine that any arrangement or transaction contemplated by this Agreement or any Related Documents will impose any adverse regulatory impact on such Affected Party, including, without limitation, any cost or expense described in Section 2.4 hereof; or (iv) any CP Conduit or its related financing conduit shall determine that it may be required to register as an investment company under the Investment Company Act of 1940, as amended.

“Dissenting Purchaser” has the meaning specified in subsection 2.2(c) of this Agreement.

“Downgraded Purchaser” has the meaning specified in subsection 8.1(j) of this Agreement.

“Election Period” has the meaning specified in subsection 2.2(c) of this Agreement.

“Estimated Interest Adjustment” has the meaning specified in subsection 2.3(i) of this Agreement.

“Excluded Taxes” has the meaning specified in subsection 2.5(a) of this Agreement.

“Fixed Period” means with respect to any Borrowing (or portion thereof):

(a) the period commencing on the date of the initial funding of such Borrowing (or such portion) and ending such number of days thereafter as the Issuer shall select in accordance with Section 2.3(b); and

(b) thereafter, each period commencing on the last day of the immediately preceding Fixed Period for such Borrowing (or such portion) and ending such number of days thereafter as the Issuer shall then select in accordance with Section 2.3(b);

provided, however, that:

(i) any Fixed Period in respect of which interest on the Class B Notes is computed by reference to the Alternative Rate shall be a period of from one to and including 29 days (if reasonably available to the Agents), or a period of one month (or such longer period as is agreed to by the Issuer and the Agents), as the Issuer may select by written notice to the Agents furnished not later than 12:00 noon (New York City time) on the second Business Day preceding the first day of such Fixed Period;

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(ii) any such Fixed Period (other than a Fixed Period consisting of one day) that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day (unless the related Borrowing shall be accruing interest at a rate determined by reference to the LIBOR Rate, in which case if such succeeding Business Day is in a different calendar month, such Fixed Period shall instead be shortened to the next preceding Business Day);

(iii) in the case of Fixed Periods of one day, (A) the initial Fixed Period shall be the day of the initial funding of such Borrowing, and (B) any subsequently occurring Fixed Period that is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and if the immediately preceding Fixed Period is one day, shall be the next day following such immediately preceding Fixed Period;

(iv) if any Fixed Period for any Borrowing that commences before the Stated Maturity Date would otherwise end on a date occurring after the Stated Maturity Date, such Fixed Period shall end on the Stated Maturity Date and the duration of each such Fixed Period that commences on or after the Stated Maturity Date or the date on which the payment of principal on the Notes has been accelerated, if any, shall be of such duration as shall be selected by the Agents; and

(v) if the Alternative Rate becomes applicable to any Borrowing previously funded at the Commercial Paper Rate or if the Alternative Rate applicable to any Borrowing changes from the Adjusted Eurodollar Rate to the Prime Rate, the Fixed Period previously selected for such Borrowing shall terminate and the Fixed Period for such Borrowing shall be that selected by the Issuer by written notice to the Agents after it receives notice of such change.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Indemnitee” has the meaning specified in subsection 2.6(a) of this Agreement.

“Indenture” has the meaning specified in the recitals to this Agreement.

“Interest Period” shall mean, with respect to any Distribution Date, the period from and including the Distribution Date immediately preceding such Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date.

“Interest Rate Determination Date” shall mean, for any Interest Period, the Business Day immediately preceding the Determination Date for such Interest Period.

“Investing Office” shall mean initially, the office of any Class B Purchaser (if any) designated as such, on the signature pages hereto or in the Transfer Supplement or the Joinder Supplement by which it became a party to this Agreement, and thereafter, such other

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office of such Class B Purchaser or such Assignee as may be designated in writing to the applicable Agent, the Administrative Agent, the Servicer and the Trustee by such Class B Purchaser or Assignee.

“Investment Letter” means a letter substantially in form of Exhibit A hereto.

“Joinder Supplement” means an agreement among one or more Class B Purchasers, the Issuer, AmeriCredit, an Agent and the Administrative Agent in the form of Exhibit C hereto (appropriately completed).

“LIBOR Rate” shall mean, with respect to any Fixed Period, the rate per annum shown on Reuters Screen LIBOR01 Page as the composite offered rate for London interbank deposits for a period equal to such Fixed Period, as shown under the heading “USD” as of 11:00 a.m., London time, two Business Days prior to the first day of such Fixed Period; provided that in the event no such rate is shown, the LIBOR Rate shall be the rate per annum based on the rates at which Dollar deposits for a period equal to such Fixed Period are displayed on page “LIBOR” of the Reuters Monitor Money Rates Service or such other page as may replace the LIBOR page on that service for the purpose of displaying London interbank offered rates of major banks as of 11:00 a.m., London time, two London Business Days prior to the first day of such Fixed Period (it being understood that if at least two such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided further that in the event fewer than two such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be a rate per annum at which deposits in Dollars are offered by the principal office of JPMorgan in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Fixed Period for delivery on such first day and for a period equal to such Fixed Period.

“LIBOR Reserve Percentage” shall mean, with respect to any Fixed Period, a percentage (expressed as a decimal) equal to the weighted average of the percentages in effect during such Interest Period, as prescribed by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirements applicable to “Eurocurrency liabilities” pursuant to Regulation D or any other applicable regulation of the Federal Reserve Board (or any successor thereto) which prescribes reserve requirements applicable to “Eurocurrency liabilities” as currently defined in Regulation D.

“Liquidity Percentage” shall mean, (i) for a Committed Purchaser for a CP Conduit, such Committed Purchaser’s Adjusted Commitment with respect to such CP Conduit as a percentage of the aggregate Adjusted Commitments of all Committed Purchasers for such CP Conduit or (ii) for a Committed Purchaser in a Purchaser Group that does not include a CP Conduit, such Committed Purchaser’s Commitment as a percentage of the Total Commitment.

“Majority Class B Owners” shall mean, at any time, Class B Owners having more than 51% of the aggregate Percentage Interests of all Class B Owners.

“Majority Class B Purchasers” shall mean, at any time, Committed Purchasers having Commitments aggregating more than 51% of the Total Commitment.

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“Maximum Purchase Amount” shall mean, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

“Net Spread Reserve Account” has the meaning specified in the recitals to this Agreement.

“Nonextending Class B Purchaser” shall mean, after its respective Commitment Termination Date, each Committed Purchaser which has declined to extend such Commitment Termination Date in accordance with subsection 2.2(c) hereof.

“Partial Expiration Event” has the meaning specified in subsection 2.2(c) of this Agreement.

“Participant” has the meaning specified in subsection 8.1(d) of this Agreement.

“Participation” has the meaning specified in subsection 8.1(d) of the Agreement.

“Percentage Interest” shall mean, as to any Class B Purchaser at any time of determination, the percentage equivalent of a fraction the numerator of which shall be an amount equal to the portion of the unpaid principal amount of the Class B Principal Balance owing to such Class B Purchaser (or, if no amount of the Class B Principal Balance is outstanding, the amount of its Commitment, if any) at such time (after giving effect to all Assignments effective on or prior to such time of determination) and the denominator of which shall be an amount equal to the aggregate Class B Principal Balance (or, if no amount of the Class B Principal Balance is outstanding, the Total Commitment) at such time.

“Permitted Transferee” shall mean (i) each Class B Purchaser, each Support Party, each Agent (in its individual capacity), the Administrative Agent (in its individual capacity) and, with respect to each transferring Class B Purchaser, any commercial paper conduit administered by the related Agent, (ii) each other Person who has been consented to as a potential Transferee by the Sellers (which consent shall not be withheld (except for a commercially reasonable purpose or reason) or delayed) and (iii) after the occurrence of an Event of Default, any other Person.

“Prime Rate” shall mean, for any day, a fluctuating rate of interest per annum equal to the higher of: (i) a fluctuating rate of interest per annum equal to the “Prime Rate” most recently published in the Wall Street Journal and described as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks”, and (ii) 0.50% above the rate per annum at which JPMorgan, as a branch of a foreign bank, in its reasonable discretion, can acquire federal funds in the interbank overnight federal funds market, through brokers of recognized standing or otherwise, as most recently determined by JPMorgan. The Prime Rate is not necessarily intended to be the lowest rate of interest determined by JPMorgan, in connection with extensions of credit.

“Purchase Date” shall mean the Closing Date and each Borrowing Date.

“Purchase Termination Date” shall mean, for each Class B Purchaser, the earliest to occur of (i) the Commitment Termination Date for such Purchaser or, with respect to a Class

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B Purchaser which is a CP Conduit, the first date on which Commitment Termination Dates for all its Committed Purchasers have occurred, (ii) the date of any termination of the Total Commitment, in whole, by the Issuer pursuant to Section 2.2 and (iii) the effective date on which the Commitments are terminated or deemed terminated pursuant to Section 2.8.

“Purchaser Group” shall mean each group of Class B Purchasers consisting of (i) a Committed Purchaser and, (ii) if a CP Conduit is identified on Schedule I with respect to such Purchaser Group, such CP Conduit.

“Purchaser Percentage” shall mean, with respect to a CP Conduit, its Maximum Purchase Amount as a percentage of the Total Commitment.

“Regulatory Change” shall mean, as to each Class B Purchaser, any change occurring after the date of the execution and delivery of this Agreement or, if later, the date of the execution and delivery of the Transfer Supplement or the Joinder Supplement by which it became party to this Agreement; in the case of a Participant, any change occurring after the date on which its Participation became effective, or in the case of a Support Party, any change occurring after the date it became such a Support Party, in any (or the adoption after such date of any new):

(i) United States Federal or state law or foreign law applicable to such Class B Purchaser, Participant or Support Party; or

(ii) regulation, interpretation, directive, guideline or request (whether or not having the force of law) applicable to such Class B Purchaser, Participant or Support Party of any court or other judicial authority or any Governmental Authority charged with the interpretation or administration of any law referred to in clause (i) or of any fiscal, monetary or other Governmental Authority or central bank having jurisdiction over such Class B Purchaser, Participant or Support Party.

“Related Documents” shall mean, collectively, this Agreement (including all effective Supplemental Fee Letters, Transfer Supplements, and Joinder Supplements), the other Note Purchase Agreements, the Indenture, the Master Sale and Contribution Agreement, the Sale and Servicing Agreement, each Supplement, the Notes, and all supplements, agreements and instruments related thereto.

“Replacement Purchaser” has the meaning specified in subsection 2.5(d).

“Required Class B Owners” shall mean, at any time, Class B Owners having more than 66-2/3% of the aggregate Percentage Interests of all Class B Owners.

“Required Class B Purchasers” shall mean, at any time, Committed Purchasers having Commitments aggregating more than 66-2/3% of the Total Commitment.

“Requirement of Law” shall mean, as to any Person, any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or to which such Person is subject, whether federal, state or local (including usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System).

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“Reuters Screen LIBOR01 Page” shall mean the display designated on the Reuters Monitor Money Rates Service (or any other page that replaces that page on that service for the purpose of displaying comparable name or rates).

“Sale and Servicing Agreement” has the meaning specified in the recitals to this Agreement.

“Supplemental Fee Letter” shall mean the letter agreement, designated therein as the Supplemental Fee Letter and then in effect, entered into on the Closing Date among AmeriCredit, the Issuer and the Administrative Agent, for the benefit of, among others, the Class B Purchasers.

“Support Advances” shall mean, with respect to a Committed Purchaser and any related CP Conduit, any participation held by such Committed Purchaser in such CP Conduit’s Percentage Interest in the Class B Principal Balance which was purchased from such CP Conduit pursuant to a Support Facility and any loans or other advances made by such Committed Purchaser to such CP Conduit pursuant to a Support Facility to fund such CP Conduit’s making or maintaining its purchases hereunder.

“Support Facility” shall mean any liquidity or credit support agreement with a CP Conduit which relates to this Agreement (including any agreement to purchase an assignment of or participation in Class B Notes).

“Support Party” shall mean any other bank, insurance company or other financial institution extending or having a commitment to extend funds to or for the account of a CP Conduit (including by agreement to purchase an assignment of or participation in Class B Notes, by swap agreement, surety or guaranty or by other agreement to provide credit or liquidity enhancement) under a Support Facility. Each Committed Purchaser for a CP Conduit (other than a Committed Purchaser which is also a CP Conduit) shall be deemed to be a Support Party for such CP Conduit.

“Taxes” has the meaning specified in subsection 2.5(a) of this Agreement.

“Termination Date” shall mean the first date on which the Purchase Termination Date for all Class B Purchasers has occurred.

“Termination Event” shall mean:

(a) the occurrence of any Event of Default or Servicer Termination Event or the occurrence of an event or condition which would be an Event of Default or Servicer Termination Event but for a waiver of such event by the Noteholders or the Trustee (unless waived by the Required Class B Owners and Required Class B Purchasers);

(b) any breach on the part of the Issuer, AFC, either Seller, AmeriCredit or the Servicer of any representation or warranty made or deemed made in this Agreement, which

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breach continues unremedied for a period of 30 days after the earlier of the date on which the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, shall have had actual knowledge of such breach and the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, by the Administrative Agent, Required Class B Owners or Required Class B Purchasers; provided, however, that a Termination Event shall be deemed not to have occurred under this clause (b) with respect to a breach of a representation or warranty made or deemed made in this Agreement with respect to a Receivable if the Seller has accepted reassignment of such Receivable in accordance with the terms and conditions of the Sale and Servicing Agreement;

(c) any failure on the part of the Issuer, AFC, either Seller, AmeriCredit or the Servicer duly to observe or perform in any material respect any of the covenants or agreements on its part to be observed or performed contained in this Agreement (other than as provided in clauses (a) or (b) above) which continues unremedied for a period of 30 days after the earlier of the date on which the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, shall have had actual knowledge of such breach and the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Issuer, AFC, such Seller, AmeriCredit or the Servicer, as the case may be, by the Administrative Agent, Required Class B Owners or Required Class B Purchasers.

“Total Commitment” shall mean, on any date of determination, the aggregate Commitments of the Committed Purchasers with respect to the Class B Notes.

“Transfer” has the meaning specified in subsection 8.1(c) of this Agreement.

“Transfer Supplement” has the meaning specified in subsection 8.1(e) of this Agreement.

“Transferee” has the meaning specified in subsection 8.1(c) of this Agreement.

“Trustee” has the meaning specified in the recitals to this Agreement.

“written” or “in writing” (and other variations thereof) shall mean any form of written communication or a communication by means of telex, telecopier device, telegraph or cable.

SECTION 1.2. Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “hereof”, “herein”, and “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; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation”.

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ARTICLE II

AMOUNT AND TERMS OF COMMITMENTS

SECTION 2.1. Purchases.

(a) On and subject to the terms and conditions of this Agreement, on the Closing Date each initial CP Conduit may, in its sole discretion, and each Committed Purchaser that is in a Purchaser Group that does not include a CP Conduit shall, purchase its Purchaser Percentage of the Class B Initial Principal Balance for a purchase price equal to the portion the Class B Initial Principal Balance so purchased.

(b) (i) On and subject to the terms and conditions of this Agreement and prior to the related Purchase Termination Date, each CP Conduit may, in its sole discretion, purchase its Purchaser Percentage of any Additional Class B Principal Amount offered for purchase pursuant to Section 12.6 of the Indenture and subsection 2.1(c) hereof.

(ii) On and subject to the terms and conditions of this Agreement, the Committed Purchasers agree to make purchases of Additional Class B Principal Amounts on or prior to the related Commitment Termination Date.

(c) Each purchase of any Additional Class B Principal Amount hereunder on the applicable Borrowing Date shall be in accordance with the provisions of Section 12.6 of the Indenture upon delivery of a Borrowing Notice by the Issuer to the Administrative Agent received no later than 4:30 p.m., New York City time, at least two Business Days prior to such Borrowing Date, and the Administrative Agent shall give notice of any such Borrowing to the related Agents by telecopier before 9:00 a.m., New York City time, on the Business Day after it receives notice from the Issuer. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Class B Principal Amount which is requested from the Class B Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Class B Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Class B Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Class B Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Class A Principal Amount, an Additional Class B Principal Amount and/or an Additional Class C Principal Amount which, in the aggregate equal at least $50,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder or under the Class A Purchase Agreement or the Class C Purchase Agreement in any calendar week. The Administrative Agent shall promptly forward a copy of each Borrowing Notice received by it to each Agent and each Class B Purchaser.

(d) Each CP Conduit shall notify the Agent for its Purchaser Group by 10:00 a.m., New York City time, on the applicable Purchase Date whether it has elected to make the purchase offered to it pursuant to subsection 2.1(a) or 2.1(b) of this Agreement. In the event that a CP Conduit shall not have timely provided such notice, such CP Conduit shall be deemed to have elected not to make such purchase. Such Agent shall notify each Committed Purchaser for such CP Conduit on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date

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if such CP Conduit has not elected to purchase its entire Purchaser Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which notice shall specify (i) the identity of such CP Conduit, (ii) the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase as provided above, and (iii) the respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice and to the satisfaction of the applicable conditions set forth in Article III hereof, each of such CP Conduit’s Committed Purchasers shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the portion of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, which such CP Conduit has not elected to purchase, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased. Subject to the satisfaction of the applicable conditions set forth in Article III hereof, each Committed Purchaser that is part of a Purchaser Group that does not include a CP Conduit shall make a purchase of Class B Notes on the applicable Purchase Date in an amount equal to its Liquidity Percentage of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as the case may be, for a purchase price equal to its share of the Class B Initial Principal Balance or the Additional Class B Principal Amount, as applicable, so purchased.

(e) Each Class B Purchaser’s purchase price payable pursuant to subsection 2.1(a), 2.1(b) or 2.1(d) of this Agreement shall be made available to the Agent for its Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article III hereof, at or prior to 2:00 p.m., New York City time, on the applicable Purchase Date, by deposit of immediately available funds to an account of such Agent specified in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any Class B Purchaser either fails to make such funds available to such Agent before such time or notifies such Agent that it will not make such funds available to such Agent before such time. Subject to (i) such Agent’s receipt of such funds and (ii) the fulfillment of the applicable conditions set forth in Article III hereof, as determined by such Agent, such Agent will not later than 4:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account in the United States specified by the Issuer in the applicable Borrowing Notice or, in the case of the purchase on the Closing Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Closing Date.

(f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article III hereof with respect to a purchase, a CP Conduit elected to make a purchase on a Purchase Date but failed to make its purchase price available to the Agent for its Purchaser Group when required by subsection 2.1(e) of this Agreement, such CP Conduit shall be deemed to have rescinded its election to make such purchase, and neither the Issuer nor any other party shall have any claim against such CP Conduit by reason of its failure to timely make such purchase. In any such case, such Agent shall give notice of such failure not later than 2:30 p.m., New York City time, on the Purchase Date to each Committed Purchaser for such CP Conduit and to the Issuer and the Servicer, which notice shall specify (i) the identity of such CP Conduit, (ii) the amount of the purchase which it had elected but failed to make and (iii) the

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respective Liquidity Percentages of such Committed Purchasers on such Purchase Date (as determined by such Agent in good faith; for purposes of such determination, such Agent shall be entitled to rely conclusively on the most recent information provided by such CP Conduit or its agent or by the agent for its Support Parties). Subject to receiving such notice, each of such CP Conduit’s Committed Purchasers shall purchase a portion of the Class B Principal Balance in an amount equal to its Liquidity Percentage of the amount described in clause (ii) above at or before 4:00 p.m., New York City time, on such Purchase Date and otherwise in accordance with subsection 2.1(d) of this Agreement. Subject to such Agent’s receipt of such funds, such Agent will not later than 5:00 p.m., New York City time, on such Purchase Date make such funds available, in the same type of funds received, by wire transfer thereof to the account of the Issuer described in subsection 2.1(e) of this Agreement, which payment shall be deemed to be timely for purposes of the Indenture.

(g) In no event shall a Committed Purchaser be required on any date to purchase an Additional Class B Principal Amount which would result in its Percentage Interest of the Class B Principal Balance, determined after giving effect to such purchase, exceeding its Commitment. In no event may any Additional Class B Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Class B Purchaser be obligated to purchase any Additional Class B Principal Amount, to the extent that, after giving effect to such Additional Class B Principal Amount, the Class B Principal Balance would exceed the Class B Facility Limit.

SECTION 2.2. Reductions and Extensions of Commitments.

(a) At any time the Issuer may, upon at least two Business Days’ prior written notice to the Administrative Agent, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $2,500,000 or integral multiples of $500,000 in excess thereof (or such other amount requested by the Issuer to which the Administrative Agent consents). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) of this Agreement shall be allocated (x) to the Maximum Purchase Amount of each CP Conduit, pro rata based on the Purchaser Percentage represented by such Maximum Purchase Amount, and (y) to the aggregate Commitments of Committed Purchasers pro rata based on their respective Liquidity Percentages, provided that if the Commercial Paper Notes of any CP Conduit are not rated at least “A-1” or the equivalent by any two of Standard & Poor’s, Moody’s and Fitch Rating Services, the Issuer may allocate a non-pro rata portion of any such reduction to the Maximum Purchase Amount of such CP Conduit and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such CP Conduit which is a Downgraded Purchaser (it being understood that the Issuer will allocate any reduction of the Maximum Purchase Amounts of any CP Conduit pro rata according to its Maximum Purchase Amounts, if any, under each of the Class A Note Purchase Agreement, the Class B Note Purchase Agreement and the Class C Note Purchase Agreement).

(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such Class B Purchaser shall be automatically reduced to zero.

(c) So long as no Termination Event has occurred and is continuing, the Issuer may request, through the Administrative Agent, that each Class B Purchaser consent to an

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extension of the Commitment Termination Date for such period as the Issuer may specify (the “Extension Length”), which decision will be made by each Class B Purchaser in its sole discretion, provided that on the date of the effectiveness of any such extension, and after giving effect to such extension, the Commitment Termination Date will not be more than 364 days from such date. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Class B Purchaser in its Purchaser Group thereof. Not more than 60 days following the date of a request for an extension (such 60-day period, the “Election Period”), each Class B Purchaser shall notify the Agent for its Purchaser Group of its willingness or refusal to so consent to an extension of the Commitment Termination Date, and such Agent shall notify the Issuer and the Administrative Agent of such willingness or refusal by each Class B Purchaser not later than the Business Day following the last day of the Election Period. Any Class B Purchaser which notifies the applicable Agent of its refusal to consent to the extension or which does not expressly notify such Agent that it is willing to consent to an extension of the Commitment Termination Date during the applicable Election Period shall be deemed to be a (x) Nonextending Class B Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Class B Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement or unless the Purchase Termination Date shall have occurred, a “Partial Expiration Event”) and (y) “Dissenting Purchaser” from the date of its refusal notice or the end of the applicable Election Period. If a Class B Purchaser has agreed to extend its Commitment Termination Date, and, at the end of the applicable Election Period no Termination Event shall have occurred, the Commitment Termination Date for such Class B Purchaser then in effect shall be extended to the date which is the Extension Length after its then current Commitment Expiration Date.

(d) Within two Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Class B Purchaser in such Purchaser Group, the Administrative Agent, the Issuer and the Servicer of the identity of any Dissenting Purchaser and the amount of its Commitment, if any. Any of such Agent, the Issuer or, if the Dissenting Purchaser is a Committed Purchaser, the affected CP Conduit, may (but shall not be required to) request one or more other Class B Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, if the Dissenting Purchaser is a Committed Purchaser, the affected CP Conduit, if any, in its sole discretion, or seek another financial institution reasonably acceptable to such Agent and, if the Dissenting Purchaser is a Committed Purchaser acceptable to the affected CP Conduit, if any, in its sole discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Sale and Servicing Agreement and the Indenture in accordance with Section 8.1 of this Agreement. Each Dissenting Purchaser hereby agrees to assign all or a portion of its Commitment and the amounts payable to it hereunder and under the Sale and Servicing Agreement and the Indenture to a replacement investor identified by the Agent for its Purchaser Group in accordance with the preceding sentence, subject to ratable payment of such Dissenting Purchaser’s Percentage Interest of the Class B Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder.

(e) If a Partial Expiration Event shall have occurred, the Issuer shall give a notice pursuant to Section 10.4 of the Indenture to cause a Limited Amortization Period to commence with the first Collection Period after the applicable Commitment Termination Date,

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and shall specify with respect to such Limited Amortization Period a Class B Limited Amortization Amount at least equal to the related Class B Mandatory Partial Amortization Amount.

SECTION 2.3. Interest, Fees, Expenses, Payments, Etc.

(a) Interest shall accrue on the Class B Principal Balance during each Interest Period at the following rates:

(i) Each CP Conduit’s Percentage Interest of the Class B Principal Balance shall bear interest on each day during each Interest Period at a rate per annum equal to such CP Conduit’s Commercial Paper Rate for such day, except as otherwise provided in clause (ii) below.

(ii) If and to the extent that, and only for so long as, a CP Conduit or its related financing conduit at any time determines in good faith that it is unable to raise or is precluded or prohibited from raising, or that it is not advisable to raise, funds through the issuance of Commercial Paper Notes in the commercial paper market of the United States to finance its purchase or maintenance of its Percentage Interest of the Class B Principal Balance or any portion thereof (which determination may be based on any allocation method employed in good faith by such CP Conduit), including by reason of market conditions or by reason of insufficient availability under any of its Support Facilities or the downgrading of any of its Support Parties, upon notice from such CP Conduit to the Agent for its Purchaser Group and the Administrative Agent, such portion of such CP Conduit’s Percentage Interest of the Class B Principal Balance shall bear interest at a rate per annum equal to the Alternative Rate, rather than as otherwise determined pursuant to clause (i) above.

(iii) Except as set forth in clause (iv) below, each Committed Purchaser’s (other than a Committed Purchaser which is a CP Conduit) Percentage Interest of the Class B Principal Balance shall bear interest for each Interest Period at a rate per annum equal to the Alternative Rate.

(iv) For each Committed Purchaser in a Purchaser Group that does not include a CP Conduit, such Committed Purchaser’s Percentage Interest of the Class B Principal Balance shall bear interest for each Interest Period at a rate per annum equal to the Alternative Rate; provided, that the Applicable LIBOR Spread shall be deemed to be 0.00% for purposes of calculating such Alternative Rate except at such time as any portion of the Class B Principal Balance for any other Purchaser Group is bearing interest at the Alternative Rate.

(b) The Issuer shall select the duration of the initial and each subsequent Fixed Period relating to each Borrowing subject to the limitations set forth in the definition of Fixed Period. The Issuer shall give the Administrative Agent and each Agent written notice of such selections (i) with respect to each initial Fixed Period, in the related Borrowing Notice and (ii) with respect to each subsequent Fixed Period, in a notice in the form of Exhibit D hereto, delivered prior to 11:00 a.m., New York City time, on the day before the first day of such Fixed

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Period, provided that if the Issuer shall fail to deliver any such notice, it shall be deemed to have selected a Fixed Period of one day. Unless consented to by each Agent, the aggregate number of Fixed Periods for all Borrowings outstanding at any one time hereunder shall not exceed 10. (A CP Conduit or its related financing conduit may issue Commercial Paper Notes with such maturities as it determines in its sole discretion regardless of the Fixed Period selected by the Issuer.)

(c) The Class B Purchasers shall be entitled to be paid, as a part of Class B Monthly Interest and Fees payable on each Distribution Date, (i) a fee (the “Class B Usage Fee”) in the aggregate amount equal to the Class B Average Principal Balance for the immediately preceding Interest Period times a rate per annum equal to the Class B Usage Fee Rate, plus (ii) a fee (the “Class B Commitment Fee”) in the aggregate amount equal to (A) the Total Commitment times (B) a rate per annum equal to the Class B Commitment Fee Rate. In addition, the Issuer agrees to pay to the Administrative Agent, for the account of itself or the Agents and Class B Purchasers, as the case may be, the amounts set forth in Section 1 of the Supplemental Fee Letter entered into on the Closing Date between the Issuer and the Administrative Agent at the times specified therein.

(d) The principal of and Class B Monthly Interest and Fees in respect of the Class B Notes shall be paid as provided in the Sale and Servicing Agreement and the Indenture. In the case of Class B Notes held by an Agent as agent for members of its Purchaser Group, such Agent shall allocate to the Class B Owners in its Purchaser Group each payment in respect of the Class B Notes received by such Agent in its capacity as Class B Noteholder as provided herein. Payments in reduction of the portion of the Class B Principal Balance evidenced by a Class B Note shall be allocated and applied to Class B Owners of such Class B Note pro rata based on their respective Percentage Interests of the Class B Principal Balance, or in any such case in such other proportions as each affected Class B Purchaser may agree upon in writing from time to time with such Agent and the Issuer; provided that from and after the occurrence of a Partial Expiration Event until the earlier to occur of (i) the Purchase Termination Date and (ii) the date on which (A) the aggregate amount of payments in reduction of the Class B Principal Balance made after the date of the occurrence of the related Partial Expiration Event equals (B) the related Class B Mandatory Partial Amortization Amount, payments in reduction of the portion of the Class B Principal Balance shall be allocated and applied to Nonextending Class B Purchasers and related CP Conduits pro rata based on their respective shares of the Class B Principal Balance which were used to determine such Class B Mandatory Partial Amortization Amount. Payments of interest in respect of the portion of the Class B Principal Balance evidenced by a Class B Note shall be allocated and applied to Class B Owners of such Class B Note pro rata based upon the respective amounts of interest due and payable to them, determined as provided above in subsection 2.3(a). Payments of the Class B Usage Fee shall be allocated and paid to Class B Owners pro rata based upon their respective interest in the Class B Principal Balance for the applicable Interest Period. Payments of the Class B Commitment Fee shall be allocated and paid to the Agent for each Purchaser Group pro rata based on the aggregate Commitments of the Class B Purchasers in such Purchaser Group. Each Class B Purchaser in a Purchaser Group shall be entitled to receive the share of the Class B Commitment Fee allocated to such Purchaser Group as may be agreed upon from time to time between such Class B Purchaser and the Agent for such Purchaser Group.

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(e) Any principal, interest (including interest payable pursuant to this clause (e)), fees or other amounts due and payable hereunder (without regard to any limitations set forth herein on the sources from which such amount may be paid) which are not paid to the Administrative Agent or the Agents, as the case may be, prior to the times set forth in Section 2.3(g) on the due date thereof (whether due pursuant to acceleration or otherwise) shall accrue interest (after as well as before judgment) at the Prime Rate from time to time in effect plus 2.0% per annum from and including the due date thereof to but excluding the date such amount is actually paid. Accrued and unpaid interest in respect of overdue Class B Monthly Interest and Fees, shall be payable as a part of Class B Monthly Interest and Fees on each Distribution Date. Any overdue principal, any accrued and unpaid interest payable pursuant to this subsection 2.3(e) in respect of overdue fees or other amounts not described in the preceding sentence shall be payable on demand and in any event on each Distribution Date by the party obligated to pay such overdue amount.

(f) Unless otherwise specified in an applicable Fee Letter, interest calculated by reference to the Commercial Paper Rate or the Adjusted Eurodollar Rate shall be calculated on the basis of a 360-day year for the actual days elapsed. Interest calculated by reference to the Prime Rate shall be calculated on the basis of a 365- or 366-day year, as applicable, for the actual days elapsed. Class B Usage Fees, Class B Commitment Fees and other periodic fees or amounts payable hereunder shall be calculated, unless otherwise specified in the Supplemental Fee Letter, on the basis of a 360-day year and for the actual days elapsed.

(g) All payments to be made hereunder or under the Sale and Servicing Agreement or the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim in United States dollars and in immediately available funds and shall be made (x) in the case of payments due on an Interim Distribution Date, prior to 2:30 p.m., New York City time, on the due date thereof to each Agent at its account specified on the signature pages hereof or as otherwise directed pursuant to subsection 9.2(b) hereof, and (y) in the case of all other payments, including payments due on Distribution Dates, prior to 12:00 noon, New York City time, on the due date thereof to the Administrative Agent at its account specified in subsection 9.2(b) hereof. Payments received by an Agent or the Administrative Agent after 2:30 p.m., New York City time, shall be deemed to have been made on the next Business Day. The Administrative Agent will distribute such payments received by it to the Agents promptly upon receipt, but no later than 2:00 p.m., New York City time, on the day received if such payment is received prior to 12:00 noon, New York City time, and no later than 12:00 noon, New York City time, on the Business Day after such payment is received if received after 12:00 noon, New York City time. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Trustee, the Issuer or the Servicer makes a payment to the Administrative Agent or an Agent or Class B Purchaser or (ii) the Administrative Agent or an Agent or Class B Purchaser receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy or insolvency law, state or Federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended

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to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Administrative Agent or such Agent or Class B Purchaser, as the case may be.

(h) If its Percentage Interest of the Class B Principal Balance then exceeds zero, each CP Conduit shall notify the Agent for its Purchaser Group at or before 4:00 p.m. on the date on which the Alternative Rate becomes applicable to its Percentage Interest of the Class B Principal Balance or a portion thereof pursuant to subsection 2.3(a)(ii) of this Agreement, of the applicability thereof. Each CP Conduit shall notify such Agent at or before 4:00 p.m., New York City time, on each Interest Rate Determination Date of (x) the estimate of the interest payable to such CP Conduit for the Interest Period ending on the succeeding Distribution Date (such notification may be based on such CP Conduit’s good faith estimate of the Commercial Paper Rate if the actual rate is not then known to such CP Conduit) and (y) the amount of any variation between interest payable to such CP Conduit for the preceding Interest Period based on such notices and estimates and interest which should have been payable to such CP Conduit for such Interest Period based on its final determination of the Commercial Paper Rate for such Interest Period. The amount of any shortfall in interest based on such variation shall be included in the portion of Class B Monthly Interest and Fees payable to such CP Conduit on the following Distribution Date, and the amount of any overpayment of interest to such CP Conduit based on such variation shall be credited, dollar for dollar, against the portion of Class B Monthly Interest and Fees otherwise payable to such CP Conduit for the following Interest Period. Each determination by a CP Conduit of its applicable Commercial Paper Rate pursuant to this Agreement shall be conclusive and binding on the Class B Purchasers, each Agent, the Administrative Agent, the Issuer, the Servicer and the Trustee in the absence of manifest error.

(i) If the Percentage Interest of the Class B Principal Balance of a CP Conduit then exceeds zero, the Agent for its Purchaser Group shall notify the Issuer and the Servicer before 4:00 p.m. on the date on which the Alternative Rate becomes applicable to the Percentage Interest of the Class B Principal Balance of such Class B Purchaser in such Purchaser Group (or a portion thereof) pursuant to subsection 2.3(a)(ii) of this Agreement, of the occurrence thereof. On each date on which the Alternative Rate is applicable to any portion of the Class B Principal Balance and the Adjusted Eurodollar Rate or the Prime Rate changes, the Administrative Agent shall notify the Issuer and the Servicer of the Alternative Rate and the Prime Rate, if then applicable to any portion of the Class B Principal Balance. For such purposes, the Agents may rely conclusively on notices from CP Conduits as to the interest rate or rates from time to time applicable to their respective Percentage Interest of the Class B Principal Balance. Each Agent shall notify the Administrative Agent on or before each Interest Rate Determination Date of (x) the interest payable to the Class B Purchasers in its Purchaser Group for the Interest Period ending on the succeeding Distribution Date (such notification from an Agent may be based on each CP Conduit’s notices and estimates of the Commercial Paper Rate as provided to such Agent pursuant to subsection 2.3(h) hereof) and (y) the amount of any variation between the amount of interest payable on the Percentage Interest of the Class B Principal Balance of Class B Purchasers in its Purchaser Group based on notices and estimates delivered pursuant to this subsection 2.3(i) and the actual amount thereof for the preceding Interest Period. The amount of any shortfall in interest based on such variation shall be a positive “Estimated Interest Adjustment” for such Interest Period, and the amount of any overpayment of interest based on

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such variation shall be a negative “Estimated Interest Adjustment” for such Interest Period. Any positive Estimated Interest Adjustment for an Interest Period shall be deemed not due on the Distribution Date for such Interest Period, but shall be due on the Distribution Date related to the next succeeding Interest Period and in any event on the final Distribution Date for Class B Notes. An Estimated Interest Adjustment shall not bear interest, unless not paid when due as provided in the preceding sentence. Each determination of the Commercial Paper Rate, the Alternative Rate and the Prime Rate by the Administrative Agent or an Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Class B Purchasers, the Issuer, the Administrative Agent, the Servicer and the Trustee in the absence of manifest error.

(j) On the Business Day prior to each Interim Distribution Date, each Class B Purchaser shall notify the Agent for its Purchaser Group, and each Agent shall notify the Administrative Agent, of the amount of interest accrued and unpaid on the portion of the Class B Principal Balance held by such Class B Purchaser or Purchaser Group, as the case may be, which is scheduled to be repaid on such Interim Distribution Date.

(k) Notwithstanding anything contained herein or in the Supplemental Fee Letter, from and after the occurrence of a Termination Event, whether or not declared, the Class B Principal Balance shall accrue interest (after as well as before judgment) at the Prime Rate from time to time in effect plus 2.0%.

SECTION 2.4. Requirements of Law.

(a) In the event that any Class B Purchaser shall have reasonably determined that any Regulatory Change shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, such Class B Purchaser and the result of any of the foregoing is to increase the cost to such Class B Purchaser, by an amount which such Class B Purchaser deems to be material, of maintaining its Commitment or its interest in the Class B Notes or to reduce any amount receivable in respect thereof, then, in any such case, after submission by such Class B Purchaser to the Agent for its Purchaser Group of a written request therefor and the submission by such Agent to the Issuer and the Servicer of such written request therefor, such Class B Purchaser (through the Agent for its Purchaser Group) shall be entitled to be paid, but only to the extent funds are then or thereafter become available therefor pursuant to subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement, any additional amounts necessary to compensate such Class B Purchaser for such increased cost or reduced amount receivable, to the extent not already reflected in the applicable interest rate, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this subsection 2.4(a), if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

(b) In the event that any Class B Purchaser shall have reasonably determined that any Regulatory Change regarding capital adequacy has the effect of reducing the rate of return on such Class B Purchaser’s capital or on the capital of any Person controlling such Class B Purchaser as a consequence of its obligations hereunder or its maintenance of its

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Commitment or its interest in the Class B Notes to a level below that which such Class B Purchaser or such Person could have achieved but for such Regulatory Change (taking into consideration such Class B Purchaser’s or such Person’s policies with respect to capital adequacy) by an amount deemed by such Class B Purchaser or such Person to be material, then, from time to time, after submission by such Class B Purchaser to the Agent for its Purchaser Group of a written request therefor and submission by such Agent to the Issuer and the Servicer of such written request therefor, such Class B Purchaser (through the Agent for its Purchaser Group) shall be entitled to be paid, but only to the extent funds are then or thereafter become available therefor pursuant subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement, such additional amount or amounts as will compensate such Class B Purchaser or such Person, as applicable, for such reduction, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this subsection 2.4(b) of this Agreement, if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date). Nothing in this subsection 2.4(b) shall be deemed to require the Issuer to pay any amount to a Class B Purchaser to the extent such Class B Purchaser has been compensated therefor under another provision of this Agreement or to the extent such amount is already reflected in the applicable interest rate.

(c) Each Class B Purchaser agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to subsections 2.4(a) and 2.4(b) of this Agreement, including but not limited to designating a different Investing Office for its Class B Notes (or any interest therein) if such designation will avoid the need for, or reduce the amount of, any increased amounts referred to in subsection 2.4(a) or 2.4(b) hereof and will not, in the reasonable opinion of such Class B Purchaser, be unlawful or otherwise disadvantageous to such Class B Purchaser or inconsistent with its policies or result in any unreimbursed cost or expense to such Class B Purchaser or in an increase in the aggregate amount payable under subsections 2.4(a) and 2.4(b) hereof. If such claim is not eliminated by any such designation or no such designation is done and the Class B Purchaser does not waive payment of such amount, the Issuer shall have the right to procure a replacement purchaser which is not so affected and which is reasonably acceptable to the Agent for the related Purchaser Group and the Administrative Agent (a “Replacement Purchaser”) to replace such Class B Purchaser. No replacement of a Class B Purchaser shall be effected pursuant to this subsection 2.4(c) if, after giving effect thereto, any amounts shall be owing to the replaced Class B Purchaser hereunder. Each affected Class B Purchaser hereby agrees to take, at the Issuer’s expense, all actions necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

Notwithstanding the foregoing, (i) if the Class B Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the entire Purchase Group related to such Committed Purchaser shall be replaced and (ii) if the Class B Purchaser being replaced pursuant to this subsection is a CP Conduit, the Replacement Purchaser shall be acceptable to all related Committed Purchasers. In the event that a proposed Replacement Purchaser designated by the Issuer and approved by the applicable Agent and the Administrative Agent as provided in this subsection is not acceptable to the applicable Committed Purchasers, and another replacement Class B Purchaser has not been promptly procured as provided in this subsection with the consent of all affected parties, then any Class B Purchaser which failed to consent to such replacement may be replaced by a Replacement Purchaser as provided in this subsection.

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(d) Each Class B Purchaser claiming increased amounts described in subsection 2.4(a) or 2.4(b) of this Agreement will furnish to the Agent for its Purchaser Group (together with its request for compensation) a certificate prepared in good faith setting forth the basis and the calculation of the amount (in reasonable detail) of each request by such Class B Purchaser for any such increased amounts referred to in subsection 2.4(a) or 2.4(b) hereof. Any such certificate shall be conclusive absent manifest error, and such Agent shall deliver a copy thereof to the Issuer and the Servicer. Failure on the part of any Class B Purchaser to demand compensation for any amount pursuant to subsection 2.4(a) or 2.4(b) hereof with respect to any period shall not constitute a waiver of such Class B Purchaser’s right to demand compensation with respect to such period; provided, however, notwithstanding the foregoing provisions of this Section 2.4, a Class B Purchaser shall not be compensated for any such amount relating to any period ending, and of which such Class B Purchaser has had knowledge, more than six months prior to the date that such Class B Purchaser notifies the Issuer and the Servicer in writing thereof or for any amounts resulting from a change by any Class B Purchaser of its Investing Office (other than changes required by law or changes made pursuant to subsection 2.4(c)).

SECTION 2.5. Taxes.

(a) All payments made to the Class B Purchasers, the Agents or the Administrative Agent under this Agreement and the Sale and Servicing Agreement and the Indenture (including all amounts payable with respect to the Class B Notes) shall, to the extent allowed by law, be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority (collectively, “Taxes”), excluding (i) income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the net income of such Class B Purchaser, Participant, Agent or the Administrative Agent (as the case may be) or the gross receipts or income of such Class B Purchaser, Participant, Agent or the Administrative Agent, as the case may be; (ii) any Taxes that would not have been imposed but for the failure of such Class B Purchaser, Participant, Agent or the Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Class B Purchaser, Participant, Agent or the Administrative Agent, as applicable; and (iii) any Taxes imposed as a result of a change by any Class B Purchaser or Participant of its Investing Office (other than changes mandated by this Agreement, including subsection 2.4(c) hereof, or required by law) (all such excluded taxes being hereinafter called “Excluded Taxes”).

If, as a result of any change in law, treaty or regulation or in the interpretation or administration thereof by any governmental or regulatory agency or body charged with the administration or interpretation thereof, or the adoption of any law, treaty or regulation, any Taxes, other than Excluded Taxes, are required to be withheld from any amounts payable to a

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Class B Purchaser or Agent or the Administrative Agent hereunder or under the Sale and Servicing Agreement or the Indenture, then after submission by any Class B Purchaser to the Agent for its Purchaser Group (in the case of an amount payable to a Class B Purchaser) and by any Agent or the Administrative Agent to the Issuer and the Servicer of a written request therefor, the amounts so payable to such Class B Purchaser or Agent or the Administrative Agent, as applicable, shall be increased, and such Class B Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as applicable, shall be entitled to be paid (in the case of payments from a Seller or the Issuer, only to the extent funds are then or thereafter available therefor pursuant to clause (xiii) of subsection 5.5(a) or (xii) of subsection 5.5(b) of the Sale and Servicing Agreement), the amount of such increase to the extent necessary to yield to such Class B Purchaser or Agent or the Administrative Agent, as applicable (after payment of all such Taxes) interest or any such other amounts payable hereunder or thereunder at the rates or in the amounts specified in this Agreement or in the Sale and Servicing Agreement and the Indenture, as applicable, no later than the Distribution Date following receipt by the Issuer and the Servicer of a request for such additional amounts under this subsection 2.5(a), if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date); provided, however, that the amounts so payable to such Class B Purchaser or Agent or the Administrative Agent shall not be increased pursuant to this subsection 2.5(a) if such requirement to withhold results from the failure of such Person to comply with subsection 2.5(c) hereof. Whenever any Taxes are payable on or with respect to amounts distributed to a Class B Purchaser or Agent or the Administrative Agent, as promptly as possible thereafter the Issuer and the Servicer shall send to the Agent, on behalf of such Class B Purchaser, or to such Agent or the Administrative Agent, as applicable, a certified copy of an original official receipt showing payment thereof. Notwithstanding any other provisions of this Section 2.5, the Servicer shall not have any liability under this Section 2.5 for the payment of Taxes except for Taxes (other than Excluded Taxes) assessed on indemnification payments made or required to be made by the Servicer for its own account under Section 2.6 of this Agreement. If the Issuer, the Sellers or the Servicer, as applicable, fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent, on behalf of itself or such Class B Purchaser, or to such Agent or the Administrative Agent, as applicable, the required receipts or other required documentary evidence, such Class B Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as applicable, shall be entitled to be paid, in the case of a failure by the Issuer or AFC, only to the extent funds are then or thereafter available therefor pursuant to clause (xiii) of subsection 5.5(a) or (xii) of subsection 5.5(b) of the Sale and Servicing Agreement) or in the case of a failure by the Servicer, by such entity, as the case may be, any incremental taxes, interest or penalties that may become payable by such Class B Purchaser or Agent or the Administrative Agent, as applicable, as a result of any such failure no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for payment under this subsection 2.5(a), if such request is received by the Issuer and the Servicer no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

(b) A Class B Purchaser claiming increased amounts under subsection 2.5(a) hereof for Taxes paid or payable by such Class B Purchaser will furnish to the applicable Agent a certificate prepared in good faith setting forth the basis and amount of each request by such

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Class B Purchaser for such Taxes, and such Agent shall deliver a copy thereof to the Issuer and the Servicer. An Agent or the Administrative Agent claiming increased amounts under subsection 2.5(a) hereof for its own account for Taxes paid or payable by such Agent or the Administrative Agent, as applicable, will furnish to the Issuer and the Servicer a certificate prepared in good faith setting forth the basis and amount of each request by the Agent or the Administrative Agent for such Taxes. Any such certificate of a Class B Purchaser or Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Class B Purchaser or Agent or the Administrative Agent to demand additional amounts pursuant to subsection 2.5(a) of this Agreement with respect to any period shall not constitute a waiver of the right of such Class B Purchaser or Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. All such amounts shall be due and payable to such Class B Purchaser (through the applicable Agent) or Agent or the Administrative Agent, as the case may be, on the Distribution Date following receipt by the Issuer and the Servicer of such certificate, if such certificate is received by the Issuer and the Servicer at least five Business Days prior to the Determination Date related to such Distribution Date and otherwise shall be due and payable on the following Distribution Date (or, if earlier, on the Termination Date).

(c) Each Class B Purchaser and each Participant holding an interest in Class B Notes agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Issuer, the Servicer, the Trustee, the applicable Agent and the Administrative Agent (i) if such Class B Purchaser or Participant is not incorporated under the laws of the United States or any State thereof, two duly completed copies of the U.S. Internal Revenue Service Form W-8ECI or Form W-8BEN claiming treaty benefits, or in either case successor applicable forms required to evidence that the Class B Purchaser or Participant is entitled to receive payments under this Agreement and with respect to the Class B Notes without deduction or withholding of any United States federal income taxes, (ii) in the case of any other Class B Purchaser or Participant, a duly completed U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (iii) such other forms and information as may be required to confirm the availability of any applicable exemption from United States federal, state or local withholding taxes. Each Class B Purchaser or Participant holding an interest in Class B Notes also agrees to deliver to the Issuer, the Servicer, the Trustee, the applicable Agent and the Administrative Agent two further copies of such Form W-8ECI, Form W-8BEN claiming treaty benefits or Form W-9, or such successor applicable forms or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by an Agent or the Administrative Agent, unless in any such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Class B Purchaser is no longer eligible to deliver then-applicable form set forth above and so advises the Issuer, the applicable Agent and the Administrative Agent. Each Class B Purchaser certifies, represents and warrants as of the Closing Date, each Assignee and each Participant (in either case other than a Support Party) shall certify, represent and warrant as a condition of acquiring its Assignment or Participation as of the effective date of the Transfer Supplement to which it is a party or of such Participation, as the case may be, and each Support Party shall certify, represent and warrant as of the effective date of its becoming a Support Party, that (x) it is entitled to receive payments under this Agreement and with respect to the Class B Notes without deduction or withholding of any United States federal income taxes and (y) it is entitled to an exemption from United States backup withholding tax.

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(d) Each Class B Purchaser agrees that it shall use its reasonable efforts to designate a different Investing Office if such designation will eliminate or reduce any amount due under this Section 2.5 and will not, in the reasonable opinion of such Class B Purchaser, be unlawful or otherwise disadvantageous to such Class B Purchaser or inconsistent with its policies or result in any unreimbursed cost or expense to such Class B Purchaser. If such amount is not eliminated by any such designation or no such designation is done and the Class B Purchaser does not waive payment of such amount, the Issuer shall have the right to procure a replacement purchaser which is not so affected and which is reasonably acceptable to the Agent for the related Purchaser Group and the Administrative Agent (a “Replacement Purchaser”) to replace such Class B Purchaser. No replacement of a Class B Purchaser shall be effected pursuant to this subsection 2.5(d) if, after giving effect thereto, any amounts shall be owing to the replaced Class B Purchaser hereunder. Each affected Class B Purchaser hereby agrees to take all actions necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

Notwithstanding the foregoing, (i) if the Class B Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the Replacement Purchaser shall be acceptable to the related CP Conduit, if any, and (ii) if the Class B Purchaser being replaced pursuant to this subsection is a CP Conduit, the Replacement Purchaser shall be acceptable to all related Committed Purchasers; and it shall be a condition of such replacement Committed Purchaser that such Replacement Purchaser enter into substitute Support Facilities for those to which the Class B Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In the event that a proposed Replacement Purchaser designated by the Issuer and approved by the applicable Agent and the Administrative Agent as provided in this subsection is not acceptable to the applicable CP Conduit or the applicable Committed Purchasers, as applicable, or has not within a reasonable period entered into applicable Support Facilities, and another replacement Class B Purchaser has not been promptly procured as provided in this subsection with the consent of all affected parties, then any Class B Purchaser which failed to consent to such replacement or to enter into such Support Facilities may be replaced by a Replacement Purchaser as provided in this subsection.

SECTION 2.6. Indemnification.

(a) Without limiting any other rights which any such Person may have hereunder or under applicable law, AmeriCredit hereby agrees to indemnify each of the Administrative Agent, the Agents, and the Class B Purchasers, and each other Affected Party and each of their Affiliates, and each of their respective successors, transferees, participants and assigns and all officers, directors, managers, shareholders, controlling persons, employees, members and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnitee”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby or the use of proceeds therefrom by the Issuer, including (without limitation) in respect of the funding of any Borrowing or in respect of any Receivable,

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excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnitee or its agent or subcontractor, (b) except as otherwise provided herein, non-payment by any obligor of an amount due and payable with respect to a Receivable, (c) any loss in value of any Financed Vehicle or Eligible Investment due to changes in market conditions or for other reasons beyond the control of AmeriCredit or the Issuer, (d) any Excluded Tax or (e) any amount which represents legal, accounting or other costs incurred by any Indemnitee in respect of any legal action between such Indemnitee and AmeriCredit or any Affiliate of AmeriCredit if a court of competent jurisdiction makes a final determination that AmeriCredit is the prevailing party. Without limiting the foregoing, but subject to the exclusions (a) through (e) above, AmeriCredit agrees to indemnify each Indemnitee for Indemnified Amounts arising out of or relating to:

(i) the breach of any representation or warranty made by the Issuer, either Seller (or any of its officers) or AmeriCredit (in any capacity) or any Affiliate of AmeriCredit under or in connection with this Agreement or the other Basic Documents, any Servicer’s Certificate, Borrowing Notice or any other information, report or certificate delivered by the Issuer, either Seller, Servicer or AmeriCredit (in any capacity) or an Affiliate of AmeriCredit pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(ii) the failure by the Issuer, either Seller, the Servicer or AmeriCredit (in any capacity) to comply in any material way with any applicable law, rule or regulation with respect to any Receivable or any Financed Vehicle, or the nonconformity of any Receivable with any such applicable law, rule or regulation;

(iii) the failure to vest and maintain vested in the Trust Collateral Agent, for the benefit of the Noteholders, a first-priority security interest in all the Collateral, free and clear of any Lien;

(iv) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);

(v) any failure of AmeriCredit or an Affiliate of AmeriCredit, as Servicer, to perform its duties or obligations in accordance with the provisions of the Sale and Servicing Agreement or any provision contained in any other Basic Document;

(vi) any claim involving products liability that arises out of or relates to merchandise or services that are the subject of any Receivable or strict liability claim in connection with any Financed Vehicle related to a Receivable;

(vii) any tax or governmental fee or charge (but not including any Excluded Taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the making, maintenance or funding, directly or indirectly, of any Borrowing, or any other interest in the Collateral;

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(viii) the offering or sale of the Notes or the offering or effectuation of any Take-Out Securitization;

(ix) the commingling of the proceeds of the Collateral at any time with other funds; or

(x) the occurrence of a CP Conduit Consolidation Event.

If for any reason (other than the exclusions (a) through (e) set forth in the first paragraph of this Section 2.6(a)) the indemnification provided above in this Section 2.6(a) is unavailable to an Indemnitee or is insufficient to hold an Indemnitee harmless, then AmeriCredit shall contribute to the amount paid or payable by such Indemnitee as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnitee, on the one hand, and AmeriCredit, its Affiliates and the Issuer, on the other hand, but also the relative fault of such Indemnitee, on the one hand, and AmeriCredit, its Affiliates or the Issuer, on the other hand, as well as any other relevant equitable considerations.

(b) AmeriCredit and any successor Servicer, by accepting its appointment as Servicer pursuant to the Sale and Servicing Agreement, (i) shall agree to be bound by the terms, covenants and conditions contained herein applicable to the Servicer and to be subject to the duties and obligations of the Servicer hereunder, (ii) as of the date of its acceptance, shall be deemed to have made with respect to itself only the representations and warranties made by the Servicer in subsections 4.1(a) through 4.1(e) hereof (in the case of subsection 4.1(a) with appropriate factual changes) and (iii) shall severally as to itself agree to indemnify and hold harmless any Indemnitee from and against any and all claims, damages, losses, liabilities, costs or expenses (including the fees and expenses of counsel) whatsoever which such Indemnitee may incur (or which may be claimed against such Indemnitee) by reason of the negligence or willful misconduct of AmeriCredit or such successor Servicer, as applicable, in exercising its powers and carrying out its obligations as Servicer under this Agreement, the Sale and Servicing Agreement or any Related Document.

(c) In the event that for any reason, (i) the basis for calculation of interest on any portion of any CP Conduit’s Percentage Interest of the Class B Principal Balance shall change from the Commercial Paper Rate to the Alternative Rate or from the Adjusted Eurodollar Rate to the Prime Rate or, with respect to a Committed Purchaser in a Purchaser Group that does not include a CP Conduit, the basis for calculation of interest on such Committed Purchaser’s Percentage Interest of the Class B Principal Balance is calculated pursuant to the proviso to Section 2.3(a)(iv), (ii) the Issuer shall revoke or cancel any Borrowing Notice or decrease the Additional Class B Principal Amount subject thereto, or (iii) any Class B Purchaser receives any repayment of any portion of its share of any Borrowing constituting a part of the Class B Principal Balance on a date other than the last day of a Fixed Period for such Borrowing, including, without limitation, on an Interim Distribution Date, then in any such case each affected Class B Purchaser shall be entitled to be indemnified by the Issuer or, if the Issuer does not pay such indemnity within the time period described below, AmeriCredit, against, and to be paid the amount equal to any loss or reasonable out-of-pocket expense suffered by such Class B Purchaser as a result of such change or such repayment, including, in the case of a CP Conduit,

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any loss, cost or expense suffered by such CP Conduit by reason of its or its related financing conduit’s issuance of Commercial Paper Notes or its incurrence of other obligations reasonably allocated by such CP Conduit to its funding or the maintenance of its funding of its share of the Class B Principal Balance, or, in the case of any Class B Purchaser, redeploying funds prepaid or repaid, in amounts which correspond to its share of the Class B Principal Balance, but in each case only to the extent funds are then or thereafter available therefor pursuant to subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement. A statement setting forth in reasonable detail the calculations of any additional amounts payable pursuant to this Section submitted by a Class B Purchaser or Agent or by the Administrative Agent, as the case may be, to the Issuer and AmeriCredit and shall be conclusive absent manifest error. Amounts payable pursuant to this subsection 2.6(c) shall be due no later than the Distribution Date following receipt by the Issuer and AmeriCredit of such request for payment under this subsection 2.6(c), if such request is received by the Issuer and AmeriCredit no later than five Business Days prior to the Determination Date related to such Distribution Date, and otherwise on the following Distribution Date (or, if earlier, on the Termination Date).

(d) The Issuer and AmeriCredit agree to indemnify the Class B Purchasers for any reasonable costs and expenses incurred in connection with the termination of any hedge agreement to which the Issuer is a party.

SECTION 2.7. Expenses, etc.

(a) The Sellers agree to pay on demand (i) to the Administrative Agent and the initial Class B Purchasers and Agents all reasonable costs and expenses in connection with the preparation, execution, and delivery of this Agreement and the other documents to be delivered hereunder or in connection herewith, including, subject to the limitations specified in the Fee Letters and the Supplemental Fee Letter, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (ii) to the Administrative Agent all reasonable costs and expenses in connection with the preparation, execution, and delivery of Joinder Supplements and the other documents to be delivered in connection therewith, including, subject to the limitations specified in the Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of counsel with respect thereto, (iii) to the Administrative Agent and each Agent and Class B Purchaser all reasonable costs and expenses in connection with any amendments of or waivers or consents under this Agreement or the Related Documents, including in each case the reasonable fees and out-of-pocket expenses of counsel with respect thereto, and (iv) to the Administrative Agent and each Agent and Class B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of this Agreement or any of the Related Documents, and the other documents delivered thereunder or in connection therewith. Upon being found to have breached its own representations, warranties or obligations under this Agreement or any Related Documents, the Servicer agrees to pay to the Administrative Agent and each Agent and Class B Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, incurred solely in connection with the enforcement of such representations, warranties or obligations against the Servicer.

(b) The Sellers agree to pay on demand any and all stamp, transfer and other similar taxes (other than Excluded Taxes) and governmental fees payable in connection with the

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execution, delivery, filing and recording of any of the Related Documents and each related Support Facility, and agrees to save each Class B Purchaser and Agent and the Administrative Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

SECTION 2.8. Effect of Event of Default.

(a) Optional Termination. Upon the occurrence of an Event of Default (other than an Event of Default described in Section 5.1(iii) or (iv) of the Indenture), the Administrative Agent may with the consent of the Majority Class B Purchasers, and, at the direction of the Majority Class B Purchasers, the Administrative Agent shall declare the Purchase Termination Date to have occurred, whereupon the Commitments of the Committed Purchasers, if any, hereunder shall terminate.

(b) Automatic Termination. Upon the occurrence of an Event of Default described in Section 5.1(iii) or (iv) of the Indenture, the Purchase Termination Date shall be deemed to have occurred automatically, and the Commitments of the Committed Purchasers, if any, hereunder shall be deemed to have terminated.

ARTICLE III

CONDITIONS PRECEDENT

SECTION 3.1. Conditions to Closing. The following shall be conditions precedent to the effectiveness of this Agreement:

(a) the representations and warranties of AFC, AmeriCredit and the Issuer set forth or referred to in Article IV hereof shall be true and correct in all material respects on the Closing Date (except for representations and warranties which relate to a specific date, which shall be true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;

(b) the Fee Letters and the Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Administrative Agent; and

(c) the Administrative Agent and the Agents shall have received on the Closing Date the following items, each of which shall be in form and substance satisfactory to the Agents:

(i) an Officer’s Certificate of AFC confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AFC only) above;

(ii) an Officer’s Certificate of AmeriCredit confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AmeriCredit only) above;

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(iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Issuer only) above;

(iv) a copy of (A) the charter and by-laws of, and an incumbency certificate with respect to its officers executing any of the Related Documents on the Closing Date on behalf of, each of AmeriCredit and AFC, certified by an authorized officer, and (B) resolutions of the Board of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by an authorized officer;

(v) a certificate issued no earlier than 30 days prior to the Closing Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each of AFC, the Issuer and AmeriCredit;

(vi) the favorable written opinions of counsel for AFC, AmeriCredit, and the Issuer, addressed to the Administrative Agent and each Agent and Class B Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class B Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit and the Issuer is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; provided, that certificate of title opinions with respect to Financed Vehicles located in California and Florida shall be delivered to the Administrative Agent and the Agents within fifteen calendar days of the Closing Date;

(vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;

(viii) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class B Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;

(ix) counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the Issuer, the Sellers, the Servicer, the Administrative Agent and Noteholders representing the Required Class B Owners and Required Class B Purchasers; and

(x) such additional documents, instruments, certificates or letters as the Administrative Agent or any Agent or Class B Purchaser may reasonably request.

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(d) the Class A Notes, the Class B Notes and the Class C Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Net Spread Reserve Account and the Collateral Account shall have been established with the Trustee;

(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class B Purchasers and Agents) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class B Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;

(f) the Administrative Agent and the Agents shall have received the following:

(i) within 45 days of the Closing Date a report by nationally recognized independent certified public accountants ( the “Independent Accountants”) on the results of an audit performed by them which report is in form and substance satisfactory to each Agent; and

(ii) the duly executed Class B Note(s) registered in the name of each Agent as nominee on behalf of the Class B Owners in its Purchaser Group.

(g) evidence satisfactory to each initial CP Conduit that its purchase of Class B Notes hereunder will not result in a reduction or withdrawal of the rating of its or its related financing conduit’s Commercial Paper Notes by Moody’s, Standard & Poor’s or any other nationally recognized rating agency rating its Commercial Paper Notes.

SECTION 3.2. Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount on any Purchase Date (including the Closing Date):

(a) the Administrative Agent and Agents shall have timely received a properly completed Borrowing Notice, which shall include a Schedule of Receivables;

(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, including an Event of Default that would be a Termination Event after giving effect to the current Borrowing, and no event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing;

(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;

(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount and

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Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);

(e) after giving effect to the issuance of the Notes or the issuance of any Additional Class A Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, the Class B Principal Balance shall be equal to or less than the Class B Facility Limit;

(f) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;

(g) if Class C Notes have been issued and are outstanding, the related Class C Borrowing Amount shall have been funded by the Class C Noteholders on such Purchase Date;

(h) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(g) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 2.1(b)(viii) of the Sale and Servicing Agreement if the related Borrowing is made on the Transfer Date for the related Receivables); and

(i) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. Representations and Warranties of AmeriCredit, AFC and the Issuer. AmeriCredit, AFC and the Issuer each severally, with respect to itself only, represents and warrants to the Class B Purchasers, the Agents and the Administrative Agent that its representations and warranties (individually or as Seller or Servicer, as applicable) set forth in the Sale and Servicing Agreement, the Indenture and the other Related Documents are true and correct as of the date hereof (except for representations or warranties which relate to a specific date, which shall be true and correct as of such date). AmeriCredit, AFC and the Issuer each severally, with respect to itself only, further represents and warrants to, and agrees with, each Class B Purchaser and Agent and the Administrative Agent that, as of the date hereof and as of each Borrowing Date:

(a) It is duly organized, validly existing and in good standing under the laws of the State of Delaware as a corporation (if AmeriCredit or AFC) or a Delaware statutory trust

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(if the Issuer), with full power and authority under such laws to own its properties and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under this Agreement and the Related Documents to which it is a party.

(b) It has the power and authority to execute, deliver and perform this Agreement and the Related Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement and such Related Documents. When executed and delivered, each of this Agreement and each such Related Document will constitute its legal, valid and binding agreement, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally. The enforceability of its obligations under such agreements is also subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and indemnification sought in respect of securities laws violations may be limited by public policy.

(c) No consent, license, approval or authorization of, or registration with, any governmental authority, bureau or agency is required to be obtained in connection with its execution, delivery or performance of each of this Agreement or any Related Documents that has not been duly obtained and which is not and will not be in full force and effect on the Closing Date, except such that may be required by the blue sky laws of any state and except those which the failure to obtain individually or in the aggregate, would not have a material adverse effect on it or the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Related Documents to which it is a party.

(d) The execution, delivery and performance by it of each of this Agreement and the Related Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, its charter or by-laws or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements which do not affect the legality, validity or enforceability of any of such agreements or the Receivables and which, individually or in the aggregate, would not have a material adverse effect on it or the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Related Documents to which it is a party).

(e) To its knowledge, except to the extent already disclosed in writing to the Administrative Agent and the Class B Purchasers, there is no litigation or administrative proceeding before any court, tribunal or governmental body presently pending or threatened, against it with respect to this Agreement and the Related Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its properties, in each case which would have a material adverse effect on it or the transactions contemplated by, or its ability to perform its respective obligations under, this Agreement or the Related Documents to which it is a party.

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(f) It has delivered to the Administrative Agent and each Agent complete and correct copies of, in the case of AmeriCredit, its audited consolidated balance sheet as at June 30, 2007, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, accompanied by the report thereon of Deloitte & Touche USA LLP. Such financial statements fairly present in all material respects its financial condition as at such date and the results of its operations for the period ended on such date, all in accordance with United States generally accepted accounting principles or regulatory accounting principles, as applicable, consistently applied, and since June 30, 2007 there has been no material adverse change in its condition or operations.

(g) The issuance and sale of the Notes is exempt from the registration requirements of the Securities Act; the Indenture is exempt from qualification under the Trust Indenture Act, and neither any Seller nor the Issuer is required to be registered under the Investment Company Act.

(h) On the Closing Date and after giving effect to the issuance of the Notes, no Event of Default, Termination Event or Servicer Termination Event has occurred and is continuing, and no event, act or omission has occurred and is continuing which, with the lapse of time, the giving of notice or both, would constitute an Event of Default, Servicer Termination Event or other Termination Event.

(i) No proceeds of any Borrowing will be used by the Issuer to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(j) The chief executive office of the Issuer is located at the Corporate Trust Office (as defined in the Trust Agreement).

(k) The Issuer is solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the Basic Documents. The Issuer has no Indebtedness to any Person other than pursuant to this Agreement and the other Basic Documents. The Issuer, after giving effect to the transactions contemplated by this Agreement and the other Basic Documents, will have adequate funds to conduct its business in the foreseeable future.

(l) The Issuer has filed on a timely basis all tax returns (including, without limitation, foreign, federal, state, local and otherwise) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Issuer. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Issuer in connection with the execution and delivery of this Agreement and the other Basic Documents and the transactions contemplated hereby or thereby including the transfer of each Receivable to the Issuer have been paid or shall have been paid if and when due at or prior to the Closing Date and the relevant Transfer Date, as the case may be.

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(m) Each Servicer’s Certificate and Borrowing Notice is accurate in all material respects as of the date thereof.

(n) Each Receivable and other Collateral was purchased by, or contributed to, the Issuer on the relevant Transfer Date pursuant to the Sale and Servicing Agreement.

(o) All information heretofore or hereafter furnished by or on behalf of the Issuer to any Purchaser, the Administrative Agent or any Agent in connection with this Agreement or any transaction contemplated hereby is and will be true and complete in all material respects and does not and will not omit to state a material fact necessary to make the statements contained therein not misleading.

(p) The Issuer is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.

(q) There has been no material adverse change in the condition (financial or otherwise), business, operations, results of operations, or properties of the Issuer.

(r) The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.

(s) The Issuer has no trade names, fictitious names, assumed names or “doing business as” names.

(t) The Issuer is operated as an entity with assets and liabilities distinct from those of AmeriCredit and any other Affiliates of the Issuer, and the Issuer hereby acknowledges that the Administrative Agent, each of the Agents and each of the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon the Issuer’s identity as a separate legal entity from AmeriCredit and each such Affiliate.

There is not now, nor will there be at any time in the future, any agreement or understanding between AmeriCredit or any Affiliate and the Issuer (other than as expressly set forth herein) providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges.

(u) The Issuer does not own or hold, directly or indirectly, any capital stock or equity security of, or any equity interest in, any Person.

(v) The Sale and Servicing Agreement is the only agreement pursuant to which the Issuer purchases Receivables, and the Basic Documents delivered to the Administrative Agent represent all material agreements between AmeriCredit and the Sellers, on the one hand, and the Issuer, on the other. The Issuer has furnished to the Agent true, correct and complete copies of each Basic Document to which the Issuer is a party, each of which is in full force and effect. Neither the Issuer nor any Affiliate party thereto is in default of any of its obligations thereunder in any material respect. Upon the purchase of each Receivable pursuant to the Sale and Servicing Agreement, the Issuer shall be the lawful owner of, and have good title to, such Receivable and all assets relating thereto, free and clear of any Liens. All such assets

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are transferred to the Issuer without recourse to a Seller except as described in the Purchase Agreement. The purchases of such assets by the Issuer constitute valid and true sales for consideration (and not merely a pledge of such assets for security purposes) enforceable against creditors of the Sellers, and no such assets shall constitute property of a Seller.

(w) One hundred percent (100%) of the outstanding Certificates are and will be directly owned (both beneficially and of record) by at least two holders and such holders shall not include any Person other than AmeriCredit or AFC. All Certificates are and will be validly issued, and there are no options, warrants or other rights to acquire Certificates or other equity rights in the Issuer.

(x) All Receivables included in the calculation of Borrowing Base Default as of the most recently delivered Servicer’s Certificate or Borrowing Notice are Eligible Receivables.

ARTICLE V

COVENANTS

SECTION 5.1. Covenants. Each of AmeriCredit, AFC and the Issuer, severally covenants and agrees, in each case as to itself individually or in its capacity as a Seller or Servicer, as applicable, each with respect to itself only, that through the Termination Date and thereafter so long as any amount of the Class B Principal Balance shall remain outstanding or any monetary obligation arising hereunder shall remain unpaid, unless the Required Class B Owners and the Required Class B Purchasers shall otherwise consent in writing, that:

(a) Each of the Issuer, AmeriCredit, AFC, each Seller and the Servicer shall perform in all material respects each of the respective agreements, warranties and indemnities applicable to it under the Related Documents to which it is a party and comply in all material respects with each of the respective terms and provisions applicable to it under the Related Documents to which it is party, which agreements, warranties and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full;

(b) The Issuer, each Seller and the Servicer, as applicable, shall promptly furnish to the Administrative Agent and each Agent (i) a copy of each certificate, report, statement, notice or other communication furnished by or on behalf of such Issuer, Seller or Servicer, as applicable, to the holders of Notes, to the Trustee or to the Trust Collateral Agent concurrently therewith and furnish to the Administrative Agent promptly after receipt thereof a copy of each notice, demand or other communication received by or on behalf of such Issuer, Seller or the Servicer, as applicable, pursuant to this Agreement, the Sale and Servicing Agreement or the Indenture, and (ii) such other information, documents, records or reports respecting the Receivables, the Issuer, either Seller or the Servicer which is in the possession or under the control of the Issuer, either Seller or the Servicer, as the case may be, as the Administrative Agent or any such Agent may from time to time reasonably request;

(c) Without limitation of the provisions of subsection 5.1(b) above, the Servicer shall furnish to the Administrative Agent and each Agent (i) with respect to each

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Distribution Date, a copy of the completed report furnished to the Trustee pursuant to Section 2.1(b)(i) the Sale and Servicing Agreement, (ii) a copy of each Officer’s Certificate furnished to the Trustee pursuant to Section 4.10 of the Sale and Servicing Agreement, and (iii) a copy of each annual certified public accountants’ reports received by the Trustee pursuant to Section 4.11 the Sale and Servicing Agreement;

(d) Each Seller and the Servicer shall deliver to the Administrative Agent and each Agent (i) within 90 days following the end of each of its fiscal years, beginning with the fiscal year ending June 30, 2008, its audited consolidated balance sheet as of the end of such fiscal year, and the related audited consolidated statements of income and cash flows for such fiscal year, prepared in accordance with generally accepted accounting principles and accompanied by the opinion of its independent certified public accountants and (ii) within 45 days following the end of each of its fiscal quarters, beginning with the fiscal quarter ending September 30, 2007, its unaudited consolidated balance sheet as of the end of such fiscal quarter, and the related unaudited consolidated statements of income and cash flows for such fiscal quarter, prepared in accordance with generally accepted accounting principles;

(e) Each of the Issuer, the Sellers and the Servicer shall furnish to the Administrative Agent and each Agent promptly after known to such party, information with respect to any action, suit or proceeding involving such party or any of its Affiliates by or before any court or any Governmental Authority which, if adversely determined, would have a material and adverse effect on such party or the transactions contemplated by, or such party’s ability to perform its obligations under, this Agreement or the Related Documents;

(f) From the Closing Date until the Termination Date, each of the Sellers, the Servicer and the Issuer, as applicable, will, at any time and from time to time during regular business hours, on at least five Business Days’ (or if a Termination Event or event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event has occurred, one Business Day’s) notice to the related Seller, the Servicer and the Issuer, as the case may be, permit the Administrative Agent and each Agent, or its agents or representatives, at the cost and expense of the Sellers, in the case of one visit per year or, if a Termination Event or event or condition which, with the passage of time or the giving of notice, or both, would become a Termination Event has occurred, at any time, and otherwise at the expense of the Administrative Agent or such Agent, as the case may be, (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of either Seller, the Servicer or the Issuer, as the case may be, relating to the Receivables, and (ii) to visit the offices and properties of each Seller, the Servicer or the Issuer, as applicable, for the purpose of examining such materials described in clause (i) above. Any information obtained by the Administrative Agent or an Agent pursuant to this subsection 5.1(f) shall be held in confidence by the Administrative Agent or such Agent, as applicable, in accordance with the provisions of Section 6.2 hereof, except that the Administrative Agent or such Agent may disclose such information to any Class B Purchaser which shall hold such information in accordance with the provisions of Section 6.2 hereof; and

(g) The Servicer shall furnish to the Administrative Agent and each Agent, promptly after the occurrence of any Termination Event, a certificate of an appropriate officer of the Servicer setting forth the circumstances of such Termination Event and any action taken or proposed to be taken by the Servicer or the related Seller with respect thereto.

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ARTICLE VI

MUTUAL COVENANTS REGARDING CONFIDENTIALITY

SECTION 6.1. Covenants. Each of AFC, individually and as Seller, the Issuer and AmeriCredit, individually, as Seller and as Servicer, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, and cause each of its employees and officers to hold in confidence, and not disclose to any Persons, the terms of this Agreement (including any fees payable in connection with this Agreement or the identity of any purchaser or beneficial owner of Class B Notes under this Agreement, pricing terms, Termination Events and priority of payment provisions), except as the Administrative Agent or such Agent or Class B Purchaser may have consented to in writing prior to any proposed disclosure and except it may disclose such information (i) to its officers, employees, agents and legal advisors who are directly involved in the consideration of this Agreement (and then only on a confidential basis) and (ii) as required by applicable law or compulsory legal process; provided, that, in the case of clause (ii), AFC, each Seller, the Issuer, AmeriCredit or the Servicer, as applicable, will use all reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by law) notify the affected Administrative Agent, Agent or Class B Purchaser of its intention to make any such disclosure prior to making such disclosure.

SECTION 6.2. Covenants of Class B Purchasers. Subject to the provisions of Section 8.1(c) hereof, the Administrative Agent and each Agent and Class B Purchaser, severally and with respect to itself only, covenants and agrees that any nonpublic information obtained by it pursuant to this Agreement shall be held in confidence (it being understood that documents provided to the Administrative Agent, any Agent or Class B Purchaser or, only with respect to clauses (i) and (ii) of this Section, any credit enhancer of a CP Conduit hereunder may in all cases be distributed to the Administrative Agent or to any Agent or Class B Purchaser) except that the Administrative Agent or such Agent or Class B Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding provided that, unless prohibited by a Requirement of Law, the Administrative Agent or such Agent or Class B Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having jurisdiction over the Administrative Agent or any Agent or Class B Purchaser or any of its affiliates, (iii) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent or such Agent or Class B Purchaser, (iv) to its affiliates, employees, legal counsel, independent auditors, rating agencies, credit enhancers of any CP Conduit (including the directors, officers, external accountants and attorneys of such credit enhancers) and the agents or advisors or such Persons and other experts or agents who need to know such information and are informed of the confidential nature of such information, (v) for purposes of establishing a “due diligence” defense, (vi) which was available to the Administrative Agent or such Agent or Class B Purchaser on a nonconfidential basis from a source other than the affected party, provided that such source was not to the knowledge of the Administrative Agent or such Agent or Class B Purchaser bound by a confidentiality agreement with the affected party, (vii) has been independently acquired or developed by the Administrative

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Agent or such Agent or Class B Purchaser without violating any of the Administrative Agent or such Agent or Class B Purchaser’s obligations under an engagement letter or (viii) at any time following the date three years after the date of this Agreement. No disclosure pursuant to subsection (viii) shall be made if the confidential information consists of non-public personal information, which shall include all Personally Identifiable Financial Information (as defined herein) in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personally Identifiable Information as defined by federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time. “Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

SECTION 6.3. Consent to Disclosure of Certain Information. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation or (B) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated herein approved in advance by the Sellers or Servicer, or (ii) any other disclosure authorized by the Sellers or Servicer.

ARTICLE VII

THE AGENTS

SECTION 7.1. Appointment. Each Class B Purchaser and each Agent hereby consents and agrees to the appointment of the Administrative Agent pursuant to the terms of the Indenture, and each such Class B Purchaser and Agent irrevocably authorizes the Administrative Agent, as the agent for such Class B Purchaser or Agent, to take such action on its behalf under the provisions of this Agreement and the other Related Documents and to exercise such powers and perform such duties here under and thereunder as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Related Documents, together with such other powers as are reasonably incidental thereto. Each Class B Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Class B Purchaser under this Agreement, and each such Class B Purchaser irrevocably authorizes such Agent, as the agent for such Class B Purchaser, to take such action on its behalf under the provisions of the Related Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to such Agent by the terms of the Related Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, neither the Administrative Agent nor any Agent shall have any duties or responsibilities, except

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those expressly set forth herein, or any fiduciary relationship with any Class B Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent or any Agent. To the extent that any provision of this Article VII with respect to the relationship between an Agent and the Class B Purchasers in its Purchaser Group conflicts with any agreement between such Class B Purchasers and such Agent set forth in any agreement with respect to a Support Facility, the terms of such other agreement will control.

SECTION 7.2. Delegation of Duties. Each Agent may execute any of its duties under any of the Related Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

SECTION 7.3. Exculpatory Provisions. Neither any Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable to any of the Class B Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any of the Related Documents (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Class B Purchasers for any recitals, statements, representations or warranties made by AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee or any officer thereof contained in any of the Related Documents or in any certificate, report, statement or other document referred to or provided for in, or received by an Agent under or in connection with, any of the Related Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the Related Documents or for any failure of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee to perform its obligations thereunder. No Agent shall be under any obligation to any Class B Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the other Related Documents, or to inspect the properties, books or records of AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee.

SECTION 7.4. Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any of the Related Documents unless it shall first receive such advice or concurrence of the Required Class B Owners and the Required Class B Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Class B Purchasers or by the Committed Purchasers in its Purchaser Group, against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Related Documents in accordance with a request of (i) Class B Owners in its Purchaser Group

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having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Class B Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Class B Purchasers in such Purchaser Group.

SECTION 7.5. Notices. No Agent shall be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any Termination Event unless such Agent has received notice from the Servicer, the Trustee or any Class B Purchaser, referring to this Agreement and describing such event. In the event any Agent receives such a notice, it shall promptly give notice thereof to the Class B Purchasers in its Purchaser Group. Each Agent shall take such action with respect to such event as shall be reasonably directed by (i) Class B Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Class B Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group; provided that unless and until such Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Class B Purchasers or of the Class B Purchasers in its Purchaser Group, as applicable.

SECTION 7.6. Non-Reliance on Agents and Other Class B Purchasers. Each Class B Purchaser expressly acknowledges that no Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer or the Trustee shall be deemed to constitute any representation or warranty by any Agent to any Class B Purchaser. Each Class B Purchaser represents to each Agent that it has, independently and without reliance upon any Agent or any other Class B Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables and made its own decision to purchase its interest in the Class B Notes hereunder and enter into this Agreement. Each Class B Purchaser also represents that it will, independently and without reliance upon any Agent or any other Class B Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Related Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, the Trustee, and the Receivables. Except for notices, reports and other documents received under Section 5 hereof, no Agent shall have any duty or responsibility to provide any Class B Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of AFC, the Sellers, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral

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Agent, the Backup Servicer, the Trustee, and the Receivables which may come into the possession of such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

SECTION 7.7. Indemnification. The Committed Purchasers in each Purchaser Group agree to indemnify the Agent for such Purchaser Group in its capacity as such (without limiting the obligation (if any) of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer to reimburse such Agent for any such amounts), ratably according to their respective Commitments (or, if the Commitments have terminated, Percentage Interests), in each case from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Class B Principal Balance) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Class B Purchaser shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of an Agent resulting from its own gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the obligations under this Agreement, including the Class B Principal Balance.

SECTION 7.8. Agents in their Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with AFC, either Seller, the Issuer, AmeriCredit, the Servicer, the Administrative Agent, the Trust Collateral Agent, the Backup Servicer, or the Trustee as though such Agent were not an agent hereunder. In addition, the Class B Purchasers acknowledges that one or more Persons which are Agents may act (i) as administrator, sponsor or agent for one or more CP Conduits and in such capacity acts and may continue to act on behalf of each such CP Conduit in connection with its business, and (ii) as the agent for certain financial institutions under the liquidity and credit enhancement agreements relating to this Agreement to which any one or more CP Conduits is party and in various other capacities relating to the business of any such CP Conduit under various agreements. Any such Person, in its capacity as Agent, shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as an Agent other than as expressly provided in this Agreement. Any Person which is an Agent may act as an Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.

SECTION 7.9. Successor Agents. Any Agent may resign as Agent upon ten days’ notice to the Class B Purchasers in its Purchaser Group, the Administrative Agent and each other Agent, the Trustee, the Sellers and the Servicer with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Agent pursuant to this Section 7.9. If an Agent shall resign as Agent under this Agreement, then (i) Class B Owners in its Purchaser Group having Percentage Interests aggregating greater than 51% of the aggregate Percentage Interests of all Class B Owners in such Purchaser Group, and (ii) Committed Purchasers in its Purchaser Group having Commitments aggregating greater than 51% of the aggregate Commitments of all Committed Purchasers in such Purchaser Group shall

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appoint from among the Committed Purchasers in such Purchaser Group a successor agent for such Purchaser Group. Any successor agent shall succeed to the rights, powers and duties of resigning Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the retiring Agent’s resignation as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

ARTICLE VIII

SECURITIES LAWS; TRANSFERS

SECTION 8.1. Transfers of Class B Notes.

(a) Each Class B Purchaser shall execute and deliver to the Issuer on the Closing Date an Investment Letter substantially in the form attached hereto as Exhibit A. Each Class B Owner agrees that the beneficial interest in the Class B Notes purchased by it will be acquired for investment only and not with a view to any public distribution thereof, and that such Class B Owner will not offer to sell or otherwise dispose of any Class B Note acquired by it (or any interest therein) in violation of any of the requirements of the Securities Act or any applicable state or other securities laws. Each Class B Owner acknowledges that it has no right to require AmeriCredit, AFC or the Issuer to register, under the Securities Act of 1933, as amended, or any other securities law, the Class B Notes (or the beneficial interest therein) acquired by it pursuant to this Agreement, any Joinder Supplement or any Transfer Supplement. Each Class B Owner hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Class B Notes, such Class B Owner has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(b) Each initial purchaser of a Class B Note or any interest therein and any Assignee thereof or Participant therein shall certify to the Issuer, the Sellers, the Servicer, the Trustee, the Administrative Agent and the Agent for its Purchaser Group that it is either (i) a citizen or resident of the United States, (ii) a corporation or other entity organized in or under the laws of the United States or any political subdivision thereof or (iii) a person not described in (i) or (ii) who is entitled to receive payments under this Agreement and with respect to the Class B Notes without deduction or withholding of any United States federal income taxes and whose ownership of any interest in a Class B Note will not result in any withholding obligation with respect to any payments with respect to the Class B Notes by any Person and who will furnish to the Issuer, the Sellers, the Servicer, the Trustee, the Administrative Agent, the Agent for its Purchaser Group, and to the Class B Owner making the Transfer the forms described in subsection 2.5(c).

(c) (i) Any sale, transfer, assignment, participation, pledge, hypothecation or other disposition (a “Transfer”) of a Class B Note, a Commitment or any interest therein may

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be made only in accordance with this Section 8.1. Any partial Transfer (other than from a CP Conduit to a related Support Party) of an interest in a Class B Note, a Commitment or any Liquidity Percentage by a Committed Purchaser shall be in respect of, at least $5,000,000 in the aggregate, which may be composed of (A) Class B Principal Balance or (B) to the extent in excess of the Class B Principal Balance subject to such Transfer, Commitment hereunder. Any Transfer of an interest in a Class B Note otherwise permitted by this Section 8.1 will be permitted only if it consists of a pro rata percentage interest in all payments made with respect to the Class B Purchaser’s beneficial interest in such Class B Note. No Class B Note or any interest therein may be Transferred by Assignment or Participation to any Person (each, a “Transferee”) unless the Transferee is a Permitted Transferee and prior to the Transfer the Transferee shall have executed and delivered to the Agent and the Issuer an Investment Letter. A transferring Class B Purchaser shall promptly notify the Servicer of each Transfer other than (x) an Assignment (with respect to which the Administrative Agent is obligated to deliver notice) and (y) a pledge or hypothecation to a Support Party by a Class B Purchaser which is a Conduit Purchaser.

(ii) Notwithstanding anything herein to the contrary, each of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer authorizes the disclosure of any and all confidential information concerning this Agreement or the Related Documents or concerning the Receivables or such party (i) to the Administrative Agent, any Agent party hereto and any Class B Purchaser by each other, (ii) by the Administrative Agent, any Agent party hereto and any Class B Purchaser to any prospective or actual Transferee or (iii) by the Administrative Agent, any Agent party hereto or any Class B Purchaser to any rating agency, any CP Conduit’s related financing conduit, any commercial paper dealer, any Support Party, and to any officers, directors, employees, outside accountants, advisors, and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, the Administrative Agent, the Agents party hereto, the CP Conduits and any credit enhancers to the CP Conduits may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(d) Each Class B Purchaser may, in accordance with applicable law, at any time grant participations in all or part of its Commitment or its interest in the Class B Notes, including the payments due to it under this Agreement and the Related Documents (each, a “Participation”), to any Permitted Transferee (each such Permitted Transferee, a “Participant”); provided, however, that no Participation shall be granted to any Person (i) unless and until the Agent for such Class B Purchaser’s Purchaser Group shall have consented thereto, (ii) the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied, and (iii) that such Participation consists of a pro rata percentage interest in all payments made with respect to such Class B Purchaser’s beneficial interest (if any) in the Class B Notes. In connection with any such Participation, each Agent for a Purchaser Group shall maintain a register of each Participant of members of its Purchaser Group and the amount of each related Participation. Each Class B Purchaser hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Class B Purchaser’s direct obligations hereunder, and (B) neither the Trustee, the Issuer, the Trust Collateral Agent, the Backup Servicer, any Seller nor the Servicer shall have any obligation to have any communication or relationship with any Participant. Each Class B Purchaser and each Participant shall comply

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with the provisions of subsection 2.5(c) of this Agreement. No Participant shall be entitled to Transfer all or any portion of its Participation, without the prior written consent of the Agent for its Purchaser Group. Each Participant shall be entitled to receive additional amounts and indemnification pursuant to Sections 2.4, 2.5 and 2.6 hereof as if such Participant were a Class B Purchaser and such Sections applied to its Participation; provided, in the case of Section 2.5, that such Participant has complied with the provisions of subsection 2.5(c) hereof as if it were a Class B Purchaser; provided, further, no Participant shall be entitled to receive additional amounts or indemnification in amounts in excess of those the participating Class B Purchaser would have been entitled to receive in respect of the amount of the participation transferred to such Participant had no such participation occurred. Each Class B Purchaser shall give the Agent for its Purchaser Group notice of the consummation of any sale by it of a Participation. It shall be a further condition to the grant of any Participation that the Participant shall have certified, represented and warranted that (i) it is entitled to (A) receive payments with respect to its participation without deduction or withholding of any United States federal income taxes and (B) an exemption from United States backup withholding tax, and (ii) to the extent such Participant has not otherwise directly provided such forms to the Issuer, the Sellers, the Servicer and the Trustee, (A) prior to the date on which the first interest payment is due to such Participant, such Participant will provide to the Issuer, AFC, the Servicer and Trustee, the forms described in subsection 2.5(c) (subject to the Issuer’s consent, as applicable and as set forth therein) as though the Participant were a Class B Purchaser, and (B) such Participant similarly will provide subsequent forms as described in subsection 2.5(c) with respect to such participant as though it were a Class B Purchaser.

(e) Each Class B Purchaser may, with the consent of the Agent for its Purchaser Group and in accordance with applicable law, sell, transfer or assign (each, an “Assignment”), to any Permitted Transferee (each, an “Assignee”) all or any part of its Commitment (if any) or its interest in the Class B Notes and its rights and obligations under this Agreement and the Related Documents pursuant to an agreement substantially in the form attached hereto as Exhibit B hereto (a “Transfer Supplement”), executed by such Assignee and such Class B Purchaser and delivered to the Agent for its Purchaser Group for its acceptance and consent; provided, however, that (i) no such assignment or sale shall be effective unless and until the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied, (ii) if a CP Conduit is a member of a Purchaser Group, no assignment or sale by a Committed Purchaser in such Purchaser Group shall be effective without the consent of such CP Conduit , (iii) no assignment or sale which results in the addition of a new Purchaser Group shall be effective without the consent of the Administrative Agent (which consent shall not unreasonably be withheld), and (iv) in no event shall the consent of an Agent, the Administrative Agent or the Issuer be required in the case of an assignment by a CP Conduit of its interest in the Class B Notes and its rights and obligations under this Agreement and the Related Documents to any one or more of its Committed Purchasers in its Purchaser Group or to any Support Party with respect to such CP Conduit; provided, further, however, that, with respect to any Assignment by one member of a Purchaser Group to another Person already a member of such Purchaser Group of its rights with respect to the Class B Note (but none of its Commitment, if any), it shall not be necessary to execute a Transfer Supplement so long as the Agent for such Purchaser Group gives prompt written notice of such Assignment to the Administrative Agent, the Servicer and the Issuer. From and after the effective date determined pursuant to such Transfer Supplement, (x) the Assignee thereunder shall be a party hereto and, to the extent

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provided in such Transfer Supplement, have the rights and obligations of a Class B Purchaser hereunder as set forth therein and (y) the transferor Class B Purchaser shall, to the extent provided in such Transfer Supplement, be released from its Commitment and other obligations under this Agreement; provided, however, that after giving effect to each such Assignment, the obligations released by any such Class B Purchaser shall have been assumed by an Assignee or Assignees. Such Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Percentage Interests, Purchaser Percentages or Liquidity Percentages arising from the Assignment. Upon its receipt and acceptance of a duly executed Transfer Supplement, the Agent for the applicable Purchaser Group (or, in the case of an Assignment by which a new Purchaser Group is added to this Agreement, the Administrative Agent) shall on the effective date determined pursuant thereto give notice of such acceptance to the Issuer, the Sellers, the Servicer and the Trustee.

Upon instruction to register a transfer of a Class B Purchaser’s beneficial interest in the Class B Notes (or portion thereof) and surrender for registration of transfer of such Class B Purchaser’s Class B Note(s) (if applicable) and delivery to the Issuer of an Investment Letter, executed by the registered owner (and the beneficial owner if it is a Person other than the registered owner), and receipt by the Trustee of a copy of the duly executed related Transfer Supplement and such other documents as may be required under this Agreement, such beneficial interest in the Class B Notes (or portion thereof) shall be transferred in the records of the Trustee and the applicable Agent and, if requested by the Assignee, new Class B Notes shall be issued to the Assignee and, if applicable, the transferor Class B Purchaser in amounts reflecting such Transfer as provided in the Indenture. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration of a transfer to a new registered owner shall be noted on the Note Register.

(f) Each Class B Purchaser may pledge its interest in the Class B Notes to any Federal Reserve Bank as collateral in accordance with applicable law.

(g) Any Class B Purchaser shall have the option to change its Investing Office, provided that such Class B Purchaser shall have prior to such change in office complied with the provisions of subsection 2.5(c) hereof and provided further that such Class B Purchaser shall not be entitled to any amounts otherwise payable under Section 2.4 or 2.5 hereof resulting solely from such change in office unless such change in office was mandated by applicable law or by such Class B Purchaser’s compliance with the provisions of this Agreement.

(h) Each Support Party shall be entitled to receive additional payments and indemnification pursuant to Sections 2.4, 2.5 and 2.6 hereof as though it were a Class B Purchaser and such Section applied to its interest in or commitment to acquire an interest in the Class B Notes; provided that such Support Party shall not be entitled to additional payments pursuant to (i) Section 2.4 by reason of Regulatory Changes which occurred prior to the date it became a Support Party or (ii) Section 2.5 attributable to its failure to satisfy the requirements of subsection 2.5(c) as if it were a Class B Purchaser, and provided further, that unless such Support Party is a Permitted Transferee or has been consented to by the Issuer, such Support Party shall be entitled to receive additional amounts pursuant to Sections 2.4 or 2.5 only to the extent that its related CP Conduit would have been entitled to receive such amounts in the absence of the

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commitment and Support Advances from such Support Party; provided, further, no Participant shall be entitled to receive additional amounts or indemnification in amounts in excess of those the participating Class B Purchaser would have been entitled to receive in respect of the amount of the participation transferred to such Participant had no such participation occurred.

(i) Each Support Party claiming increased amounts described in Sections 2.4 or 2.5 hereof shall furnish, through its related CP Conduit, to the Issuer, the Sellers, the Servicer, the Trustee and the Agent for the applicable Purchaser Group a certificate setting forth the basis and amount of each request by such Support Party for any such amounts referred to in Sections 2.4 or 2.5, such certificate to be conclusive with respect to the factual information set forth therein absent manifest error.

(j) In the event that a Committed Purchaser is a Downgraded Purchaser, the related CP Conduit or, if there is no CP Conduit in the related Purchaser Group, the related Agent, shall have the right to replace such Committed Purchaser with a replacement Committed Purchaser consented to by the Issuer (which consent shall not be withheld except for a commercially reasonable purpose or reason), which replacement Purchaser shall succeed to the rights of such Committed Purchaser under this Agreement in respect of its Commitment as a Committed Purchaser, and such Committed Purchaser shall assign such Commitment and its interest in the Class B Notes to such replacement Committed Purchaser in accordance with the provisions of this Section 8.1; provided, that (A) such Committed Purchaser shall not be replaced hereunder with a new investor until such Committed Purchaser has been paid in full its Percentage Interest of the Class B Principal Balance and all accrued and unpaid interest thereon by such new investor and all other amounts (including all amounts owing under Sections 2.4, 2.5 and 2.6 of this Agreement) owed to it and to all Participants with respect to such Committed Purchaser pursuant to this Agreement, and (ii) if the Committed Purchaser to be replaced is an Agent, a replacement agent shall have been appointed in accordance with Section 7.9 hereof, and the Agent to be replaced shall have been paid all amounts owing to it as agent pursuant to this Agreement. For purposes of this subsection, a Committed Purchaser shall be a “Downgraded Purchaser” if and so long as the credit rating assigned to its short-term obligations by Moody’s or Standard & Poor’s on the date on which it became a party to this Agreement shall have been reduced or withdrawn, or as may be otherwise agreed among the Issuer, such Committed Purchaser and the CP Conduit in its Purchaser Group, if any. Any Committed Purchaser which becomes a Downgraded Purchaser will give the Issuer and the Servicer notice of such reduction or withdrawal within 10 Business Days after the date thereof.

(k) The Commitment of each Committed Purchaser in respect of its related CP Conduit, if any, shall not relate to any Assignee of such CP Conduit. Upon any Assignment by a CP Conduit of its Percentage Interest in the Class B Principal Balance to a Person which is not one of its Committed Purchasers, the Commitment of each of its related Committed Purchasers shall be reduced by an amount equal to the assigned Percentage Interest times such Commitment. Without the prior consent of the Administrative Agent and the Issuer, a CP Conduit may not enter into an Assignment with any Assignee other than (i) one or more of its Committed Purchasers, or (ii) one or more other Persons which, after giving effect to such Assignment and any concurrent Assignments, will be CP Conduits having Committed Purchasers which have, aggregate new Commitments equal to the aggregate reductions of Commitments pursuant to the preceding sentence.

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(l) In the event that a Class B Purchaser (or a Participant or Support Party for such Class B Purchaser) is entitled to receive additional payments pursuant to Section 2.4 or 2.5 hereof, the Issuer shall have the right to seek a Replacement Purchaser not so affected and which is reasonably acceptable to the Agent for such Purchaser Group to replace such affected Class B Purchaser. No replacement of a Class B Purchaser shall be effected pursuant to this subsection 8.1(l) if, after giving effect thereto, any amounts shall be owing to the replaced Class B Purchaser hereunder. Each affected Class B Purchaser hereby agrees to take all actions reasonably necessary to permit a Replacement Purchaser to succeed to its rights and obligations hereunder.

Notwithstanding the foregoing or the provisions of subsection 8.1(j), (i) if the Class B Purchaser being replaced pursuant to this subsection is a Committed Purchaser, the Replacement Purchaser shall be acceptable to the CP Conduit in its Purchaser Group, if any, in its sole discretion and (ii) if the Class B Purchaser being replaced is a CP Conduit, the Replacement Purchaser shall be acceptable to each Committed Purchaser in its Purchaser Group and to the Administrative Agent in their sole discretion, and in either such case it shall be a condition of such replacement that such Replacement Purchaser enter into substitute Support Facilities for those to which the Class B Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In addition, if the Class B Purchaser to be replaced is an Agent or the Administrative Agent or is a CP Conduit which is administered or sponsored by an Agent or the Administrative Agent, it shall be a condition of such replacement that a replacement Agent or Administrative Agent shall have been appointed in accordance with Section 7.9, and the Agent or Administrative Agent to be replaced shall have been paid all amounts owing to it as Agent or Administrative Agent, as applicable pursuant to this Agreement.

SECTION 8.2. Tax Characterization. It is the intention of the parties hereto that the Class B Notes be treated for tax purposes as indebtedness, and the parties hereto agree to so treat the Class B Notes (to the extent permitted by law).

ARTICLE IX

MISCELLANEOUS

SECTION 9.1. Amendments and Waivers. This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 9.1. With the written consent of the Required Class B Owners and the Required Class B Purchasers, the Administrative Agent, each Agent, the Issuer, the Sellers and the Servicer may, from time to time, enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided, however, that no such amendment, supplement, waiver or modification shall materially and adversely affect the Class B Purchasers, without the consent of each Class B Purchaser affected thereby, including by (i) reducing the amount or extending the maturity of any Class B Note or reducing the rate or extending the time of payment of interest thereon, increasing the obligation, if any, of any CP Conduit, or reducing or altering the timing of any other amount payable to any Class B Purchaser hereunder or under the Sale and Servicing

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Agreement or the Indenture or increasing the Commitment of any Committed Purchaser, (ii) amending, modifying or waiving any provision of this Section 9.1, or the definition of “Class B Principal Balance”, or reducing the percentage specified in the definition of Majority Class B Owners, Majority Class B Purchasers, Required Class B Owners or Required Class B Purchasers, or (iii) amending, modifying or waiving any provision of Section 7 of this Agreement without the written consent of each Agent affected by such amendment, modification or waiver. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement

An Agent may cast any vote or give any consent or direction under the Sale and Servicing Agreement, the Indenture or other Related Documentation on behalf of the Holders (as defined in the Indenture) of Class B Notes in its Purchaser Group if it has been directed to do so by Class B Owners in such Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Class B Owners in such Purchaser Group.

SECTION 9.2. Notices.

(a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of mail or telecopy notice, when received, addressed as follows or, with respect to an Agent or Class B Purchaser, as set forth on the signature pages hereto or in its respective Joinder Supplement or Transfer Supplement, or, with respect to the Issuer, the Sellers or the Servicer, as set forth in the Indenture or to such other address as may be hereafter notified by the respective parties hereto:

Administrative Agent:	JPMorgan Chase Bank, N.A.
	10 S. Dearborn Street
	Chase Tower, 13th Floor
	Chicago, Illinois 60603
	Attention: Asset-backed Conduit Group
	Telephone: (312) 732-7206
	Telefax: (312) 732-1844

(b) Unless otherwise directed by the Administrative Agent, all payments to it shall be made by federal wire to the Administrative Agent, at its account (Account #9008112016, Attn: AmeriCredit PNP Warehouse, William Laird (312) 385-7045) maintained at FMSD Clearing Account, JPMorgan Chase Bank, N.A. (ABA #021000021), or such other account as the Administrative Agent may designate in writing to the Issuer. The Administrative Agent shall distribute such payments to the Class B Purchasers promptly upon receipt. Unless otherwise directed by an Agent or Class B Purchaser, all payments to it shall be made by federal wire to the account specified on the signature pages hereto or in the Joinder Supplement or Transfer Supplement by which it became a party hereto (provided, in the case of an account specified in a Joinder Supplement or Transfer Supplement, that the Agent, the Issuer, the Servicer or the Trustee, as the case may be, shall have received notice thereof).

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(c) The Administrative Agent will promptly forward copies of all certificates, notices and reports received hereunder to the Agents.

SECTION 9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege under any of the Related Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any of the Related Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in the Related Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 9.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Administrative Agent, the Agents, the Class B Purchasers, any Transferee and their respective successors and permitted assigns, and, to the extent provided herein, to each Indemnitee, Participant and Support Party and their respective successors and assigns; provided that, except as provided in Section 6.4, 7.3 or 11.4 of the Sale and Servicing Agreement, AFC, the Sellers, AmeriCredit and the Servicer may not assign or transfer any of their respective rights or obligations under this Agreement without the prior written consent of the Required Class B Owners and the Required Class B Purchasers; provided, further, that in connection with any such assignment (including an assignment by operation of law), the assignee shall expressly agree in writing to assume all the obligations of AFC, a Seller, AmeriCredit or the Servicer, as applicable, hereunder and provided further that no assignment permitted hereunder shall relieve AFC, either Seller, AmeriCredit or the Servicer, as applicable, from any obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein).

SECTION 9.5. Successors to Servicer. In the event that a transfer of servicing occurs under Section 8.3 of the Sale and Servicing Agreement, (i) from and after the effective date of such transfer, the successor Servicer shall be the successor in all respects to the Servicer and shall be responsible for the performance of all functions to be performed by the Servicer from and after such date, except as provided in the Sale and Servicing Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in this Agreement to the Servicer shall be deemed to refer to the successor Servicer, and (ii) as of the date of such transfer, the successor Servicer shall be deemed to have made with respect to itself the representations and warranties made in Section 4.1 hereof (in the case of subsection 4.1(a) with appropriate factual changes); provided, however, that the references to the Servicer contained in Section 5.1 of this Agreement shall be deemed to refer to the Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the Servicer was Servicer under this Agreement and shall be deemed to refer to the successor Servicer with respect to responsibilities, duties and liabilities arising out of an act or acts, or omission, or an event or events giving rise to such responsibilities, duties and liabilities and occurring during such time that the successor Servicer acts as Servicer under this Agreement; provided, however, to the extent that an obligation to indemnify Indemnitees under Section 2.6 hereof arises as a result of any act or failure to act of any successor Servicer in the performance of servicing

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obligations under the Sale and Servicing Agreement, such indemnification obligation shall be of the successor Servicer and not its predecessor. Upon any transfer of servicing to a successor Servicer, such successor Servicer shall furnish to the Administrative Agent and each Agent copies of its audited annual financial statements for each of the three preceding fiscal years or if the Trustee or any other banking institution becomes the successor Servicer, such successor Servicer shall provide, in lieu of the audited financial statements required in the immediately preceding clause, complete and correct copies of the publicly available portions of its Consolidated Reports of Condition and Income as submitted to the FDIC for the two most recent year end periods.

SECTION 9.6. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 9.7. Severability. Any provisions of this Agreement which are 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 provisions in any other jurisdiction.

SECTION 9.8. Integration. This Agreement, the Fee Letters and the Supplemental Fee Letter, as applicable, represent the agreement of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, the Agents and the Class B Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any party hereto relative to subject matter hereof not expressly set forth or referred to herein or therein or in the Related Documents.

SECTION 9.9. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS 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 9.10. Jurisdiction; Consent to Service of Process. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court in New York County or federal court of the United States of America for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement; (ii) agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, federal court; (iii) agrees that a final judgment in any such action 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; (iv) consents that any such action or proceeding may be brought in such courts and waives any objection it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any objection it may now or hereafter have that such action or proceeding was brought in an

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inconvenient court, and agrees not to plead or claim the same; (v) consents to service of process in the manner provided for notices in Section 9.2 of this Agreement (provided that, nothing in this Agreement shall affect the right of any such party to serve process in any other manner permitted by law); and (vi) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such action or proceeding any special, exemplary, punitive or consequential damages.

SECTION 9.11. Termination. This Agreement shall remain in full force and effect until the earlier to occur of (a) payment in full of the Class B Principal Balance and all other amounts payable to the Class B Purchasers, the Agents and the Administrative Agent hereunder and the termination of all Commitments and (b) the Termination Date; provided, that the provisions of Sections 2.4, 2.5, 2.6, 6.1, 6.2, 7.7, 8.2, 9.10, 9.12, 9.13 and 9.14 shall survive termination of this Agreement and any amounts payable to the Administrative Agent, the Agents, Class B Purchasers or any Affected Party thereunder shall remain payable thereto.

SECTION 9.12. No Proceedings.

(a) The Administrative Agent and each Agent covenants and agrees that it shall not institute against, or join any other Person in instituting against, the Issuer or AFC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States for one year and a day after the latest maturing Note has been paid.

(b) Each of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each Class B Purchaser hereby agrees that it shall not institute or join against, or knowingly or intentionally encourage or cooperate with any other Person in instituting against any CP Conduit or its related financing conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing commercial paper note, medium term note or other debt security issued by such CP Conduit is paid.

(c) This Section shall survive termination of this Agreement.

SECTION 9.13. No Recourse.

(a) The obligations of each CP Conduit under this Agreement, or any other agreement, instrument, document or certificate executed or delivered or issued by such CP Conduit or any officer thereof are solely the corporate, limited liability company or partnership obligations of such CP Conduit. No recourse shall be had for the payment of any fee or other obligations, instrument, document or certificate executed and delivered or issued by any CP Conduit or any officer thereof in connection therewith, against any stockholder, member, limited partner, employee, officer, director, manager or incorporator of any CP Conduit.

(b) Each of AFC (individually and as Seller), AmeriCredit (individually, as Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each Class B Purchaser hereby irrevocably waives all right of setoff that it may have under contract (including this Agreement), applicable law or otherwise with respect to any funds or monies of any CP Conduit or its related financing conduit at any time held by or in the possession of such Person.

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(c) Notwithstanding anything in this Agreement to the contrary, a CP Conduit shall not have any obligation to pay any amount required to be paid by it hereunder in excess of any amount available to such CP Conduit after paying or making provision for the payment of its Commercial Paper Notes; and each of the other parties hereto agrees that it will not have a claim under Section 101(5) of the Bankruptcy Code if and to the extent that any such payment obligation owed to it by such CP Conduit exceeds the amount available to such CP Conduit to pay such amount after paying or making provision for the payment of its Commercial Paper Notes.

(d) This Section shall survive termination of this Agreement.

SECTION 9.14. Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Class B Notes hereunder and the termination of this Agreement.

SECTION 9.15. Waiver of Jury Trial. EACH PARTY HERETO (INDIVIDUALLY AND, IN THE CASE OF AFC, AS A SELLER, AND, IN THE CASE OF AMERICREDIT, AS A SELLER AND AS SERVICER) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE CLASS B NOTES OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT AND FOR CLASS B PURCHASERS PURCHASING AN INTEREST IN THE CLASS B NOTES DESCRIBED HEREIN AND THE ADMINISTRATIVE AGENT AND EACH AGENT AGREEING TO ACT AS SUCH HEREUNDER.

SECTION 9.16. Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer, 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 Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (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 Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

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SECTION 9.17. CP Conduit as Committed Purchaser. Notwithstanding anything herein to the contrary, a CP Conduit may execute this Agreement as both a CP Conduit and a Committed Purchaser and, in such event, such CP Conduit shall have the rights and obligations of both a CP Conduit and a Committed Purchaser set forth herein. In no event shall the foregoing prevent a CP Conduit from exercising its rights to Assign or Transfer some or all of its Class B Note to one or more Support Parties.

[Remainder of page intentionally left blank.]

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

AMERICREDIT PNP WAREHOUSE TRUST

By: Wilmington Trust Company, not in its individual

capacity but solely as Owner Trustee

By:

Name:

Title:

AMERICREDIT FUNDING CORP. IX, individually and as a Seller

By:

Name:

Title:

AMERICREDIT FINANCIAL SERVICES, INC.,

individually, as a Seller and as Servicer

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:

Name:

Title:

Address for Notices:

JPMorgan Chase Bank, N.A.

10 S. Dearborn Street

Chase Tower, 13th Floor

Chicago, Illinois 60603

Attention: Asset-backed Conduit Group

Telephone No.: (312) 732-7206

Facsimile No.:: (312) 732-1844

	JS SILOED TRUST
	JPMORGAN CHASE BANK, N.A., as Agent
	By:
	Name:
	Title:
	Address for Notices:
	JS Siloed Trust
	c/o JPMorgan Chase Bank, N.A.
	10 S. Dearborn Street
	Chase Tower, 13th Floor
	Chicago, Illinois 60603
	Attention: Asset-backed Conduit Group
	Telephone No.: (312) 732-7206
	Facsimile No.: (312) 732-1844
	Wiring Instructions:
	FMSD Clearing Account
	JPMorgan Chase Bank, N.A.
	ABA#: 021000021
	Acct#: 9008112016
	Ref: AmeriCredit PNP Warehouse
Type of Class B Purchaser:	JS SILOED TRUST
CP Conduit
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	JS Siloed Trust
	c/o JPMorgan Chase Bank, N.A.
	10 S. Dearborn Street
	Chase Tower, 13th Floor
	Chicago, Illinois 60603
	Attention: Asset-backed Conduit Group
	Telephone No.: (312) 732-7206
	Facsimile No.: (312) 732-1844

Type of Class B Purchaser:	JPMORGAN CHASE BANK, N.A.
Committed
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	JPMorgan Chase Bank, N.A.
	10 S. Dearborn Street
	Chase Tower, 13th Floor
	Chicago, Illinois 60603
	Attention: Asset-backed Conduit Group
	Telephone No.: (312) 732-7206
	Facsimile No.: (312) 732-1844

	VARIABLE FUNDING CAPITAL COMPANY LLC
	WACHOVIA CAPITAL MARKETS, LLC, as Agent
	By:
	Name:
	Title:
	Address for Notices:
	Variable Funding Capital Company LLC
	c/o Wachovia Capital Markets, LLC
	One Wachovia Center, TW-16
	301 S. College Street
	Charlotte, North Carolina 28288
	Attention: Conduit Administration
	Telephone No.: (704) 383-6036
	Facsimile No.: (704) 374-2520
	Wiring Instructions:
	[                    ]
	ABA#: [                    ]
	Acct#: [                    ]
Type of Class B Purchaser:	VARIABLE FUNDING CAPITAL COMPANY LLC
CP Conduit
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	Variable Funding Capital Company LLC
	c/o Wachovia Capital Markets, LLC
	One Wachovia Center, TW-16
	301 S. College Street
	Charlotte, North Carolina 28288
	Attention: Conduit Administration
	Telephone No.: (704) 383-6036
	Facsimile No.: (704) 374-2520

Type of Class B Purchaser:	WACHOVIA BANK, NATIONAL ASSOCIATION
Committed
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	Wachovia Bank, National Association
	One Wachovia Center, TW-10
	301 S. College Street
	Charlotte, North Carolina 28288
	Attention: Curtis A. Sidden
	Telephone No.: (704) 383-9106
	Facsimile No.: (704) 715-6030

	GCFP PURCHASER GROUP
	Greenwich Capital Financial Products, Inc., as Agent
	By:
	Name:
	Title:
	Address for Notices and Investing Office:
	Greenwich Capital Markets, Inc.
	600 Steamboat Road
	Greenwich, Connecticut 06830
	Attention: Mike Zappaterrini
	Telephone No.: (203) 618-6257
	Facsimile No.: (203) 422-4257
Type of Class B Purchaser:	GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Committed
	By:
	Name:
	Title:
	Wiring Instructions:
	Greenwich Capital Financial Products
	JPMorgan Chase Bank New York
	ABA#: 021000021
	Acct#: 140-0-95961
	Ref: TAGS INC. – APART
	Address for Notices and Investing Office:
	Greenwich Capital Markets, Inc.
	600 Steamboat Road
	Greenwich, Connecticut 06830
	Attention: Mike Zappaterrini
	Telephone No.: (203) 618-6257
	Facsimile No.: (203) 422-4257

SCHEDULE I

Schedule of Committed Purchasers and CP Conduits

Name of Purchaser Group	Name of Committed Purchaser	Commitment		Name of CP Conduit	Maximum Purchase Amount
Siloed Trust Purchaser Group	JPMorgan Chase Bank, N.A.	$	12,920,000	JS Siloed Trust	$	12,920,000
VFCC Purchaser Group	Wachovia Capital Markets, LLC	$	12,920,000	Variable Funding Capital Company LLC	$	12,920,000
GCFP Purchaser Group	Greenwich Capital Financial Products, Inc.	$	12,920,000	N/A		N/A

EXHIBIT A

FORM OF INVESTMENT LETTER

[Date]

AmeriCredit PNP Warehouse Trust

c/o Wilmington Trust Company, as Owner Trustee

Wilmington Trust Company

1100 North Market Street

Wilmington, DE 19890

[Name and address of Transferee Class B Purchaser]

Re: AMERICREDIT PNP WAREHOUSE TRUST

Floating Rate Asset Backed Notes, Class B

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to subsection 8.1(a) of the Class B Note Purchase Agreement dated as of September 5, 2007 (as in effect, the “Note Purchase Agreement”), among AmeriCredit Funding Corp. IX, AmeriCredit PNP Warehouse Trust, AmeriCredit Financial Services, Inc., the Class B Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreement. The Purchaser represents to and agrees with the Issuer as follows:

(a) The Purchaser is authorized [to enter into the Note Purchase Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby] [to purchase a participation in obligations under the Note Purchase Agreement].

(b) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Class B Notes and is able to bear the economic risk of such investment. The Purchaser has been afforded the opportunity to ask such questions as it deems necessary to make an investment decision, and has received all information it has requested in connection with making such investment decision. The Purchaser has, independently and without reliance upon the Agent or any other Class B Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Backup Servicer, the Trust Collateral Agent and the Trustee and made its own decision to purchase its interest in the Class B Notes, and will, independently and without reliance upon the Administrative Agent, any Agent or any other Class B Purchaser, and based on such documents and information as it shall deem appropriate at the time,

A-1

continue to make its own analysis, appraisals and decisions in taking or not taking action under the Note Purchase Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Backup Servicer, the Trust Collateral Agent and the Trustee.

(c) The Purchaser is an “accredited investor”, as defined in Rule 501, promulgated by the Notes and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), or is a sophisticated institutional investor. The Purchaser understands that the offering and sale of the Class B Notes has not been and will not be registered under the Securities Act and has not and will not be registered or qualified under any applicable “Blue Sky” law, and that the offering and sale of the Class B Notes has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body.

(d) The Purchaser is acquiring an interest in Class B Notes without a view to any distribution, resale or other transfer thereof except, with respect to any Class B Note or any interest or participation therein, as contemplated in the following sentence. The Purchaser will not resell or otherwise transfer any interest or participation in the Class B Note, except in accordance with Section 8.1 of the Note Purchase Agreement and (i) in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities or “blue sky” laws; (ii) to the Issuer or any affiliate of the Issuer; or (iii) to a person who the Purchaser reasonably believes is a qualified institutional buyer (within the meaning thereof in Rule 144A under the Securities Act) that is aware that the resale or other transfer is being made in reliance upon Rule 144A. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Class B Notes or any interest therein unless the purchaser thereof provides to the addressee hereof a letter substantially in the form hereof.

(f) This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity.

Very truly yours,

[NAME OF PURCHASER]

By:

Name:

Title:

A-2

EXHIBIT B

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the Seller Class B Purchaser set forth in Item 2 of Schedule I hereto (the “Seller Class B Purchaser”), the Purchasing Class B Purchaser set forth in Item 3 of Schedule I hereto (the “Purchasing Class B Purchaser”), and the Agent set forth in Item 4 of Schedule I hereto (in such capacity, the “Agent”) for the Purchaser Group set forth in Item 5 of Schedule I hereto.

W I T N E S S E T H:

WHEREAS, this Supplement is being executed and delivered in accordance with subsection 8.1(e) of the Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc. (the “AmeriCredit Parties”), the Class B Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Note Purchase Agreement”; unless otherwise defined herein, terms defined in the Note Purchase Agreement are used herein as therein defined);

WHEREAS, the Purchasing Class B Purchaser (if it is not already a Class B Purchaser party to the Note Purchase Agreement) wishes to become a Class B Purchaser party to the Note Purchase Agreement and the Purchasing Class B Purchaser wishes to acquire and assume from the Seller Class B Purchaser, certain of the rights, obligations and commitments under the Note Purchase Agreement; and

WHEREAS, the Seller Class B Purchaser wishes to sell and assign to the Purchasing Class B Purchaser, certain of its rights, obligations and commitments under the Note Purchase Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Seller Class B Purchaser, the Purchasing Class B Purchaser and the Agent, the Agent will promptly transmit to the Servicer, the Sellers, the Trustee, the Seller Class B Purchaser and the Purchasing Class B Purchaser a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a “Transfer Effective Notice”). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia, the date on which the transfer effected by this Supplement shall become effective (the “Transfer Effective Date”). From and after the Transfer Effective Date the Purchasing Class B Purchaser shall be a Class B Purchaser party to the Note Purchase Agreement for all purposes thereof as a CP Conduit and, if applicable, a Committed Purchaser, as specified on Schedule II to this Supplement.

B-1

(b) At or before 12:00 Noon, local time of the Seller Class B Purchaser, on the Transfer Effective Date, the Purchasing Class B Purchaser shall pay to the Seller Class B Purchaser, in immediately available funds, an amount equal to the purchase price, as agreed between the Seller Class B Purchaser and such Purchasing Class B Purchaser (the “Note Purchase Price”), of the portion set forth on Schedule II hereto being purchased by such Purchasing Class B Purchaser of the outstanding Class B Principal Balance under the Class B Note owned by the Seller Class B Purchaser (such Purchasing Class B Purchaser’s “Purchaser Percentage”) and other amounts owing to the Seller Class B Purchaser under the Note Purchase Agreement or otherwise in respect of the Class B Notes.

Effective upon receipt by the Seller Class B Purchaser of the Note Purchase Price from the Purchasing Class B Purchaser, the Seller Class B Purchaser hereby irrevocably sells, assigns and transfers to the Purchasing Class B Purchaser, without recourse, representation or warranty, and the Purchasing Class B Purchaser hereby irrevocably purchases, takes and assumes from the Seller Class B Purchaser, the Purchasing Class B Purchaser’s Purchaser Percentage of (i) the presently outstanding Class B Principal Balance under the Class B Notes owned by the Seller Class B Purchaser and other amounts owing to the Seller Class B Purchaser in respect of the Class B Notes, together with all instruments, documents and collateral security pertaining thereto, and (ii) the Purchasing Class B Purchaser’s Purchaser Percentage of (A) if the Seller Class B Purchaser is a CP Conduit, the Purchaser Percentage of the Seller Class B Purchaser and the other rights and duties of the Seller Class B Purchaser under the Note Purchase Agreement, or (B) if the Seller Class B Purchaser is a Committed Purchaser, the Liquidity Percentage and the Commitment of the Seller Class B Purchaser and other rights, duties and obligations of the Seller Class B Purchaser under the Note Purchase Agreement.

This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Class B Purchaser and sale by the Seller Class B Purchaser of interests in the Class B Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Class B Purchaser to the Seller Class B Purchaser. The Seller Class B Purchaser hereby confirms that the amount of the Class B Principal Balance is $             and its Percentage Interest thereof is     %, which equals $             as of             , 20    . Upon and after the Transfer Effective Date (until further modified in accordance with the Note Purchase Agreement), the Purchaser Percentage or Liquidity Percentage, as applicable, of the Seller Class B Purchaser and the Purchasing Class B Purchaser and the Commitment and the Liquidity Percentage, if applicable, of the Seller Class B Purchaser and the Purchasing Class B Purchaser shall be as set forth in Schedule II to this Supplement.

(c) The Seller Class B Purchaser has made arrangements with the Purchasing Class B Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Seller Class B Purchaser to the Purchasing Class B Purchaser of any fees heretofore received by the Seller Class B Purchaser pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Class B Purchaser to the Seller Class B Purchaser of fees or interest received by the Purchasing Class B Purchaser pursuant to the Note Purchase Agreement or otherwise in respect of the Class B Notes from and after the Transfer Effective Date.

B-2

(d) (i) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Seller Class B Purchaser in respect of the Class B Notes shall, instead, be payable to or for the account of the Seller Class B Purchaser and the Purchasing Class B Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement.

(ii) All interest, fees and other amounts that would otherwise accrue for the account of the Seller Class B Purchaser from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Class B Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Seller Class B Purchaser and the Purchasing Class B Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Note Purchase Price paid by the Purchasing Class B Purchaser, the Seller Class B Purchaser and the Purchasing Class B Purchaser will make appropriate arrangements for payment by the Seller Class B Purchaser to the Purchasing Class B Purchaser of such amount upon receipt thereof from the Agent.

(e) Concurrently with the execution and delivery hereof, the Purchasing Class B Purchaser will deliver to the Agent and the Issuer an executed Investment Letter in the form of Exhibit A to the Note Purchase Agreement and the forms, if any, required by subsection 2.5(c) of the Note Purchase Agreement.

(f) Each of the parties to this Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement, and (ii) the Agent shall apply each payment made to it under the Note Purchase Agreement, whether in its individual capacity or as Agent, in accordance with the provisions of the Note Purchase Agreement, as appropriate.

(g) By executing and delivering this Supplement, the Seller Class B Purchaser and the Purchasing Class B Purchaser confirm to and agree with each other, the Agent and the Class B Purchasers as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Seller Class B Purchaser makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Note Purchase Agreement or the Related Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Purchase Agreement or any other instrument or document furnished pursuant thereto; (ii) the Seller Class B Purchaser makes no representation or warranty and assumes no responsibility with respect to the Issuer, the financial condition of the Receivables, AFC, the Sellers, AmeriCredit, the Servicer, the Issuer, the Trust Collateral Agent, the Backup Servicer or the Trustee or the performance or observance by AFC, either Seller, AmeriCredit, the Servicer, the Issuer, the Trust Collateral Agent, the Backup Servicer or the Trustee of any of their respective obligations under the Note Purchase Agreement or any Related Document or any other instrument or document furnished pursuant hereto; (iii) each Purchasing Class B Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to

B-3

enter into this Supplement; (iv) each Purchasing Class B Purchaser will, independently and without reliance upon the Administrative Agent, any Agent (as defined in the Note Purchase Agreement) the Seller Class B Purchaser or any other Class B Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Related Documents; (v) the Purchasing Class B Purchaser appoints and authorizes the Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Related Documents as are delegated to the Agent or the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Purchase Agreement; and (vi) each Purchasing Class B Purchaser agrees (for the benefit of the Seller Class B Purchaser, the Administrative Agent, the Agents (as defined in the Note Purchase Agreement), the Class B Purchasers, the Trustee, the Servicer and the Sellers) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as a Class B Purchaser.

(h) Schedule II hereto sets forth the revised Purchaser Percentage or the revised Liquidity Percentage, as applicable, and Commitment of the Seller Class B Purchaser, as applicable, the Purchaser Percentage or the Liquidity Percentage, as applicable, and the Commitment of the Purchasing Class B Purchaser, as applicable, and the initial Investing Office of the Purchasing Class B Purchaser, as well as administrative information with respect to the Purchasing Class B Purchaser.

(i) THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

B-4

SCHEDULE I TO

TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT

Re: Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class B Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Item 1: Date of Transfer Supplement:

Item 2: Seller Class B Purchaser:

Item 3: Purchasing Class B Purchaser:

Item 4: Name of Agent:

Item 5: Name of Purchaser Group:

Item 6: Signatures of Parties to Agreement:

as Seller Class B Purchaser

By:

Name:

Title:

By:

Name:

Title:

B-5

as Purchasing Class B Purchaser

By:

Name:

Title:

By:

Name:

Title:

CONSENTED TO AND ACCEPTED BY:

[NAME OF AGENT], as Agent

By:

Name:

Title:

By:

Name:

Title:

[If applicable:]

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:

Name:

Title:

B-6

SCHEDULE II TO

TRANSFER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS AND

PURCHASE AND LIQUIDITY PERCENTAGES

[Seller Class B Purchaser]

A.	Type of Purchaser:	CP Conduit:	Yes/No
		Committed Purchaser:	Yes/No
B.	Purchaser Percentage:
	Seller Class B Purchaser Percentage
	Prior to Sale:				%
	Purchaser Percentage Sold:				%
	Purchaser Percentage Retained:				%
C.	Commitment (if applicable)
	Seller Class B Purchaser Commitment
	Prior to Sale:			$
	Commitment Sold:			$
	Commitment Retained:			$
	Related CP Conduit (applicable to Committed Purchaser):
D.	Related Committed Purchasers (applicable to CP Conduit)
	Committed Purchasers, Commitments and Liquidity Percentages prior to Sale:
			$		%
			$		%
			$		%
E.	Class B Principal Balance:
	Seller Class B Purchaser
	Class B Principal Balance Prior to Sale:			$
	Class B Principal Balance Sold:			$

B-7

	Class B Principal Balance Retained:			$
[Purchasing Class B Purchaser]
A.	Type of Purchaser:	CP Conduit:	Yes/No
		Committed Purchaser:	Yes/No
B.	Purchaser Percentage:
	Transferee Class B Purchaser Percentage
	After Sale:				%
C.	Commitment (if applicable)
	Transferee Class B Purchaser Commitment
	After Sale:			$
	Related CP Conduit (applicable to Committed Purchaser):
D.	Related Committed Purchasers (applicable to CP Conduit)
	Committed Purchasers, Commitments and Liquidity Percentages after Sale:
			$		%
			$		%
			$		%
E.	Class B Principal Balance:
	Transferee Class B Purchaser
	Class B Principal Balance After Sale:			$
Address for Notices:
Investing Office:

B-8

SCHEDULE III TO

TRANSFER SUPPLEMENT

Form of

Transfer Effective Notice

To: [Name and address of Sellers,

Servicer, Trustee, Administrative

Agent, Seller Class B Purchaser and

Purchasing Class B Purchaser]

The undersigned, as Agent under the Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the Class B Purchasers and the Agents parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Supplement, you are advised that the Transfer Effective Date will be                     ,     .

Very truly yours,

[NAME OF AGENT], as Agent

By:

Name:

Title:

By:

Name:

Title:

B-9

EXHIBIT C

JOINDER SUPPLEMENT

JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the financial institution identified in Item 2 of Schedule I hereto, AmeriCredit Financial Services, Inc. (“AmeriCredit”), individually, as a Seller and as Servicer, AmeriCredit Funding Corp. IX(“AFC”), individually and as a Seller, AmeriCredit PNP Warehouse Trust (the “Issuer”), the Agent named in Item 5 of Schedule I hereto (the “Agent”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, this Supplement is being executed and delivered under the Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit, AFC, the Issuer, the Class B Purchasers from time to time parties thereto, the Agents for the Purchaser Groups from time to time parties thereto, and the Administrative Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Agreement”; unless otherwise defined herein, terms defined in the Agreement are used herein as therein defined); and

WHEREAS, the party set forth in Item 2 of Schedule I hereto (the “Proposed Purchaser”) wishes to become a Class B Purchaser designated as a [CP Conduit][Committed Purchaser] party to the Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Administrative Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Proposed Purchaser, AmeriCredit, AFC, the Issuer, the Agent and the Administrative Agent, the Administrative Agent will transmit to the Proposed Purchaser, AmeriCredit, AFC, the Issuer and the Agent, a Joinder Effective Notice, substantially in the form of Schedule III to this Supplement (a “Joinder Effective Notice”). Such Joinder Effective Notice shall be executed by the Administrative Agent and shall set forth, inter alia, the date on which the joinder effected by this Supplement shall become effective (the “Joinder Effective Date”). From and after the Joinder Effective Date, the Proposed Purchaser shall be a Class B Purchaser designated as a [CP Conduit][Committed Purchaser] party to the Agreement for all purposes thereof.

(b) Each of the parties to this Supplement agrees and acknowledges that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement.

(c) By executing and delivering this Supplement, the Proposed Purchaser confirms to and agrees with the Administrative Agent, the Agents and the Class B Purchasers as follows: (i) none of the Administrative Agent, the Agents or the Class B Purchasers makes any representation or warranty or assumes any responsibility with respect to any statements,

C-1

warranties or representations made in or in connection with the Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or any other instrument or document furnished pursuant thereto, or with respect to any notes issued under the Indenture (including, without limitation, the Class B Notes), or the Trust Estate (as defined under the Indenture) or the financial condition of AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer, or the performance or observance by AmeriCredit, AFC, any Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer of any of their respective obligations under the Agreement, any other Related Document or any other instrument or document furnished pursuant thereto; (ii) the Proposed Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (iii) the Proposed Purchaser will, independently and without reliance upon the Administrative Agent, any Agent or any other Class B Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iv) the Proposed Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Article VII of the Agreement; (v) the Proposed Purchaser appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Indenture and Article VII of the Agreement; and (vi) the Proposed Purchaser agrees (for the benefit of the parties hereto and the other Class B Purchasers) that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Class B Purchaser designated as a [CP Conduit][Committed Purchaser].

(d) Schedule II hereto sets forth administrative information with respect to the Proposed Purchaser.

(e) This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

C-2

SCHEDULE I TO

JOINDER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT

Re: Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Item 1: Date of Joinder Supplement:                     

Item 2: Proposed Purchaser:                                                              

Item 3:	Type of Class B Purchaser:	CP Conduit
		Committed

Item 4: Complete if Committed Purchaser: Commitment - $                    

Committed Purchaser with respect to:

[Name of CP Conduit]

Item 5: Name of Agent:                                         

Item 6: Name of Purchaser Group:                                         

Item 7: Signatures of Parties to Agreement:

                                                                                                  , as

Proposed Purchaser

By:

Name:

Title:

By:

Name:

Title:

C-3

AMERICREDIT FINANCIAL SERVICES, INC., individually, as Seller and as Servicer
By:
Name:
Title:
AMERICREDIT FUNDING CORP. IX, individually and as a Seller
By:
Name:
Title:
AMERICREDIT PNP WAREHOUSE TRUST,
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
Name:
Title:
[NAME OF AGENT], as Agent
By:
Name:
Title:

C-4

SCHEDULE II TO

JOINDER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESS

FOR NOTICES AND WIRE INSTRUCTIONS

Address for Notices:

Investing Office:

Wire Instructions:

C-5

SCHEDULE III TO

JOINDER SUPPLEMENT

FORM OF

JOINDER EFFECTIVE NOTICE

To: [Name and address of AmeriCredit, AFC, the Issuer, Agent and Proposed Purchaser]

The undersigned, as Administrative Agent under the Class B Note Purchase Agreement, dated as of September 5, 2007, among AmeriCredit PNP Warehouse Trust, AmeriCredit Funding Corp. IX, AmeriCredit Financial Services, Inc., the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, acknowledges receipt of five executed counterparts of a completed Joinder Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Supplement, you are advised that the Joinder Effective Date for [Name of Proposed Purchaser] will be                          and such Proposed Purchaser will be a Class B Purchaser designated as a [CP Conduit][Committed Purchaser with a Commitment of $            ].

Very truly yours,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:

Name:

Title:

C-6

EXHIBIT D

FORM OF NOTICE OF FIXED PERIOD

[date]

To: JPMorgan Chase Bank, N.A.,

          as Administrative Agent

[10 S. Dearborn Street

Chase Tower, 13th Floor

Chicago, Illinois 60603]

Attention: [                                ]

[addresses of other Agents]

Re: Borrowing under the Indenture, dated as of September 5, 2007 (as amended, the “Indenture”; terms used herein but not defined herein shall have the respective meanings given thereto in the Indenture) among AmeriCredit PNP Warehouse Trust, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”)

Ladies and Gentlemen:

Reference is made to the Borrowing, the Fixed Period of which ends on             , 20    , and the Additional Class A Principal Amount of which is $            , the Additional Class B Principal Amount of which is $            , and the Additional Class C Principal Amount of which is $            . Pursuant to each of the following agreements:

(a) Class A Note Purchase Agreement, dated as of September 5, 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class A Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

(b) Class B Note Purchase Agreement, dated as of September 5, 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class B Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

(c) Class C Note Purchase Agreement, dated as of September [    ], 2007, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. IX, the Class C Purchasers parties thereto, the Agents parties thereto, and the Administrative Agent;

D-1

The Issuer hereby notifies you that the subsequent Fixed Period for such Borrowing shall be             .

Very truly yours,
AMERICREDIT PNP WAREHOUSE TRUST
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
Name:
Title:

D-2

EX-99.5

Exhibit 99.5

AMERICREDIT ANNOUNCES $1.5 BILLION

PRIME/NEAR-PRIME FINANCING FACILITY

FORT WORTH, TEXAS September 5, 2007 – AMERICREDIT CORP. (NYSE: ACF) announced today that it has entered into a $1.5 billion prime/near-prime warehouse financing facility. This facility, which matures in September 2008, will replace the three existing prime and near-prime facilities totaling $1.45 billion that the Company terminated today. AmeriCredit has total available warehouse commitments of $5.4 billion, including U.S. facilities of $5.25 billion, all of which mature subsequent to July 2008.

About AmeriCredit

AmeriCredit Corp. is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers and directly to consumers in the United States and Canada. AmeriCredit has over one million customers and approximately $16 billion in managed auto receivables. The Company was founded in 1992 and is headquartered in Fort Worth, Texas. For more information, visit www.americredit.com.

Contact:
Investor Relations	Media Relations
Caitlin DeYoung	John Hoffmann
(817) 302-7394	(817) 302-7627