INSURANCE AGREEMENT

Insurance Agreement

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AFS SENSUB CORP | AMERICREDIT FINANCIAL SERVICES, INC | WELLS FARGO BANK, NATIONAL ASSOCIATION | Wilmington Trust Company | XL CAPITAL ASSURANCE INC

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Title: INSURANCE AGREEMENT
Governing Law: New York Date: 2/8/2005
Law Firm: Richards Layton;Dewey Ballantine

Search Insurance Agreement by:

Insurance Agreement

Exhibit 10.3

EXECUTION COPY

XL CAPITAL ASSURANCE INC.,

as Insurer

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X,

as Issuer

AMERICREDIT FINANCIAL SERVICES, INC.

Individually, as Custodian and as Servicer

AFS SENSUB CORP.,

as Seller

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee, as Trust Collateral Agent, as Collateral Agent and as Backup Servicer,

INSURANCE AGREEMENT

$900,000,000

AmeriCredit Automobile Receivables Trust 2005-A-X

Automobile Receivables Backed Notes

$164,000,000 Class A-1 Notes

$258,000,000 Class A-2 Notes

$277,000,000 Class A-3 Notes

$201,000,000 Class A-4 Notes

Dated as of January 27, 2005

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS


Section 2.01.	Representation and Warranties of AmeriCredit, the Servicer, the Seller and the Custodian.	6
Section 2.02.	Affirmative Covenants of the Servicer, AmeriCredit, the Seller and the Custodian.	10
Section 2.03.	Negative Covenants of AmeriCredit, the Servicer, the Seller and the Custodian.	18
Section 2.04.	Representations and Warranties of the Issuer.	20
Section 2.05.	Affirmative Covenants of the Issuer.	23
Section 2.06.	Negative Covenants of the Issuer.	26
Section 2.07.	Representations, Warranties and Covenants of the Trustee, the Trust Collateral Agent, the Collateral Agent and the Backup Servicer.	27

	ARTICLE III

	THE POLICIES; REIMBURSEMENT

Section 3.01.	Issuance of the Note Policy.	30
Section 3.02.	Payment of Fees and Premium.	33
Section 3.03.	Reimbursement and Additional Payment Obligation.	33
Section 3.04.	Indemnification; Limitation of Liability	36
Section 3.05.	Payment Procedure	38

	ARTICLE IV

	FURTHER AGREEMENTS

Section 4.01.	Effective Date; Term of the Insurance Agreement	39
Section 4.02.	Further Assurances and Corrective Instruments.	39
Section 4.03.	Obligations Absolute.	39
Section 4.04.	Assignments; Reinsurance; Third-party Rights	41
Section 4.05.	Liability of the Insurer	42
Section 4.06.	Parties Will Not Institute Insolvency Proceedings	42
Section 4.07.	Trustee, Custodian, Trust Collateral Agent, Collateral Agent, Backup Servicer, Seller, Issuer and Servicer To Join in Enforcement Action.	42


Section 4.08.	Subrogation	43
Section 4.09.	Insurer’s Rights Regarding Actions, Proceedings or Investigations	43

	ARTICLE V

	DEFAULTS; REMEDIES

Section 5.01.	Defaults	44
Section 5.02.	Remedies; No Remedy Exclusive	47
Section 5.03.	Waivers	47

	ARTICLE VI

	MISCELLANEOUS

Section 6.01.	Amendments, Etc.	48
Section 6.02.	Notices	48
Section 6.03.	Severability.	49
Section 6.04.	Governing Law.	50
Section 6.05.	Consent to Jurisdiction	50
Section 6.06.	Consent of the Insurer	50
Section 6.08.	Headings	51
Section 6.09.	Trial by Jury Waived	51
Section 6.10.	Limited Liability	51
Section 6.11.	Entire Agreement	51
Section 6.12.	No Partnership	51

INSURANCE AGREEMENT

INSURANCE AGREEMENT (this “Insurance Agreement”), dated as of January 27, 2005 by and among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-A-X, as Issuer (the “Issuer”), AFS SENSUB CORP., as Seller (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., individually (“AmeriCredit”) and in its capacity as Servicer under the Sale and Servicing Agreement described below (together with its permitted successors and assigns, the “Servicer”) and as Custodian (the “Custodian”), XL CAPITAL ASSURANCE INC. (the “Insurer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee (the “Trustee”), as Trust Collateral Agent (the “Trust Collateral Agent” ), as Collateral Agent (the “Collateral Agent”) and as Backup Servicer (the “Backup Servicer”).

WHEREAS, the Indenture dated as of January 27, 2005 relating to AmeriCredit Automobile Receivables Trust 2005-A-X Automobile Receivables Asset Backed Notes, $164,000,000 Class A-1 Notes, $258,000,000 Class A-2 Notes, $277,000,000 Class A-3 Notes and $201,000,000 Class A-4 Notes, (the “Obligations”), between the Issuer, the Trustee and the Trust Collateral Agent (the “Indenture”) provides for, among other things, the issuance of asset backed notes representing debt obligations secured by the collateral pledged thereunder and the Insurer has agreed to issue a financial guarantee insurance policy (the “Note Policy”) that guarantees certain payments on such notes; and

WHEREAS, the Insurer shall be paid an insurance premium pursuant to the Sale and Servicing Agreement and the details of such premium are set forth herein; and

WHEREAS, AmeriCredit, the Servicer, the Custodian, the Seller and the Issuer have undertaken certain obligations in consideration of the Insurer’s issuance of the Note Policy;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The terms defined in this Article I shall have the meanings provided herein for all purposes of this Insurance Agreement, unless the context clearly requires otherwise, in both singular and plural form, as appropriate. Unless the context clearly requires otherwise, all capitalized terms used herein and not otherwise defined in this Article I shall have the meanings assigned to them in the Sale and Servicing Agreement or the Indenture, as applicable. All words used herein shall be construed to be of such gender or number as the circumstances require. This “Insurance Agreement” shall mean this Insurance Agreement as a whole and as the same may, from time to time hereafter, be amended, supplemented or modified. The words “herein,” “hereby,” “hereof,” “hereto,” “hereinabove” and “hereinbelow,” and words of similar import, refer to this Insurance Agreement as a whole and not to any particular paragraph, clause or other subdivision hereof, unless otherwise specifically noted.

“Business Day” means any day other than (a) a Saturday or a Sunday (b) a day on which the Insurer is closed or (c) a day on which banking institutions in New York City, Fort Worth, Texas, Minneapolis, Minnesota or in the city in which the corporate trust office of the Trustee under the Indenture is located are authorized or obligated by law or executive order to close.

“Code” means the Internal Revenue Code of 1986, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Collateral Agent” means Wells Fargo Bank, National Association, a national banking association, as collateral agent under the Spread Account Agreement, and any successor to the collateral agent under the Spread Account Agreement.

“Commission” means the Securities and Exchange Commission.

“Corporate Liquidity Pool” means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest; provided, that “Corporate Liquidity Pool” shall not include any restricted cash balances.

“Date of Issuance” means the date on which the Note Policy is issued as specified therein.

“Default” means any event which results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.

“EBITDA” means, with respect to AmeriCredit Corp., GAAP earnings before interest, taxes, depreciation, and amortization.

“Financial Statements” means, with respect to AmeriCredit Corp., the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.

“Indemnification Agreement” means the Indemnification Agreement dated as of January 26, 2005 among the Insurer, AmeriCredit and Wachovia Capital Markets, LLC, as Representative of the Underwriters.

“Indenture” means the Indenture dated January 27, 2005 between the Issuer, the Trust Collateral Agent and the Trustee as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Insolvency Law” means any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors.

“Insurance Agreement Event of Default” means any event of default specified in Section 5.01 hereof.

“Insurer Default” has the meaning set forth in the Sale and Servicing Agreement.

“Interest Expense” means with respect to AmeriCredit Corp. and for any period, AmeriCredit Corp.’s interest expense during such period for money borrowed (exclusive of any such interest expense on any “off-balance sheet” securitizations or warehouse facilities), calculated in accordance with GAAP.

“Investment Company Act” means the Investment Company Act of 1940, including, unless the context otherwise requires, the rules and regulations thereunder, as amended.

“Issuer Secured Parties” has the meaning set forth in the Indenture.

“Late Payment Rate” means the lesser of (a) the greater of (i) the Prime Rate plus 2% from time to time (any change in such rate of interest to be effective on the date such change is published) and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of a 360 day year for the actual number of days elapsed for such period. The Late Payment Rate shall be calculated by the Insurer and evidenced by a certificate of the Insurer delivered to the Trustee.

“Liabilities” shall have the meaning ascribed to such term in Section 3.04(a) hereof.

“Lien” means, as applied to the property or assets (or the income or profits therefrom) of any Person, in each case whether the same is consensual or nonconsensual or arises by contract, operation of law, legal process or otherwise: (a) any mortgage, lien, pledge, hypothecation, assignment, deposit arrangement, preference priority or other security agreement of preferential arrangement, attachment, charge, lease, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind; or (b) any arrangement, express or implied, under which such property or assets are transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person.

“Losses” means (a) any actual out-of-pocket loss paid by the Insurer or its respective parents, subsidiaries and affiliates or any shareholder, director, officer, employee, agent or any “controlling person” (as such term is used in the Securities Act) of any of the foregoing and (b) any actual out-of-pocket costs and expenses paid by such party, including reasonable fees and expenses of its counsel, to the extent not paid, satisfied or reimbursed from funds provided by any other Person (provided that the foregoing shall not create or imply any obligation to pursue recourse against any such other Person).

“Material Adverse Change” means, in respect of any Person, a material adverse change in (a) the business, financial condition, results of operations or properties of such Person or (b) the ability of such Person to perform its obligations under any of the Transaction Documents.

“Moody’s” means Moody’s Investors Service, a Delaware corporation, and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by the Insurer.

“Obligor” means the original obligor under each Receivable, including any guarantor of such obligor and their respective successors.

“Offering Document” means the Prospectus dated January 7, 2005 and the Prospectus Supplement thereto dated January 26, 2005 of the Issuer in respect of the Obligations (and any amendment or supplement thereto) and any other offering document in respect of the Obligations prepared by AmeriCredit, the Servicer, the Seller or the Issuer that makes reference to the Note Policy.

“Opinion Facts and Assumptions” means the facts and assumptions contained in the insolvency opinion dated February 3, 2005 by Dewey Ballantine LLP and the officer’s certificates attached as exhibits thereto insofar as they relate to the Seller, the Issuer and AmeriCredit.

“Owner Trustee” means Wilmington Trust Company, a Delaware banking corporation, as Owner Trustee under the Trust Agreement, and any successor Owner Trustee under the Trust Agreement.

“Person” means an individual, joint stock company, trust, unincorporated association, joint venture, corporation, business or owner trust, limited liability company, partnership or other organization or entity (whether governmental or private).

“Premium” means the premium payable in accordance with Section 3.02 hereof.

“Premium Letter” means the Premium Letter Agreement among the Insurer, AmeriCredit, the Issuer, the Trustee and the Trust Collateral Agent dated January 27, 2005.

“Prime Rate” means the fluctuating rate of interest as published from time to time in the New York, New York edition of The Wall Street Journal, under the caption “Money Rates” as the “prime rate”. The Prime Rate shall change when and as such published prime rate changes.

“Purchase Agreement” means the Purchase Agreement dated as of January 27, 2005, between the Seller and AmeriCredit, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of January 27, 2005 between the Issuer, the Seller, the Servicer, the Backup Servicer and the Trust Collateral Agent as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Securities Act” means the Securities Act of 1933, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Security Documents” means the Indenture, the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement and any ancillary documents executed or filed to evidence or perfect the security interest of the Trust Collateral Agent for the benefit of the Issuer Secured Parties.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated by the Insurer.

“Tangible Net Worth” means, with respect to any Person, the net worth of such Person calculated in accordance with GAAP, after subtracting therefrom the aggregate amount of such Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents, trademarks, copyrights and service marks.

“Term of the Insurance Agreement” shall be determined as provided in Section 4.01 hereof.

“Transaction” means the transactions contemplated by the Transaction Documents, including the transactions described in the Transaction Documents.

“Transaction Documents” means this Insurance Agreement, the Indemnification Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Underwriting Agreement, the Custodian Agreement, the LockBox Agreement, the Premium Letter, the Spread Account Agreement and the Obligations.

“Trust Agreement” means the Amended and Restated Trust Agreement dated as of January 27, 2005 between the Seller and the Owner Trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Trust Collateral Agent” means Wells Fargo Bank, National Association, a national banking association, as trust collateral agent under the Indenture, and any successor to the Trust Collateral Agent under the Indenture.

“Trustee” means Wells Fargo Bank, National Association, a national banking association, as Trustee under the Indenture, and any successor Trustee under the Indenture.

“Trust Indenture Act” means the Trust Indenture Act of 1939, including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.

“Underwriters” means Wachovia Capital Markets, LLC, JP Morgan Securities Inc., and Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., and Lehman Brothers Inc.

“Underwriting Agreement” means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the Obligations, as the same may be amended from time to time.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 2.01. Representation and Warranties of AmeriCredit, the Servicer, the Seller and the Custodian. AmeriCredit, the Servicer, the Seller and the Custodian represent, warrant and covenant as of the Date of Issuance, each as to those matters relating to itself, as follows:

(a) Due Organization and Qualification. AmeriCredit, the Servicer, the Seller and the Custodian is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of AmeriCredit, the Servicer, the Seller and the Custodian is duly qualified to do business, is in good standing and has obtained all licenses, permits, charters, registrations and approvals (together, “approvals”) necessary for the conduct of its business as currently conducted and as described in the Offering Document and the performance of its obligations under the Transaction Documents in each jurisdiction in which the failure to be so qualified or to obtain such approvals would render any Transaction Document unenforceable in any respect or would have a material adverse effect upon the Transaction, the Owners or the Insurer.

(b) Power and Authority. Each of the Servicer, the Seller and the Custodian has all necessary power and authority to conduct its business as currently conducted and, as described in the Offering Document, to execute, deliver and perform its obligations under the Transaction Documents and to consummate the Transaction.

(c) Due Authorization. The execution, delivery and performance of the Transaction Documents by AmeriCredit, the Servicer, the Seller and the Custodian have been duly authorized by all necessary action and do not require any additional approvals or consents of, or other action by or any notice to or filing with, any Person, including, without limitation, any governmental entity or the Servicer’s, AmeriCredit’s, the Seller’s or the Custodian’s stockholders, which have not previously been obtained or given by the Servicer, AmeriCredit, the Seller or the Custodian.

(d) Noncontravention. None of the execution and delivery of the Transaction Documents by AmeriCredit, the Servicer, the Seller or the Custodian, the consummation of the transactions contemplated thereby or by the Offering Document or the satisfaction of the terms and conditions of the Transaction Documents:

(i) conflicts with or results in any breach or violation of any provision of the organizational documents of the Servicer, AmeriCredit, the Seller or the Custodian or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Servicer, AmeriCredit, the Seller or the Custodian or any of their material properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over the Servicer, AmeriCredit, the Seller or the Custodian;

(ii) constitutes a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) by the Servicer, AmeriCredit, the Seller or the Custodian under or a breach of any provision of any loan agreement, mortgage, indenture or other agreement or instrument to which the Servicer, AmeriCredit, the Seller or the Custodian is a party or by which any of its or their respective properties, which are individually or in the aggregate material to the Servicer, AmeriCredit, the Seller or the Custodian, is or may be bound or affected; or

(iii) results in or requires the creation of any lien upon or in respect of any assets of the Servicer, AmeriCredit, the Seller or the Custodian, except as contemplated by the Transaction Documents.

(e) Legal Proceedings. There is no action, proceeding or investigation by or before any court, governmental or administrative agency or arbitrator against or affecting the Servicer, AmeriCredit, the Seller, the Custodian or any of its or their subsidiaries, or any properties or rights of the Servicer, AmeriCredit, the Seller, the Custodian or any of its or their subsidiaries, pending or, to the Servicer’s, AmeriCredit’s, the Seller’s or the Custodian’s knowledge after reasonable inquiry, threatened, which in any case could reasonably be expected to result in a Material Adverse Change with respect to AmeriCredit, the Servicer, the Seller or Custodian.

(f) No Defaults. Each of the Servicer, AmeriCredit, the Seller and the Custodian is not in default under or with respect to any of its respective contractual obligations in any respect which could have a material adverse effect on the rights, interests or remedies of the Insurer hereunder or under the other Transaction Documents or on its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party. No Default has occurred and is continuing.

(g) Valid and Binding Obligations. The Obligations, when executed, authenticated and issued in accordance with the Indenture, and the Transaction Documents (other than the Obligations), when executed and delivered by the Servicer, the Seller AmeriCredit, and the Custodian, will constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian and the Trust, as applicable, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles and public policy considerations as to rights of indemnification for violations of federal securities laws. None of the Servicer, AmeriCredit, the Seller or the Custodian will at any time in the future deny that the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian or the Trust, as applicable.

(h) No Consents. No consent, license, approval or authorization from, or registration, filing or declaration with, any regulatory body, administrative agency, or other governmental instrumentality, nor any consent, approval, waiver or notification of any creditor, lessor or other nongovernmental person, is required in connection with the execution, delivery and performance by each of the Servicer, AmeriCredit, the Seller and the Custodian of any of the Transaction Documents to which it is a party, except (in each case) such as have been obtained and are in full force and effect or the failure of which to be obtained could not reasonably be expected to result in a Material Adverse Change with respect to the Servicer, AmeriCredit, the Seller, the Custodian, or the Transaction.

(i) Financial Statements. The Financial Statements of AmeriCredit Corp., copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp., as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as to interim statements to normal year-end adjustments). Since the date of the most recent Financial Statements, there has been no Material Adverse Change in respect of AmeriCredit Corp., the Custodian, AmeriCredit, the Seller or the Servicer. Except as disclosed in the Financial Statements, AmeriCredit Corp., the Custodian, AmeriCredit, the Seller and the Servicer are not subject to any contingent liabilities or commitments that, individually or in the aggregate, have a material possibility of causing a Material Adverse Change in respect of AmeriCredit Corp., the Custodian, AmeriCredit, the Seller and the Servicer.

(j) Compliance With Law, Etc. No practice, procedure or policy employed, or proposed to be employed, by the Servicer, AmeriCredit, the Seller or the Custodian in the conduct of its business violates any law, regulation, judgment, agreement, order or decree applicable to any of them that, if enforced, could reasonably be expected to result in a Material Adverse Change with respect to the Servicer, AmeriCredit, the Seller or the Custodian. The Servicer, AmeriCredit, the Seller and the Custodian are not in breach of or in default under any applicable law or administrative regulation of its respective jurisdiction of organization, or any department, division, agency or instrumentality thereof or of the United States or any applicable judgment or decree or any loan agreement, note, resolution, certificate, agreement or other instrument to which the Servicer, AmeriCredit, the Seller or the Custodian is a party or is otherwise subject which, if enforced, would have a material adverse effect on the ability of the Servicer, AmeriCredit, the Seller or the Custodian, as the case may be, to perform its respective obligations under the Transaction Documents.

(k) Taxes. The Servicer, AmeriCredit, the Seller and the Custodian and the Servicer’s, AmeriCredit’s, the Seller’s and the Custodian’s parent company or companies have filed prior to the date hereof all federal and state tax returns that are required to be filed and paid all taxes, including any assessments received by them that are not being contested in good faith, to the extent that such taxes have become due.

(l) Accuracy of Information. None of the Transaction Documents, the Offering Document or any documents, agreements, instruments, schedules, certificates, statements, cash flow schedules, number runs or other writings or data relating to the Receivables, the operations of the Servicer, AmeriCredit, the Seller or the Custodian (including servicing or origination of loans) or the financial condition of the Servicer, AmeriCredit, the Seller or the Custodian (collectively, the “Documents”), as amended, supplemented or superseded, furnished to the Insurer by the Servicer, AmeriCredit, the Seller or the Custodian contains any statement of a material fact by the Servicer, AmeriCredit, the Seller or the Custodian which was untrue or misleading in any material adverse respect when made. None of the Servicer, AmeriCredit, the Seller or the Custodian has any knowledge of circumstances that could reasonably be expected to cause a Material Adverse Change with respect to the Servicer, AmeriCredit, the Seller or the Custodian. Since the furnishing of the Documents, there has been no change or any development or event involving a prospective change known to the Servicer, AmeriCredit, the Seller or the Custodian that would render any of the Documents untrue or misleading in any material respect.

(m) Compliance With Securities Laws. The offer and sale of the Obligations comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws. Without limitation of the foregoing, the Offering Document does not contain any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made with respect to the information in the Offering Document set forth under the headings “THE POLICY” and “THE INSURER” or the consolidated financial statements of the Insurer incorporated by reference in the Offering Document. Each of the Transaction Documents conforms in all material respects to the representative descriptions thereof, if any, contained in the Offering Document. Neither the offer nor the sale of the Obligations has been or will be in violation of the Securities Act or any other federal or state securities laws. None of the Trust, the Trust Agreement or the Indenture is required to be registered as an “investment company” under the Investment Company Act.

(n) Transaction Documents. Each of the representations and warranties of the Servicer, AmeriCredit, the Seller and the Custodian contained in the Transaction Documents is true and correct in all material respects, and the Servicer, AmeriCredit, the Seller and the Custodian hereby make each such representation and warranty to, and for the benefit of, the Insurer as if the same were set forth in full herein.

(o) Solvency; Fraudulent Conveyance. The Servicer, AmeriCredit, the Seller and the Custodian are solvent and will not be rendered insolvent by the Transaction and, after giving effect to the Transaction, none of the Servicer, AmeriCredit, the Seller or the Custodian will be left with an unreasonably small amount of capital with which to engage in its business, nor does the Servicer, AmeriCredit, the Seller or the Custodian intend to incur, or believe that it has incurred, debts beyond its ability to pay as they mature. None of the Servicer, AmeriCredit, the Seller or the Custodian contemplates the

commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Servicer, AmeriCredit, the Seller or the Custodian or any of their assets. The amount of consideration being received by the Issuer upon the sale of the Obligations to the Underwriter constitutes reasonably equivalent value and fair consideration for the interest in the Receivables securing the Obligations. AmeriCredit is not transferring the Receivables to the Seller, the Seller is not transferring the Receivables to the Issuer, the Issuer is not pledging the Receivables to the Trustee and the Issuer is not selling the Obligations to the Underwriter, as provided in the Transaction Documents, with any intent to hinder, delay or defraud any of the Seller’s, AmeriCredit’s or the Custodian’s creditors.

(p) Principal Place of Business.

(i) The principal place of business of AmeriCredit, the Servicer and the Custodian is located in Fort Worth, Texas and AmeriCredit, the Servicer and the Custodian are each a corporation organized under the laws of the State of Delaware. “AmeriCredit Financial Services, Inc.” is the correct legal name of AmeriCredit, the Servicer and the Custodian indicated on the public records of AmeriCredit’s, the Servicer’s and the Custodian’s jurisdiction of organization which shows AmeriCredit, the Servicer and the Custodian to be organized.

(ii) The principal place of business of the Seller is located in Las Vegas, Nevada and the Seller is a corporation organized under the laws of the State of Nevada. “AFS SenSub Corp.” is the correct legal name of the Seller indicated on the public records of the Seller’s jurisdiction of organization which shows the Seller to be organized.

(q) Opinion Facts and Assumptions. The Opinion Facts and Assumptions insofar as they relate to the Seller and AmeriCredit are true and correct as of the Date of Issuance.

Section 2.02. Affirmative Covenants of the Servicer, AmeriCredit, the Seller and the Custodian. The Servicer, AmeriCredit, the Seller and the Custodian hereby agree that during the Term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:

(a) Compliance With Agreements and Applicable Laws. The Servicer, AmeriCredit, the Seller and the Custodian shall not be in default under the Transaction Documents and shall comply with all material requirements of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award (including, without limitation, any fiscal and accounting rule or regulation and any foreign or domestic law, rule or regulation) applicable to it. None of the Servicer, AmeriCredit, the Seller or the Custodian shall agree to any amendment to or modification of the terms of any Transaction Documents unless the Insurer shall have given its prior written consent. In addition, each of the Servicer, AmeriCredit, the Seller and the Custodian shall provide the

Insurer with written notice promptly upon becoming aware of any breach by it of any provision of any Transaction Document; and to the extent any action is to be taken by the Servicer, AmeriCredit, the Seller or the Custodian under any Transaction Document to which it is a party at the direction of the Insurer, the Servicer, AmeriCredit, the Seller or the Custodian shall promptly take such action in accordance with such direction.

(b) Corporate Existence. The Servicer, its successors and assigns, AmeriCredit, its successors and assigns, the Seller, its successors and assigns and the Custodian, its successors and assigns shall maintain their corporate or statutory trust existence and shall at all times continue to be duly organized under the laws of their respective jurisdictions of organization and duly qualified and duly authorized (as described in section 2.01(a), (b) and (c) hereof) and shall conduct its business in accordance with the terms of its certificate or articles of incorporation, bylaws and organizational documents.

(c) Financial Statements; Accountants’ Reports; Other Information. The Servicer, AmeriCredit, the Seller and the Custodian shall keep or cause to be kept in reasonable detail books and records of account of their assets and business, including, but not limited to, books and records relating to the Transaction. The Servicer and the Seller shall furnish or cause to be furnished to the Insurer:

(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders’ equity and cash flows for such fiscal year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp.’s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(e) hereof.

(ii) Quarterly Financial Statements. As soon as available, and in any event within 60 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp., the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows for such fiscal quarter, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by the certificate specified in Section 2.02(e) hereof.

(iii) Initial and Continuing Reports. On or before the Closing Date, the Servicer will provide the Insurer a copy of the magnetic tape to be delivered to the

Trustee, the Trust Collateral Agent and the Backup Servicer on the Closing Date, setting forth, as to each Receivable, the information (as of the close of business on the prior day) required under the definition of “Schedule of Receivables” at Section 1.1 of the Sale and Servicing Agreement. Thereafter, the Servicer shall deliver to the Insurer the reports required by Section 4.9 of the Sale and Servicing Agreement pursuant to the terms of Section 4.9 of the Sale and Servicing Agreement.

(iv) Computer Diskette. Upon request of the Insurer, the Servicer will deliver to the Insurer on a quarterly basis a computer diskette containing a summary of the information provided to the Insurer pursuant to clause (iii) of this Section 2.02(c) and also containing information similar to the information provided in the Schedule of Receivables and the Supplements delivered to the Collateral Agent pursuant to the Sale and Servicing Agreement and described in Schedule A of the Sale and Servicing Agreement.

(v) Certain Information. Upon the reasonable request of the Insurer, the Servicer and the Seller shall promptly provide copies of any requested proxy statements, financial statements, reports and registration statements which the Servicer or the Seller files with, or delivers to, the Commission or any national securities exchange.

(vi) Other Information. Promptly upon receipt thereof, copies of all schedules, financial statements or other similar reports delivered to or by the Servicer, the Seller or the Custodian pursuant to the terms of the Transaction Documents and, promptly upon request, such other data as the Insurer may reasonably request.

All financial statements specified in clause (i) of this Section 2.02(c) shall be furnished in consolidated form for AmeriCredit Corp. and all its subsidiaries in the event AmeriCredit Corp. shall consolidate its financial statements with its subsidiaries.

The Insurer agrees that it and its agents, accountants and attorneys shall keep confidential all financial statements, reports and other information delivered by the Servicer pursuant to this Section 2.02(c) to the extent provided in Section 2.02(f) hereof.

(d) Monthly Compliance Certificate. The Servicer shall deliver to the Insurer, on the 25th day of each month and if such day is not a Business Day then on the next Business Day a certificate signed by an officer of AmeriCredit:

(i) stating the most recent EBITDA, Interest Expense, and Tangible Net Worth for AmeriCredit Corp.,

(ii) stating the amount of committed and in good standing warehouse facilities maintained by AmeriCredit,

(iii) listing each of the Insurance Agreement Events of Default and indicating whether or not each Insurance Agreement Event of Default has occurred, and

(iv) stating the three month rolling average recovery rate used in calculating the Minimum Sales Price with respect to Sold Receivables for the prior month and stating the Minimum Sales Price with respect all Sold Receivables sold during the prior month; and

(v) identifying (A) the aggregate principal balance of all Receivables purchased by the Servicer or by the Seller on the related Accounting Date, (B) the aggregate principal balance of all Receivables which became Liquidated Receivables during the related Collection Period or (C) the aggregate principal balance of all Receivables which were paid in full during the related Collection Period.

(e) Compliance Certificate. AmeriCredit, the Servicer and the Seller shall deliver to the Insurer, concurrently with the delivery of the financial statements required pursuant to Section 2.02(c)(i) and (ii) hereof, one or more certificates signed by an officer of AmeriCredit, an officer of the Servicer and an officer of the applicable Seller authorized to execute such certificates on behalf of AmeriCredit, the Servicer and the Seller stating that:

(i) a review of the Servicer’s performance under the Transaction Documents during such period has been made under such officer’s supervision;

(ii) to the best of such individual’s knowledge following reasonable inquiry, no Default or Insurance Agreement Event of Default has occurred or, if a Default or Insurance Agreement Event of Default has occurred, specifying the nature thereof and, if the Servicer has a right to cure pursuant to Section 9.1 of the Sale and Servicing Agreement, stating in reasonable detail (including, if applicable, any supporting calculations) the steps, if any, being taken by the Servicer to cure such Default or Insurance Agreement Event of Default or to otherwise comply with the terms of the agreement to which such Default or Insurance Agreement Event of Default relates;

(iii) the attached financial statements submitted in accordance with Section 2.02(c)(i) or (ii) hereof, as the case may be, are complete and correct in all material respects and present fairly the financial condition and results of operations of AmeriCredit, the Seller and the Servicer as of the dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied; and

(iv) the Servicer has in full force and effect a blanket fidelity bond (or direct surety bond) and an errors and omissions insurance policy in accordance with the terms and requirements of Section 4.15 of the Sale and Servicing Agreement.

(f) Access to Records; Discussions With Officers and Accountants. On an annual basis, or upon the occurrence of a Material Adverse Change, a Default or an Insurance Agreement Event of Default AmeriCredit, the Servicer and the Seller shall, upon the request of the Insurer, permit the Insurer or its authorized agents and the Backup Servicer:

(i) to inspect the books and records of AmeriCredit, the Servicer and the Seller as they may relate to the Obligations or the Collateral, the obligations of AmeriCredit, the Servicer, or the obligations of the Seller under the Transaction Documents, and the Transaction;

(ii) to discuss the affairs, finances and accounts of AmeriCredit, the Servicer or the Seller with the chief operating officer and the chief financial officer of the Servicer, the Seller or of the Custodian, as the case may be; and

(iii) to discuss the affairs, finances and accounts of AmeriCredit, the Servicer or the Seller with AmeriCredit’s, the Servicer’s or the Seller’s independent accountants, provided that an officer of AmeriCredit, the Servicer or the Seller shall have the right to be present during such discussions.

Such inspections and discussions shall be conducted during normal business hours and shall not unreasonably disrupt the business of AmeriCredit, the Servicer or the Seller. The books and records of AmeriCredit shall be maintained at the address of AmeriCredit designated herein for receipt of notices, unless AmeriCredit shall otherwise advise the parties hereto in writing. The books and records of the Seller shall be maintained at the address of the Seller designated herein for receipt of notices, unless the Seller shall otherwise advise the parties hereto in writing. The books and records of the Servicer shall be maintained at the address of the Servicer designated herein for receipt of notices, unless the Servicer shall otherwise advise the parties hereto in writing. The books and records of the Custodian shall be maintained at the address of the Custodian designated herein for receipt of notices, unless the Custodian shall otherwise advise the parties hereto in writing.

The Insurer agrees that it and its shareholders, directors, agents, accountants and attorneys shall keep confidential any matter of which it becomes aware through such inspections or discussions (unless readily available from public sources), except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary to preserve its rights or security under or to enforce the Transaction Documents, provided that the foregoing shall not limit the right of the Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants.

(g) Notice of Material Events. AmeriCredit, the Servicer, the Seller and the Custodian shall be obligated (which obligation shall be satisfied as to each if performed by AmeriCredit, the Servicer, the Seller or the Custodian) promptly to inform the Insurer in writing of the occurrence of any of the following to the extent any of the following relate to it:

(i) the submission of any claim or the initiation or threat of any legal process, litigation or administrative or judicial investigation or rule making or disciplinary proceeding in any federal, state or local court or before any arbitration board, or any such proceeding threatened by any governmental body or agency, that has a reasonable likelihood of being adversely determined and (A) if so determined, could have a material adverse effect on the Servicer, the Seller, the Custodian, the Note Owners or the Insurer, (B) would be required to be disclosed to the Commission or to the AmeriCredit’s, Servicer’s, the Seller’s or the Custodian’s shareholders or (C) would result in a Material Adverse Change with respect to AmeriCredit, the Servicer, the Seller or the Custodian;

(ii) any change in the location of the Servicer’s, the Seller’s or the Custodian’s principal office or any change in the location of Servicer’s, the Seller’s or the Custodian’s books and records;

(iii) the occurrence of any Default or Insurance Agreement Event of Default or of any Material Adverse Change;

(iv) the commencement of any proceedings by or against AmeriCredit, the Servicer, the Seller or the Custodian under any applicable bankruptcy, reorganization, liquidation, rehabilitation, insolvency or other similar law now or hereafter in effect or of any proceeding in which a receiver, liquidator, conservator, trustee or similar official shall have been, or may be, appointed or requested for AmeriCredit, the Servicer, the Seller or the Custodian or any of its or their assets; or

(v) the receipt of notice (A) of any claim or order by any taxing authority that taxes are owed by AmeriCredit or any of its subsidiaries, the Servicer, the Seller or the Custodian, as applicable, or (B) that any withholding taxes are to be imposed on any Collateral or the Obligations (as payment to be received thereunder, as applicable).

(vi) the receipt of notice that (A) AmeriCredit, the Servicer, the Seller or the Custodian is being placed under regulatory supervision, (B) any license, permit, charter, registration or approval necessary for the conduct of AmeriCredit’s, Servicer’s, the Seller’s or the Custodian’s business is to be or may be suspended or revoked, or (C) AmeriCredit, the Servicer, the Seller or the Custodian is to cease and desist any practice, procedure or policy employed by AmeriCredit, the Servicer, the Seller or the Custodian in the conduct of its business, which, in any such case, may result in a Material Adverse Change with respect to AmeriCredit, Servicer, the Seller or the Custodian or would have a material adverse effect on the Owners or the Insurer.

(h) Financing Statements and Further Assurances. The Servicer shall, at its own expense, promptly take, or cause to be taken, such actions as may be necessary to (or as may be requested by the Insurer and, in the reasonable judgment of the Insurer, are necessary or desirable) to (i) create and maintain the Indenture as a valid and perfected Lien covering the Collateral and (ii) fully preserve and protect the perfected first priority security interest of the Trust Collateral Agent for the benefit of the Issuer Secured Parties in, and all rights of the Trust Collateral Agent for the benefit of the Issuer Secured Parties with respect to, the Collateral, including, without limitation, the execution and filing of all necessary financing statements or other instruments, and any amendments or continuation statements relating thereto, necessary to be kept and filed in such manner and in such places as may be required by law to preserve, protect and perfect fully the Lien of the Trust Collateral Agent for the benefit of the Issuer Secured Parties with respect to the Collateral. In addition, each of the Servicer, the Seller and the Custodian agrees to cooperate with S&P and Moody’s in connection with any review of the Transaction that may be undertaken by S&P or Moody’s after the date hereof and to provide all information reasonably requested by S&P or Moody’s. In the event that a successor servicer is appointed pursuant to the Sale and Servicing Agreement, the transition costs and expenses incurred by such successor servicer shall be paid in accordance with Section 5.7(a) of the Sale and Servicing Agreement.

(i) Maintenance of Licenses. AmeriCredit, the Servicer, the Seller and the Custodian, respectively, or any successors thereof shall maintain or cause to be maintained all licenses, permits, charters and registrations which are material to the conduct of its business.

(j) Redemption of Obligations. AmeriCredit, the Servicer, the Seller and the Custodian shall instruct the Trustee, upon redemption or payment in full of the Obligations pursuant to the Indenture or otherwise, to furnish to the Insurer a notice of such redemption and, upon a redemption or payment in full of the Obligations, to surrender the Note Policy to the Insurer for cancellation.

(k) Disclosure Document. Each Offering Document delivered with respect to the Obligations shall clearly disclose that the Note Policy is not covered by the property/casualty insurance security fund specified in Article 76 of the New York Insurance Law.

(l) Servicing of Receivables. The Servicer shall perform such actions with respect to the Receivables as are required by or provided in the Sale and Servicing Agreement. The Servicer will provide the Insurer with written notice of any change or amendment to any Transaction Document as currently in effect.

(m) Maintenance of Security Interest. On or before each February 1, beginning in 2006 so long as any of the Obligations are outstanding, the Servicer shall

furnish to the Insurer and the Trust Collateral Agent an officers’ certificate either stating that such action has been taken with respect to the recording, filing, rerecording and refiling of any financing statements and continuation statements as is necessary to maintain the interest of the Trust Collateral Agent created by the Indenture with respect to the Collateral and reciting the details of such action or stating that no such action is necessary to maintain such interests. Such officers’ certificate shall also describe the recording, filing, rerecording and refiling of any financing statements and continuation statements that will be required to maintain the interest of the Trust Collateral Agent in the Collateral until the date such next officers’ certificate is due. The Servicer will use its best efforts to cause any necessary recordings or filings to be made with respect to the Collateral.

(n) Closing Documents. The Servicer shall provide or cause to be provided to the Insurer a loose transcript of the Transaction Documents and the Offering Document and an executed original copy of each document executed in connection with the Transaction within 60 days after the date of closing. Upon the request of the Insurer, the Servicer shall provide or cause to be provided to the Insurer a copy of each of the Transaction Documents on computer diskette, in a format acceptable to the Insurer.

(o) Preference Payments. With respect to any Preference Amount (as defined in the Note Policy), the Servicer shall provide to the Insurer upon the request of the Insurer:

(i) a certified copy of the final nonappealable order of a court having competent jurisdiction ordering the recovery by a trustee in bankruptcy as voidable preference amounts included in previous distributions under Section 5.7 of the Sale and Servicing Agreement to any Owner pursuant to the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”);

(ii) an opinion of counsel satisfactory to the Insurer, and upon which the Insurer shall be entitled to rely, stating that such order is final and is not subject to appeal;

(iii) an assignment in such form as is reasonably required by the Insurer, irrevocably assigning to the Insurer all rights and claims of the Servicer, the Trustee and any Note Owner relating to or arising under the Receivable against the debtor which made such preference payment or otherwise with respect to such preference amount; and

(iv) appropriate instruments to effect (when executed by the affected party) the appointment of the Insurer as agent for the Trustee and any Owner in any legal proceeding relating to such preference payment being in a form satisfactory to the Insurer.

(p) Third-Party Beneficiary. AmeriCredit, the Servicer, the Seller and the Custodian each agree that the Insurer shall have all rights of a third-party beneficiary in

respect of the Transaction Documents and each of them hereby incorporates and restates its representations, warranties and covenants as set forth therein for the benefit of the Insurer.

(q) Incorporation of Covenants. AmeriCredit, the Servicer, the Seller and the Custodian each agree to comply with their respective covenants set forth in the Transaction Documents and hereby incorporate such covenants by reference as if each were set forth herein.

(r) Replacement Servicer. If servicing is transferred from the Servicer to a replacement Servicer pursuant to Article IX of the Sale and Servicing Agreement, then in the event that the fees and expenses of a replacement servicer or any transition costs relating to the transfer of servicing from the Servicer to the replacement servicer exceed the amounts payable to such Servicer under the Sale and Servicing Agreement, AmeriCredit shall promptly pay such fees, expenses or transition costs.

(s) Credit Reporting. AmeriCredit and the Servicer agree to report each Obligor’s credit files to all three nationally recognized credit reporting agencies in a timely manner.

(t) Titled Third-Party Lenders. Upon the earlier of (i) one year after the Closing Date and (ii) thirty days following the occurrence of any Servicer Termination Event, the Servicer shall cause each Titled Third-Party Lender to agree in writing (with a copy of such agreement to be delivered to the Insurer) that if AmeriCredit is replaced as Servicer, such Titled Third-Party Lender will promptly deliver a power of attorney in favor of the successor Servicer authorizing such successor Servicer to amend the title documents of Financed Vehicles titled in the name of such Titled Third-Party Lender.

Section 2.03. Negative Covenants of AmeriCredit, the Servicer, the Seller and the Custodian. AmeriCredit, the Servicer, the Seller and the Custodian hereby agree that during the Term of the Insurance Agreement, unless the Insurer shall otherwise expressly consent in writing:

(a) Impairment of Rights. None of AmeriCredit, the Servicer, the Seller and the Custodian shall (i) take any action, or fail to take any action, if such action or failure to take action may result in a material adverse change as described in clause (b) of the definition of Material Adverse Change with respect to AmeriCredit, the Servicer, the Seller or the Custodian, or may interfere with the enforcement of any rights of the Insurer under or with respect to the Transaction Documents; (ii) waive or alter any rights with respect to the Collateral (or any agreement or instrum