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): February 26, 2010

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 3500, 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 February 26, 2010, AmeriCredit Financial Services, Inc. (“AmeriCredit”), a wholly-owned subsidiary of AmeriCredit Corp., entered into certain transaction documents with each lender party thereto and Deutsche Bank AG, New York Branch, as structuring agent and administrative agent for the lenders, to establish a revolving warehouse credit facility under which AmeriCredit may borrow up to $1.3 billion backed by automobile retail installment sales contract receivables that meet certain eligibility requirements. Under the AmeriCredit Syndicated Warehouse Trust revolving warehouse credit facility (the “Syndicated Warehouse”), AmeriCredit sells eligible receivables to a special purpose subsidiary, which in turn pledges the receivables as collateral to secure borrowings under the facility. The commitment termination date for the Syndicated Warehouse is February 25, 2011. The Syndicated Warehouse replaces the $1.0 billion AmeriCredit Master Trust II revolving warehouse credit facility, which accordingly was terminated on February 26, 2010, by agreement of the various parties to the transaction documents relating to such facility. This description of the Syndicated Warehouse transaction documents is a summary and does not purport to be complete, and is qualified in its entirety by reference to the copy of the transaction documents attached as Exhibits 99.1 - 99.3 to this Form 8-K, which is incorporated herein by reference.

Affiliates of Deutsche Bank AG, New York Branch have also performed investment banking and advisory services for 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 Syndicated Warehouse transaction documents described above in Item 1.01, which is incorporated by reference into this Item 1.02, AmeriCredit’s $1.0 billion AmeriCredit Master Trust II revolving warehouse credit facility has been terminated by agreement of the various parties to such facility, effective February 26, 2010. The facility was terminated for the reasons described in Item 1.01 above.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

None.

(b) Pro-forma Financial Information

None.

(c) Exhibits

The following exhibits are filed herewith:

Exhibit
99.1	Sale and Servicing Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, AmeriCredit Funding Corp. XI, as a Seller, AmeriCredit Financial Services, Inc., as a Seller and as Servicer, Deutsche Bank AG, New York Branch, as Administrative Agent, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent
99.2	Indenture, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent
99.3	Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, AmeriCredit Funding Corp. XI, as a Seller, AmeriCredit Financial Services, Inc., as a Seller and Servicer, the Purchasers parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, Wells Fargo Bank, National Association, as Trustee, and the Agents parties thereto
99.4	Press release dated March 1, 2010, entitled “AmeriCredit Expands and Extends Warehouse Credit 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: March 2, 2010	By:	/s/    CHRIS A. CHOATE
		Chris A. Choate Executive Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Sale and Servicing Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, AmeriCredit Funding Corp. XI, as a Seller, AmeriCredit Financial Services, Inc., as a Seller and as Servicer, Deutsche Bank AG, New York Branch, as Administrative Agent, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent
99.2	Indenture, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent
99.3	Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, as Issuer, AmeriCredit Funding Corp. XI, as a Seller, AmeriCredit Financial Services, Inc., as a Seller and Servicer, the Purchasers parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent, Wells Fargo Bank, National Association, as Trustee, and the Agents parties thereto
99.4	Press release dated March 1, 2010, entitled “AmeriCredit Expands and Extends Warehouse Credit Facility”

EX-99.1

Exhibit 99.1

EXECUTION COPY

SALE AND SERVICING AGREEMENT

among

AMERICREDIT SYNDICATED WAREHOUSE TRUST,

as Issuer,

AMERICREDIT FUNDING CORP. XI,

as a Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

as Servicer and as a Seller,

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Backup Servicer and as Trust Collateral Agent

Dated as of February 26, 2010

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	5
Article III The Receivables		6
Section 3.1	Representations and Warranties of Sellers	6
Section 3.2	Repurchase upon Breach	6
Section 3.3	Custody of Receivables Files	7
Section 3.4	Credit Scoring Methodology	8
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; Lockbox Agreements	9
Section 4.3	Realization upon Receivables	12
Section 4.4	Insurance	13
Section 4.5	Maintenance of Security Interests in Vehicles	14
Section 4.6	Covenants, Representations, and Warranties of Servicer	15
Section 4.7	Purchase of Receivables Upon Breach of Covenant	16
Section 4.8	Total Servicing Fee; Payment of Certain Expenses by Servicer	17
Section 4.9	Servicer’s Certificate	17
Section 4.10	Annual Statement as to Compliance, Notice of Servicer Termination Event	18
Section 4.11	Annual Independent Accountants’ Report	18
Section 4.12	Access to Certain Documentation and Information Regarding Receivables	19
Section 4.13	Monthly Tape	19
Section 4.14	Backup Servicer	20
Article V Trust Accounts; Distributions		20
Section 5.1	Establishment of Trust Accounts	20
Section 5.2	Certain Reimbursements to the Servicer	23
Section 5.3	Application of Collections	23
Section 5.4	Additional Deposits	24
Section 5.5	Distributions	24
Section 5.6	Reserve Account; Collateral Account	28

- i -

Article VI The Sellers		29
Section 6.1	Representations of Sellers	29
Section 6.2	Corporate Existence	31
Section 6.3	Liability of Sellers; Indemnities	33
Section 6.4	Merger or Consolidation of, or Assumption of the Obligations of the Sellers	34
Section 6.5	Limitation on Liability of the Sellers and Others	34
Section 6.6	Ownership of the Certificates or Notes	35
Article VII The Servicer		35
Section 7.1	Representations of Servicer	35
Section 7.2	Liability of Servicer; Indemnities	37
Section 7.3	Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer	38
Section 7.4	Limitation on Liability of Servicer, Backup Servicer and Others	39
Section 7.5	Delegation of Duties	40
Section 7.6	Servicer and Backup Servicer Not to Resign	41
Article VIII Default		41
Section 8.1	Servicer Termination Event	41
Section 8.2	Consequences of a Servicer Termination Event	42
Section 8.3	Appointment of Successor	43
Section 8.4	Notification to Noteholders	45
Section 8.5	Waiver of Past Defaults	45
Article IX Termination		45
Section 9.1	Optional Purchase of All Receivables	45
Article X Administrative Duties of the Servicer		46
Section 10.1	Administrative Duties	46
Section 10.2	Records	48
Section 10.3	Additional Information to be Furnished to the Issuer	48
Article XI Miscellaneous Provisions		48
Section 11.1	Amendment	48
Section 11.2	Protection of Title to Trust	49
Section 11.3	Notices	50
Section 11.4	Assignment	51
Section 11.5	Limitations on Rights of Others	51
Section 11.6	Severability	51
Section 11.7	Separate Counterparts	51

- ii -

Section 11.8	Headings	51
Section 11.9	Governing Law	52
Section 11.10	Assignment to Trustee	52
Section 11.11	Nonpetition Covenants	52
Section 11.12	Limitation of Liability of Owner Trustee and Trustee	52
Section 11.13	Independence of the Servicer	53
Section 11.14	No Joint Venture	53

- iii -

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

- iv -

SALE AND SERVICING AGREEMENT, dated as of February 26, 2010, among AMERICREDIT SYNDICATED WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”), AMERICREDIT FUNDING CORP. XI, a Delaware corporation (“AFC”), in its capacity as a Seller (in such capacity, a “Seller”), and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), as Servicer (in such capacity, the “Servicer”) and as a Seller (in such capacity, a “Seller”, and together with AFC in its capacity as a Seller the “Sellers”), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent 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;

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 Note Purchase Agreement or the Trust Agreement.

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

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

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

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

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, each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Trust without recourse (subject to the obligations set forth herein), all right, title and interest of such Seller in and to:

(i) all Receivables originated or acquired by such Seller and listed on Schedule A to the related Supplement;

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

(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;

- 2 -

(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 the applicable 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 such Seller mutually agree. The purchase price due with respect to Receivables will be payable as and when agreed by the Issuer and the applicable 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 related Seller to the Issuer and the beneficial interest in and title to the Receivables and the other Trust Property shall not be part of such Seller’s respective estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Sellers, any transfer and assignment contemplated hereby shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each transfer and assignment of Receivables hereunder shall constitute a true sale thereof, each Seller hereby grants to the Issuer a valid and perfected security interest in all of such Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables and other Trust Property (as applicable), and all other rights and assets in which the Issuer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of such Seller hereunder, which security interest shall be prior to all other Liens.

In addition, AFC hereby grants to the Issuer a valid and perfected security interest in all of AFC’s right, title and interest all of the following items owned by AFC, whether now owned or hereafter acquired, now existing or hereafter created and wherever located: all chattel paper, accounts, goods, investment property, letters of credit, letter-of-credit rights, leases, instruments,

- 3 -

installment sales contracts, installment payment contracts, general intangibles, payment intangibles, promissory notes, and “supporting obligations” (as defined in the UCC) relating thereto and the proceeds of any and all of the foregoing, to secure all payment and performance obligations of AFC hereunder, which security interest shall be prior to all other Liens.

The Issuer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each Seller and the Issuer represents and warrants as to itself that each remittance of Collections and other property by such Seller to the Issuer hereunder shall have been (i) in payment of a debt incurred by such Seller in the ordinary course of business or financial affairs of such Seller and the Issuer and (ii) made in the ordinary course of business or financial affairs of such Seller and the Issuer.

AFC hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.1. AFC authorizes the Issuer and the Indenture Trustee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the collateral granted by it hereunder without the signature of AFC.

(b) Each Seller 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”);

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

(iii) each of the representations and warranties made by such Seller 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 such Seller shall have performed all obligations to be performed by it hereunder on or prior to such Transfer Date;

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

- 4 -

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

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

Each Seller covenants 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, such Seller (if the original seller of such Receivable) will repurchase such Receivable from the Trust in the manner specified in Section 4.7, at a price equal to (x) if any Borrowing Base Deficiency shall exist, the Purchase Amount thereof or (y) otherwise, zero.

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

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

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

(d) The Trust Collateral Agent shall, at such time as there are no 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.

- 5 -

ARTICLE III

The Receivables

SECTION 3.1 Representations and Warranties of Sellers. Each Seller hereby represents and warrants, as to itself, 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 such Seller acknowledges that the Issuer shall be deemed to have relied on such representations and warranties in acquiring such 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 Closing Date of this Agreement and as of the related Transfer Date, but shall survive the sale, transfer and assignment of such Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the Indenture. Each Seller hereby represents and warrants, on the Closing Date 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 (5^th) Business Day following the discovery by a Seller or receipt by a 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, such 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, such Seller shall remit to the Collection Account in the manner specified in Section 5.4 (x) if there shall exist any Borrowing Base Deficiency, the Purchase Price or (y) otherwise, zero, 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 or events 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, such 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.

- 6 -

(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 Receivables 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 the Closing Date, 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 Transfer 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

(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 Receivables Files in electronic form, (ii) maintain custody of all or any portion of the Receivables Files with (A) an agent or designee approved by the Required Noteholders or (B) DealerTrack, Inc. and with respect to which, in the case of DealerTrack, Inc. or another agent or designee, the Rating Agency Condition has been satisfied, 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.

-7 -

(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).

SECTION 3.4 Credit Scoring Methodology. AmeriCredit covenants that it will not amend the credit score model it uses to establish AmeriCredit Scores unless it recalibrates the AmeriCredit Scores, if necessary, to materially match the methodology it uses on the Closing Date.

ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1 Duties of the Servicer. The Servicer is hereby authorized to act as agent for the Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially comply with the policies and procedures described on Schedule C, as such policies and procedures may be updated from time to time. The Servicer’s duties shall include, without limitation, collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the terms of the Lockbox Agreement, accounting for collections and furnishing monthly and annual statements to the Trust Collateral Agent, the Trustee and the Administrative Agent with respect to distributions as set forth herein, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein.

-8 -

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

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

(a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or

-9 -

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 (12) month period or more than eight (8) times during the full term of such Receivable;

(ii) in no event may a Receivable be extended beyond the date 85 months after the date on which such Receivable was originated;

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

(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 (1) or more Lockbox Banks, acting as agent for the Trust pursuant to a Lockbox Agreement. The Servicer shall use its best efforts to notify or direct any Lockbox Bank to deposit all payments on the Receivables in the Lockbox Account no later than the Business Day after receipt, and to cause all amounts credited to the Lockbox Account on account of such payments to be transferred to the Collection Account no later than the second (2^nd) 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.

-10 -

No later than one (1) 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 Processor (except in the case of Obligors that have already been making such payments to the Lockbox Processor), and shall have provided each such Obligor with remittance invoices in order to enable such Obligors to make such payments directly to the Lockbox Processor for deposit into the Lockbox Account, and the Servicer will continue, not less often than every three (3) months, to so notify those Obligors who have failed to make payments to the Lockbox Processor. The Servicer will direct payments on receivables other than the Receivables to the appropriate lockbox account and in the event any payments on receivables other than the Receivables are deposited to the Lockbox Account, the Servicer shall promptly, upon identification thereof, withdraw such payments from the Lockbox Account and remit them to the appropriate lockbox account or Person entitled thereto. 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 fifteen (15) days or cannot be cured by execution by the Obligor of a new authorization for automatic payment, the Servicer shall notify such Obligor that it cannot make payment by direct debit and must thereafter make payment by check.

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

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

-11 -

(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 after default on such Receivable but in no event later than the date on which all or any portion of a Scheduled Receivable Payment has become ninety-one (91) days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. 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 shall determine in its discretion that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. All amounts received upon liquidation of a Financed Vehicle shall be remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, 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(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

(b) If the Servicer 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,

-12 -

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 Agent, at the Servicer’s expense, or the related Seller, at such 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 such 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. All policies of Collateral Insurance shall be endorsed with clauses providing for loss payable to the Servicer. Costs incurred by the Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

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

-13 -

(c) In connection with any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner and to the extent permitted by applicable law, require the Obligors to repay the entire premium to the Servicer. In no event shall the Servicer include the amount of the premium in the Amount Financed under the Receivable. For all purposes of this Agreement, the Insurance Add-On Amount with respect to any Receivable having Force-Placed Insurance will be treated as a separate obligation of the Obligor and will not be added to the Principal Balance of such Receivable, and amounts allocable thereto will not be available for distribution on the Notes and the Certificates. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled 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 related Seller, at such Seller’s expense, shall take such steps as the Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for the benefit of the Noteholders.

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

SECTION 4.5 Maintenance of Security Interests in Vehicles.

(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

-14 -

the Servicer agrees, to take any and all steps necessary to re-perfect such security interest on behalf of the Trust as necessary because of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit (or an Originating Affiliate or a Titled Third-Party Lender) as the secured party on the Lien Certificate is in its capacity as Servicer as agent of the Trust.

(b) Upon the occurrence of 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.

(c) In addition, prior to the occurrence of an Event of Default or Servicer Termination Event, the Required Noteholders 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 Required Noteholders 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 Required Noteholders be necessary or prudent. All expenses related to actions taken at the instruction of the Required Noteholders in accordance with this paragraph shall be reimbursed in accordance with Section 5.5(a) and (b) below.

(d) 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 (it being understood 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.

-15 -

(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;

(iv) Restrictions on Liens. The Servicer shall not (A) 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 (B) 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) Notices. Within ten (10) days after the date any material change in or amendment to the Servicing Policies and Procedures is made, the Servicer will deliver to the Issuer, the Trust Collateral Agent, the Agents and the Administrative Agent a copy of the Servicing Policies and Procedures then in effect indicating such change or amendment. AmeriCredit shall not change the 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.

(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 (5^th) 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

-16 -

Receivable) or the related Financed Vehicle, AmeriCredit shall, unless such breach shall have been cured in all material respects, purchase from the Trust the Receivable affected by such breach and, on the related Determination Date, AmeriCredit shall pay (x) if any Borrowing Base Deficiency shall exist, the related Purchase Price or (y) otherwise, zero. 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 any fees under the Lockbox Agreement), the Lockbox Processor (and any fees under the Lockbox Processing Agreement) and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be AmeriCredit, a successor to AmeriCredit as Servicer including the Backup Servicer permitted by Section 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, the Administrative Agent and the Rating Agency a Servicer’s Certificate executed by a Responsible Officer of the Servicer containing among other things, (a) 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, (b) a listing of all Purchased Receivables and Administrative Receivables purchased during the related Collection Period, identifying the Receivables so purchased, or if no such Receivables were purchased during such Collection Period, a certification to that effect and (c) all information necessary to enable the Trust Collateral Agent to perform its other obligations hereunder. Receivables purchased by the Servicer or by a Seller during the related Collection Period and each Receivable which became a Liquidated Receivable or which was paid in full during

-17 -

the related Collection Period shall be identified by account number (as set forth in the Schedule of Receivables). In addition to the information set forth in the preceding sentence, the Servicer’s Certificate shall also contain the following information: (a) the Servicer Delinquency Ratio and 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 has been 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, the Administrative Agent and the Rating Agency, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on October 31, 2010, 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 (6) 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) Either Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent, the Servicer or the Sellers (as applicable) and the Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an officer’s certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Termination Event or Event of Default.

SECTION 4.11 Annual Independent Accountants’ Report.

The initial Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or to the Sellers, to (a) deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Agents, the Administrative Agent and the Rating Agency, on or before October 31 (or 120 days after the end of the Servicer’s fiscal year, if other than June 30) of each year, beginning on October 31, 2010, with respect to the twelve months ended the immediately preceding June 30 (or other applicable date), 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 included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances; and (2) the firm is independent of the Sellers and the Servicer

-18 -

within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants, and (b) annually provide to the Agents and the Administrative Agent a report on the application of agreed upon procedures (such procedures to be substantially similar to those set forth in the letter attached as Exhibit F hereto) (the “Operational Agreed Upon Procedures Report”) to (1) the most recent Servicer’s Certificate including the delinquency, default and loss statistics required to be specified therein noting whether any exceptions or errors in the Servicer’s Certificate were found and (2) 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). If an Event of Default shall have occurred and be continuing, then the Note Owners or the Administrative Agent may request the Independent Accountants to deliver an Operational Agreed Upon Procedures Report semi-annually to the Agents and the Administrative Agent. For further clarification, the Accountant’s Report and the Operational Agreed Upon Procedures Report may be performed by different Independent Accountants.

SECTION 4.12 Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to representatives of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, 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.

(a) 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 an electronic transmission 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 electronic transmission to (i) confirm that the Servicer’s Certificate is complete, (ii) confirm that such electronic transmission is in readable form and (iii) calculate and confirm (A) the aggregate amount distributable as principal on the related Distribution Date, (B) any amounts distributable on the related Distribution Date which are to be paid with funds withdrawn from the Reserve Account, (C) the Aggregate Principal Balance as of the end of the Collection Period, (D) the Advance Rate, (E) the Borrowing Base, (F) the Reserve Account Required Amount, and (G) the Net Spread.

(b) The Backup Servicer shall certify to the Trust Collateral Agent, the Servicer, and the Administrative Agent that it has verified the Servicer’s Certificate in accordance with this Section and shall notify such Persons of any discrepancies, in each case, on or before the twenty-fifth (25^th) calendar day each month. In the event that the Backup Servicer reports any discrepancies, the Servicer and the Backup Servicer shall attempt to reconcile such discrepancies prior to the next succeeding Distribution Date, but in the

-19 -

absence of a reconciliation, the Servicer’s Certificate shall control for the purpose of calculations and distributions with respect to the next succeeding Distribution Date. In the event that the Backup Servicer and the Servicer are unable to reconcile discrepancies with respect to a Servicer’s Certificate by the next succeeding Distribution Date, the Servicer shall cause the Independent Accountants, at the Servicer’s expense, to audit the Servicer’s Certificate and, prior to the next Distribution Date, reconcile the discrepancies. The effect, if any, of such reconciliation shall be reflected in the Servicer’s Certificate for such next succeeding Determination Date. In addition, upon the occurrence of a Servicer Termination Event the Servicer shall, if so requested by the Trust Collateral Agent or the Administrative Agent, deliver to the Backup Servicer its Collection Records and its Monthly Records within 15 days after demand therefor and an electronic transmission containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables.

SECTION 4.14 Backup Servicer.

(a) Under the direction of the Servicer and/or the Trust Collateral Agent, the Backup Servicer will work with the Servicer’s personnel to obtain the necessary systems and data information from the servicing systems in use by the Servicer. Using this information, the Backup Servicer will create a set of conversion routines and database mapping programs, as necessary, that will enable the Backup Servicer to receive data from the Servicer, including, without limitation: (i) Obligor information, (ii) loan financial information, (iii) collateral information, (iv) payment/transaction history, (v) customer servicer or collection notes (if stored electronically) and (vi) information edits.

(b) The Backup Servicer will annually test its set of conversion routines and database mapping programs on a sample of data from (x) if the Issuer owns at least 100 contracts, at least 100 of the Servicer’s accounts owned by the Issuer or (y) if the Issuer owns fewer than 100 contracts, at least 100 of the Servicer’s accounts and report in writing by June 30^th of each year the results of such testing to the Trust Collateral Agent, the Servicer, and the Administrative Agent.

(c) 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.

-20 -

(ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “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 Reserve Account shall initially be established with the Trust Collateral Agent.

(iii) 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.

(b) Funds on deposit in the Collection Account, the Reserve Account, the Collateral Account and the Lockbox 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. Other than as permitted by the Rating Agency, 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. All Eligible Investments will be held to maturity.

(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.

- 21 -

(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 (a) 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 (5) Business Days (or such longer period as to which the Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

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

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

(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a 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.

- 22 -

(g) The Servicer shall have the power, revocable by the Required Noteholders 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 Required Noteholders 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 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 the Required Noteholders notify the Servicer within twelve (12) months of such reimbursement that they have not received evidence satisfactory to them of the Servicer’s entitlement to reimbursement pursuant to this Section, the Required Noteholders 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. For each Collection Period the Servicer shall apply Collections constituting payments by or on behalf of an Obligor (a) with respect to each Simple Interest Receivable (other than a Purchased Receivable), to interest and principal in accordance with the Simple Interest Method and (b) with respect to each Pre-Computed Receivable, to interest and principal in accordance with the terms thereof.

- 23 -

SECTION 5.4 Additional Deposits. The Servicer and each 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.

SECTION 5.5 Distributions.

(a) On each Distribution Date prior to the Amortization Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) 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;

(ii) from the Available Funds, pro rata, (A) to the Backup Servicer, the Backup Servicer Fee for the related Collection Period and its unpaid expenses, provided that such expenses shall not exceed $50,000 per annum in the aggregate in any calendar year or portion thereof; (B) to the Trust Collateral Agent and Trustee, its unpaid fees and expenses, provided that such fees and expenses shall not exceed $100,000 per annum in the aggregate in any calendar year or portion thereof; (C) to the Owner Trustee its unpaid fees and expenses; provided that such fees and expenses shall not exceed $100,000 per annum in the aggregate in any calendar year or portion thereof and (D) to the Lockbox Bank and Lockbox Processor, their unpaid fees and expenses; provided that such fees and expenses shall not exceed $50,000 in any calendar year or portion thereof (in each case, to the extent such fees and expenses in this clause (ii) have not previously been paid by the Servicer);

(iii) from the Available Funds, to the Custodian, the Custodial Fee for the related Collection Period, and to the Administrative Agent, any costs or expenses due and payable to the Administrative Agent pursuant to the Basic Documents on such Distribution Date;

(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 each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Priority Monthly Interest and Fees owed to such Noteholder on such Distribution Date and the denominator of which is the Priority Monthly Interest and Fees for such Distribution Date, the Priority Monthly Interest and Fees due to such Noteholder for the related Interest Period and any accrued Priority Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

- 24 -

(vi) from Available Funds, to each Noteholder, pro rata based on such Noteholder’s respective Percentage Interest of the Aggregate Note Principal Balance, to reduce the Aggregate Note Principal Balance in an amount required to prevent the existence of, or eliminate, a Borrowing Base Deficiency;

(vii) from Available Funds, to each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Subordinated Monthly Interest and Fees owed to such Noteholder on such Distribution Date and the denominator of which is the Subordinated Monthly Interest and Fees for such Distribution Date, the Subordinated Monthly Interest and Fees for the related Interest Period and any accrued Subordinated 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 Reserve Account, an amount, if necessary, required to increase the amount therein to the Reserve Account Required Amount;

(ix) to the Agent for each Purchaser Group with a Nonextending Purchaser, (A) on each Distribution Date from and after the occurrence of the related Partial Expiration Event but prior to the Expected Maturity Date of the Note held by or on behalf of such Purchaser Group, to reduce the outstanding principal amount of such Note, an amount equal to the product of (x) Available Funds (after giving effect to clauses (i) through (viii) hereof) and (y) the Purchaser Group Percentage of such Purchaser Group as of the date of such Partial Expiration Event (until the outstanding principal balance of such Note equals zero) or (B) from and after the Expected Maturity Date of the Note held by or on behalf of such Purchaser Group, the outstanding principal balance of such Note;

(x) from Available Funds, to each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Monthly Costs and Expenses owed to such Noteholder on such Distribution Date and the denominator of which is the Monthly Costs and Expenses for such Distribution Date, the Monthly Costs and Expenses with respect to such Distribution Date (and any Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

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

(xii) from Available Funds, to the extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Trust Collateral Agent and Trustee, the Owner Trustee, the Lockbox Bank and the Lockbox Processor, any costs and expenses due to such Person under the Basic Documents;

(xiii) from Available Funds, to the Trust Collateral Agent and/or the Servicer to reimburse for any expenses incurred for actions taken at the direction of the Required Noteholders pursuant to Section 4.5(c);

- 25 -

(xiv) from Available Funds, to each Noteholder, pro rata based on such Noteholder’s Percentage Interest of the Aggregate Note Principal Balance, any Limited Amortization Amount for such Distribution Date; and

(xv) so long as no Default has occurred, from Available Funds, any remaining Available Funds to the Issuer.

(b) On each Distribution Date after the Amortization Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) 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;

(ii) from the Available Funds, pro rata, (A) to the Backup Servicer, the Backup Servicer Fee for the related Collection Period and its unpaid expenses, provided that such expenses shall not exceed $150,000 per annum in the aggregate in any calendar year or portion thereof; (B) to the Trust Collateral Agent and Trustee, its unpaid fees and expenses, provided that such fees and expenses shall not exceed $100,000 per annum in the aggregate in any calendar year or portion thereof; (C) to the Owner Trustee its unpaid fees and expenses; provided that such fees and expenses shall not exceed $100,000 per annum in the aggregate in any calendar year or portion thereof and (D) to the Lockbox Bank and Lockbox Processor, their unpaid fees and expenses; provided that such fees and expenses shall not exceed $50,000 in any calendar year or portion thereof (in each case, to the extent such fees and expenses in this clause (ii) have not previously been paid by the Servicer);

(iii) from the Available Funds, to the Custodian, the Custodial Fee for the related Collection Period, and to the Administrative Agent, any costs or expenses due and payable to the Administrative Agent pursuant to the Basic Documents on such Distribution Date;

(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 each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Priority Monthly Interest and Fees owed to such Noteholder on such Distribution Date and the denominator of which is the Priority Monthly Interest and Fees for such Distribution Date, the Priority Monthly Interest and Fees for the related Interest Period and any accrued Priority Monthly Interest and Fees with respect to any prior Interest Period to the extent not paid on a prior Distribution Date;

- 26 -

(vi) from Available Funds, to each Noteholder, pro rata based on such Noteholder’s Percentage Interest of the Aggregate Note Principal Balance, the Aggregate Note Principal Balance until the Aggregate Note Principal Balance has been reduced to zero;

(vii) from Available Funds, to each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Subordinated Monthly Interest and Fees owed to such Noteholder on such Distribution Date and the denominator of which is the Subordinated Monthly Interest and Fees for such Distribution Date, the Subordinated Monthly Interest and Fees for the related Interest Period and any accrued Subordinated 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 each Noteholder, pro rata based on a fraction, the numerator of which is the amount of Monthly Costs and Expenses owed to such Noteholder on such Distribution Date and the denominator of which is the Monthly Costs and Expenses for such Distribution Date, the Monthly Costs and Expenses with respect to such Distribution Date (and any Monthly Costs and Expenses with respect to any prior Interest Period to the extent not paid on a prior Distribution Date);

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

(x) from Available Funds, to the extent not previously paid pursuant to clause (ii) above, pro rata, to the Backup Servicer, the Trust Collateral Agent and Trustee, the Owner Trustee, the Lockbox Bank and the Lockbox Processor, any costs and expenses due to such Person under the Basic Documents; and

(xi) from Available Funds, to the Trust Collateral Agent and/or the Servicer to reimburse for any expenses incurred for actions taken at the direction of the Required Noteholders pursuant to Section 4.5(c);

(xii) 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 (2) 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 Deficiency 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 Trustee 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 Required Noteholders 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.

- 27 -

(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.

SECTION 5.6 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 (v) of Section 5.5(a) or pursuant to clauses (i) through (v) 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 Reserve Account shall not at such time be maintained by the Trust Collateral Agent, the Trust Collateral Agent shall direct the holder of the Reserve Account to withdraw) the amount of such deficiency, up to the amount available in the Reserve Account, from the 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 5.5(b), as the case may be.

(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 (v) of Section 5.5(a) or pursuant to clauses (i) through (v) of 5.5(b), respectively, plus the amount withdrawn from the 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) and/or 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 Deficiency.

(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 apply such amount as provided in Section 5.5(b) and at such time the Collateral Account shall be closed.

(d) Following the occurrence and during the continuance of an Event of Default, the Trust Collateral Agent shall, upon the direction of the Required Noteholders, withdraw (or, if the Reserve Account shall not at such time be maintained by the Trust Collateral Agent, the Trust Collateral Agent shall direct the holder of the Reserve Account to withdraw) all amounts on deposit in the Reserve Account and apply such amount as provided in Section 5.5(b) and at such time the Reserve Account shall be closed.

- 28 -

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

On each Interim Distribution Date prior to the occurrence of a Default or an Event of Default and based solely on instructions from the Servicer, the Trust Collateral Agent shall withdraw from the Reserve Account the lesser of (i) the amount on deposit in the Reserve Account in excess of the Minimum Reserve Account Amount (after giving effect to all distributions to be made on such Distribution Date pursuant to Section 5.5(a) or Section 5.5(b), and any withdrawals to be made from the Reserve Account pursuant to paragraph (a) of this Section 5.6) and (ii) the product of the amount on deposit in the Reserve Account and a fraction the numerator of which is the Aggregate Principal Balance of the Receivables released from the lien of the Indenture on such Interim Distribution Date and the denominator of which is the Aggregate Principal Balance of the Receivables prior to such release, and distribute such lesser amount to the Issuer or as it may direct.

(f) On each Distribution Date prior to the occurrence of a Default or 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 it may direct), any and all amounts on deposit in the Collateral Account so long as after giving effect to such withdrawal no Borrowing Base Deficiency, Default or Event of Default shall occur or be continuing and the amount on deposit in the Reserve Account equals the Reserve Account Required Amount.

(g) 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 Reserve Account to withdraw) all amounts on deposit therein and distribute such amount to the Issuer or as it may direct.

ARTICLE VI

The Sellers

SECTION 6.1 Representations of Sellers. Each Seller, as to itself, 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.

- 29 -

(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. Such 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. Such 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.

(d) Power and Authority. Such 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; such 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 such Seller and creditors of and purchasers from such Seller; and this Agreement and such Seller’s Basic Documents, when duly executed and delivered, shall constitute legal, valid and binding obligations of such 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 such Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which such 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 such Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Seller or any of its properties.

- 30 -

(g) No Proceedings. There are no proceedings or investigations pending or, to such Seller’s knowledge, threatened against such Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over such 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 such 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 such Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

(i) Chief Executive Office. The chief executive office of such Seller is at 801 Cherry Street, Suite 3500, 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:

(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;

- 31 -

(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;

(ix) such Seller 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) such Seller shall not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and upon satisfaction of the Rating Agency Condition;

(xi) with respect to AFC only, such Seller 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) with respect to AFC only, such Seller 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;

(xiv) with respect to AFC only, such Seller shall (A) at all times have a board of directors, at least one (1) member of which is an Independent Director, (B) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (x) the selection, maintenance or replacement of the Independent Director, (y) the dissolution or liquidation of AFC or (z) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar

- 32 -

proceeding involving AFC, are duly authorized by unanimous vote of its board of directors (including the Independent Director), (C) comply in all material respects with its certificate of incorporation and bylaws, (D) maintain its corporate charter in conformity with this Agreement, such that (x) it does not amend, restate, supplement or otherwise modify its certificate of incorporation or bylaws in any respect that would impair its ability to comply with the terms or provisions of any of the Basic Documents; and (y) its corporate charter, at all times that the Basic Documents are in effect, provides for not less than ten (10) days’ prior written notice to the Administrative Agent of the replacement or appointment of any director that is to serve as an Independent Director for purposes of this Agreement and the condition precedent to giving effect to such replacement or appointment that such Seller certify that the designated Person satisfied the criteria set forth in the definition herein of “Independent Director” and the Administrative Agent’s written acknowledgement that in its reasonable judgment the designated Person satisfies the criteria set forth in the definition herein of “Independent Director; and

(xv) with respect to AFC only, such Seller 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 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, 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.

- 33 -

(c) Each Seller shall indemnify, defend and hold harmless the Owner Trustee, Trustee, Trust Collateral Agent, the Agents, the Administrative Agent and 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, Trustee, Trust Collateral Agent, the Agents, the Administrative Agent and 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 and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If a 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 such Seller, without interest.

SECTION 6.4 Merger or Consolidation of, or Assumption of the Obligations of the Sellers. Any Person (a) into which a Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which a Seller shall be a party or (c) which may succeed to the properties and assets of a 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 such 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 such 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, such Seller shall have received the written consent of the Required Noteholders 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) such 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, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) such 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 Other Conveyed Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

- 34 -

SECTION 6.5 Limitation on Liability of the Sellers and Others. Each Seller and any director or officer or employee or agent of such Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under any Basic Document. Neither Seller shall 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. The related Seller shall notify the Owner Trustee, the Trustee, the Trust Collateral Agent and the Administrative Agent with respect to any transfer of any Certificate.

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;

- 35 -

(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 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, (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; and

- 36 -

(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 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.

- 37 -

(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 either 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 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.

(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 Standard & Poor’s or Moody’s would be lowered as a result of such transaction, shall be acceptable to the Required Noteholders. 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,

- 38 -

that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Administrative Agent and the Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an 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 Rating Agency, 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 Rating Agency, 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.

(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.

- 39 -

(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.

(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 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. Notwithstanding the foregoing, AmeriCredit, as Servicer, may delegate its duties hereunder and under any Basic Documents with respect to the servicing and collection of certain Receivables to AmeriCredit Financial Services of Canada Ltd. without obtaining the consent of any Person. No delegation or sub-contracting by the Servicer of its duties herein in the manner described in this Section 7.5 shall relieve the Servicer of its responsibility with respect to such duties.

- 40 -

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 Required Noteholders do 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 Required Noteholders 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 Required Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Required Noteholders 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 (2) 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; or

(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 (2^nd) 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); or

- 41 -

(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 thirty (30) days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Collateral Agent or any Noteholder; or

(d) a case or other proceeding shall be commenced, without the application or consent of the Servicer in any court seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of the Servicer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Servicer or all or substantially all of its assets, or any similar action with respect to the Servicer under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and (i) such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days or (ii) an order for relief in respect of the Servicer shall be entered in such case or proceeding or a decree or order granting such other requested relief shall be entered; or

(e) the Servicer shall fail generally to pay its debts as they come due, or shall make a general assignment for the benefit of creditors; or any case or other proceeding shall be instituted by the Servicer seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of it or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or seeking the entry of an order for relief or the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Servicer or all or substantially all of its assets; or the Servicer shall take any corporate action to authorize any of such actions; 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 thirty (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 any Noteholder 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) (i) as of any Determination Date during the period commencing April 1 and ending on September 30 of any calendar year, the average of the Servicer Delinquency Ratios for the last day of each of the immediately preceding three (3) consecutive Collection Periods shall exceed 5.5%, or (ii) as of any Determination Date during the period commencing October 1 of any calendar year and ending on March 31 of the following calendar year, the average of the Servicer Delinquency Ratios for the last day of each of the immediately preceding three (3) consecutive Collection Periods exceeds 6.5%; or

(h) the Loss Ratio shall exceed the Loss Ratio Trigger; or

- 42 -

(i) 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, the Required Noteholders by notice given in writing to the Servicer and to the Trust Collateral Agent 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, the Receivables 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 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 Required Noteholders, acting together, the successor Servicer shall terminate the Lockbox Agreements and direct the Obligors to make all payments under the Receivables directly to the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 4.2(e)), or to a lockbox established by the successor Servicer at the direction of the Required Noteholders, 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.

- 43 -

(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 Required Noteholders 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 or 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 the Servicing Fee (computed at the Servicing Fee Rate), plus such other compensation and expense reimbursements (whether payable out of the Collection Account or otherwise) as the prior Servicer would have been entitled to under this Agreement if the prior 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 Required Noteholders and such successor Servicer may agree on reasonable additional compensation to be paid to such successor Servicer by the Backup 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 Required Noteholders 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 Required Noteholders 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.

(d) Notwithstanding anything contained in this Agreement to the contrary, the successor Servicer is authorized to accept and rely on all of the accounting records (including computer records) and work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any audit or other examination thereof, and the successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product and such Error makes it materially more difficult to service or should cause or materially contribute to the successor Servicer making or

- 44 -

continuing any Errors (collectively, “Continuing Errors”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the successor Servicer agrees to use its best efforts to prevent further Continuing Errors. In the event that the successor Servicer becomes aware of Errors or Continuing Errors, it shall notify the Noteholders and the Agents and with the consent of the Required Noteholders, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and to prevent future Continuing Errors. The successor Servicer shall be entitled to recover its costs expended under this paragraph (d) in accordance with Section 5.5 of this Agreement.

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 and to the Rating Agency.

SECTION 8.5 Waiver of Past Defaults. The Required Noteholders, 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 the Sellers 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 the related 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), plus the appraised value of any other property held by the Trust, such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trust Collateral Agent, and shall succeed to all interests in and to the Trust.

(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.

- 45 -

(c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent, the Administrative Agent and the Rating Agency 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 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.

- 46 -

(ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to an Owner (as defined in the Trust Agreement) as contemplated by this Agreement. Any such notice shall be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer set forth in Section 5.1(a) and (b) of the Trust Agreement with respect to, among other things, accounting and reports to Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s necessary to enable the Certificateholder to prepare its federal and state income tax returns.

(iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents.

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

(c) Tax Matters. The Servicer shall prepare and file, on behalf of each Seller, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Issuer as are necessary for preparation of tax reports, including without limitation forms 1099. All tax returns will be signed by the applicable Seller.

(d) Non-Ministerial Matters. With respect to matters that in the reasonable judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

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

(B) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables);

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

- 47 -

(D) the appointment of successor Note Registrars, successor Paying Agents and successor Trustees pursuant to the Indenture or the appointment of successor Servicers or the consent to the assignment by the Note Registrar, Paying Agent or Trustee of its obligations under the Indenture; and

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

(e) Exceptions. Notwithstanding anything to the contrary in this Agreement, except as expressly provided herein or in the other Basic Documents, the Servicer, in its capacity hereunder, shall not be obligated to, and shall not, (1) make any payments to the Noteholders or Certificateholders under the Basic Documents, (2) sell the Trust Estate pursuant to Section 5.4 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) and with the prior written consent of the Required Noteholders, for the purpose of adding any provisions to, or changing, correcting, supplementing or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or (b) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes affected thereby.

Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Rating Agency.

- 48 -

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 Owner Trustee and 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)(1) has been delivered. The Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

SECTION 11.2 Protection of Title to Trust. (a) Each Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the related Receivables and in the proceeds thereof. Each Seller 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.

(b) Neither Seller nor the Servicer shall change its name, identity, jurisdiction of formation 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 thirty (30) 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 applicable 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 sixty (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.

- 49 -

(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 a 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 (5) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Trust.

(h) The Servicer shall deliver to the Agents, the Administrative Agent, the Owner Trustee and the Trustee:

(1) promptly after the execution and delivery of this Agreement, an Opinion of Counsel in substantially the form of Exhibit E 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 ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the Closing Date, an Opinion of Counsel, dated as of a date during such ninety (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.

- 50 -

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 a Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agency under this Agreement shall be in writing, personally delivered, delivered by overnight courier 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. XI, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, (b) in the case of AmeriCredit or the Servicer to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, Wilmington Trust Company, Rodney Square North, 110 North Market Street, Wilmington, Delaware, 19890, Attention: Corporate Trust Administration, (d) in the case of the Trustee or the Trust Collateral Agent, at the Corporate Trust Office; (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center at 250 Greenwich Street, New York, New York 10007; and (f) in the case of the Administrative Agent, to Deutsche Bank AG, New York Branch, 60 Wall Street, 3^rd Floor, New York, New York 10005, Attention: Mary Connors. Any notice required or permitted to be mailed to a Noteholder shall be delivered by overnight courier or given by first class mail, postage prepaid, at the address of such Holder as shown in the Note Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Noteholder shall receive such notice.

SECTION 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 a Seller or the Servicer without the prior written consent of the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee and the Required Noteholders.

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.

- 51 -

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. 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 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. 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.

(a) 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.

- 52 -

(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.

53

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 SYNDICATED WAREHOUSE TRUST
By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:
	Name: Title:
AMERICREDIT FUNDING CORP. XI, as a Seller
By:
	Name: Title:
AMERICREDIT FINANCIAL SERVICES, INC., as a Seller and as Servicer,
By:
	Name: Title:

Signature Page to 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:
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
By:
	Name: Title:
By:
	Name: Title:

Signature Page to Sale and Servicing Agreement

SCHEDULE A

SCHEDULE OF RECEIVABLES

SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE SERVICER

1. Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit, (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (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 or the Servicer’s electronic records relating thereto.

2. Fraud or Misrepresentation. Each Receivable was originated (i) by AmeriCredit, (ii) by a Dealer and was sold by the Dealer to AmeriCredit, or (iii) by 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.

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 related Seller to the Trust in accordance with the terms of the Sale and Servicing Agreement and have been pledged to the Trust Collateral Agent in accordance with the terms of the Indenture.

10. Computer Tape. The Computer Tape made available by the related Seller 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), WAC (%), vehicle identification number, AmeriCredit Score, 1st payment date (date), next payment date (date), last scheduled payment date (date), payment amount ($).

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.

- 2 -

13. One Original. There is no more than one (1) 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), (b) the original executed credit application, or a paper or electronic copy thereof and (c) 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 relating thereto.

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. Such 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

- 3 -

in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer, 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 related Seller, 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 such Seller. Immediately after the sale, transfer and assignment thereof by such 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. The related Seller has not done anything to convey any right to any Person that would result in such Person having a right to payments due under any 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, the related Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The related Seller has not authorized the filing of, nor is such 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. The related Seller is not aware of any judgment or tax lien filings against it.

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

- 4 -

23. No Default. There has been no default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), and no condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing. No Receivable has been charged-off by the Servicer in accordance with its standard policies nor has the Servicer otherwise determined in good faith that payments thereunder are not likely to be resumed. 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. No Financed Vehicle is insured under a policy of Force-Placed Insurance.

25. Past Due. No Receivable is a Borrowing Base 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 a remaining maturity, as of the related Cutoff Date, of not more than 72 months; (B) each Receivable had an original maturity of at least 6 months but not more than 72 months; (C) each Receivable had a remaining Principal Balance as of the related Cutoff Date of at least $1,000 and not more than $85,000; (D) each Receivable has an Annual Percentage Rate of at least 7.75% and not more than 33%, provided that Receivables with an Aggregate Principal Balance of up to 5% of the Aggregate Principal Balance of all Eligible Receivables may have an Annual Percentage Rate of less than 7.75%; 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 Receivable to cease to be a Borrowing Base Delinquent Receivable.

28. No Corporate Obligor. No Obligor is a corporation, partnership or limited liability company.

29. Extensions. No Receivable has had its payments extended beyond the date 85 months after the date on which such Receivable was originated.

30. Rewrite of Loan Number. No Receivable has been rewritten to a new loan number in connection with a refinancing of the related Financed Vehicle.

- 5 -

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

32. Perfection of Security Interests. Each of AmeriCredit and the related 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.

33. 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.

34. Servicing. The Servicer has substantially complied with the Servicing Policies and Procedures set forth in Schedule C with respect to the Receivables, as such policies and procedures may be updated from time to time.

35. Perfection Representations. The representations and warranties set forth on Annex B to the Indenture are true and correct in all material respects.

- 6 -

SCHEDULE C

SERVICING POLICIES AND PROCEDURES

Note: Applicable Time Periods Will Vary by State

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

The Collection Process

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

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

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

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

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

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

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

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

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

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

Repossessions

A. If repossession of the collateral occurs, the following steps are taken:

B. Proper authorities are notified (if applicable).

C. An inventory of all personal property is taken and a condition report is prepared on the vehicle.

D. Written notification, as required by state law, is sent to the customer(s) stating their rights of redemption or reinstatement along with information on how to obtain any personal property that was in the vehicle at the time of repossession.

E. Written request to the originating dealer for all refunds due for dealer adds is made.

F. Collateral disposition through public or private sale, (dictated by state law), in a commercially reasonable manner, through a third-party auto auction.

G. After the collateral is liquidated, the debtor(s) is notified in writing of the deficiency balance owed, if any.

Use of Due Date Changes

Due dates may be changed subject to the following conditions:

A. The account is contractually current or will be brought current with the due date change.

B. Due date changes cannot exceed the total of 30 days over the life of the contract.

C. The first installment payment has been paid in full.

D. Only one due date change in a twelve month period.

Any exceptions to the above stated policy must be approved by the appropriate level of authority.

Use of Payment Deferments

A payment deferral is offered to customers who have the desire and capacity to make future payments but who have encountered temporary financial difficulties.

A. A minimum of six (6) payments have been made on the account and a minimum of six (6) payments have been made since the most recent deferment (if any).

B. The account will be brought current with the deferment.

C. A deferment fee is collected on all transactions.

D. No more than eight (8) total payments may be deferred over the life of the loan.

- 2 -

Any exceptions to the above stated policy must be approved by the appropriate level of authority.

Charge-Offs

It is AmeriCredit’s policy that any account that is not successfully recovered by 120 days delinquent is submitted to an Officer for approval and charge-off.

It is AmeriCredit’s policy to carry all Chapter 13 bankruptcy accounts until 120 days delinquent. A partial charge-off is taken for the unsecured portion of the account. On fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be deferred current at the time of discharge.

Deficiency Collections

Collections on charged-off accounts are continued internally and/or assigned to third party collection agencies for deficiency balances.

- 3 -

SCHEDULE D

LIST OF CUSTODIAN BANKS

EXHIBIT A

FORM OF SERVICER’S CERTIFICATE

EXHIBIT B

FORM OF SUPPLEMENT

EXHIBIT C

FORM OF LOCKBOX ACCOUNT AGREEMENT

EXHIBIT D

FORM OF CUSTODIAN AGREEMENT

EXHIBIT E

FORM OF OPINION OF COUNSEL REGARDING AMENDMENT

EXHIBIT F

FORM OF AGREED UPON PROCEDURES LETTER

ANNEX A

DEFINED TERMS

EX-99.2

Exhibit 99.2

EXECUTION COPY

INDENTURE

Dated as of February 26, 2010

among

AMERICREDIT SYNDICATED WAREHOUSE TRUST,

as Issuer,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Trust Collateral Agent

and

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

Floating Rate Asset Backed Notes

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		3
SECTION 2.1.	Form	3
SECTION 2.2.	Execution, Authentication and Delivery	3
SECTION 2.3.	[Reserved]	4
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
ARTICLE III. COVENANTS		9
SECTION 3.1.	Payment of Principal and Interest	9
SECTION 3.2.	Maintenance of Office or Agency	9
SECTION 3.3.	Money for Payments to be Held in Trust	9
SECTION 3.4.	Existence	11
SECTION 3.5.	Protection of Trust Estate	11
SECTION 3.6.	Opinions as to Trust Estate	11
SECTION 3.7.	Performance of Obligations; Servicing of Receivables	12
SECTION 3.8.	Negative Covenants	13
SECTION 3.9.	Annual Statement as to Compliance	13
SECTION 3.10.	Issuer May Consolidate, Etc. Only on Certain Terms	14
SECTION 3.11.	Successor or Transferee	16
SECTION 3.12.	No Other Business	16
SECTION 3.13.	No Borrowing	16
SECTION 3.14.	Servicer’s Obligations	16
SECTION 3.15.	Guarantees, Loans, Advances and Other Liabilities	17
SECTION 3.16.	Capital Expenditures	17
SECTION 3.17.	Compliance with Laws	17
SECTION 3.18.	Restricted Payments	17
SECTION 3.19.	Notice of Events of Default	17
SECTION 3.20.	Further Instruments and Acts	17
SECTION 3.21.	Amendments of Sale and Servicing Agreement and Trust Agreement	17
SECTION 3.22.	Income Tax Characterization	18
SECTION 3.23.	Interest Rate Hedges	18

SECTION 3.24.	Tangible Net Worth	18
SECTION 3.25.	Change in Name or Jurisdiction of Organization	18
SECTION 3.26.	Limitation on Transactions with Affiliates	18
SECTION 3.27.	Limitation on Investments	18
SECTION 3.28.	Borrowing Base Confirmation	18
ARTICLE IV. SATISFACTION AND DISCHARGE		19
SECTION 4.1.	Satisfaction and Discharge of Indenture	19
SECTION 4.2.	Application of Trust Money	20
SECTION 4.3.	Repayment of Moneys Held by Note Paying Agent	20
ARTICLE V. REMEDIES		20
SECTION 5.1.	Events of Default	20
SECTION 5.2.	Rights Upon Event of Default	24
SECTION 5.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	25
SECTION 5.4.	Remedies	27
SECTION 5.5.	Optional Preservation of the Receivables	27
SECTION 5.6.	Priorities	28
SECTION 5.7.	[Intentionally Omitted]	28
SECTION 5.8.	Unconditional Rights of Noteholders To Receive Principal and Interest	28
SECTION 5.9.	Restoration of Rights and Remedies	28
SECTION 5.10.	Rights and Remedies Cumulative	28
SECTION 5.11.	Delay or Omission Not a Waiver	28
SECTION 5.12.	Control by Noteholders	29
SECTION 5.13.	Waiver of Past Defaults	29
SECTION 5.14.	[Intentionally Omitted]	29
SECTION 5.15.	Waiver of Stay or Extension Laws	29
SECTION 5.16.	Action on Notes	30
SECTION 5.17.	Performance and Enforcement of Certain Obligations	30
ARTICLE VI. THE TRUSTEE AND THE TRUST COLLATERAL AGENT		30
SECTION 6.1.	Duties of Trustee	30
SECTION 6.2.	Rights of Trustee	32
SECTION 6.3.	Individual Rights of Trustee	33
SECTION 6.4.	Trustee’s Disclaimer	33
SECTION 6.5.	Conflicting Instructions	33
SECTION 6.6.	[Reserved]	33
SECTION 6.7.	Compensation and Indemnity	34
SECTION 6.8.	Replacement of Trustee	34
SECTION 6.9.	Successor Trustee by Merger	36
SECTION 6.10.	Appointment of Co-Trustee or Separate Trustee	36
SECTION 6.11.	Eligibility; Disqualification	37
SECTION 6.12.	Appointment and Powers	37

ii

SECTION 6.13.	Performance of Duties	38
SECTION 6.14.	Limitation on Liability	38
SECTION 6.15.	Reliance Upon Documents	39
SECTION 6.16.	Successor Trust Collateral Agent	39
SECTION 6.17.	[Reserved]	40
SECTION 6.18.	Representations and Warranties of the Trust Collateral Agent and the Issuer	40
SECTION 6.19.	Waiver of Setoffs	41
SECTION 6.20.	Control by the Trustee	41
ARTICLE VII. NOTEHOLDERS’ LISTS AND REPORTS		41
SECTION 7.1.	Issuer To Furnish To Trustee Names and Addresses of Noteholders	41
SECTION 7.2.	Preservation of Information	41
ARTICLE VIII. ACCOUNTS, DISBURSEMENTS AND RELEASES		41
SECTION 8.1.	Collection of Money	41
SECTION 8.2.	Release of Trust Estate	42
SECTION 8.3.	Opinion of Counsel	42
ARTICLE IX. SUPPLEMENTAL INDENTURES		42
SECTION 9.1.	Supplemental Indentures Without Consent of Noteholders	42
SECTION 9.2.	Supplemental Indentures with Consent of Noteholders	43
SECTION 9.3.	Execution of Supplemental Indentures	45
SECTION 9.4.	Effect of Supplemental Indenture	45
SECTION 9.5.	Reference in Notes to Supplemental Indentures	45
ARTICLE X. REDEMPTION OF NOTES		45
SECTION 10.1.	Redemption	45
SECTION 10.2.	Form of Redemption Notice	46
SECTION 10.3.	Notes Payable on Redemption Date	47
SECTION 10.4.	Limited Amortization	47
ARTICLE XI. THE ADMINISTRATIVE AGENT		47
SECTION 11.1.	Appointment	47
SECTION 11.2.	Delegation of Duties	47
SECTION 11.3.	Exculpatory Provisions	47
SECTION 11.4.	Reliance by Administrative Agent	48
SECTION 11.5.	Notices	48
SECTION 11.6.	Non-Reliance on Administrative Agent and Other Noteholders	48

iii

SECTION 11.7.	Indemnification	49
SECTION 11.8.	Administrative Agent in its Individual Capacity	49
SECTION 11.9.	Successor Administrative Agent	50
SECTION 11.10.	Reports by Trustee to Holders	50
ARTICLE XII. MISCELLANEOUS		50
SECTION 12.1.	Compliance Certificates and Opinions, etc.	50
SECTION 12.2.	Form of Documents Delivered to Trustee	51
SECTION 12.3.	Acts of Noteholders	52
SECTION 12.4.	Notices, etc., to Trustee, Issuer, Administrative Agent and Rating Agency	53
SECTION 12.5.	Notices to Noteholders; Waiver	53
SECTION 12.6.	Borrowings	54
SECTION 12.7.	Additional Commitments; Reallocation of Certain Commitments	54
SECTION 12.8.	Effect of Headings and Table of Contents	54
SECTION 12.9.	Successors and Assigns	55
SECTION 12.10.	Separability	55
SECTION 12.11.	Legal Holidays	55
SECTION 12.12.	GOVERNING LAW	55
SECTION 12.13.	Counterparts	55
SECTION 12.14.	Recording of Indenture	55
SECTION 12.15.	Trust Obligation	55
SECTION 12.16.	No Petition	56
SECTION 12.17.	Inspection	56

iv

EXHIBITS

EXHIBIT A	Form of Note
EXHIBIT B	Form of Interest Rate Hedge Assignment Acknowledgement
EXHIBIT C	Form of Transfer Request
EXHIBIT D	Form of Borrowing Base Confirmation

SCHEDULES

SCHEDULE 1 Approved Trustees

ANNEXES

ANNEX A	Defined Terms
ANNEX B	Issuer Representations

v

INDENTURE dated as of February 26, 2010, among AMERICREDIT SYNDICATED WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”) and trust collateral agent (the “Trust Collateral Agent”), and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (the “Administrative Agent”).

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 Floating Rate Asset Backed 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 of the following items owned by the Issuer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located: all chattel paper, accounts, goods, investment property, letters of credit, letter-of-credit rights, leases, instruments, installment sales contracts, installment payment contracts, general intangibles, payment intangibles, promissory notes, and “supporting obligations” (as defined in the UCC)

relating thereto; 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.

Each of the Issuer and the Trust Collateral Agent represents and warrants as to itself that each remittance of Collections and other property by the Issuer to the Trust Collateral Agent hereunder shall have been (i) in payment of a debt incurred by the Issuer in the ordinary course of business or financial affairs of the Issuer and the Trust Collateral Agent and (ii) made in the ordinary course of business or financial affairs of the Issuer and the Trust Collateral Agent.

The Issuer hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Granting Clause. The Issuer authorizes the Trustee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Trust Estate without the signature of the Issuer.

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;

2

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

The 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 Exhibit A hereto are part of the terms of this Indenture.

The 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 Notes, each for original issue in an aggregate principal amount set forth in such Issuer Order. The 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 which may be issued in a denomination other than an integral multiple of $1,000,000).

3

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. [Reserved]

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

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.

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, and in a like aggregate principal amount.

At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations 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, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

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

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form attached to Exhibit A 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.

4

Notwithstanding the foregoing, in the case of any sale or other transfer of a Note, the prospective transferee of such Note shall be required to deliver the forms, if any, required by Section 2.5(c) of the related Note Purchase Agreement and shall be required to represent and warrant in writing that the prospective transferee either (a) 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, or (iii) an entity whose underlying assets are deemed to be assets of a plan described in (i) or (ii) above by reason of such plan’s investment in the entity (any such entity described in clauses (i) through (iii), a “Benefit Plan Entity”) or (b) is a Benefit Plan Entity and the acquisition and holding of the Note by such prospective transferee is covered by a Department of Labor Prohibited Transaction Class Exemption.

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.

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).

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 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.

5

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 Note, 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 wire transfer in immediately available funds to the account designated by such Noteholder.

(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 form of the Note set forth in Exhibit A. Notwithstanding the foregoing, the entire unpaid principal amount of each Note shall be due and payable, if not previously paid or declared to be due and payable in the manner provided in Section 5.2 hereof, on its respective Expected Maturity Date. All principal payments on a Note shall be made to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer in immediately available funds to the account designated by such Noteholder. 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.

6

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.

(b) Take-Out Securitization; Other Repurchases. For purposes of selling and transferring Receivables to AmeriCredit, AFC 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) immediately after giving effect to any requested release, there exists no Borrowing Base Deficiency, (ii) unless the Aggregate Note 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, (iv) in selecting Receivables for release, the Issuer shall not use any adverse selection procedures with respect to the Receivables released and (v) immediately after giving effect to any requested release, the Net Spread is not less than 7.0% on remaining Eligible Receivables, if any. 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 a Seller which is required or permitted under the Sale and Servicing Agreement. Each Receivable released pursuant to either of the two preceding sentences shall be purchased for an amount equal to the Purchase Price with respect thereto (or such other 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 a 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

7

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 Trust Collateral 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.

(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 Deficiency).

(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 to the Servicer, in connection with the purchase of a Receivable by the Servicer or by such 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, but

8

in an amount not in excess of the Purchase Price with respect thereto, 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.

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

SECTION 3.3. Money for Payments to be Held in Trust. On or before each Distribution Date 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 or the Trust Collateral Agent 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 or the Trust Collateral Agent 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;

9

(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, the Trust Collateral Agent 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, the Trust Collateral Agent or such Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Trustee, the Trust Collateral Agent 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).

10

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.

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 rendered by external counsel to the Issuer to the effect that, in the opinion of such counsel, the execution and delivery of the Indenture will create a valid first priority perfected security interest, for the benefit of the Trust Collateral Agent on behalf of the Noteholders, in all of the Issuer’s right, title and interest in the Collateral and all such other action has been taken with

11

respect to the recording and filing of this Indenture, any indentures supplemental thereto, 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 of this Indenture in the Collateral and reciting the details of such action.

(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 rendered by external counsel to the Issuer 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 Required Noteholders 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.

(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 Required Noteholders.

12

(d) If a responsible officer of the Owner Trustee shall have actual knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee, the Administrative Agent and the Rating Agency 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 a Seller of their respective duties under the Basic Documents without the prior consent of the Required Noteholders.

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 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 and the Required Noteholders.

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, 2010), 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

13

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

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

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

(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any state and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

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

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

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee, the Agents and the Administrative Agent) to the effect that such transaction will not have any material adverse tax consequence to the Trust, the Administrative Agent, the Agents, any Noteholder or the Certificateholder;

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

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

(vii) the Issuer shall have given the Agents written notice of such conveyance or transfer at least 20 Business Days prior to the consummation of such action;

14

(viii) if necessary, each Agent shall have completed to its satisfaction, the due diligence and “know your customer” procedures required to be performed by it pursuant to applicable law and its internal policies; and

(ix) the Issuer or the Person (if other than the Issuer) formed by or surviving such conveyance or transfer has a net worth, immediately after such conveyance or transfer, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

(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, unless

(i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any state, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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

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

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee, the Agents and the Administrative Agent) to the effect that such transaction will not have any material adverse tax consequence to the Trust, the Administrative Agent, the Agents, any Noteholder or the Certificateholder;

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

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

15

(vii) the Issuer shall have given the Agents written notice of such conveyance or transfer at least 20 Business Days prior to the consummation of such action;

(viii) if necessary, each Agent shall have completed to its satisfaction, the due diligence and “know your customer” procedures required to be performed by it pursuant to applicable law and its internal policies; and

(ix) the acquiring Person has a net worth, immediately after such conveyance or transfer, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

(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 Syndicated 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 Syndicated Warehouse Trust is to be so released.

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

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 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 Sections 4.9, 4.10 and 4.11 of the Sale and Servicing Agreement.

16

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

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

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

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

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, the Agents and the Rating Agency 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 the 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.

17

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 an Eligible Hedge Counterparty, (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, (c) with a final maturity date which is the date of the last required Scheduled Receivable Payment, (d) with respect to which the Trust Collateral Agent has received an Interest Rate Hedge Assignment Acknowledgment, (e) which is in form and substance reasonably acceptable to the Rating Agency and (f) a copy of which has been delivered to the Administrative Agent.

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. Borrowing Base Confirmation. The Issuer shall deliver, or cause the Servicer to deliver, a Borrowing Base Confirmation to the Trustee, the Agents and the Administrative Agent, (a) in connection with each Borrowing pursuant to Section 12.6, (b) on each monthly date a Servicer’s Certificate is to be delivered, (c) on each Interim Distribution Date or other date Receivables are released from the lien hereof pursuant to Section 2.9 and (d) on any date it wishes to demonstrate that a Borrowing Base Deficiency has been cured.

18

ARTICLE IV.

Satisfaction and Discharge

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

(A) either

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

19

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 the Administrative Agent or 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 the Administrative Agent or 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 the Administrative Agent or such Note Paying Agent shall be released from all further liability with respect to such moneys.

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 Monthly Interest and Fees 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) a case or other proceeding shall be commenced, without the application or consent of AmeriCredit, by a Seller or the Issuer in any court seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of AmeriCredit, such Seller or the Issuer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for AmeriCredit, such Seller or the Issuer or all or substantially all of its assets or any part of the Trust Estate, or any similar action with respect to AmeriCredit, a Seller or the Issuer under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and (A) such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days or (B) an order for relief in respect of AmeriCredit, such Seller or the Issuer or any part of the Trust Estate shall be entered in such case or proceeding or a decree or order granting such other requested relief shall be entered; or

20

(iv) AmeriCredit, a Seller or the Issuer shall fail generally to pay its debts as they come due, or shall make a general assignment for the benefit of creditors; or any case or other proceeding shall be instituted by AmeriCredit, a Seller or the Issuer seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of it or its debts under the Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or seeking the entry of an order for relief or the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for AmeriCredit, such Seller or the Issuer or all or substantially all of its assets; or AmeriCredit, a Seller or the Issuer shall take any corporate or trust action to authorize any of such actions; or

(v) default in the observance or performance of any covenant or agreement of the Issuer, a Seller, the Servicer, AmeriCredit (in any capacity) or AFC (in any capacity) made in this Indenture or in 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, a 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 Base Confirmation) 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 Sections 4.13 and 7.3 of the Sale and Servicing Agreement (as to each of which no grace period shall apply), thirty (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 the Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of 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

(vi) a Borrowing Base Deficiency shall occur on any day and such condition continues unremedied for (x) if such Borrowing Base Deficiency is less than 5% of the Aggregate Note Principal Balance on the day such Borrowing Base Deficiency occurred, five (5) Business Days or (y) otherwise, two (2) Business Days; or

21

(vii) 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 thirty (30) days, or the Pension Benefit Guaranty Corporation 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 thirty (30) days; or

(viii) (a) any Basic Document or any Lien granted thereunder by the Issuer, a 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, a 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

(ix) a Servicer Termination Event shall have occurred; or

(x) the Issuer, a 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, $50,000) 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, such 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

(xi) 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

(xii) as of any Distribution Date, the amount in the Reserve Account is less than the Reserve Account Required Amount, and such deficiency is not cured on or prior to the immediately succeeding Distribution Date; or

(xiii) the Notes shall cease for any reason to have at least the Requisite Rating and the same shall continue unremedied for ten (10) Business Days; or

22

(xiv) a notice of termination with respect to a Lockbox Account Agreement shall have been delivered, or a termination of a Lockbox Account Agreement shall have otherwise occurred, and a replacement lock-box bank acceptable to the Required Noteholders shall not have executed a lock-box account agreement in form and substance satisfactory to the Required Noteholders within thirty (30) days of such notice; or

(xv) a notice of termination with respect to the Lockbox Processing Agreement shall have been delivered, or a termination of the Lockbox Processing Agreement shall have otherwise occurred, and a replacement lockbox processor acceptable to the Required Noteholders shall not have executed a lockbox processing agreement in form and substance acceptable to the Required Noteholders within fifty-nine (59) days of such notice or termination; or

(xvi) the Weighted Average AmeriCredit Score shall be less than 235 for any period of three consecutive Business Days; or

(xvii) the average of the Monthly Extension Rates, as set forth in the Servicer Certificates, for three consecutive Determination Dates shall exceed 5.0%; or

(xviii) (A) a Change of Control shall occur with respect to AmeriCredit Corp.; or (B) AFC shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit; or (C); AmeriCredit shall cease to be a direct or indirect wholly-owned subsidiary of AmeriCredit Corp.; or (D) AFC and AmeriCredit in the aggregate shall at any time own less than 100% of the Certificates issued pursuant to the Trust Agreement; or

(xix) the Tangible Net Worth of AmeriCredit Corp. shall be less than the sum of (a) $1,850,000,000 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, 2009, 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, 2009 (excluding any equity issued pursuant to equity incentive plans for employees and board members); or

(xx) AmeriCredit Corp. ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended; or

(xxi) 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

(xxii) the average of the ratios of AmeriCredit Corp.’s EBITDA to Interest Expense for the two most recently ended financial quarters shall be less than 1.05x; or

(xxiii) as of the last day of any month, the Liquidity of AmeriCredit Corp. and its subsidiaries, determined on a consolidated basis in accordance with GAAP, shall be less than the Required Liquidity Amount; or

23

(xxiv) default in the observance or performance of any covenant or agreement of the Issuer set forth in Section 3.23 hereof; or

(xxv) one or more final judgments for the payment of $25,000,000 or more rendered against AmeriCredit Corp. or any of its material subsidiaries (other than the Issuer) or one or more final judgments for the payment of $50,000 or more rendered against the Issuer, and such amount is not covered by insurance or indemnity or not discharged, paid or stayed within thirty days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished.

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 the 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 the 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.

(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 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, all 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 5.13.

24

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.

(c) If an Event of Default occurs and is continuing, the Trustee may in its discretion and shall, at the direction of the Required Noteholders (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), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the direction of the Required Noteholders, 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.

25

(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;

(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.

26

(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 Required Noteholders (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;

(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 the Required Noteholders consent thereto.

In determining such sufficiency or insufficiency with respect to clause (y), 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, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate.

27

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. [Intentionally Omitted].

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

SECTION 5.9. Restoration of Rights and Remedies. If the 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 5.10. 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 5.11. 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.

28

SECTION 5.12. Control by Noteholders. The Required Noteholders 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;

(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 the Required Noteholders consent thereto; and

(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 5.13. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.4, the Required Noteholders 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 Deficiency and (d) a Default or Event of Default under Section 5.1(viii)(c) or 5.1(xiii). (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 5.14. [Intentionally Omitted].

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

29

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

SECTION 5.17. Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Trustee to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Trustee may request to compel or secure the performance and observance by the Sellers and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Sellers or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Sellers, 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 Required Noteholders, shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against a Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by such Seller, or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

ARTICLE VI.

The Trustee and the Trust Collateral Agent

SECTION 6.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents to which 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

30

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

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

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

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

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

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

(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.

31

(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, (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 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, or (vi) to confirm the payment by the Administrative Agent to the Noteholders of funds paid to the Administrative Agent pursuant to Section 5.5 of 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.

32

(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 Required Noteholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

(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. [Reserved].

33

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 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 Required Noteholders 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;

34

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

(iv) the Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any 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 1 hereto. If the Issuer fails to appoint such a successor Trustee, the Required Noteholders 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 subject to satisfaction of the Rating Agency Condition. 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.

35

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. The Trustee shall provide the Rating Agency prior written notice of any such transaction.

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

SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust may at the time be located, the Trustee with the consent of the Required Noteholders 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;

36

(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 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-/Baa3, or an equivalent rating, or better by Standard & Poor’s and 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

37

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 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.

38

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.

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

39

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 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. [Reserved].

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.

40

(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.

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 Trustee will furnish or cause to be furnished to the Administrative Agent (or, if the Trustee is not the Note Registrar, the Issuer shall furnish to the Trustee and the Administrative Agent) at such times as the Trustee or the Administrative Agent may request in writing, within 30 days after receipt by the Issuer or the Trustee, as applicable, of any such request, a list of the names and addresses of the Holders as of a date not more than 10 days prior to the time such list is furnished.

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

41

the Sale and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2. Release of Trust Estate.

(a) Subject to the payment of its fees and expenses and other amounts pursuant to Section 6.7, 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 and with prior notice to the Rating Agency by the Issuer, as evidenced to the Trustee, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to reduce the Advance Rate.

42

SECTION 9.2. Supplemental Indentures with Consent of Noteholders.

The Issuer and the Trustee, when authorized by an Issuer Order, may, with prior notice to the Rating Agency and with the consent of the Required Noteholders, 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, without the consent of the Holder of each Outstanding Note affected thereby:

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

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

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

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

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

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

(vii) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (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;

43

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

(ix) increase the Advance Rate or modify the definitions of Borrowing Base or Reserve Account Required Amount;

and provided, further, however, that no such supplemental indenture shall, without the consent of the Administrative Agent, amend Article XI.

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.

No such amendment, supplement, waiver or modification which would have a material, adverse effect on the Noteholders shall be effective unless the Rating Agency Condition shall have been satisfied; it being understood that amendments, supplements, waivers and modifications which do any of the following shall not require satisfaction of the Rating Agency Condition:

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

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

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

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

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

44

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

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.

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 a Seller 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 Trustee and the

45

Rating Agency 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, all 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 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.

46

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 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 Aggregate Note Principal Balance (the “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.

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, a 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

47

the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or any of the other Basic Documents or for any failure of AFC, a 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, the Sellers, 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.

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, the Sellers, 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 Collateral 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

48

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 Collateral. 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 Collateral 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, the Sellers, 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.

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, the Sellers, 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.

49

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 Required Noteholders 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.

SECTION 11.10. Reports by Trustee to Holders. The Trustee shall deliver to each Noteholder such information as may be reasonably required by the Code and applicable Treasury Regulations to enable such Holder to prepare its federal and State income tax returns.

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.

(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;

50

(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 may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

51

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.

(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.

52

SECTION 12.4. Notices, etc., to Trustee, Issuer, Administrative Agent and Rating Agency. 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 Syndicated Warehouse Trust, in care of Wilmington Trust Company, Rodney Square North, 110 North Market Street, Wilmington, Delaware 19890, or at any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.

(c) Notices required to be given to the Administrative Agent by the Issuer, the Trustee or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested at the following address: Deutsche Bank AG, New York Branch, 60 Wall Street, 3^rd Floor, New York, New York 10005, Attention: Mary Connors or at such other address as shall be designated by written notice to the other parties.

(d) Notices required to be given to the Rating Agency by the Issuer, the Trustee or the Owner Trustee shall be in writing, personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested at the following address: Moody’s Investors Service, Inc., 7 World Trade Center at 250 Greenwich St., New York, New York 10007 or at such other address as shall be designated by written notice to the other parties.

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.

53

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

SECTION 12.6. Borrowings. Subject to the conditions set forth below and provided that no Limited Amortization Amount is outstanding, on any Business Day prior to the termination of the Commitments, amounts may be borrowed or reborrowed by the Issuer under the Notes (a “Borrowing”). Notice of any Borrowing shall be given by the Issuer to the Trustee before 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing, and the Trustee shall give notice of any such Borrowing (including a copy of the related Borrowing Notice) to the related Agents before 2:00 p.m., New York City time, on the day it receives such notice from the Issuer. Borrowings shall be pro rata according to the unused Commitments. 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, (B) an Officer’s Certificate in substantially the form of Exhibit D hereto (a “Borrowing Base Confirmation”) certifying the calculation of the Borrowing Bases as of the latest practicable date, but in no event earlier than the Business Day prior to the Borrowing Date, such calculation to be in the form set forth in the form of Servicer’s Certificate attached to the Sale and Servicing Agreement and (C) 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 the 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)); provided, further, that Borrowing Dates shall occur no more frequently than twice every calendar week. The proceeds of each Borrowing shall be applied as the Issuer may direct.

SECTION 12.7. Additional Commitments; Reallocation of Certain Commitments. 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 Notes. 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 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 Principal Amount to the Trustee, for pro rata distribution to the other holders of the Notes, an amount such that, after giving effect to such distribution, the outstanding principal balance of each Note shall be proportionate to the related Commitment with respect to such Note.

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.

54

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).

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.

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) AFC, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of 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 V, VI and VII of the Trust Agreement.

55

SECTION 12.16. No Petition. The Trustee and the Trust Collateral Agent, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against 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]

56

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 SYNDICATED 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:

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Signature Page to Indenture

EXHIBIT A

Form of Note

EXHIBIT B

Form of Interest Rate Hedge Assignment Acknowledgement

EXHIBIT C

Form of Transfer Request

EXHIBIT D

Form of Borrowing Base Confirmation

SCHEDULE 1

Approved Trustees

The Bank of New York Mellon

U.S. Bank National Association

Wells Fargo Bank, National Association

Manufacturers and Traders Trust Company

Deutsche Bank Trust Company Americas

HSBC Bank, USA

(or acceptable to the Required Noteholders)

ANNEX A

DEFINED TERMS

ANNEX B

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Representations and Warranties Regarding the Receivables and other Collateral:

1. Security Interest in Financed Vehicle. This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and the other Collateral 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 Sellers. The Issuer owns and has good and marketable title to the Receivables and other Collateral, free and clear of any Lien (other than the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.

2. All Filings Made. The Issuer has taken all steps necessary to perfect the Trust Collateral Agent’s security interest in the Receivables and other Collateral, and caused, within ten days after 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 and other Collateral granted to the Trust Collateral Agent hereunder. The Issuer has caused or will have caused, within ten days of each Transfer Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables and the other Collateral, a security interest in which can be perfected by filing, granted to the Trust Collateral Agent for the benefit of the Noteholders hereunder. All financing statements filed or to be filed against the Issuer in favor of the Trust Collateral Agent for the benefit of the Noteholders in connection herewith contain or will contain a statement to the following effect: “Granting of security interest in or a purchase of any collateral described in this financing statement will violate the rights of the Trust Collateral Agent”.

3. No Impairment. The Issuer has not done anything to convey any right to any Person that would result in such Person having a right to payment due under the Receivables or otherwise to impair the rights of the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable, any other Collateral 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 or other Collateral 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 and other Collateral 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 continue to have good and indefeasible title to and will be the sole owner of such

Receivables and other Collateral, free of any Lien other than the Lien in favor of the Trust Collateral Agent. No Dealer or Third-Party Lender has a participation in, or other right to receive, proceeds of any Receivable. The Issuer has not taken any action to convey any right to any Person that would result in such Person having a right to payments received under the related Insurance Policies or the related Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or Third-Party Lender Assignments or to payments due under such Receivables.

6. Possession of Original Contracts; Control of Electronic Chattel Paper. The Servicer, as Custodian on behalf of the Issuer, has in its possession all original copies of the contracts that constitute or evidence the Receivables which are tangible chattel paper. All contracts that constitute or evidence the Receivables which are tangible chattel paper have been marked with a legend substantially to the following effect (as such legend may be updated from time to time): “All right, title, and interest in the forgoing finance contract has been assigned to a financial institution as a secured party or in its capacity as agent or collateral agent for secured parties in connection with a credit facility. Alternatively, the foregoing finance contract may have been assigned and pledged as collateral in connection with the issuance of asset-backed securities by a special purpose subsidiary or trust formed for that purpose. In such case, financing or registration statements will have been filed, setting out interests to which any purported transfer of the foregoing finance contract will be subject.”

Only one authoritative copy (within the meaning of the UCC) of each contract that constitutes or evidences a Receivable which is electronic chattel paper exists.

Each such authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of the Custodian on behalf 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), and (b) has been communicated to and is maintained by the Electronic Chattel Paper Sub-Custodian on behalf of the Custodian for the benefit of the Trust Collateral Agent. The Issuer has confirmed that the authoritative copy of each contract that constitutes or evidences a Receivable which is electronic chattel paper does not have any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent.

The Issuer has marked all copies of each contract that constitutes or evidences a Receivable which is electronic chattel paper other than the authoritative copy with a legend to the following effect: “View of Authoritative Copy.”

Each Receivable which is electronic chattel paper has 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 contract that constitutes or evidences the Receivable must be made with the participation of the Custodian on behalf of the Trust Collateral Agent and (b) all revisions of the authoritative copy of each contract that constitutes or evidences the Receivables must be readily identifiable as an authorized or unauthorized revision.

The Issuer has received a written acknowledgement from the Custodian that the Custodian is acting solely as agent of the Trust Collateral Agent with respect to the Receivables which are electronic chattel paper.

EX-99.3

Exhibit 99.3

EXECUTION COPY

NOTE PURCHASE AGREEMENT

Dated as of February 26, 2010

among

AMERICREDIT SYNDICATED WAREHOUSE TRUST,

as Issuer

AMERICREDIT FUNDING CORP. XI,

as a Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

as a Seller and as Servicer,

THE PURCHASERS PARTIES HERETO,

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee,

and

THE OTHER AGENTS PARTIES HERETO

Relating to

AmeriCredit Syndicated Warehouse Trust

Floating Rate Asset Backed Notes

Table of Contents

		Page
ARTICLE 1	DEFINITIONS	2
1.1	Definitions	2
1.2	Other Definitional Provisions	12
ARTICLE 2	AMOUNT AND TERMS OF COMMITMENTS	12
2.1	Purchases	12
2.2	Reductions and Extensions of Commitments	15
2.3	Interest, Fees, Expenses, Payments, Etc.	16
2.4	Requirements of Law	20
2.5	Taxes	23
2.6	Indemnification	26
2.7	Expenses, etc.	29
2.8	Effect of Event of Default	29
2.9	Defaulting Committed Purchaser	30
ARTICLE 3	CONDITIONS PRECEDENT	31
3.1	Conditions to Effectiveness	31
3.2	Condition to Purchases	33
ARTICLE 4	REPRESENTATIONS AND WARRANTIES	35
4.1	Representations and Warranties of AmeriCredit, AFC and the Issuer	35
ARTICLE 5	COVENANTS	38
5.1	Covenants	38
5.2	Appointment of New Independent Director	40
5.3	Certificate of Title Opinion	40
ARTICLE 6	MUTUAL COVENANTS REGARDING CONFIDENTIALITY	41
6.1	Covenants	41
6.2	Covenants of Purchasers	41
ARTICLE 7	THE AGENTS	42
7.1	Appointment	42
7.2	Delegation of Duties	43
7.3	Exculpatory Provisions	43
7.4	Reliance by Agents	43
7.5	Notices	44
7.6	Non-Reliance on Agents and Other Purchasers	44
7.7	Indemnification	44
7.8	Agents in their Individual Capacity	45
7.9	Successor Agents	45

ARTICLE 8	SECURITIES LAWS; TRANSFERS	46
8.1	Transfers of Notes	46
8.2	Tax Characterization	51
ARTICLE 9	MISCELLANEOUS	51
9.1	Amendments and Waivers	51
9.2	Notices	52
9.3	No Waiver; Cumulative Remedies	52
9.4	Successors and Assigns	52
9.5	[reserved]	53
9.6	Counterparts	53
9.7	Severability	53
9.8	Integration	53
9.9	Governing Law	53
9.10	Jurisdiction; Consent to Service of Process	53
9.11	Termination	54
9.12	No Proceedings	54
9.13	No Recourse	54
9.14	Survival of Representations and Warranties	55
9.15	Waiver of Jury Trial	55
9.16	Limitation of Liability of Owner Trustee	55
9.17	CP Conduit as Committed Purchaser	56

ii

SCHEDULES

Schedule I:	Purchaser Groups
Schedule II:	Commercial Paper Rates

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 Borrowing Notice

iii

NOTE PURCHASE AGREEMENT, dated as of February 26, 2010, by and among AMERICREDIT SYNDICATED WAREHOUSE TRUST, a Delaware statutory trust (the “Issuer”) AmeriCredit Funding Corp. XI, 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 (in such capacity, the “Servicer”) and in its capacity as a Seller (in such capacity, a “Seller”, and together with AFC in its capacity as a Seller, the “Sellers”), the 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”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and DEUTSCHE BANK AG, NEW YORK BRANCH, 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 February 26, 2010 (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 February 26, 2010 (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 Floating Rate Asset Backed Notes (the “Notes”);

WHEREAS, the Issuer proposes to establish a Reserve Account (the “Reserve Account”) and a Collateral Account (the “Collateral Account”) with the Trustee pursuant to the terms of the Indenture and the Sale and Servicing Agreement for the benefit of the holders of the Notes;

WHEREAS, the Purchasers are willing to purchase the Notes on the Effective Date (as hereinafter defined) and from time to time thereafter to advance Additional Principal Amounts (as defined in the Annex A to the Sale and Servicing Agreement) on the terms and conditions provided for herein;

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, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS

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 portion of the Aggregate Note 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 any CP Conduit, any Committed Purchaser, any Support Party or any Agent.

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

“Agreement” shall mean this 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 sum of (i) the Applicable LIBOR Spread and (ii) 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),

2

(b) any Fixed Period of less than seven (7) 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 an Agent determines later than 12:00 noon (New York City time) on the second Business Day preceding the first day of such Fixed Period that the related CP Conduits will not participate in the related Borrowing by issuing Commercial Paper Notes,

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 1.50% per annum.

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

“Average Aggregate Undrawn Amount” shall mean, with respect to any period, the sum of the Aggregate Undrawn Amounts for each of the days during such period, divided by the number of days in such period.

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

“Borrowing Notice” shall mean a notice, substantially in the form of Exhibit D, 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 Principal Amount.

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

“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 which are allocated by such CP Conduit as its funding for its purchasing or maintaining its Percentage Interest of the Aggregate Note Principal Balance hereunder.

3

“Commercial Paper Rate” shall mean, with respect to a CP Conduit, the rate identified on Schedule II hereto or identified as its “Commercial Paper Rate” in the Transfer Supplement or Joinder Supplement pursuant to which such CP Conduit or its Agent becomes a party to this Agreement.

“Commitment” shall mean, for any Committed Purchaser, the maximum amount of such Purchaser’s commitment to purchase a portion of the Aggregate Note 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 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 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 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, February 25, 2011, 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 Purchaser identified as a Committed Purchaser on Schedule I and the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which such Purchaser became a party hereto, and any Assignee of such Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such 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 Notes hereunder by borrowing from a specified financing conduit.

“CP Conduit” shall mean any 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 Purchaser, “CP Conduit” shall mean, collectively, such Conduit Borrower and such specified financing conduit.

“Defaulting Committed Purchaser” shall mean any Committed Purchaser (a) with respect to which an Insolvency Event has occurred, (b) which has failed to perform its funding obligations under Section 2.1 notwithstanding that all conditions to funding under Section 3.2 of this Agreement shall have been satisfied or waived in accordance with the terms thereof with respect to such

4

funding obligations, (c) which has notified the Issuer or the Administrative Agent in writing that it does not intend, or otherwise is unable, to comply with its funding obligations under Section 2.1, or (d) with respect to which there has been an order of a court or regulatory body having jurisdiction to the effect that such Committed Purchaser will not comply with such funding obligations in accordance with the terms hereof.

“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.

“Effective Date” has the meaning specified in subsection 3.1(a) 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.

“Facility Limit” shall mean, for any day, the lesser of the Borrowing Base on such day and the Total Commitment on such day.

“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 Notes is computed by reference to the Alternative Rate shall be a period of from one to and including twenty-nine (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;

5

(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 Expected Maturity Date would otherwise end on a date occurring after the Expected Maturity Date, such Fixed Period shall end on the Expected Maturity Date and the duration of each such Fixed Period that commences on or after the Expected 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.

“Independent Director” shall mean a member of the Board of Directors of AFC who (i) shall not have been at the time of such Person’s appointment or at any time during the preceding five (5) years, and shall not be as long as such Person is a director of AFC, (A) a director, officer, employee, partner, shareholder, member, manager or Affiliate of any of the following Persons (collectively, the “Independent Parties”): AmeriCredit Corp., the Servicer, the Issuer, or any of their respective subsidiaries or Affiliates (other than AFC), (B) a supplier to any of the Independent Parties, (C) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties, or (D) a member of the immediate family of any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of any of the Independent Parties; (ii) has prior experience as an independent director for a corporation or limited liability company whose charter documents

6

required the unanimous consent of all independent directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (iii) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

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

“Joinder Supplement” means an agreement among one or more 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 arithmetic mean, determined by the Trustee, of the offered rates for deposits in Dollars shown on Reuters Screen LIBO Page for a period equal to such Fixed Period, two (2) Business Days prior to the first day of such Fixed Period, if at least two such offered rates appear on the Reuters Screen LIBO Page; provided 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 Deutsche Bank AG in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two (2) 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.

7

“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.

“Maximum Purchase Amount” shall mean, for any Purchaser Group, the aggregate Commitments of the Committed Purchasers in such Purchaser Group.

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

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

“Non-Defaulting Committed Purchaser” means, at any time, a Committed Purchaser that is not a Defaulting Committed Purchaser.

“Nonextending 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.

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

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

“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 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 Aggregate Note Principal Balance owing to such Purchaser (or, if the Aggregate Note Principal Balance at such time is zero, 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 Note Principal Balance (or, if the Aggregate Note Principal Balance at such time is zero, the Total Commitment) at such time.

8

“Permitted Transferee” shall mean (i) each Purchaser, each Support Party, each Agent (in its individual capacity), the Administrative Agent (in its individual capacity) and, with respect to each transferring Purchaser, any commercial paper conduit (A) administered by the related Agent or (B) that has entered into a Support Facility with a Committed Purchaser or an Affiliate of a Committed Purchaser, (ii) each other Person who has been consented to by the Issuer (following at least ten (10) Business Days prior written notice) as a potential Transferee by AmeriCredit (which consent shall not be withheld, delayed or conditioned, except for a commercially reasonable purpose or reason) 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 Deutsche Bank AG, New York Branch, 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 Deutsche Bank AG, New York Branch. The Prime Rate is not necessarily intended to be the lowest rate of interest determined by Deutsche Bank AG or Deutsche Bank AG, New York Branch, in connection with extensions of credit.

“Purchase Date” shall mean each Borrowing Date.

“Purchase Termination Date” shall mean, for each Purchaser, the earliest to occur of (i) the Commitment Termination Date for such Purchaser or, with respect to 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.

“Purchaser Group” shall mean each group consisting of (i) one or more Committed Purchasers, (ii) an Agent and (iii) if applicable, one or more CP Conduits. The initial Purchaser Groups are set forth on Schedule I hereto.

“Purchaser Group Percentage” shall mean, at any time with respect to a Purchaser Group, the Maximum Purchase Amount of such Purchaser Group at such time as a percentage of the Total Commitment at such time.

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

“Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged

9

with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) the compliance, whether commenced prior to or after the date hereof, by any Support Party or Purchaser with the final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues”, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency.

“Related Documents” shall mean, collectively, this Agreement, the Supplemental Fee Letter, all effective Transfer Supplements and Joinder Supplements), the Indenture, the Sale and Servicing Agreement, the Notes, and all supplements, agreements and instruments related thereto.

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

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

“Required Note 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).

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

“Reuters Screen LIBO Page” shall mean the display page currently designated as page “LIBO” on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service or any service which is a successor thereto for the purpose of displaying comparable rates or prices).

“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 a Supplemental Fee Letter, dated as of the Closing Date, among the Issuer, AmeriCredit, the Administrative Agent and each Agent, as such letter agreement may be amended or otherwise modified from time to time.

10

“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 Aggregate Note 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 Notes).

“Support Party” shall mean any 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 Notes or by swap agreement) 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 Event” shall mean:

(a) the occurrence of any Event of Default or Servicer Termination Event (unless waived by the Required Note Owners and Required 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 thirty (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 Note Owners or Required 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 applicable Seller has accepted reassignment of such Receivable in accordance with the terms and conditions of the Sale and Servicing Agreement; or

(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 thirty (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 Note Owners or Required Purchasers.

11

“Total Commitment” shall mean, on any date of determination, the aggregate Commitments of the Committed Purchasers.

“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.

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

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

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

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

“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.

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”.

ARTICLE 2 AMOUNT AND TERMS OF COMMITMENTS

2.1 Purchases.

(a) On and subject to the terms and conditions of this Agreement, on the Effective Date the Issuer will deliver to each Agent, on behalf of the Purchasers in the related Purchaser Group, a Note dated as of the Closing Date, registered in the name of such Agent having a face amount equal to the Maximum Purchase Amount of the related Purchaser Group and duly authenticated by the Trustee in accordance with the terms of the Indenture.

12

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

(c) Each purchase of any Additional 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 Trustee and the Agent received no later than 11:00 a.m., New York City time, at least one Business Day prior to such Borrowing Date. Each Borrowing Notice shall (i) identify the relevant Borrowing Date, (ii) set forth the Additional Principal Amount which is requested from the Purchasers on such Borrowing Date and the desired duration of the Fixed Period for such Additional Principal Amount, (iii) specify an account in the United States to which payment for the purchase price of such Additional Principal Amount is to be made, and (iv) certify that the applicable conditions to the purchase of such Additional Principal Amount contained in Section 3.2 hereto have been satisfied. Each Borrowing Notice shall be irrevocable and shall specify an Additional Principal Amount which in the aggregate equal at least $20,000,000 and in an integral multiple of $1,000,000. The Issuer may not deliver more than two Borrowing Notices hereunder in any calendar week.

(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(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 the related Committed Purchasers on or prior to 11:00 a.m., New York City time, on the applicable Purchase Date if the CP Conduits in the related Purchaser Group have elected not to purchase the entire Purchaser Group Percentage of the Additional Principal Amount, which notice shall specify (i) the identity of such CP Conduits, (ii) the portion of the Additional Principal Amount, which such CP Conduits have elected not 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 3 hereof, each Committed Purchaser in the related Purchase Group shall purchase on the applicable Purchase Date its Liquidity Percentage of the portion of the Additional Principal Amount which the related CP Conduits have elected not to purchase for a purchase price equal to its Liquidity Percentage of the Additional Principal Amount so requested.

(e) The purchase price payable by each Purchaser pursuant to subsection 2.1(a) shall be made available to the Agent for the related Purchaser Group, subject to the fulfillment of the applicable conditions set forth in Article 3. Each Purchaser’s purchase price payable pursuant to subsection 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 3 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

13

in subsection 9.2(b) of this Agreement. Such Agent shall promptly notify the Servicer in the event that any 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 3 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 Effective Date, specified in writing by the Issuer to such Agent not later than the Business Day prior to the Effective Date.

(f) In the event that notwithstanding the fulfillment of the applicable conditions set forth in Article 3 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 in the related Purchaser Group 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 Committed Purchaser in the related Purchaser Group shall purchase 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 any portion of an Additional Principal Amount if, after giving effect to such purchase, its Percentage Interest of the Aggregate Note Principal Balance would exceed its Adjusted Commitment. In no event may any Additional Principal Amount be offered for purchase hereunder or under Section 12.6 of the Indenture, nor shall any Purchaser be obligated to purchase any Additional Principal Amount, to the extent that, after giving effect to the purchase of such Additional Principal Amount, the Aggregate Note Principal Balance would exceed the Facility Limit.

14

2.2 Reductions and Extensions of Commitments.

(a) At any time the Issuer may, upon at least two (2) Business Days’ prior written notice to the Agents and the Trustee, reduce the Total Commitment. Each partial reduction shall be in an aggregate amount of $10,000,000 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 Purchaser Group, pro rata based on the Purchaser Group Percentages of each Purchaser Group, and (y) to the aggregate Commitments of Committed Purchasers of each Purchaser Group 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, by 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 the related Purchaser Group and may allocate a non-pro rata portion of any such reduction to the Commitment of any Committed Purchaser for such Purchaser Group which is a Downgraded Purchaser.

(b) On the Purchase Termination Date for a Committed Purchaser, the Commitment of such 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 Committed 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 Committed Purchaser in its sole and absolute discretion. Upon receipt of any such request, the Administrative Agent shall promptly notify each Agent thereof, which shall notify each Committed Purchaser in its Purchaser Group thereof. Not more than sixty (60) days following the date of a request for an extension (such sixty (60) day) period, the “Election Period”), each 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 Committed Purchaser not later than the Business Day following the last day of the Election Period. Any Committed 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 Purchaser after the Commitment Termination Date then in effect (such occurrence, unless such Nonextending Purchaser is replaced pursuant to subsection 2.2(d) of this Agreement, 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 Committed 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 Committed 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 (2) Business Days following the end of an Election Period, the Agent for each Purchaser Group shall notify each other Committed 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. Any of such Agent, the Issuer or the related CP Conduits may (but shall not be required to) request one or more other Committed Purchasers in such Purchaser Group, with the consent of the Agent (which shall not be unreasonably withheld) and, the related CP Conduits in their discretion, or seek another financial institution reasonably

15

acceptable to such Agent and, the related CP Conduits in their discretion, to acquire all or a portion of the Commitment of the Dissenting Purchaser and all amounts payable to it hereunder and under the Basic Documents 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 Basic Documents 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 Aggregate Note Principal Balance, together with all accrued and unpaid interest thereon, and a ratable portion of all fees and other amounts due to it hereunder and under the Basic Documents.

(e) If the Issuer shall not request an extension of the Commitment Termination Date pursuant to subsection 2.2(c), then the Amortization Date shall be deemed to occur on the Commitment Termination Date then in effect.

2.3 Interest, Fees, Expenses, Payments, Etc.

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

(i) to the extent that a CP Conduit funds or maintains its Percentage Interest of the Aggregate Note Principal Balance by issuing Commercial Paper Notes, such CP Conduit’s Percentage Interest of the Aggregate Note 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;

(ii) to the extent that, and only for so long as, a CP Conduit funds or maintains its Percentage Interest of the Aggregate Note Principal Balance other than by issuing Commercial Paper Notes (based on its determination 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 Aggregate Note 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), such CP Conduit’s Percentage Interest of the Aggregate Note Principal Balance shall bear interest at a rate per annum equal to the Alternative Rate;

(iii) the Percentage Interest of the Aggregate Note Principal Balance held by a Committed Purchaser that is a member of a Purchaser Group of which no members are CP Conduits shall bear interest for each Interest Period at a rate per annum equal to the Adjusted Eurodollar Rate, or in the event that any of the circumstances described in clauses (a) through (c) of the definition of “Alternative Rate” has occurred, the Prime Rate in effect on each day during such Interest Period; or

16

(iv) the Percentage Interest of the Aggregate Note Principal Balance funded or maintained by a Committed Purchaser (other than a Committed Purchaser described in clause (iii) above) 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 E 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 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) Each Purchaser shall be entitled to be paid, as a part of Monthly Interest and Fees payable on each Distribution Date, a fee (the “Used Fee” and collectively, the “Used Fees”) in an amount equal to its Percentage Interest of the Average Aggregate Note Principal Balance for the immediately preceding Interest Period times a rate per annum equal to the Used Fee Rate applicable to it during such Interest Period. Each Committed Purchaser shall be entitled to be paid, as a part of Monthly Interest and Fees payable on each Distribution Date, a fee (the “Unused Fee” and collectively, the “Unused Fees”) in an amount equal to the average excess of (i) its Commitment during the immediately preceding Interest Period over (ii) the portion of the Aggregate Note Principal Balance funded or maintained by it during the immediately preceding Interest Period, times a rate per annum equal to the applicable Unused Fee Rate. In addition, the Issuer agrees to pay to the Administrative Agent, for the account of itself or the Agents and Purchasers, as the case may be, the amounts set forth in Section 3 of the Supplemental Fee Letter at the times specified therein.

(d) The principal of and Monthly Interest and Fees in respect of the Notes shall be paid as provided in the Sale and Servicing Agreement and the Indenture. In the case of Notes held by an Agent as agent for members of its Purchaser Group, such Agent shall allocate to the Note Owners in its Purchaser Group each payment in respect of the Notes received by such Agent in its capacity as Noteholder as provided herein. Payments in reduction of the portion of the Aggregate Note Principal Balance evidenced by a Note shall be allocated and applied to Note Owners of such Note pro rata based on their respective Percentage Interests of the Aggregate Note Principal Balance, or in any such case in such other proportions as each affected 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 the aggregate outstanding principal balance of the Notes held by or on behalf of the related Purchaser Groups is reduced to zero, payments in reduction of the portion of the Aggregate Note Principal Balance shall be allocated and applied to the Notes held by or on behalf of the Purchaser Groups with Nonextending Purchasers pro rata based on their respective shares of the Aggregate Note Principal Balance. Payments of interest in respect of the

17

portion of the Aggregate Note Principal Balance evidenced by a Note shall be allocated and applied to Note Owners of such 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 Used Fee shall be allocated and paid to Note Owners pro rata based upon their respective interest in the Aggregate Note Principal Balance for the applicable Interest Period. Payments of the Unused Fee shall be allocated and paid to the Agent for each Purchaser Group pro rata based on the aggregate Commitments of the Committed Purchasers in such Purchaser Group. Each Committed Purchaser in a Purchaser Group shall be entitled to receive the share of the Unused Fee allocated to such Purchaser Group as may be agreed upon from time to time between such Committed 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 a rate (the “Default Rate”) equal to the rate of interest otherwise applicable to the principal amount to which such overdue amount relates plus 1.50% 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 Monthly Interest and Fees, shall be payable as a part of 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 Supplemental 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. Used Fees, Unused 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 Trustee. Payments received by an Agent or the Trustee after 2:30 p.m., New York City time, shall be deemed to have been made on the next Business Day. The Trustee 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

18

prior to 12:00 noon, New York City time, and no later than 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 Issuer or the Servicer makes a payment to the Trustee or an Agent or Purchaser or (ii) the Trustee or an Agent or 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 Trustee or such Agent or Purchaser, as the case may be.

(h) Each CP Conduit shall notify the related 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 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 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 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 Aggregate Note Principal Balance of a CP Conduit then exceeds zero, the Agent for its Purchaser Group shall notify the Issuer, the Trustee and the Servicer before 4:00 p.m. on the date on which the Alternative Rate becomes applicable to the Percentage Interest of the Aggregate Note Principal Balance of such 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 Aggregate Note Principal Balance and the Adjusted Eurodollar Rate or the Prime Rate changes, the Trustee shall notify the Issuer, the Administrative Agent, each applicable Agent and the Servicer of the Alternative Rate and the Prime Rate, if then applicable to any portion of the Aggregate Note 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 Aggregate Note Principal Balance. Each Agent shall notify the Trustee and the Servicer on or before each Interest Rate Determination Date of (x) the interest payable to the Purchasers in its Purchaser Group for the Interest Period ending

19

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 portion of the Aggregate Note Principal Balance funded or maintained by the 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 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 Trustee or an Agent pursuant to any provision of this Agreement shall be conclusive and binding on the 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 Purchaser shall notify the Agent for its Purchaser Group, and each Agent shall notify the Servicer and the Trustee, of the amount of interest accrued and unpaid on the portion of the Aggregate Note Principal Balance held by such Purchaser or Purchaser Group, as the case may be, which is scheduled to be repaid on such Interim Distribution Date.

2.4 Requirements of Law.

(a) If any Regulatory Change (i) subjects any Purchaser or any Support Party to any charge or withholding on or with respect to any Support Facility or this Agreement or a Purchaser’s or Support Party’s obligations under a Support Facility or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Support Party of any amounts payable under any Support Facility or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Support Party or Excluded Taxes) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Support Party or a Purchaser, or credit extended by a Support Party or a Purchaser pursuant to a Support Facility or this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Support Party or a Purchaser of performing its obligations under a Support Facility or this Agreement, or to reduce the rate of return on a Support Party’s or Purchaser’s capital as a consequence of its obligations under a Support Facility or this Agreement, or to reduce the amount of any sum received or receivable by a Support Party or a Purchaser under a Support Facility or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon written request by such Purchaser to the Agent for its Purchaser Group of a written request therefore and the submission by such Agent to the Issuer and the Servicer of such written request, such

20

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 therefore pursuant to subsection 5.5(a) or subsection 5.5(b) of the Sale and Servicing Agreement, such amounts charged to such Support Party or Purchaser or such amounts to otherwise compensate such Support Party or such Purchaser for such increased cost or such reduction, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this Section 2.4(a), if such request is received by the Issuer and the Servicer no later than five (5) 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) If any Purchaser or any Support Party has or anticipates having any claim for compensation from the Issuer pursuant to clause (iii) of the definition of Regulatory Change appearing in Section 1.1, and such Purchaser or Support Party believes that having the facility publicly rated by two credit rating agencies would reduce the amount of such compensation by an amount deemed by such Purchaser or Support Party to be material, such Purchaser or Support Party shall provide written notice to the Issuer and the Servicer (a “Ratings Request”) that such Purchaser or Support Party intends to request public ratings of the facility from a second credit rating agency selected by such Purchaser or Support Party and reasonably acceptable to the Servicer (the “Additional Rating”). The Issuer and the Servicer agree that they shall cooperate with such Purchaser’s or Support Party’s efforts to obtain the Additional Rating within 60 days of such request, and shall provide the applicable credit rating agencies (either directly or through distribution to the Administrative Agent, Purchaser or Support Party), any information requested by such credit rating agencies for purposes of providing and monitoring the Additional Rating. The Purchaser or Support Party requesting the ratings shall pay the initial fees payable to the credit rating agencies for providing the ratings and the Servicer shall pay such ongoing fees payable to the credit rating agencies for their continued monitoring of the ratings. Nothing in this Section 2.4(b) shall preclude any Purchaser or Support Party from demanding compensation from the Issuer pursuant to Section 2.4(a) hereof at any time and without regard to whether the Additional Rating shall have been obtained, or shall require any Purchaser or Support Party to obtain any ratings on the facility prior to demanding any such compensation from the Issuer. Any Additional Rating obtained pursuant to this Section 2.4(b) is exclusively for purposes of Section 2.4 and shall not amend or modify any other term or provision of this Agreement or any other Basic Document.

(c) Each Purchaser agrees that it shall use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to subsections 2.4(a) of this Agreement, including but not limited to designating a different Investing Office for its 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) hereof and will not, in the reasonable opinion of such Purchaser, be unlawful or otherwise disadvantageous to such Purchaser or inconsistent with its policies or result in any unreimbursed cost or expense to such Purchaser or in an increase in the aggregate amount payable under subsections 2.4(a) hereof. If such claim is not eliminated by any such designation or no such designation is done and the relevant Purchaser does not waive payment of such amount, the Issuer shall have the right to procure a replacement purchaser group which is not so affected and which is reasonably acceptable to the Administrative Agent (a “Replacement Purchaser Group”) to replace the Purchaser Group of such Purchaser. No replacement of a Purchaser Group shall be

21

effected pursuant to this subsection 2.4(c) if, after giving effect thereto, any amounts shall be owing to the members of such Purchaser Group hereunder or under the Basic Documents. Each affected Purchaser Group hereby agrees to take, at the Issuer’s expense, all actions necessary to permit a Replacement Purchaser Group to succeed to its rights and obligations hereunder.

(d) Each Purchaser claiming increased amounts described in subsection 2.4(a) 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 Purchaser for any such increased amounts referred to in subsection 2.4(a) 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 Purchaser to demand compensation for any amount pursuant to subsection 2.4(a) hereof with respect to any period shall not constitute a waiver of such Purchaser’s right to demand compensation with respect to such period; provided, however, notwithstanding the foregoing provisions of this Section 2.4, a Purchaser shall not be compensated for any such amount relating to any period ending, and of which such Purchaser has had knowledge, more than six months prior to the date that such Purchaser notifies the Issuer and the Servicer in writing thereof or for any amounts resulting from a change by any Purchaser of its Investing Office (other than changes required by law or changes made pursuant to subsection 2.4(c)).

(e) Upon demand by an Agent, the Issuer shall pay to such Agent, for the benefit of the relevant Support Party, such amounts as such Support Party reasonably determines will compensate or reimburse such Support Party for any (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Support Party, (ii) reduction in the rate of return on such Support Party’s capital or reduction in the amount of any sum received or receivable by such Support Party or (iii) internal capital charge or other imputed cost determined by such Support Party to be allocable to the Issuer or the transactions contemplated in this Agreement, in each case resulting from or in connection with the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of the Purchaser or, if applicable, its CP Conduit, that are subject to this Agreement or any other Basic Document with all or any portion of the assets and liabilities of a Support Party. Amounts under this Section 2.4(e) may be paid, after submission by such 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 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, no later than the Distribution Date following receipt by the Issuer and the Servicer of such request for compensation under this Section 2.4(e), if such request is received by the Issuer and the Servicer no later than five (5) 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). A certificate prepared in good faith of the Support Party setting forth the basis and calculation of the amount or amounts necessary to compensate such Support pursuant to this Section 2.4(e) shall be delivered to the Issuer and the Servicer and shall be conclusive absent manifest error.

22

2.5 Taxes.

(a) All payments made to the Note Owners, the Participants, 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 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 Note Owners, Participant, Agent or the Administrative Agent (as the case may be) or the gross receipts or income of such Note Owners, 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 Note Owners, 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 Note Owners, Participant, Agent or the Administrative Agent, as applicable; and (iii) any Taxes imposed as a result of a change by any Note Owners 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 Note Owner or Agent or the Administrative Agent hereunder or under the Sale and Servicing Agreement or the Indenture, then after submission by any Note Owner to the Agent for its Note Owner Group (in the case of an amount payable to a Note Owner) 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 Note Owner or Agent or the Administrative Agent, as applicable, shall be increased, and such Note Owner (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 (xix) of subsection 5.5(a) or (xiv) of subsection 5.5(b) of the Sale and Servicing Agreement), the amount of such increase to the extent necessary to yield to such Note Owner 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 (5) 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 Note Owner 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

23

comply with subsection 2.5(c) hereof. Whenever any Taxes are payable on or with respect to amounts distributed to a Note Owner 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 Note Owner, 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, a Seller 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 Note Owner, or to such Agent or the Administrative Agent, as applicable, the required receipts or other required documentary evidence, such Note Owner (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 (xix) of subsection 5.5(a) or (xiv) 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 Note Owner 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 (5) 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 Note Owner claiming increased amounts under subsection 2.5(a) hereof for Taxes paid or payable by such Note Owner will furnish to the applicable Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Note Owner 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 Note Owner or Agent or the Administrative Agent shall be conclusive absent manifest error. Failure on the part of any Note Owner 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 Note Owner 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 Note Owner (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 (5) 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).

24

(c) Each Note Owner and each Participant holding an interest in 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 Note Owner 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 Note Owner or Participant is entitled to receive payments under this Agreement and with respect to the Notes without deduction or withholding of any United States federal income taxes, (ii) in the case of any other Note Owner 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 Note Owner or Participant holding an interest in 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 Note Owner 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 Note Owner certifies, represents and warrants as of the Effective 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 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 Note Owner 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 Note Owner, be unlawful or otherwise disadvantageous to such Note Owner or inconsistent with its policies or result in any unreimbursed cost or expense to such Note Owner. If such amount is not eliminated by any such designation or no such designation is done and the Note Owner does not waive payment of such amount, the Issuer shall have the right to procure a Replacement Purchaser Group to replace the related Purchaser Group. No replacement of a Purchaser Group shall be effected pursuant to this subsection 2.5(d) if, after giving effect thereto, any amounts shall be owing to the members of such Purchaser Group hereunder under the Basic Documents. Each affected Purchaser Group hereby agrees to take all actions necessary to permit a Replacement Purchaser Group to succeed to its rights and obligations hereunder.

25

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 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 Basic 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 AmeriCredit under or in connection with this Agreement or the other Basic Documents, any Servicer’s Certificate, Borrowing Base Confirmation 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 breach of any covenant, agreement or obligation of the Issuer, either Seller or AmeriCredit (in any capacity) or any Affiliate of AmeriCredit under or in connection with this Agreement or the other Basic Documents;

(iii) 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;

(iv) the failure to vest and maintain vested in (A) the Issuer, legal and equitable title to the Receivables and other Trust Property, free and clear of any Lien and (B) 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;

26

(v) 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);

(vi) 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;

(vii) 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;

(viii) 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;

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

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

(xi) the failure to have filed, or any delay in filing, financing statements or other similar documents under the UCC of any applicable jurisdiction;

(xii) the failure of AmeriCredit or either Seller to receive reasonably equivalent value for the Receivables it transfers to AFC or the Issuer, as applicable;

(xiii) any investigation, litigation or proceeding related to or arising from this Agreement or the other Basic Documents or the transactions contemplated hereby or thereby in which any Indemnitee becomes involved as a result of any such transactions; or

(xiv) any action or omission by AmeriCredit, either Seller or the Issuer that reduces or impairs the rights of the Trust Collateral Agent or any Noteholder with respect to any Receivable or the ability to collection the Principal Balance of any Receivable.

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,

27

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 (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 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 Aggregate Note 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 Principal Amount subject thereto, or (iii) any Purchaser receives any repayment of any portion of its share of any Borrowing constituting a part of the Aggregate Note 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 Purchaser shall be entitled to be indemnified by the Issuer, against, and to be paid the amount equal to any loss or reasonable out-of-pocket expense suffered by such 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 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 Aggregate Note Principal Balance, or, in the case of any Purchaser, redeploying funds prepaid or repaid, in amounts which correspond to its share of the Aggregate Note 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 Purchaser or Agent or by the Administrative Agent, as the case may be, to the Issuer and the Servicer 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 the Servicer of such request for payment under this subsection 2.6(c), if such request is received by the Issuer and the Servicer no later than five (5) 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).

28

2.7 Expenses, etc.

(a) The Servicer agrees to pay on demand (i) to the Trustee, the Administrative Agent and the initial 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 Supplemental Fee Letters, the reasonable fees and out-of-pocket expenses of Sidley Austin LLP, counsel for the Agents, with respect thereto, the amounts due to Moody’s in connection with its rating of the Notes and the reasonable fees and out-of-pocket expenses incurred by the CP Conduits in connection with the review by each rating agency then rating the Commercial Paper Notes of such CP Conduits of the transactions contemplated by the Basic Documents, (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 Sidley Austin LLP, counsel to the Agents, with respect thereto, (iii) to the Trustee, the Administrative Agent and each Agent and 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 Sidley Austin LLP, counsel with respect thereto, and (iv) to the Trustee, the Administrative Agent and each Agent and Purchaser, on demand, all reasonable costs and expenses (including reasonable fees and expenses of Sidley Austin LLP, counsel to the Agents), 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 Trustee, the Administrative Agent and each Agent and 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 Servicer agrees 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 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.

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 Trustee may with the consent of the Required Note Purchasers, and, at the direction of the Required Note Purchasers, the Trustee shall declare the Purchase Termination Date to have occurred, whereupon the Commitments of the Committed Purchasers, if any, hereunder shall terminate.

29

(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.

2.9 Defaulting Committed Purchaser.

(a) Termination of Defaulting Committed Purchaser. Notwithstanding the provisions of Section 2.2 or any other provision of this Agreement to the contrary, the Issuer may terminate the unused amount of the Commitment of any Committed Purchaser that is a Defaulting Committed Purchaser upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Trustee, each Agent and each Committed Purchaser), provided that such termination shall not be deemed to be a waiver or release of any claim the Issuer, the Administrative Agent or any Non-Defaulting Committed Purchaser may have against such Defaulting Committed Purchaser.

(b) Fees. Notwithstanding any other provision of this Agreement to the contrary, during such period as an Committed Purchaser is a Defaulting Committed Purchaser (with respect to such Defaulting Committed Purchaser, a “Default Period”), such Defaulting Committed Purchaser shall not be entitled to any applicable fees or interest accruing to it during such Default Period under this Agreement and its Note (without prejudice to the rights of the Non-Defaulting Committed Purchasers in respect of such fees and interest).

(c) Amendments, Etc. Notwithstanding the provisions of Section 9.1 or any other provision of this Agreement to the contrary, during such period as an Committed Purchaser is a Defaulting Committed Purchaser, to the fullest extent permitted by applicable law such Committed Purchaser shall not be entitled to vote in respect of amendments and waivers hereunder and the Commitment and the Percentage Interest of the Aggregate Note Principal Balance of such Committed Purchaser hereunder shall not be taken into account in determining whether the requisite vote has been obtained with respect to any matter; provided, that any such amendment or waiver that would (A) increase or extend the term of the Commitment of such Defaulting Committed Purchaser, (B) extend the date fixed for the payment of principal or interest owing to such Defaulting Committed Purchaser hereunder, (C) reduce the principal amount of any obligation owing to such Defaulting Committed Purchaser, (D) reduce the amount of or the rate of interest on any amount accrued prior to the Default Period and owing to such Defaulting Committed Purchaser, or of any fee incurred prior to the Default Period and payable to such Defaulting Committed Purchaser hereunder (except as contemplated by Section 2.9(b) hereof), or (E) alter the terms of this proviso, shall require the consent of such Defaulting Committed Purchaser.

(d) Cure. If the Issuer and the Administrative Agent agree in writing that a Committed Purchaser that is a Defaulting Committed Purchaser should no longer be deemed to be a Defaulting Committed Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Committed Purchaser shall purchase such portions of the Aggregate Note Principal Balance of the other Committed Purchasers, and/or make such other adjustments, as the Administrative Agent may determine to be necessary to cause the Committed Purchasers

30

to hold a portion of Aggregate Note Principal Balance on a pro rata basis in accordance with their respective Commitments, whereupon such Committed Purchaser shall cease to be a Defaulting Committed Purchaser and will be a Non-Defaulting Committed Purchaser; provided that no adjustments shall be made retroactively with respect to fees and interest accrued while such Committed Purchaser was a Defaulting Committed Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Committed Purchaser to Non-Defaulting Committed Purchaser shall constitute a waiver or release of any claim of any party hereunder arising from such Committed Purchaser’s having been a Defaulting Committed Purchaser.

ARTICLE 3 CONDITIONS PRECEDENT

3.1 Conditions to Effectiveness. 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 4 hereof shall be true and correct in all material respects on the date hereof (the “Effective Date”) as though made on and as of the Effective 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 Effective Date;

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

(c) the Administrative Agent and the Agents shall have received on the Effective 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 Effective Date on behalf of, each of AmeriCredit and AFC, certified by its 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 its authorized officer;

31

(v) a certificate issued no earlier than thirty (30) days prior to the Effective 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 Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Purchaser may rely on such opinions as if they were addressed to them, and dated as of the date hereof, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which AFC, AmeriCredit and the Issuer is party, true sale, bankruptcy, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;

(vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodian Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement, the Trust Agreement, the Supplemental Fee Letters and the Master Sale and Contribution Agreement;

(viii) evidence satisfactory to the Administrative Agent that financing statements duly authorized 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 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) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Effective Date, listing all effective financing statements which name AmeriCredit, the Issuer and AFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the party under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);

(x) counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the Issuer, the Sellers, the Servicer, the Administrative Agent and the Purchasers;

32

(xi) a payoff and termination agreement with respect to the funding commitments and other obligations of the holders of the notes issued by AmeriCredit Master Trust II, executed by AmeriCredit Master Trust II, such holders and such other parties as may be necessary in order to terminate such notes and the related transactions; and

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

(d) the Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Collection Account, the Reserve Account and the Collateral Account shall have been established with the Trustee;

(e) the Issuer and AmeriCredit 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 Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Purchasers payable by the Servicer or the Issuer, 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) evidence satisfactory to the Administrative Agent and the initial Agents that the Notes have the Requisite Rating; and

(ii) the duly executed Note registered in the name of each Agent as nominee on behalf of the Note Owners in its Purchaser Group in a face amount equal to its Maximum Purchase Amount of such Purchaser Group.

(g) an amount equal to the Reserve Account Required Amount shall have been deposited in the Reserve Account; and

(h) each initial CP Conduit shall have received evidence satisfactory to such CP Conduit that its purchase of Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody’s, Standard & Poor’s or any other nationally recognized rating agency rating its Commercial Paper Notes.

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

(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base Confirmation;

33

(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;

(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional 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 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 purchase of any Additional Principal Amount to occur on such Borrowing Date, the Aggregate Note Principal Balance shall be equal to or less than the Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted Commitment;

(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;

(g) 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(f) and 3.2(h) through (j) have been satisfied;

(h) the Notes shall have the Requisite Rating;

(i) 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;

(j) the Net Spread shall not be less than 7.0%;

34

(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and

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

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

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 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 Purchaser and Agent and the Administrative Agent that, as of the date hereof and as of each Borrowing Date:

(a) It is a corporation 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, 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 Effective 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.

35

(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 other formation documents 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 or the Collateral 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 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, the audited consolidated balance sheet of AmeriCredit Corp. as at June 30, 2009, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, accompanied by the opinion of its independent certified public accountants. Such financial statements fairly present in all material respects the financial condition of AmeriCredit Corp. 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, consistently applied, and since June 30, 2009 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 Seller nor the Issuer is required to be registered under the Investment Company Act.

(h) On the Effective 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.

36

(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 Effective Date and the relevant Transfer Date, as the case may be.

(m) Each Servicer’s Certificate and Borrowing Base Confirmation 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 or the Trust 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 the property 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.

37

(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 AFC, 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 the related Seller except as described in the Sale and Servicing 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 related Seller, and no such assets shall constitute property of such 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 Borrowing Base as of the most recently delivered Servicer’s Certificate or Borrowing Base Confirmation are Eligible Receivables.

ARTICLE 5 COVENANTS

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 Aggregate Note Principal Balance shall remain outstanding or any monetary obligation arising hereunder shall remain unpaid, unless the Required Note Owners and the Required Purchasers shall otherwise consent in writing, that:

(a) Each of the Issuer, AmeriCredit, AFC, such 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;

38

(b) The Issuer, such 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 the Issuer, such Seller or the Servicer, as applicable, to the holders of Notes, to the Trustee, to the Trust Collateral Agent or to the Rating Agencies 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 the Issuer, such 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 other Collateral, the Issuer, such Seller or the Servicer which is in the possession or under the control of the Issuer, such 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;

(d) The Servicer shall deliver (or cause AmeriCredit Corp. to deliver) to the Administrative Agent and each Agent (i) within ninety (90) days following the end of each of AmeriCredit Corp.’s fiscal years, beginning with the fiscal year ending June 30, 2010, the audited consolidated balance sheet of AmeriCredit Corp. 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 forty-five (45) days following the end of each of its fiscal quarters, beginning with the fiscal quarter ending March 30, 2010, the unaudited consolidated balance sheet of AmeriCredit Corp. 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, such Seller 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;

39

(f) Each of the Servicer, such Seller and the Issuer, as applicable, will, at any time and from time to time during regular business hours, on at least five (5) 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 Sellers, the Servicer and the Issuer, as the case may be, permit the Administrative Agent and each Agent, or its agents or representatives, at the sole cost and expense of AmeriCredit, provided that so long as no 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, AmeriCredit shall only be liable for the costs and expenses of one visit and examination of the type contemplated by this Section 5.1(f) per calendar year, (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of such Seller, the Servicer or the Issuer, as the case may be, relating to the Receivables, and (ii) to visit the offices and properties of such 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 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 applicable Seller with respect thereto.

5.2 Appointment of New Independent Director. AFC shall give the Administrative Agent, each of the Agents and the Servicer prior written notice before appointing a new director of AFC as the “Independent Director” for purposes of this Agreement, such notice to be issued not less than ten (10) days prior to the effective date of such appointment and to certify that the designated Person satisfies the criteria set forth in the definition herein of “Independent Director.”

5.3 Certificate of Title Opinion. In the event that at any time the aggregate amount, with respect to any state other than Texas, by which the aggregate Principal Balance of all Eligible Receivables the Obligors of which have mailing addresses in such state exceeds 10% of the aggregate Principal Balance of all Eligible Receivables, the Administrative Agent shall be entitled to request, and upon such request, AmeriCredit shall promptly furnish to the Trust Collateral Agent and the Administrative Agent an opinion of counsel in form and substance satisfactory to the Administrative Agent to the effect that, with respect to each Financed Vehicle registered in such state that secures an item of the chattel paper pledged by the Issuer to the Trust Collateral Agent, which the Issuer purchased from AFC or AmeriCredit, which AFC purchased from AmeriCredit and which AmeriCredit originated, purchased or had assigned to it from a Dealer, a Third-Party Lender or an Originating Affiliate, the valid and perfected first priority security interest of AmeriCredit in such Financed Vehicle has been effectively pledged and transferred to the Trust Collateral Agent, notwithstanding the fact that the certificate of title to such Financed Vehicle has not been marked, amended or otherwise noted to reflect such assignment of the security interest.

40

ARTICLE 6 MUTUAL COVENANTS REGARDING CONFIDENTIALITY

6.1 Covenants. Each of AFC, individually and as a Seller, the Issuer and AmeriCredit, individually, as Servicer and as a Seller, severally and with respect to itself only, covenants and agrees to hold in confidence, and not disclose to any Person, 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 Notes under this Agreement), except as the Administrative Agent or such Agent or 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 Purchaser of its intention to make any such disclosure prior to making such disclosure.

6.2 Covenants of Purchasers. Subject to the provisions of Section 8.1(c) hereof, the Administrative Agent and each Agent and 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 or any Agent or Purchaser hereunder may in all cases be distributed to the Administrative Agent or to any Agent or Purchaser) except that the Administrative Agent or such Agent or Purchaser may disclose such information (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (whether or not having the force or effect of law) provided that, unless prohibited by a Requirement of Law, the Administrative Agent or such Agent or Purchaser shall provide prompt notice of such order to the affected party, (ii) upon the request or demand of any regulatory authority having or claiming jurisdiction over the Administrative Agent or any Agent or Purchaser or any of its affiliates, (iii) as required by applicable law, (iv) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Administrative Agent or such Agent or Purchaser, (v) to its affiliates, officers, directors, employees, legal counsel, independent auditors, accountants, advisors, investors, potential investors, rating agencies, commercial paper dealers, providers of surety, guaranty, credit or liquidity enhancement (including the directors, officers and accountants of such surety, guaranty, credit or liquidity enhancement provider), legal counsel of any of the foregoing and other experts or agents who need to know such information and are informed of the confidential nature of such information (provided that the Persons permitted to make such disclosures under clauses (i), (ii) and (iii) of this Section 6.2 shall also include credit or liquidity enhancers of a Purchaser), (vi) for purposes of establishing a “due diligence” defense, (vii) which was available to the Administrative Agent or such Agent or 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 Purchaser bound by a confidentiality agreement with the affected party, (viii) has been independently acquired or developed by the Administrative Agent

41

or such Agent or Purchaser without violating any of the Administrative Agent or such Agent or Purchaser’s obligations under this Agreement, (ix) if such disclosure has been approved in writing in advance by AmeriCredit (x) regarding the existence of this Agreement, but not the financial terms thereof, or (xi) at any time following the date three years after the date of this Agreement. No disclosure pursuant to subsection (xi) 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 a 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.

ARTICLE 7 THE AGENTS

7.1 Appointment. Each 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 Purchaser and Agent irrevocably authorizes the Administrative Agent, as the agent for such 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 hereunder 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 Purchaser in each Purchaser Group hereby irrevocably designates and appoints the Agent for such Purchaser Group as the agent of such Purchaser under this Agreement, and each such Purchaser irrevocably authorizes such Agent, as the agent for such 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 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 7 with respect to the relationship between an Agent and the Purchasers in its Purchaser Group conflicts with any agreement between such Purchasers and such Agent set forth in any agreement with respect to a Support Facility, the terms of such other agreement will control.

42

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.

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 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 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, 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 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.

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 Note Owners and the Required Purchasers in its Purchaser Group as it deems appropriate or it shall first be indemnified to its satisfaction by the 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) Note Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Note 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 Purchasers in such Purchaser Group.

43

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 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 Purchasers in its Purchaser Group. Each Agent shall take such action with respect to such event as shall be reasonably directed by (i) Note Owners in its Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Note 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 Note Owners or of the Purchasers in its Purchaser Group, as applicable.

7.6 Non-Reliance on Agents and Other Purchasers. Each 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 Purchaser. Each Purchaser represents to each Agent that it has, independently and without reliance upon any Agent or any other 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 Notes hereunder and enter into this Agreement. Each Purchaser also represents that it will, independently and without reliance upon any Agent or any other 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 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.

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

44

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 Aggregate Note 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 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 Aggregate Note Principal Balance.

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, the Sellers, 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 Purchasers acknowledge 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.

7.9 Successor Agents. Any Agent may resign as Agent upon ten (10) days’ notice to the 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) Note Owners in its Purchaser Group having Percentage Interests aggregating greater than 51% of the aggregate Percentage Interests of all Note 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 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

45

ARTICLE 8 SECURITIES LAWS; TRANSFERS

8.1 Transfers of Notes.

(a) Each Purchaser hereby makes each of the representations and warranties set forth in the form of Investment Letter attached hereto as Exhibit A to the Issuer on the Effective Date. Each Note Owner agrees that the beneficial interest in the Notes purchased by it will be acquired for investment only and not with a view to any public distribution thereof, and that such Note Owner will not offer to sell or otherwise dispose of any 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 Note 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 Notes (or the beneficial interest therein) acquired by it pursuant to this Agreement, any Joinder Supplement or any Transfer Supplement. Each Note Owner hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Notes, such Note 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 Note or any interest therein hereby certifies 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 Notes without deduction or withholding of any United States federal income taxes and whose ownership of any interest in a Note will not result in any withholding obligation with respect to any payments with respect to the 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 Note Owner making the Transfer the forms described in subsection 2.5(c).

(c) Any sale, transfer, assignment, participation, pledge, hypothecation or other disposition (a “Transfer”) of 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 Note, a Commitment or any Purchaser Group Percentage by a Committed Purchaser shall be in respect of, at least $5,000,000 in the aggregate, which may be composed of (A) a portion of the Aggregate Note Principal Balance or (B) to the extent in excess of a portion of the Aggregate Note Principal Balance subject to such Transfer, Commitment hereunder. Any Transfer of an interest in 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 Purchaser’s beneficial interest in such Note. No Note or any interest therein may be Transferred by Assignment or Participation to any Person (each, a “Transferee”) unless the

46

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 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 Purchaser which is a CP Conduit.

Each of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer authorizes each Purchaser to disclose to any Transferee and Support Party and any prospective Transferee or Support Party any and all confidential information in the Purchaser’s possession concerning this Agreement or the Related Documents or concerning the Collateral or such party which has been delivered to any Agent or such Purchaser pursuant to this Agreement or the Related Documents (including information obtained pursuant to rights of inspection granted hereunder) or which has been delivered to such Purchaser by or on behalf of AFC, the Sellers, the Issuer, AmeriCredit and the Servicer in connection with such Purchaser’s evaluation of the Receivables, AFC, the Sellers, the Issuer, AmeriCredit or the Servicer prior to becoming a party to, or purchasing an interest in this Agreement or the Notes; provided that prior to any such disclosure, such Transferee or Support Party or prospective Transferee or Support Party shall have agreed in writing to comply with the confidentiality provisions of Section 6.2, and a copy of such written agreement as to compliance has been finished to the Servicer and the Administrative Agent (but it being understood that if the prospective Transferee is a CP Conduit that is proposing to become a member of a Purchaser Group that will continue to have the same Committed Purchaser and/or Support Party, no such prior agreement shall be required).

(d) Each Purchaser may, in accordance with applicable law, at any time grant participations in all or part of its Commitment or its interest in the 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 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 Purchaser’s beneficial interest (if any) in the 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 Purchaser hereby acknowledges and agrees that (A) any such Participation will not alter or affect such Purchaser’s direct obligations hereunder, and (B) none of the Trustee, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Sellers or the Servicer shall have any obligation to have any communication or relationship with any Participant. Each 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 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 Purchaser; provided, further, no Participant shall be entitled to receive additional amounts or indemnification in amounts in excess of those the participating Purchaser would have been entitled to receive in respect of the amount of the

47

participation transferred to such Participant had no such participation occurred. Each 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 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 Purchaser.

(e) Each Purchaser may with the consent of the Agent for its Purchaser Group and in accordance with applicable law, sell, transfer or assign to any Permitted Transferee (each, an “Assignee”) all or any part of its Commitment (if any) or its interest in the 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 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 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 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 Purchaser hereunder as set forth therein and (y) the transferor 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 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 Group 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.

48

Upon instruction to register a transfer of a Purchaser’s beneficial interest in the Notes (or portion thereof) and surrender for registration of transfer of such Purchaser’s 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 Notes (or portion thereof) shall be transferred in the records of the Trustee and the applicable Agent and, if requested by the Assignee, new Notes shall be issued to the Assignee and, if applicable, the transferor 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 Purchaser may pledge its interest in the Notes to any Federal Reserve Bank as collateral in accordance with applicable law.

(g) Any Purchaser shall have the option to change its Investing Office, provided that such Purchaser shall have prior to such change in office complied with the provisions of subsection 2.5(c) hereof and provided further that such 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 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 Purchaser and such Sections shall apply to its interest in or commitment to acquire an interest in the 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 Purchaser.

(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 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 Committed Purchaser shall succeed to the rights of such Committed Purchaser under this Agreement in respect of its Commitment as a Committed Purchaser, and such

49

Committed Purchaser shall assign such Commitment and its interest in the 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 Aggregate Note 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 ten (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, unless the related Transfer Supplement specifies or otherwise confirms that the Assignee of such CP Conduit will be a member of the same Purchaser Group and will be covered by the existing Commitment[s] of the Committed Purchaser[s] for that Purchaser Group (a “Confirmed CP Conduit Assignment”). Upon any Assignment by a CP Conduit of its Percentage Interest in the Aggregate Note Principal Balance to a Person which is not one of its Committed Purchasers or is not a Confirmed CP Conduit Assignment, 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 and except in the case of a Confirmed CP Conduit Assignment, 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 Purchaser (or a Participant or Support Party for such 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 Purchaser. No replacement of 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 Purchaser hereunder. Each affected 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 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 Purchaser being replaced is a CP Conduit, the Replacement Purchaser shall be acceptable to each

50

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 Purchaser being replaced is a party on terms mutually acceptable to the parties thereto. In addition, if the 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.

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

ARTICLE 9 MISCELLANEOUS

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 Note Owners and the Required Purchasers and subject to the satisfaction of the Rating Agency Condition, 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 (i) reduce the amount or extend the maturity of any Note or reduce the rate or extend the time of payment of interest thereon, increase the obligation, if any, of any CP Conduit, or reduce or alter the timing of any other amount payable to any Purchaser hereunder or under the Sale and Servicing Agreement or the Indenture or increase the Commitment of any Committed Purchaser, in each case without the consent of the Purchasers affected thereby, (ii) amend, modify or waive any provision of this Section 9.1, or the definition of “Aggregate Note Principal Balance”, or reduce the percentage specified in the definition of Required Note Owners or Required Purchasers, in each case without the written consent of all Purchasers or (iii) amend, modify or waive 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 Documents on behalf of the Holders (as defined in the Indenture) of Notes in its Purchaser Group if it has been directed to do so by Note Owners in such Purchaser Group having Percentage Interests aggregating greater than 50% of the aggregate Percentage Interests of all Note Owners in such Purchaser Group.

51

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 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	Deutsche Bank AG, New York Branch
Agent	60 Wall Street, 3rd Floor
	New York, New York 10005
	Attention: Mary Connors
	Telephone: (212) 250-4731
	Telefax: (212) 797-5150

(b) Unless otherwise directed by the Administrative Agent, all payments to it shall be made by federal wire to the Administrative Agent at such account as the Administrative Agent may designate in writing to the Issuer. Unless otherwise directed by an Agent or 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).

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

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.

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 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 Note Owners and the Required Purchasers; provided, further, that in

52

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, the related Seller, AmeriCredit or the Servicer, as applicable, hereunder and provided further that no assignment permitted hereunder shall relieve AFC, the related 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).

9.5 [reserved]

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.

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.

9.8 Integration. This Agreement and the Supplemental Fee Letters, as applicable, represent the agreement of AFC (individually and as a Seller), AmeriCredit (individually, as a Seller and as Servicer), the Issuer, the Administrative Agent, the Agents and the 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.

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).

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

53

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.

9.11 Termination. This Agreement shall remain in full force and effect until the payment in full of the Aggregate Note Principal Balance and all other amounts payable to the Purchasers, the Agents and the Administrative Agent hereunder and the termination of all Commitments; 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, Purchasers or any Affected Party thereunder shall remain payable thereto.

9.12 No Proceedings.

(a) The Administrative Agent and each Agent and each Purchaser 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 all amounts payable by the Issuer and/or AFC, as applicable under this Agreement and/or Notes have been paid.

(b) Each of AFC (individually and as a Seller), AmeriCredit (individually, as a Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each 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 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.

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, affiliate or incorporator of any CP Conduit.

(b) Each of AFC (individually and as a Seller), AmeriCredit (individually, as a Seller and as Servicer), the Issuer, the Administrative Agent, each Agent and each 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 at any time held by or in the possession of such Person.

54

(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.

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 Notes hereunder and the termination of this Agreement.

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 THE 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 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 PURCHASERS PURCHASING AN INTEREST IN THE NOTES DESCRIBED HEREIN AND THE ADMINISTRATIVE AGENT AND EACH AGENT AGREEING TO ACT AS SUCH HEREUNDER.

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 individually or personally but solely 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.

55

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 Note to one or more Support Parties.

56

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

AMERICREDIT SYNDICATED WAREHOUSE TRUST,
By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer
By:
Name:
Title:

Signature Page to Note Purchase Agreement

AMERICREDIT FUNDING CORP. XI,
individually and as a Seller

By:

        Name:

        Title:

AMERICREDIT FINANCIAL SERVICES, INC.,
individually, as a Seller and as Servicer

By:

        Name:

        Title:

Signature Page to Note Purchase Agreement

SHEFFIELD PURCHASER GROUP
BARCLAYS BANK PLC, as an Agent
By:
	Name:
	Title:
Address for Notices:
Mary Logan
Director
745 7th Avenue
New York, NY 10019
Telephone #: (212) 412-3266
Facsimile #:  (212) 412-6846
Email: mary.logan@barcap.com
Wiring Instructions:
FOR UPFRONT FEES:
ABA#: 026002574
DDA#: 050019104
Name: CLAD Control Account
Bank: Barclays Bank
Ref: AmeriCredit
FOR ONGOING FEES, INTEREST, PRINCIPAL:
ABA#: 026002574
DDA#: 050791516
Name: Sheffield 4(2) Funding Account
Bank: Barclays Bank
Ref: AmeriCredit

Signature Page to Note Purchase Agreement

SHEFFIELD RECEIVABLES CORPORATION, as a Committed Purchaser and a Conduit Purchaser
By:	Barclays Bank PLC, as its Attorney-in-Fact
By:
	Name:
	Title:
Address for Notices:
Mary Logan
Director
745 7th Avenue
New York, NY 10019
Telephone #: (212) 412-3266
Facsimile #:  (212) 412-6846
Email: mary.logan@barcap.com
Wiring Instructions:
FOR UPFRONT FEES:
ABA#: 026002574
DDA#: 050019104
Name: CLAD Control Account
Bank: Barclays Bank
Ref: AmeriCredit
FOR ONGOING FEES, INTEREST, PRINCIPAL:
ABA#: 026002574
DDA#: 050791516
Name: Sheffield 4(2) Funding Account
Bank: Barclays Bank
Ref: AmeriCredit

Signature Page to Note Purchase Agreement

ALPINE PURCHASER GROUP
CREDIT SUISSE, NEW YORK BRANCH, as an Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices:
Credit Suisse
Eleven Madison Avenue, 4th Floor
New York, NY 10010-3629
Attention: Conduit and Credit Products
Facsimile #: 212-325-4519
Telephone #: 212-325-5213
Wiring Instructions:
Bank of New York
ABA#: 021-000-018
Account#: 890-038-7025
Reference: Alpine Securitization Corp.

Signature Page to Note Purchase Agreement

CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices:
Credit Suisse
Eleven Madison Avenue, 4th Floor
New York, NY 10010-3629
Attention: Conduit and Credit Products
Facsimile #: 212-325-4519
Telephone #: 212-325-5213
Wiring Instructions:
Bank of New York, NY
ABA #021-000-018
Conduit Remittance A/C
A/C #890-039-2770

Signature Page to Note Purchase Agreement

ALPINE SECURITIZATION CORP., as a Conduit Purchaser
By:	Credit Suisse, New York Branch, Attorney-in- Fact
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices:
Credit Suisse
Eleven Madison Avenue, 4th Floor
New York, NY 10010-3629
Attention: Conduit and Credit Products
Facsimile #: 212-325-4519
Telephone #: 212-325-5213
Wiring Instructions:
Bank of New York
ABA#: 021-000-018
Account#: 890-038-7025
Reference: Alpine Securitization Corp.

Signature Page to Note Purchase Agreement

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Address for Notices:

Mail Stop: NYC60-3915

60 Wall Street

New York, New York 10005

Attention: Bridget Fischer/David May

Facsimile #: 212-250-1012/1011

Signature Page to Note Purchase Agreement

DBNY PURCHASER GROUP
DEUTSCHE BANK AG, NEW YORK BRANCH, as an Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices:
Deutsche Bank AG
New York Branch
60 Wall Street, 19th Floor
New York, New York 10005
Attention: Structured Finance
Department: Securitization
Facsimile #: 212-797-5160
Wiring Instructions:
Deutsche Bank AG, New York Branch
60 Wall Street, 19th Floor
New York, New York 10005
ABA#: 026-003-780
Account#: 10-135533-008
Reference: AmeriCredit

Signature Page to Note Purchase Agreement

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices:
Deutsche Bank AG
New York Branch
60 Wall Street, 19th Floor
New York, New York 10005
Attention: Structured Finance
Department: Securitization
Facsimile #: 212-797-5160
SEDONA CAPITAL FUNDING CORP., LLC, as a Conduit Purchaser
By:
Name:
Title:
Address for Notices:
c/o AMACAR Group, LLC
6525 Morrison Boulevard, Suite 318
Charlotte, NC 28211
Attention: Evelyn Echevarria
Facsimile #: (704) 345-1362

Signature Page to Note Purchase Agreement

PARK AVENUE PURCHASER GROUP
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as an Agent
By:
	Name:
	Title:
Address for Notices:
Attn: Asset-Backed Conduit Group
10 S. Dearborn St.
Chase Tower, 13th Floor
Chicago, IL 60603
Facsimile #: 312-732-1844
Telephone #: 312-732-7206
Wiring Instructions:
Acct: Park Avenue Receivables Company LLC JPMorgan Chase Bank
ABA#: 021-000-021
Account#: 645475302
Reference: PARCO/AmeriCredit

Signature Page to Note Purchase Agreement

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Committed Purchaser
By:
	Name:
	Title:
Address for Notices:
Attn: Asset-Backed Conduit Group
10 S. Dearborn St.
Chase Tower, 13th Floor
Chicago, IL 60603
Facsimile #: 312-732-1844
Telephone #: 312-732-7206
PARK AVENUE RECEIVABLES COMPANY, LLC, as a Conduit Purchaser
By: JPMorgan Chase Bank, National Association,        its Attorney-in-Fact
By:
	Name:
	Title:
Address for Notices:
Attn: Asset-Backed Conduit Group
10 S. Dearborn St.
Chase Tower, 13th Floor
Chicago, IL 60603
Facsimile #: 312-732-1844
Telephone #: 312-732-7206

Signature Page to Note Purchase Agreement

AMSTERDAM PURCHASER GROUP
THE ROYAL BANK OF SCOTLAND PLC, as an Agent
By:	RBS Securities Inc., as agent
By:
	Name:
	Title:
Address for Notices:
Amsterdam Funding Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, New York 11747
Attention: Frank B. Bilotta
Telephone: (212) 302-5151
Telecopy:   (212) 302-8767
With a copy to:
The Royal Bank of Scotland plc
c/o RBS Securities Inc., as agent
58 Commerce Road
Stamford, CT 06902
Attention: Virginia Purchia
Telephone: (203) 897-7645
Telecopy:   (212) 401-1494
Wiring Instructions:
Pay to: CHASUS33
Favor of: RBOSGB2L
Sort Code: 16-04-00
Account #: THASGSN1 USDC

Signature Page to Note Purchase Agreement

THE ROYAL BANK OF SCOTLAND PLC, as a Committed Purchaser
By:	RBS Securities Inc., as agent
By:
	Name:
	Title:
Address for Notices:
The Royal Bank of Scotland plc
c/o RBS Securities Inc., as agent
58 Commerce Road
Stamford, CT 06902
Attention: Virginia Purchia
Telephone: (203) 897-7645
Telecopy:   (212) 401-1494
AMSTERDAM FUNDING CORPORATION, as a Conduit Purchaser
By:
	Name:
	Title:
Address for Notices:
Amsterdam Funding Corporation
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, New York 11747
Attention: Frank B. Bilotta
Telephone: (212) 302-5151
Telecopy:   (212) 302-8767
With a copy to:
The Royal Bank of Scotland plc
c/o RBS Securities Inc., as agent
58 Commerce Road
Stamford, CT 06902
Attention: Virginia Purchia
Telephone: (203) 897-7645
Telecopy:   (212) 401-1494

Signature Page to Note Purchase Agreement

UBS PURCHASER GROUP
UBS REAL ESTATE SECURITIES INC., as an Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices (for credit issues):
677 Washington Blvd. Stamford, CT 06901 Attn: Justin Tisler Facsimile #: 203-719-2971 Telephone #: 203-719-3168
Address for Notices (for operations):
677 Washington Blvd. Stamford, CT 06901 Attn: Anthony Castro Facsimile #: 203-719-2121 Telephone #: 203-719-1836 Email: OL-VFN-OPS@ubs.com
For both notices above, with a copy to:
Kathy Pringle UBS Credit Risk Control 677 Washington Blvd. Stamford, CT 06901 Facsimile #: 203-719-3129 Telephone #: 203-719-3426 Email: SH-ABS-CREDIT@ubs.com

Signature Page to Note Purchase Agreement

Wiring Instructions:
UBS AG 677 Washington Blvd. Stamford, CT 06901 ABA#: 026-007-993 Account #: 101WA256616003 Ref: AmeriCredit PMT Attn: Anthony Castro
UBS REAL ESTATE SECURITIES INC., as a Committed Purchaser
By:
	Name:
	Title:
By:
	Name:
	Title:
Address for Notices: (See Above)

Signature Page to Note Purchase Agreement

WELLS FARGO BANK, N.A., as Trustee
By:
	Name: Title:
Address for Notices:
Wells Fargo Bank, N.A. Corporate Trust Services/Structure Products Services Sixth and Marquette Ave. MAC N9311-161 Minneapolis, MN 55479 Attention: Marianna Stershic Email: marianna.c.stershic@wellsfargo.com Telephone #: 612-667-7181 Facsimile #: 612-667-3464
Wiring Instructions:
Wells Fargo Bank, N.A. ABA: 121000248 Acct: 0001038377 Acct Name: Wells Fargo Corporate Trust For further credit: Acct #82313200 AMC Syndic Whse Main Attn: Beatrice Eze 612-667-5540

Signature Page to Note Purchase Agreement

VFCC PURCHASER GROUP
WELLS FARGO SECURITIES, LLC, as an Agent
By:
	Name: Steve Ellis
	Title:
Address for Notices:
Wells Fargo Securities, LLC 301 South College Street, MAC D1053-101 Charlotte, North Carolina 28202 Attention: Jay Brinkley Facsimile No.: 704-383-9106
Wiring Instructions:
Wachovia Bank, National Association ABA#: 53000219 Account Name: VFCC CP Liability Account Account #: 2000002391825 Reference: AmeriCredit Syndicated Warehouse Attn: Perry Brown

Signature Page to Note Purchase Agreement

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Committed Purchaser
By:
	Name: Title:
Address for Notices:
Wachovia Bank, National Association 301 South College Street, MAC D1053-111 Charlotte, North Carolina 28202 Attention: Kevin McConnell Facsimile No.: 704-383-8417

VARIABLE FUNDING CAPITAL COMPANY, LLC, as a Conduit Purchaser
By:	Wells Fargo Securities, LLC, as Attorney-in-Fact
By:
	Name: Steve Ellis
	Title:
Address for Notices:
c/o Wells Fargo Securities, LLC 301 South College Street, MAC D1053-077 Charlotte, North Carolina 28202 Attention: Doug Wilson Facsimile No.: 704-383-9579 Confirmation No.: 704-374-2520

Signature Page to Note Purchase Agreement

PARADIGM PURCHASER GROUP
WESTLB AG, NEW YORK BRANCH, as an Agent
By:
	Name: Title:
By:
	Name: Title:
Address for Notices:
1211 Avenue of the Americas New York, NY 10036 Attention: Laura Spichiger Facsimile #: 212-597-1423 Telephone #: 212-852-6358 Email:   laura_spichiger@westlb.com              nyc_abs_surveillance@westlb.com
Wiring Instructions:
JPMorgan Chase ABA#: 021000021 Account Name: WestLB AG NY Account #: 920-1-060663 Reference: AmeriCredit

Signature Page to Note Purchase Agreement

WESTLB AG, NEW YORK BRANCH, as a Committed Purchaser
By:
	Name: Title:
By:
	Name: Title:
Address for Notices:
1211 Avenue of the Americas New York, NY 10036 Attention: Laura Spichiger Facsimile #: 212-597-1423 Telephone #: 212-852-6358 Email:   laura_spichiger@westlb.com               nyc_abs_surveillance@westlb.com

Signature Page to Note Purchase Agreement

PARADIGM FUNDING LLC, as a Conduit Purchaser
By:
	Name: Title:
Address for Notices:
Paradigm Funding LLC c/o Deutsche Bank Trust Company Americas 60 Wall Street 26th Floor, Mailstop NYC60-2606 New York, NY 10005 Facsimile #: 212-553-2464 Telephone #: 212-250-4893 Email:   ailsa.morillo@db.com               paradigm.admin@db.com
Wiring Instructions:
Deutsche Bank Trust Company Americas ABA#: 021-001-033 A/C #: 01419647 Ref: PORT PARADIGM.2-CTOL 47204 – Paradigm Funding

Signature Page to Note Purchase Agreement

SCHEDULE I

Purchaser Groups

Purchaser Group	Agent	Conduit Purchaser	Committed Purchaser	Commitment		Maximum Purchase Amount
DBNY Purchaser Group	Deutsche Bank AG, New York Branch	Sedona Capital Funding Corp., LLC	Deutsche Bank AG, New York Branch	$	205,000,000	$	205,000,000
Sheffield Purchaser Group	Barclays Bank plc	Sheffield Receivables Corporation	Sheffield Receivables Corporation	$	170,000,000	$	170,000,000
Park Avenue Purchaser Group	JPMorgan Chase Bank, N.A.	Park Avenue Receivables Company LLC	JPMorgan Chase Bank, N.A.	$	170,000,000	$	170,000,000
Amsterdam Purchaser Group	The Royal Bank of Scotland plc	Amsterdam Funding Corporation	The Royal Bank of Scotland plc	$	170,000,000	$	170,000,000
Alpine Purchaser Group	Credit Suisse, New York Branch	Alpine Securitization Corp.	Credit Suisse, Cayman Islands Branch	$	170,000,000	$	170,000,000
VFCC Purchaser Group	Wells Fargo Securities LLC	Variable Funding Capital Company LLC	Wachovia Bank, National Association	$	170,000,000	$	170,000,000
UBS Purchaser Group	UBS Real Estate Securities Inc.	N/A	UBS Real Estate Securities Inc.	$	170,000,000	$	170,000,000
Paradigm Purchaser Group	WestLB AG, New York Branch	Paradigm Funding, LLC	WestLB AG, New York Branch	$	75,000,000	$	75,000,000
TOTAL				$	1,300,000,000	$	1,300,000,000

SCHEDULE II

Commercial Paper Rates

Name of CP Conduit	Commercial Paper Rate
Sedona Capital Funding Corp., LLC:	The Commercial Paper Rate with respect to Sedona Capital Funding Corp., LLC (“Sedona”) means, for any day, the sum of (1) the rate (or if more than one rate, the weighted average of the rates) per annum at which commercial paper notes were sold by any placement agent or commercial paper dealer selected by or on behalf of Sedona, as agreed between each such agent or dealer and Sedona; provided that if the rate (or rates) as agreed between any such agent or dealer and Sedona is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (2) 0.05% per annum in respect of dealer fees and commissions (to the extent not included in the rate or rates described in clause (1)), plus (3) any note issuance costs attributable to such commercial paper notes not constituting dealer fees or commissions, expressed as an annualized percentage (not exceeding 0.01% per annum) of the aggregate principal component thereof.
Sheffield Receivables Corporation:	The Commercial Paper Rate with respect to Sheffield Receivables Corporation (“Sheffield”) shall mean, with respect to any Interest Period (or portion thereof), the per annum rate calculated to yield the “weighted average cost” (as defined below) for such Interest Period (or portion thereof) in respect of Commercial Paper Notes issued by Sheffield, as determined by its related Agent; provided, however, that if any component of such rate is a discount rate, in calculating the Commercial Paper Rate for such Interest Period (or portion thereof) the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum shall be used in calculating such component. As used in this definition, “weighted average cost” for any Interest Period (or portion thereof) means the sum of (i) the actual interest accrued during such Interest Period (or portion thereof) on outstanding Commercial Paper Notes issued by Sheffield, (ii) the commissions of placement agents and dealers in respect of such Commercial Paper Notes, and (iii) other borrowings by Sheffield (as determined by its related Agent), including to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market.

Alpine Securitization Corp.:	The Commercial Paper Rate with respect to Alpine Securitization Corp. (the “Conduit”) means, for any day, the sum of (1) the rate (or if more than one rate, the weighted average of the rates) per annum at which commercial paper notes were sold by any placement agent or commercial paper dealer selected by or on behalf the Conduit, as agreed between each such agent or dealer and the Conduit; provided that if the rate (or rates) as agreed between any such agent or dealer and the Conduit is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (2) 0.05% per annum in respect of dealer fees and commissions (to the extent not included in the rate or rates described in clause(1)), plus (3) any note issuance costs attributable to such commercial paper notes not constituting dealer fees or commissions, expressed as an annualized percentage (not exceeding 0.01% per annum) of the aggregate principal component thereof.
Park Avenue Receivables Company, LLC:	The Commercial Paper Rate with respect to Park Avenue Receivables Company, LLC (the “Conduit”) means, for any day, the sum of (1) the rate (or if more than one rate, the weighted average of the rates) per annum at which commercial paper notes were sold by any placement agent or commercial paper dealer selected by or on behalf of the Conduit, as agreed between each such agent or dealer and the Conduit; provided that if the rate (or rates) as agreed between any such agent or dealer and the Conduit is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (2) 0.05% per annum in respect of dealer fees and commissions (to the extent not included in the rate or rates described in clause (1)), plus (3) any note issuance costs attributable to such commercial paper notes not constituting dealer fees or commissions, expressed as an annualized percentage (not exceeding 0.01% per annum) of the aggregate principal component thereof.
Amsterdam Funding Corporation:	The Commercial Paper Rate with respect to Amsterdam Funding Corporation (“Amsterdam”) means, for any day, the sum of (1) the rate (or if more than one rate, the weighted average of the rates) per annum at which commercial paper notes were sold by any placement agent or commercial paper dealer selected by or on behalf of Amsterdam, as agreed between each such agent or dealer and Amsterdam; provided that if the rate (or rates) as agreed between any such agent or dealer and Amsterdam is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (2) 0.05% per annum in respect of dealer fees and commissions (to the extent not included in the rate or rates described in clause (1)), plus (3) any note issuance costs attributable to such commercial paper notes not constituting dealer fees or commissions, expressed as an annualized percentage of the aggregate principal component thereof.
Variable Funding Capital Company, LLC:	The Commercial Paper Rate with respect to Variable Funding Capital Company, LLC (“VFCC”) shall mean for any day during any Interest Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by VFCC from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs

associated with short-term promissory notes issued by VFCC maturing on dates other than those certain dates on which VFCC is to receive funds) in respect of the promissory notes issued by VFCC that are allocated, in whole or in part, by its related Agent (on behalf of VFCC) to fund or maintain its Percentage Interest in the Aggregate Note Principal Balance during such period, as determined by its related Agent (on behalf of VFCC), which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by its related Agent (on behalf of VFCC) and (ii) other borrowings by VFCC, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the Commercial Paper Rate, its related Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

Paradigm Funding LLC:

The Commercial Paper Rate with respect to Paradigm Funding LLC (“Paradigm”) shall mean, for any Interest Period, the per annum rate equivalent to the “weighted average cost” (as defined below) related to the issuance of commercial paper by Paradigm that is allocated, in whole or in party by the Paradigm, to fund or maintain capital funded by the Paradigm (and which may also be allocated in part to the funding of other assets of such Paradigm); provided, however, that if any component of such rate described in the above clause is a discount rate, in calculating the Commercial Paper Rate for such Interest Period, the rate used to calculate such component of such rate shall be a rate resulting from converting such discount rate to an interest bearing equivalent rate per annum. As used in this definition, the “weighted average cost” shall consist of, (A) the actual interest rate paid to purchasers of commercial paper issued by Paradigm, (B) the costs associated with the issuance of such commercial paper (including dealer fees and commissions of placement agents and issuing and paying agent fees), (C) any incremental carrying costs incurred with respect to commercial paper maturing on dates other than those on which corresponding funds are received by the Administrator on behalf of the Paradigm, and (D) interest on borrowing or funding sources by Paradigm (other than under any program support agreement), including to fund amounts that are not easily accommodated in the commercial paper market.

EXHIBIT A

FORM OF INVESTMENT LETTER

[Date]                                

[Name and address of Issuer]

[Name and address of Transferor Purchaser]

Re AmeriCredit Syndicated Warehouse Trust

Floating Rate Asset Backed Notes

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to subsection 8.1(a) of the Note Purchase Agreement dated as of February 26, 2010 (as in effect, the “Note Purchase Agreement”), among AmeriCredit Funding Corp. XI (“AFC”), AmeriCredit Syndicated Warehouse Trust, AmeriCredit Financial Services, Inc., the Purchasers and the Agents parties thereto, Wells Fargo Bank, National Association and Deutsche Bank AG, New York Branch, 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 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 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 Notes, and will, independently and without reliance upon the Administrative Agent, any Agent or any other 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 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.

A-1

(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 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 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 Notes without a view to any distribution, resale or other transfer thereof except, with respect to any 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 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 Notes or any interest therein unless the purchaser thereof provides to the addressee hereof a letter substantially in the form hereof.

A-2

(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-3

EXHIBIT B

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the Selling Purchaser set forth in Item 2 of Schedule I hereto (the “Selling Purchaser”), the Purchasing Purchaser set forth in Item 3 of Schedule I hereto (the “Purchasing 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 Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc. (the “AmeriCredit Parties”), the Purchasers and the Agents parties thereto, Wells Fargo Bank, National Association and Deutsche Bank AG, New York Branch, 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 Purchaser (if it is not already a Purchaser party to the Note Purchase Agreement) wishes to become a Purchaser party to the Note Purchase Agreement and the Purchasing Purchaser wishes to acquire and assume from the Selling Purchaser, certain of the rights, obligations and commitments under the Note Purchase Agreement; and

WHEREAS, the Selling Purchaser wishes to sell and assign to the Purchasing 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 Selling Purchaser, the Purchasing Purchaser and the Agent, the Agent will promptly transmit to the Servicer, the Sellers, the Trustee, the Selling Purchaser and the Purchasing 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 Purchaser shall be 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 Selling Purchaser, on the Transfer Effective Date, the Purchasing Purchaser shall pay to the Selling Purchaser, in immediately available funds, an amount equal to the purchase price, as agreed between the Selling Purchaser and such Purchasing Purchaser (the “Purchase Price”), of the portion set forth on Schedule II hereto being purchased by such Purchasing Purchaser of the portion of the Aggregate Note Principal Balance under the Note owned by the Selling Purchaser (such Purchasing Purchaser’s “Transferor Percentage”) and other amounts owing to the Selling Purchaser under the Note Purchase Agreement or otherwise in respect of the Notes.

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

This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Purchaser and sale by the Selling Purchaser of interests in the Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Purchaser to the Selling Purchaser. The Selling Purchaser hereby confirms that the amount of the portion of the Aggregate Note 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 Group Percentage or Liquidity Percentage, as applicable, of the Selling Purchaser and the Purchasing Purchaser and the Commitment and the Liquidity Percentage, if applicable, of the Selling Purchaser and the Purchasing Purchaser shall be as set forth in Schedule II to this Supplement.

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

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

B-2

(ii) All interest, fees and other amounts that would otherwise accrue for the account of the Selling Purchaser from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Selling Purchaser and the Purchasing 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 Purchase Price paid by the Purchasing Purchaser, the Selling Purchaser and the Purchasing Purchaser will make appropriate arrangements for payment by the Selling Purchaser to the Purchasing Purchaser of such amount upon receipt thereof from the Agent.

(e) Concurrently with the execution and delivery hereof, the Purchasing 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 Selling Purchaser and the Purchasing Purchaser confirm to and agree with each other, the Agent and the 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 Selling 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 Selling 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, the Sellers, 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 other instrument or document furnished pursuant hereto; (iii) each Purchasing 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; (iv) each Purchasing Purchaser will, independently and without reliance upon the Administrative Agent, any Agent (as defined in the Note Purchase Agreement,) the Selling Purchaser or any other 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

B-3

or the Related Documents; (v) the Purchasing 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 Article 7 of the Note Purchase Agreement; and (vi) each Purchasing Purchaser agrees (for the benefit of the Selling Purchaser, the Administrative Agent, the Agents (as defined in the Note Purchase Agreement), the 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 Purchaser.

(h) Schedule II hereto sets forth the revised Purchaser Group Percentage or the revised Liquidity Percentage, as applicable, and Commitment of the Selling Purchaser, as applicable, the Purchaser Group Percentage or the Liquidity Percentage, as applicable, and the Commitment of the Purchasing Purchaser, as applicable, and the initial Investing Office of the Purchasing Purchaser, as well as administrative information with respect to the Purchasing 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: Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., the Purchasers and the Agents parties thereto, Wells Fargo Bank, National Association and Deutsche Bank AG, New York Branch, as Administrative Agent

Item 1: Date of Transfer Supplement:

Item 2: Selling Purchaser:

Item 3: Purchasing Purchaser:

Item 4: Name of Agent:

Item 5: Name of Purchaser Group:

Item 6: Signatures of Parties to Agreement:

as Selling Purchaser
By:
	Name: Title:
By:
	Name: Title:

B-5

as Purchasing 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:]
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
By:
	Name: Title:
By:
	Name: Title:

B-6

SCHEDULE II TO

TRANSFER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS AND

PURCHASE AND LIQUIDITY PERCENTAGES

[Selling Purchaser]

A.	Type of Purchaser:	CP Conduit:		Yes/No
		Committed Purchaser:		Yes/No
B.	Purchaser Group Percentage:
	Selling Purchaser Group Percentage Prior to Sale:					_____	%
	Purchaser Group Percentage Sold:					_____	%
	Purchaser Group Percentage Retained:					_____	%
C.	Commitment (if applicable)
	Selling 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.	Aggregate Note Principal Balance:
	Selling Purchaser Portion of Aggregate Note Principal Balance Prior to Sale:				$	________
	Portion of Aggregate Note Principal Balance Sold:				$	________
	Portion of Aggregate Note Principal Balance Retained:				$	________

B-7

[Purchasing Purchaser]
A.	Type of Purchaser:	CP Conduit:	Yes/No
		Committed Purchaser:	Yes/No
B.	Purchaser Group Percentage:
	Transferee Purchaser Group Percentage
	After Sale:				_____	%
C.	Commitment (if applicable)
	Transferee 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.	Aggregate Note Principal Balance:
	Transferee Purchaser Portion of Aggregate Note 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 Seller,

Servicer, Trustee, Administrative

Agent, Selling Purchaser and

Purchasing Purchaser]

The undersigned, as Agent under the Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., the Purchasers and the Agents parties thereto, Wells Fargo Bank, National Association and Deutsche Bank AG, New York Branch, 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 PURCHASER]
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. XI (“AFC”), individually and as a Seller, AmeriCredit Syndicated Warehouse Trust (the “Issuer”), the Agent named in Item 5 of Schedule I hereto (the “Agent”), and Deutsche Bank AG, New York Branch, 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 Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit, AFC, the Issuer, the Purchasers from time to time parties thereto, the Agents for the Purchaser Groups from time to time parties thereto, Wells Fargo Bank, National Association 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 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 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 Purchasers as follows: (i) none of the Administrative Agent, the Agents or the Purchasers makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with

C-1

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 Notes), or the Trust Estate (as defined under the Indenture) or the financial condition of AmeriCredit, AFC, either Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer, or the performance or observance by AmeriCredit, AFC, either Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Backup Servicer or the Issuer of any of their respective obligations under the Agreement 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 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 7 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 7 of the Agreement; and (vi) the Proposed Purchaser agrees (for the benefit of the parties hereto and the other 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 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: Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., the other parties thereto and Deutsche Bank AG, New York Branch, as Administrative Agent.

Item 1:        Date of Joinder Supplement:	______________
Item 2:        Proposed Purchaser:            _________________________________________________
Item 3:        Type of 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:

C-3

AMERICREDIT FINANCIAL SERVICES, INC., individually, as a Seller and as Servicer
By:
	Name: Title:
AMERICREDIT FUNDING CORP. XI, individually and as a Seller
By:
	Name: Title:
AMERICREDIT SYNDICATED WAREHOUSE MASTER TRUST,
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
	Name: Title:
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
By:
	Name: Title:
By:
	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 Note Purchase Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., the other parties thereto and Deutsche Bank AG, New York Branch, 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 Purchaser designated as a [CP Conduit][Committed Purchaser with a Commitment of $__________].

Very truly yours,
DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
By:
	Name: Title:
By:
	Name: Title:

C-6

EXHIBIT D

FORM OF BORROWING NOTICE

[date]

To: Deutsche Bank AG, New York Branch,

Barclays Bank plc,

Credit Suisse, New York Branch,

JPMorgan Chase Bank, N.A.,

The Royal Bank of Scotland plc,

UBS Real Estate Securities, Inc.,

Wells Fargo Securities, LLC,

WestLB AG, New York Branch,

as Agents

Wells Fargo Bank, National Association, as Trustee

Sixth and Marquette Avenue, MAC N9311-161

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services/Asset Backed Administration

Re: Borrowing under Indenture, dated as of February 26, 2010 (as amended, the “Indenture”; terms used herein but not defined herein shall have the respective meanings given thereto in the Indenture) among AmeriCredit Syndicated Warehouse Trust, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent (the “Administrative Agent”)

Ladies and Gentlemen:

The Issuer hereby requests a Borrowing pursuant to Section 12.6 of the Indenture and the Note Purchase Agreement, dated as of February 26, 2010, as amended, among the Issuer, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. XI, the Purchasers parties thereto, the Agents parties thereto, Wells Fargo Bank, National Association, and the Administrative Agent;

1. The Borrowing Date for the advance requested hereby (the “Subject Advance”) is ________________, which is a Business Day permitted as a Borrowing Date pursuant to Section 2.1(c) of each Note Purchase Agreement. The requested Fixed Period for the Subject Advance is _________.

2. The Additional Principal Amount requested hereby is $                    .

i

3. The proceeds of the Subject Advance should be deposited into the following account located in the United States of America:

[Provide name and number of account, and name, address and ABA number for depository institution as well as a contact person].

4. The undersigned hereby certifies and represents that each of the applicable conditions set forth in Section 3.2 of each Note Purchase Agreement and Section 12.6 of the Indenture to the making of the Subject Advance have been satisfied.

5. Attached hereto as Exhibits A and B are a Borrowing Base Confirmation and a Schedule of Receivables (as such terms are defined and/or used in the Indenture), respectively, each complying with the requirements of the Indenture. [IF THE ISSUER IS PURCHASING ADDITIONAL RECEIVABLES: Also attached as Exhibit C is the Collateral Receipt required under Section 3.2 of the Note Purchase Agreement. ]

Very truly yours,
AmeriCredit Syndicated Warehouse Trust
By:	AmeriCredit Financial Services, Inc., attorney-in-fact
By:
	Name: Title:

ii

EX-99.4

Exhibit 99.4

AMERICREDIT EXPANDS AND EXTENDS WAREHOUSE CREDIT FACILITY

FORT WORTH, TEXAS March 1, 2010 – AMERICREDIT CORP. (NYSE: ACF) today announced the expansion and extension of its warehouse credit facility. The borrowing capacity available under the facility increased to $1.3 billion from $1.0 billion and includes commitments from eight lenders. The revolving period of this facility matures in February 2011. The Company uses warehouse credit facilities for short-term financing of its receivables until it permanently finances the receivables in securitization transactions.

About AmeriCredit

AmeriCredit Corp. is a leading independent automobile finance company that provides financing solutions indirectly through auto dealers across the United States. AmeriCredit has approximately 900,000 customers and $9 billion in auto receivables. The Company was founded in 1992 and is headquartered in Fort Worth, Texas. For more information, visit www.americredit.com.

Contact:

Caitlin DeYoung

817-302-7394