SPREAD ACCOUNT AGREEMENT

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 WELLS 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 Wells 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 Wells 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).

“ Level 2 Cumulative Net 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: Level 2 Cumulative Net 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 Level 2 Trigger Event.

“ 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.