SPREAD ACCOUNT AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2004-C-A, as Issuer, AMBAC ASSURANCE CORPORATION, as Insurer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, as Trust Collateral Agent and as Collateral Agent Dated as of...

This SPREAD ACCOUNT AGREEMENT, dated as of August 23, 2004 (this “Agreement”), is among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2004-C-A, as issuer (the “Issuer”), AMBAC ASSURANCE CORPORATION, as insurer (the “Insurer”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), as trust collateral agent (in such capacity the “Trust Collateral Agent”) and as collateral agent (in such capacity, the “Collateral Agent”).

WHEREAS, the Issuer was formed pursuant to the Trust Agreement dated as of August 4, 2004 as amended and restated as of August 23, 2004(as amended from time to time, the “Trust Agreement”), between AFS SenSub Corp., as seller, (the “Seller”) and Wilmington Trust Company, as owner trustee (the “Owner Trustee”).

WHEREAS, pursuant to a Sale and Servicing Agreement, dated as of August 23, 2004, (the “Sale and Servicing Agreement”) among the Issuer, the Seller, the Servicer, the Trust Collateral Agent and the Backup Servicer, the Seller sold to the Issuer all of its right, title and interest in and to the Receivables and Other Conveyed Property.

WHEREAS, pursuant to the Indenture, dated as of August 23, 2004, (the “Indenture”), among the Issuer, the Trustee and the Trust Collateral Agent, the Issuer pledged all of its right, title and interest in and to the Collateral to the Trust Collateral Agent on behalf of the Issuer Secured Parties.

WHEREAS, the Issuer requested that the Insurer issue the Note Policy to the Trustee to guarantee payment of the Insured Payments on each Distribution Date, in respect of the Notes.

WHEREAS, in consideration of the issuance of the Note Policy, the Issuer and the Servicer have agreed that the Insurer shall have certain rights as Controlling Party to the extent set forth in the Basic Documents, with respect to the Collateral.

In consideration of the premises, and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged the parties hereto agree as follows:

Section 1.01. Definitions.     Unless otherwise defined in this Agreement, the following terms shall have the following meanings:

“Accelerated Payment Amount Shortfall” has the meaning set forth in Section 1.1 of the Sale and Servicing Agreement.

“AmeriCredit” means AmeriCredit Financial Services, Inc.

“AmeriCredit 2004-C-A Letter Agreement” means that side letter agreement, dated August 31, 2004, by and between the Insurer and AmeriCredit and acknowledged by the Issuer, the Seller and ▇▇▇▇▇ Fargo, in its capacities as Trustee, Trust Collateral Agent and Collateral Agent, as the same may be revised from time to time.

“Cash Collateral Deposit” has the meaning set forth in Section 3.06(a).

“Cash Collateralized Receivable” means a Delinquent Receivable for which a deposit has been made to the Spread Account by the Servicer pursuant to Section 3.06(a).

“Collateral Agent” means, initially ▇▇▇▇▇ Fargo Bank, National Association, in its capacity as collateral agent on behalf of the Issuer Secured Parties, including its successors in interest, until a successor Person shall have become the Collateral Agent pursuant to Section 4.05 and thereafter “Collateral Agent” shall mean such successor Person.

“Collateral Agent Fee” means as designated in the fee letter between Collateral Agent and AmeriCredit.

“Controlling Party” means the Person designated as the Controlling Party at such time pursuant to Section 6.01.

“Cumulative Net Loss” means the positive difference between (i) the sum of (A) the aggregate Principal Balance of all Liquidated Receivables plus (B) aggregate Cram Down Losses minus (ii) Liquidation Proceeds received with respect to the Receivables described in clause (i).

“Cumulative Net Loss Ratio” means the ratio, expressed as a percentage, computed by dividing the Cumulative Net Losses by the Original Pool Balance.

“Default” means, (i) if the Insurer is then the Controlling Party, any Insurance Agreement Event of Default and (ii) if the Trustee is then the Controlling Party, any Event of Default under Section 5.1 of the Indenture.

“Delinquency Ratio” means, the ratio (expressed as a percentage) computed by dividing: (a) the aggregate Principal Balance of all Receivables which were Delinquent Receivables as of the close of business on the last day of the related Collection Period minus the aggregate Principal Balance of all Cash Collateralized Receivables by (b) the sum of the aggregate Principal Balance of all Receivables as of the close of business on the first day of the related Collection Period.

“Delinquent Receivable” means a Receivable with respect to which 10% or more of a scheduled payment is more than sixty (60) days past due (excluding (i) Receivables which the Servicer has repossessed the related Financed Vehicle and (ii) Receivables which have become Liquidated Receivables).

“Final Termination Date” means the date that is the later of (i) the Insurer Termination Date and (ii) the Trustee Termination Date.

“Insured Payments” has the meaning set forth in the Note Policy.

“Insurer Termination Date” means the date which is the latest of (i) the date of the expiration of the Note Policy and the cancellation and return thereof to the Insurer, (ii) the date on which the Insurer shall have received payment and performance in full of all Insurer Issuer Secured Obligations and (iii) the latest date on which any payment referred to above could be avoided as a preference or otherwise under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, as specified in an Opinion of Counsel delivered to the Collateral Agent, the Insurer and the Trustee.

“Issuer” means AmeriCredit Automobile Receivables Trust 2004-C-A.

“Level 1 Cumulative Net Loss Test” means, for any Distribution Date specified below, the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth opposite such Distribution Date:

“Level 1 Trigger Event” means any violation of the Level 1 Cumulative Net Loss Test, the Level 1 Delinquency Test (unless amounts are deposited to the Spread Account with respect to the Cash Collateral Deposit pursuant to Section 3.06).

“▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Loss Test” means, for any Distribution Date, the Cumulative Net Loss Ratio for the related Collection Period is greater than the percentage set forth in the AmeriCredit 2004-C-A Letter Agreement entitled “Spread Account: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ Loss Test”.

“Level 2 Delinquency Test” means, for any Distribution Date, the arithmetic average of the monthly Delinquency Ratios for the three immediately preceding Collection Periods is greater than the percentage set forth in the section of the AmeriCredit 2004-C-A Letter Agreement entitled “Spread Account: Level 2 Delinquency Test”.

“Level 2 Trigger Event” means the occurrence of any of the following (A) a Servicer Termination Event, (B) violation of the Level 2 Cumulative Net Loss Test, (C) violation of the Level 2 Delinquency Test or (D) an Insurance Agreement Event of Default.

“Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts realized with respect to such Receivable including (1) proceeds from the disposition of the underlying financed vehicles; (2) any related insurance proceeds; (3) other monies received from the obligor that are allocable to principal and interest due under the automobile loan, and (4) with respect to a Sold Receivable, the related Sale Amount.

“Non-Controlling Party” means, at any time, the Issuer Secured Party that is not the Controlling Party at such time.

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

“Outstanding Pool Balance” means the Pool Balance as of the end of the related Collection Period.

“Overcollateralization Amount” means 16.50%; provided, however, if each of the “Step-Down Conditions” set forth in the AmeriCredit 2004-C-A Letter Agreement are satisfied on a Distribution Date set forth in the following table, the Overcollateralization Amount shall be reduced to the amount set forth with respect to such Distribution Date in the following table; provided, further, however, if any of such “Step-Down Conditions” are not satisfied on any Distribution Date in the following table, the Overcollateralization Amount for such Distribution Date and each following Distribution Date shall equal the Overcollateralization Amount immediately prior to the date that any such “Step-Down Condition” is not satisfied:

“Related Series” means a securitization transaction (a) relating to assets sold by AmeriCredit to the Seller or another seller, (b) pursuant to which notes or certificates were issued by an issuer and certain distributions on such notes or certificates were insured by the Insurer and (c) with respect to which the Collateral Agent has received notice in substantially the form attached hereto as Exhibit A.

“Related Series Accelerated Payment Amount Shortfall” means, with respect to each Related Series, after the twelfth distribution date for such Related Series, the shortfall in the amount available in the Related Series Spread Account to pay the “Accelerated Payment Amount Shortfall” as defined in the Related Series Spread Account Agreement.

“Related Series Collateral Agent” means, with respect to each Related Series, the “Collateral Agent” as defined in the Related Series Spread Account Agreement.

“Related Series Insurance Agreement” means, with respect to each Related Series, the “Insurance Agreement” as defined in the Related Series Spread Account Agreement.

“Related Series Insurer Payment Amounts” means, with respect to each Related Series, any amounts due and payable to the Insurer under the Related Series Insurance Agreement.

“Related Series Requisite Amount Shortfall” means, with respect to each Related Series, after the twelfth distribution date for such Related Series, the excess, if any, of (a) the “Requisite Amount” as defined in the Related Series Spread Account Agreement (without giving effect to any increase in such amount due to any “Level I Trigger Event” or “Level II Trigger Event” as such terms are defined in the Related Series Spread Account Agreement) over (b) the amount on deposit in the Related Series Spread Account (after giving effect to any withdrawals therefrom or deposits therein, except for (i) deposits therein from the Spread Account or any other Related Series Spread Account or (ii) any other amounts deposited therein that, under the terms of the Related Series Spread Account Agreement, are excluded for purposes of determining whether the amount therein equals the “Requisite Amount” as defined in Related Series Spread Account Agreement).

“Related Series SSA” means, with respect to each Related Series, the “Sale and Servicing Agreement” as defined in the Related Series Spread Account Agreement.

“Related Series Spread Account” means, with respect to each Related Series, the “Spread Account” as defined in the Related Series Spread Account Agreement.

“Related Series Spread Account Agreement” means, with respect to each Related Series, the spread account agreement among the Insurer, the collateral agent for such Related Series and any other parties that may be a party thereto, together with any amendments or supplements thereto.

“Related Series Spread Account Claim Amount” means, with respect to each Related Series, the shortfall in the amount available in the Related Series Spread Account to pay the “Spread Account Claim Amount” as defined in the Related Series Spread Account Agreement.

“Requisite Amount” will equal the Spread Account Initial Deposit on the Closing Date, and thereafter, on each Distribution Date, the Requisite Amount shall be equal to 2.0% of the Original Pool Balance, provided, however, that (i) on each Distribution Date upon which a Level 1 Trigger Event has occurred and is continuing, and upon each Distribution Date thereafter (unless no Level 1 Trigger Event has occurred for three consecutive months) the Requisite Amount shall be equal to the greater of (x) 6.0% of the Outstanding Pool Balance or (y) 4.0% of the Original Pool Balance; and (ii) on each Distribution Date upon which a Level 2 Trigger Event has occurred and upon each Distribution Date thereafter, the Requisite Amount shall be equal to 100% of the Outstanding Pool Balance.

“Security Interests” means the security interests and Liens in the Spread Account Agreement Collateral granted pursuant to Section 2.01.

“Seller” means AFS SenSub Corp.

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

“Spread Account Agreement Collateral” has the meaning set forth in Section 2.01.

“Spread Account Claim Amount” has the meaning set forth in Section 1.1 of the Sale and Servicing Agreement.

“Trigger Event” means a Level 1 Trigger Event or a ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇.

“Trustee Termination Date” means the date which is the latest of the date on which (i) the Trustee shall have received, as Trustee for the holders of the Notes, payment and performance in full of all Trustee Issuer Secured Obligations and (ii) all payments in respect of the Notes shall have been made and the Indenture shall have been satisfied and discharged pursuant to the terms of Article IV of the Indenture.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code in effect in the relevant jurisdiction, as the same may be amended from time to time.

      Section 1.02. Other Definitional Provisions.

      Section 2.01. Grant of Security Interest by the Issuer. In order to secure the performance of Issuer Secured Obligations, to the extent provided herein, the Issuer hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Issuer Secured Parties, a lien on and security interest in (which lien and security interest is intended to be prior to all other Liens), all of its right, title and interest in and to the following (all being collectively referred to herein as the “Spread Account Agreement Collateral” and constituting Spread Account Agreement Collateral hereunder):

      Section 2.02. Priority. The Issuer intends the security interests in favor of the Issuer Secured Parties to be prior to all other Liens in respect of the Spread Account Agreement Collateral, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Spread Account Agreement Collateral including, without limitation, the filing of a UCC-1 financing statement relating to the Spread Account Agreement Collateral. Subject to the provisions hereof specifying the rights and powers of the Collateral Agent at the direction of the Controlling Party from time to time to control certain specified matters relating to the Spread Account Agreement Collateral, each Issuer Secured Party shall

      Section 2.03. Issuer Remains Liable. The Security Interests are granted as security only and shall not (i) transfer or in any way affect or modify, or relieve either the Issuer from, any obligation to perform or satisfy, any term, covenant, condition or agreement to be performed or satisfied by the Issuer under or in connection with this Agreement, the Insurance Agreement or any other Basic Documents to which it is a party or (ii) impose any obligation on any of the Issuer Secured Parties or the Collateral Agent to perform or observe any such term, covenant, condition or agreement or impose any liability on any of the Issuer Secured Parties or the Collateral Agent for any act or omission on its part relative thereto or for any breach of any representation or warranty on its part contained therein or made in connection therewith, except, in each case, to the extent provided herein and in the other Basic Documents.

      Section 2.04. Delivery and Maintenance of Spread Account Agreement Collateral.

      Section 2.05. Termination and Release of Rights.

      Section 2.06. Non-Recourse Obligations of Issuer. Notwithstanding anything herein or in the other Basic Documents to the contrary, the parties hereto agree that the obligations of the Issuer hereunder shall be recourse only to the extent of amounts released to the Issuer pursuant to Section 3.03(b)(ii) and retained by the Issuer in accordance with the next sentence. The Issuer agrees that it shall not declare or make any payment to the Seller or AmeriCredit except in accordance with the Basic Documents. Nothing contained herein shall be deemed to limit the rights of the Noteholders under any other Basic Document.

      Section 3.01. Establishment of Spread Account; Initial Deposit into Spread Account; Maintenance of Spread Account.

from time to time in the Spread Account and all investments made with such moneys shall be held by the Collateral Agent as part of the Spread Account Agreement Collateral.

      Section 3.02. Investments.

notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment is permitted to mature under the provisions hereof and (ii) demand payment of all amounts due thereunder promptly upon receipt of written notice from the Controlling Party to the effect that such investment does not constitute an Eligible Investment.

      Section 3.03. Payments; Priority of Payments.

      On such Distribution Date (and after giving effect to any deposits into the Spread Account in accordance with Section 3.07), the Collateral Agent shall deliver a certificate to the Trust Collateral Agent and the Insurer with respect to any Deficiency Notice and any Accelerated Payment Shortfall Notice, stating the amount, if any, to be distributed to the Trust Collateral Agent on that Distribution Date in respect of such Accelerated Payment Shortfall Amount and in respect of such Spread Account Claim Amount.

Date immediately following the Final Termination Date will be applied by the Collateral Agent in the following order of priority:

      Section 3.04. General Provisions Regarding Spread Account.

      Section 3.05. Reports by the Collateral Agent. The Collateral Agent shall report to the Issuer, the Insurer, the Trustee (unless the Trustee is the same party as the Collateral Agent), the Trust Collateral Agent and the Servicer, on a monthly basis no later than each Distribution Date, the amount on deposit in the Spread Account and the identity of the investments included therein as of the last day of the related Collection Period, and shall provide accountings of deposits into and withdrawals from the Spread Account, and of the investments made therein, upon the request of the Issuer, the Insurer or the Servicer.

      Section 3.06.     Cash Collateralized Receivables.

Balance on the immediately preceding Distribution Date, then the Servicer shall have the option of making a deposit into the Spread Account to prevent the occurrence of a Level 1 Trigger. If the Servicer elects to exercise such option, then on each Distribution Date the Servicer shall deposit into the Spread Account the amount necessary to maintain the Cash Collateral Deposit until such time as the Delinquency Ratio (without taking into account any reduction for Cash Collateralized Receivables) is at a level that does not violate the Level 1 Delinquency Test or Level 2 Delinquency Test. As of any date of determination, the “Cash Collateral Deposit” shall equal the greater of (x) the aggregate Principal Balance of 100% of the Receivables that are ninety (90) or more days past due or (y) the aggregate Principal Balance of the minimum amount of Delinquent Receivables necessary to reduce the Delinquency Ratio to a level that does not violate the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.

      Section 3.07. Cross-collateralization Provisions.

Related Series Spread Accounts to the Spread Account. If two or more Related Series Spread Accounts have funds available for transfer to the Spread Account pursuant to the Related Series Spread Account Agreements, amounts to be transferred to the Spread Account shall be allocated among such Related Series Spread Accounts pro rata based upon the funds available in such Related Series Spread Accounts for such transfers. Amounts received by the Collateral Agent from any Related Series Spread Account shall be deposited in the Spread Account and distributed in accordance with Section 3.03(b) or retained in the Spread Account, as applicable.

      Section 4.01. Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints ▇▇▇▇▇ Fargo Bank, National Association as the Collateral Agent with respect to the Spread Account Agreement Collateral, and ▇▇▇▇▇ Fargo Bank, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Spread Account Agreement Collateral, for the Issuer Secured Parties, to maintain custody and possession of such Spread Account Agreement Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Issuer Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act (and shall be completely protected in so acting) upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

      Section 4.02. Performance of Duties. The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the other Basic Documents to which the Collateral Agent is a party or as directed by the Controlling Party in accordance with this Agreement. The Collateral Agent shall not be required to take any discretionary actions hereunder except at the written direction and with indemnification satisfactory to it from the Controlling Party.

      Section 4.03. Limitation on Liability. Neither the Collateral Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Collateral Agent shall be liable for its negligence, bad faith or willful misconduct; nor shall the Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Agreement

      Section 4.04. Reliance upon Documents. In the absence of bad faith or negligence on its part, the Collateral Agent shall be entitled to rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

      Section 4.05. Successor Collateral Agent.

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

      Section 4.06. Indemnification. The Servicer shall indemnify the Collateral Agent, its directors, officers, employees and agents for, and hold the Collateral Agent, its directors, officers, employees and agents harmless against, any loss, liability or expense (including the costs and expenses of defending against any claim of liability) arising out of or in connection with the Collateral Agent’s acting as Collateral Agent hereunder, except such loss, liability or expense as shall result from the negligence, bad faith or willful misconduct of the Collateral Agent. The obligation of the Servicer under this Section 4.06 shall survive the termination of this Agreement and the resignation or removal of the Collateral Agent or the Servicer.

      Section 4.07. Compensation and Reimbursement. The Servicer agrees for the benefit of the Issuer Secured Parties to pay to the Collateral Agent, the Collateral Agent Fee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a collateral trustee) and to reimburse the Collateral Agent for any reasonable and out of pocket expenses (including reasonable legal fees and expenses but excluding any expenses resulting from the gross negligence, bad faith, or willful misconduct of the Collateral Agent) incurred in connection with the duties contemplated herein.

      Section 4.08. Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows:

and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

      Section 4.09. Waiver of Setoffs. The Collateral Agent hereby expressly waives any and all rights of set off that the Collateral Agent may otherwise at any time have under applicable law with respect to the Spread Account and agrees that amounts in the Spread Account shall at all times be held and applied solely in accordance with the provisions hereof.

      Section 4.10. Control by the Controlling Party. The Collateral Agent shall comply with notices and instructions given by the Issuer only if accompanied by the written consent of the Controlling Party, except that if any Default shall have occurred and be continuing, the Collateral Agent shall act upon and comply with notices and instructions given by the Controlling Party alone in the place and stead of the Issuer.

      Section 5.01. Preservation of Spread Account Agreement Collateral. Subject to the rights, powers and authorities granted to the Collateral Agent and the Controlling Party in this Agreement, the Issuer shall take such action as is necessary and proper with respect to the Spread Account Agreement Collateral in order to preserve and maintain such Spread Account Agreement Collateral and to cause (subject to the rights of the Issuer Secured Parties) the Collateral Agent to perform its obligations with respect to such Spread Account Agreement Collateral as provided herein including, without limitation, filing UCC-1s on the Spread Account and investments therein. The Issuer will do, execute, acknowledge and deliver, or cause to be

      Section 5.02. Notices. In the event that the Issuer acquires knowledge of the occurrence and continuance of any Insurance Agreement Event of Default or Event of Default under the Indenture or of any event of default or like event, howsoever described or called, under any of the Basic Documents, the Issuer shall immediately give notice thereof to the Collateral Agent and each Issuer Secured Party.

      Section 5.03. Waiver of Stay or Extension Laws; Marshalling of Assets. The Issuer covenants, to the fullest extent permitted by applicable law, that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption law wherever enacted, now or at any time hereafter in force, in order to prevent or hinder the enforcement of this Agreement or any absolute sale of the Spread Account Agreement Collateral or any part thereof, or the possession thereof by any purchaser at any sale under Article Seven; and the Issuer, to the fullest extent permitted by applicable law, for itself and all who may claim under it, hereby waives the benefit of all such laws, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted. The Issuer, for itself and all who may claim under it, waives, to the fullest extent permitted by applicable law, all right to have the Spread Account Agreement Collateral marshaled upon any foreclosure or other disposition thereof.

      Section 5.04. Noninterference, etc. The Issuer shall not (i) waive or alter any of its rights under the Spread Account Agreement Collateral (or any agreement or instrument relating thereto) without the prior written consent of the Controlling Party, (ii) fail to pay any tax, assessment, charge or fee levied or assessed against the Spread Account Agreement Collateral, or to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the Issuer’s right, title or interest in and to the Spread Account Agreement Collateral or the Collateral Agent’s lien on, and security interest in, the Spread Account Agreement Collateral for the benefit of the Issuer Secured Parties or (iii) take any action, or fail to take any action, if such action or failure to take action will interfere with the enforcement of any rights under the Basic Documents.

      Section 5.05. Issuer Changes

Section 6.01. Appointment of Controlling Party. From and after the Closing Date until the Insurer Termination Date, the Insurer shall be the Controlling Party and shall be entitled to exercise all the rights given the Controlling Party hereunder. From and after the Insurer Termination Date until the Trustee Termination Date, the Trustee shall be the Controlling Party. Notwithstanding the foregoing, in the event that an Insurer Default shall have occurred and be continuing, the Trustee shall be the Controlling Party until the applicable Trustee Termination Date. If prior to an Insurer Termination Date the Trustee shall have become the Controlling Party as a result of the occurrence of an Insurer Default and either such Insurer Default is cured or for any other reason ceases to exist or the Trustee Termination Date occurs, then upon such cure or other cessation or on such Trustee Termination Date, as the case may be, the Insurer shall, upon notice thereof being duly given to the Collateral Agent, again be the Controlling Party.

Section 6.02. Controlling Party’s Authority.

owner thereof, and (iv) to extend the time of payment of any or all thereof and to make any allowance or other adjustments with respect thereto.

Section 6.03. Rights of Issuer Secured Parties. With respect to the Notes and the related Spread Account Agreement Collateral, the Non-Controlling Party at any time expressly agrees that it shall not assert any rights that it may otherwise have, as an Issuer Secured Party with respect to the Spread Account Agreement Collateral, to direct the maintenance, sale or other disposition of the Spread Account Agreement Collateral or any portion thereof, notwithstanding the occurrence and continuance of any Default or any non-performance by the Issuer of any obligation owed to such Issuer Secured Party hereunder or under any other Basic Document, and each party hereto agrees that the Collateral Agent, at the direction of the Controlling Party shall be the only Person entitled to assert and exercise such rights.

Section 6.04. Degree of Care.

nonexistence of which shall be a condition to the exercise or enforcement of any right or remedy under this Agreement or any of the Basic Documents.

Section 7.01. Remedies upon a Default. If a Default has occurred, the Collateral Agent shall, at the written direction of the Controlling Party, take whatever action at law or in equity as may appear necessary or desirable in the judgment of the Controlling Party to collect and satisfy all Issuer Secured Obligations, including, but not limited to, foreclosure upon the Spread Account Agreement Collateral and all other rights available to secured parties under applicable law or to enforce performance and observance of any obligation, agreement or covenant under any of the Basic Documents.

Section 7.02. Waiver of Default. The Controlling Party shall have the sole right, to be exercised in its complete discretion, to waive any Default by a writing setting forth the terms, conditions and extent of such waiver signed by the Controlling Party and delivered to the Collateral Agent, the other Issuer Secured Party and the Issuer. Any such waiver shall be binding upon the Non-Controlling Party and the Collateral Agent. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

Section 7.03. Restoration of Rights and Remedies. If the Collateral Agent has instituted any proceeding to enforce any right or remedy under this Agreement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Collateral Agent, then and in every such case the Issuer, the Collateral Agent and each of the Issuer Secured Parties shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Issuer Secured Parties shall continue as though no such proceeding had been instituted.

Section 7.04. No Remedy Exclusive. No right or remedy herein conferred upon or reserved to the Collateral Agent, the Controlling Party or either of the Issuer Secured Parties is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise (but, in each case, shall be subject to the provisions of this Agreement limiting such remedies), and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Controlling Party, and the exercise of or the beginning of the exercise of any right or power or remedy shall

Section 8.01. Further Assurances. Each party hereto shall take such action and deliver such instruments to any other party hereto, in addition to the actions and instruments specifically provided for herein, as may be reasonably requested or required to effectuate the purpose or provisions of this Agreement or to confirm or perfect any transaction described or contemplated herein.

Section 8.02. Waiver. Any waiver by any party of any provision of this Agreement or any right, remedy or option hereunder shall only prevent and stop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Agreement by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect.

Section 8.03. Amendments; Waivers. No amendment, modification, waiver or supplement to this Agreement or any provision of this Agreement shall in any event be effective unless the same shall have been made or consented to in writing by each of the parties hereto and the Rating Agency Condition shall have been satisfied; provided, however, that, notwithstanding the foregoing, for so long as the Insurer shall be the Controlling Party, any amendments, modifications, waivers or supplements hereto, or to the Spread Account Agreement Collateral or Spread Account or to any requirement hereunder to deposit or retain any amounts in such Spread Account or to distribute any amounts therein as provided in Section 3.03 shall be effective if made or consented to in writing by the Insurer, the Issuer and the Collateral Agent (the consent of which shall not be withheld or delayed with respect to any amendment that does not adversely affect the Collateral Agent) but shall in no circumstances require the consent of the Trustee or the Noteholders.

Section 8.04. Severability. In the event that any provision of this Agreement or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Agreement shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Agreement, and the application of any such invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by the Collateral Agent, or any of the Issuer Secured Parties, hereunder is unavailable or unenforceable shall not affect in any way the ability of the Collateral Agent or any of the Issuer

Section 8.05. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, each of the parties hereto agrees that it shall not, prior to one year and one day after the Final Scheduled Distribution Date of the Class A-4 Notes and payment of all amounts due to the Insurer under the Insurance Agreement, acquiesce, petition or otherwise invoke or cause the Issuer or the Seller to invoke the process of the United States of America, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against the Issuer or the Seller under a Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, Trustee, custodian, sequestrator or other similar official of the Issuer or the Seller or all or any part of its respective property or assets or ordering the winding up or liquidation of the affairs of the Issuer or the Seller. The parties agree that damages will be an inadequate remedy for breach of this covenant and that this covenant may be specifically enforced.

Section 8.06. Notices. All notices, demands, certificates, requests and communications hereunder (“notices”) shall be in writing and shall be effective (a) upon receipt when sent through the U.S. mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, (b) one Business Day after delivery to an overnight courier, (c) on the date personally delivered to an Authorized Officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

      A copy of each notice given hereunder to any party hereto shall also be given to (without duplication) the Insurer, the Issuer, the Trustee, the Trust Collateral Agent and the Collateral Agent. Each party hereto may, by notice given in accordance herewith to each of the other parties hereto, designate any further or different address to which subsequent notices shall be sent.

      Section 8.07. Term of this Agreement. This Agreement shall take effect on the Closing Date and shall continue in effect until the Distribution Date occurring immediately following the Final Termination Date. On the Distribution Date occurring immediately following the Final Termination Date and after giving effect to any withdrawals pursuant to Section 3.03, this Agreement shall terminate, all obligations of the parties hereunder shall cease and terminate and the Spread Account Agreement Collateral, if any, held hereunder and not to be used or applied in discharge of any obligations of the Issuer in respect of the Issuer Secured Obligations or otherwise under this Agreement, shall be released to and in favor of the Issuer; provided that the provisions of Sections 4.06, 4.07 and 8.05 shall survive any termination of this Agreement and the release of any Spread Account Agreement Collateral upon such termination.

      Section 8.08. Assignments; Third-Party Rights; Reinsurance.

      (a) This Agreement shall be a continuing obligation of the parties hereto and shall (i) be binding upon the parties and their respective successors and assigns, and (ii) inure to the benefit of and be enforceable by each Issuer Secured Party and the Collateral Agent, and by their respective successors, transferees and assigns. The Issuer may not assign this Agreement, or delegate any of its duties hereunder, without the prior written consent of the Controlling Party.

      (b) The Insurer shall have the right to give participations in its rights under this Agreement and to enter into contracts of reinsurance with respect to the Note Policy issued in connection with the Notes, upon such terms and conditions as the Insurer in its discretion determines, and each such participant or reinsurer shall be entitled to the benefit of any representation, warranty, covenant and obligation of each party (other than the Insurer) hereunder as if such participant or reinsurer was a party hereto and, subject only to such agreement regarding such reinsurance or participation, shall have the right to enforce the obligations of each such other party directly hereunder; provided, however, that no such reinsurance or participation agreement or arrangement shall relieve the Insurer of its obligations hereunder, under the Basic Documents to which it is a party or under the Note Policy. In addition, nothing contained herein shall restrict the Insurer from assigning to any Person pursuant to any liquidity facility or credit facility any rights of the Insurer under this Agreement or with respect to any real or personal property or other interests pledged to the Insurer, or in which the Insurer has a security interest, in connection with the transactions contemplated hereby.

      Section 8.09. Consent of Controlling Party. In the event that the Controlling Party’s consent is required under the terms hereof or under the terms of any Basic Document, it is understood and agreed that, except as otherwise provided expressly herein, the determination

      Section 8.10. Consents to Jurisdiction. Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, any court in the state of New York located in the city and county of New York, and any appellate court from any thereof, in any action, suit or proceeding brought against it and related to or in connection with this Agreement, the other Basic Documents or the transactions contemplated hereunder or thereunder or for recognition or enforcement of any judgment and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such suit or action or proceeding may be heard or determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. To the extent permitted by applicable law, each of the parties hereby waives and agrees not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or any of the other Basic Documents or the subject matter hereof or thereof may not be litigated in or by such courts. The Issuer hereby irrevocably appoints and designates ▇▇▇▇▇ Fargo Bank, National Association, as its true and lawful attorney and duly authorized agent for acceptance of service of legal process relating hereto. The Issuer agrees that service of such process upon such Person shall constitute personal service of such process upon it. Subject to Section 8.05, nothing contained in this Agreement shall limit or affect the rights of any party hereto to serve process in any other manner permitted by law or to start legal proceedings relating to any of the Basic Documents against the Issuer or its property in the courts of any jurisdiction.

      Section 8.11. Determination of Adverse Effect. Any determination of an adverse effect on the interest of the Issuer Secured Parties or the Noteholders shall be made without consideration of the availability of funds under the Note Policy.

      Section 8.12. Headings. The headings of articles, sections and paragraphs and the Table of Contents contained in this Agreement are provided for convenience only. They form no part of this Agreement and shall not affect its construction or interpretation.

      Section 8.13. TRIAL BY JURY WAIVED. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO

      Section 8.14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section 8.15. Counterparts. This Agreement may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

      Section 8.16. Limitation of Liability.

      [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]

      IN WITNESS WHEREOF, the parties hereto have executed this Spread Account Agreement as of the date set forth on the first page hereof.

      For purposes of the Spread Account Agreement dated as of August 23, 2004 (as amended, the “Agreement”) among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2004-C-A, as issuer, AMBAC ASSURANCE CORPORATION, as insurer (the Insurer”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as trustee, as trust collateral agent and as collateral agent (in such capacity, the “Collateral Agent”), the Insurer hereby notifies the Collateral Agent that the transaction described below is a Related Series (as defined in the Agreement).

      Related Series: [DESCRIBE TRANSACTION]

      Related Series Collateral Agent: [INSERT NAME AND NOTICE ADDRESS OF RELATED SERIES COLLATERAL AGENT].

      Related Series Spread Account Agreement: [Spread Account Agreement dated as of __________, 20___ among the Insurer, _____________, as issuer, and ______________, as trustee, trust collateral agent and collateral agent].

      This notice is dated as of __________, 20___.