INSURANCE AND INDEMNITY AGREEMENT

     (a)     the Insurer shall have failed to make a payment required under the Note Policy in accordance with its terms;

     (b)     the Insurer shall have (i) filed a petition or commenced any case or proceeding under any provision or chapter of the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under the United States Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization which is final and nonappealable; or

     (c)     a court of competent jurisdiction, the Wisconsin Department of Insurance or other competent regulatory authority shall have entered a final and nonappealable order, judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Insurer or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Insurer (or the taking of possession of all or any material portion of the property of the Insurer).

           (a)      Compliance with Agreements and Applicable Laws . It shall comply with the terms and conditions of and perform its obligations under the Transaction Documents to which it is a party and shall comply with any law, rule or regulation applicable to it, except where the failure to comply with any such law, rule or regulation is not reasonably likely to have a Material Adverse Effect.

           (b)      Existence . Except as otherwise expressly provided by the Transaction Documents, it shall maintain its corporate existence and shall at all times continue to be duly organized under the laws of the place of its organization and duly qualified and duly authorized thereunder. Additionally, it shall conduct its business in accordance with the terms of its Charter Documents and shall maintain all licenses, permits, charters and registrations, except for any such license, permit, charter or registration the failure of which to maintain is not reasonably likely to have a Material Adverse Effect.

           (c)      Notice of Material Events . It shall promptly (and, with respect to item (ii) below, in any event not later than three (3) Business Days, and, with respect to all other items not later than five (5) Business Days) following receipt of actual knowledge by a Responsible Officer thereof inform the Insurer in writing of the occurrence of any of the following:

       (i)     the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or disciplinary proceeding by or against it that would be reasonably likely to have a Material Adverse Effect or the promulgation of any proceeding or any proposed or final ruling in connection with any such litigation, investigation or proceeding which would reasonably likely to have a Material Adverse Effect;

       (ii)     the occurrence of any Event of Default hereunder, any Default or Event of Default under the Indenture, any Servicer Termination Event or any Trigger Event;

       (iii)     the commencement of any Insolvency Proceeding against any AmeriCredit Party; and

       (iv)     the receipt of written notice that (a) any license, permit, charter, registration or approval necessary and material for the conduct of its business is to be, or may be, suspended or revoked and such suspension or revocation would be reasonably likely to have a Material Adverse Effect or (b) it is to cease and desist any practice, procedure or policy employed by it in the conduct of its business, and such cessation would be reasonably likely to have a Material Adverse Effect.

          (d)      Notice of Change . It shall give the Insurer not less than thirty (30) days’ prior written notice of any proposed change in its name, principal place of business or jurisdiction of organization.

          (e)      Access to Records; Discussions with Officers and Accountants . As long as upon reasonable prior written notice of the Insurer, at any time, it shall permit the Insurer or its authorized agents:

     (i)     to inspect its books and its records as they may relate to the Transaction, the Receivables, the Other Conveyed Property or any other assets in the Trust Estate, as the case may be, or its obligations under the Transaction Documents;

     (ii)     to discuss its affairs, finances and accounts with its principal executive officer and its principal financial officer; and

     (iii)     to discuss its affairs, finances and accounts with its independent accountants, provided that one of its officers shall have the right to be present during such discussions.

          (f)      Closing Documents . It shall provide or cause to be provided to the Insurer an executed original copy of each Transaction Document executed by it in connection with the closing of the Transaction within sixty (60) days of the Closing Date.

          (g)      Field Examination by Independent Public Accountants . Upon reasonable prior written notice of the Insurer at any time, it shall permit independent public accountants designated by the Insurer, from time to time to conduct a field examination(s), and in connection therewith shall permit such independent public accountants without limitation:

     (i)     to inspect its books and records as they may relate to the Transaction, the Receivables, the Other Conveyed Property or any other assets in the Trust Estate, as the case may be, or its obligations under the Transaction Documents;

     (ii)     to discuss its affairs, finances and accounts with its principal executive officer and its principal financial officer; and

     (iii)     to discuss its affairs, finances and accounts with its independent accountants, provided that one of its officers shall have the right to be present during such discussions.

          (h)      Financial Reporting . AmeriCredit shall provide or cause to be provided to the Insurer the following:

     (i)      Annual and Periodic Financial Statements; Other Reporting . Copies of the financial statements required to be delivered pursuant to Section 4.11 of the Sale and Servicing Agreement and such notices, certificates, reports and other information delivered by AmeriCredit under the Transaction Documents, as and when required pursuant to such sections or agreements, and any other reporting or financial information required to be provided to the Insurer pursuant to the terms of the Transaction Documents, including, without limitation, any other documents, as and when required pursuant to such terms.

     (ii)      Compliance Certificate . Together with the financial statements required under Section 4.11 of the Sale and Servicing Agreement, a compliance certificate signed by its Responsible Officer stating that to the best of such person’s knowledge, (a) each AmeriCredit Party is in compliance with its obligations hereunder and under the other Transaction Documents, and (b) no Event of Default hereunder or under the Indenture or Servicer Termination Event exists and no event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default hereunder or under the Indenture or Servicer Termination Event or Trigger Event exists, or if an Event of Default hereunder or under the Indenture or Servicer Termination Event or other such event exists, stating the nature and status thereof (including all relevant financial and other information and amounts used in determining whether such Event of Default hereunder or under the Indenture or Servicer Termination Event or Trigger Event or other such event exists).

     (iii)      S.E.C. Filings . Upon reasonable request by the Insurer, promptly after the filing thereof, copies of all registration statements and annual, quarterly or other regular reports which AmeriCredit or any subsidiary files with the Securities and Exchange Commission.

     (iv)      Shareholders Statements and Reports . Upon reasonable request by the Insurer, promptly after the furnishing thereof to its shareholders, copies of all financial statements, reports and proxy statements so furnished.

     (v)      Amendments to Servicing Policy and Procedure . Within ten (10) Business Days after the date of any material change or amendment to its Servicing Policy and Procedure, a true and complete copy of such change or amendment, and if requested by the Insurer, a copy of the Servicing Policy and Procedure as outlined in Schedule C to the Sale and Servicing Agreement then in effect. AmeriCredit will not amend its Servicing Policy and Procedures in any manner likely to have a Material Adverse Effect on the Insurer.

     (vi)      Servicing Policy and Procedure . Within ten (10) Business Days after requested by the Insurer, a true and complete copy of its Servicing Policy and Procedure, as outlined in Schedule C to the Sale and Servicing Agreement, then in effect.

          (i)      Public Debt Ratings . Promptly, but in any event within ten (10) Business Days after the date of any change in its public debt ratings, if any, a written certification of its public debt ratings after giving effect to such change.

          (j)      Compliance with Securities Laws . It shall comply with the Securities Act and the Securities Exchange Act and the regulations thereunder so as to permit the completion of the offer and sale of the Notes as contemplated by the Underwriting Agreement.

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

          (l)      Other Information . It shall provide to the Insurer such other information (including non-financial information) in respect of the Receivables, the Other Conveyed Property or the other assets in the Trust Estate, as the case may be, the Transaction and the Transaction Documents and such other financial or operating information in respect of itself, the Seller, the Issuer or any of their Affiliates, in each case, which the Insurer may from time to time reasonably request.

          (a)      Impairment of Rights . It shall not take any action, or fail to take any action, if such action or failure to take action (x) is reasonably likely to have a Material Adverse Effect or (y) is reasonably likely to interfere with the enforcement of any rights of the Insurer under or with respect to any of the Transaction Documents. It shall give the Insurer written notice of any such action or failure to act promptly prior to the date of consummation of such action or failure to act. It shall furnish to the Insurer all information requested by it that is reasonably necessary to determine compliance with this paragraph.

          (b)      Amendments, Etc. It shall not modify, amend or waive, or consent to any modification or amendment of, any of the terms, provisions or conditions of the Transaction Documents to which it is a party without the prior written consent of the Insurer thereto.

          (c)      Change in Lockbox Processor . Except as provided in a Lockbox Agreement, it shall not permit a change in the Lockbox Account or any Lockbox Bank designated in a Lockbox Agreement without the prior written consent of the Insurer, which consent shall not be unreasonably withheld; provided , however , that without limiting the foregoing, it shall be deemed reasonable for the Insurer to withhold its consent if the long term senior unsecured debt of any new Lockbox Bank is not rated at least “A” by S&P and “A2” by Moody’s.

          (a)      Organization and Licensing . The Insurer is a stock insurance corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin.

          (b)      Corporate Power . The Insurer has the corporate power and authority to issue the Ambac Policy and execute and deliver this Insurance Agreement and all other Transaction Documents to which Ambac is a party and to perform all of its obligations hereunder and thereunder.

          (c)      Authorization; Approvals . All proceedings legally required for the issuance of the Ambac Policy and the execution, delivery and performance of this Insurance Agreement and all other Transaction Documents to which Ambac is a party have been taken and all licenses, orders, consents or other authorizations or approvals of the Insurer’s Board of Directors or stockholders or any governmental boards or bodies legally required for the enforceability of the Ambac Policy have been obtained or are not material to the enforceability of the Ambac Policy.

          (d)      Enforceability . The Ambac Policy, when issued, will constitute, and this Insurance Agreement and all other Transaction Documents to which Ambac is a party constitutes, legal, valid and binding obligations of the Insurer, enforceable in accordance with their respective terms, subject to insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors’ rights generally and by general principles of equity and subject to principles of public policy limiting the right to enforce the indemnification provisions contained therein and herein, insofar as such provisions relate to indemnification for liabilities arising under federal securities laws.

          (e)      No Conflict . The execution by the Insurer of this Insurance Agreement and all Transaction Documents to which Ambac is a party will not, and the satisfaction of the terms hereof and thereof will not, conflict with or result in a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of the Insurer, or any restriction contained in any contract, agreement or instrument to which the Insurer is a party or by which it is bound or constitute a default under any of the foregoing which would materially and adversely affect its ability to perform its obligations under the Ambac Policy, this Insurance Agreement and all other Transaction Documents to which Ambac is a party.

          (f)      Accuracy of Information . The Insurer Information included in the Offering Document is limited and does not purport to provide the scope of disclosure required to be included in a prospectus with respect to a registrant in connection with the offer and sale of securities of such registrant registered under the Securities Act. Within such limited scope of disclosure, however, as of the date of the Offering Document, the Insurer Information does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

          Section 2.5           Representations and Warranties of the Seller and the Issuer . Each of the Seller and the Issuer hereby makes, to and for the benefit of the Insurer, each of the representations and warranties made by the Seller or the Issuer, as the case may be, in the Transaction Documents to which it is a party, including Section 3.2 of the Purchase Agreement and Section 7.1 of the Sale and Servicing Agreement (in the case of the Seller). Such representations and warranties are incorporated herein by this reference as if fully set forth herein, and may not be amended except by an amendment complying with the terms of Section 6.1 hereof. In addition, the Issuer represents and warrants as of the Closing Date as follows:

          (a)      Accuracy of Information . The information or statements contained in the Transaction Documents furnished to the Insurer by it, as amended, supplemented or superseded on or prior to the date hereof, taken as a whole, does not, if restated at and as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make such information or statements not misleading in any material respect.

          (b)      Compliance with Securities Laws . The Seller will comply with the Securities Act and the Securities Exchange Act and the regulations thereunder so as to permit the completion of the offer and sale of the Notes as contemplated by the Underwriting Agreement. The offer and sale of the Notes by the Issuer will comply in all material respects with all requirements of law, including all registration requirements of applicable securities laws. Without limiting the foregoing, the Offering Document (other than the Insurer Information and the Underwriter Information) 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. Neither the offer nor the sale of the Notes by the Issuer has been or will be in violation of the Securities Act or any other federal or state securities laws. The Seller will satisfy all applicable information reporting requirements of the Securities Exchange Act arising out of the Transaction to which it or the Trust Estate are subject. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

          (a)      Compliance with Agreements and Applicable Laws . It shall comply with the terms and conditions of and perform its obligations under the Transaction Documents to which it is a party and shall comply with any law, rule or regulation applicable to it, except where the failure to comply with any such law, rule or regulation is not reasonably likely to have a Material Adverse Effect.

          (b)      Existence . It shall maintain its existence as a corporation or a statutory trust, as the case may be, under the laws of the State of Nevada with respect to the Seller and the State of Delaware, with respect to the Issuer and shall at all times continue to be duly formed and validly existing in good standing under the laws of the State of Nevada and the State of Delaware, as applicable, and duly qualified and duly authorized thereunder and shall conduct its business in accordance with the terms of its Charter Documents. The Issuer shall cause the Receivables Files to be located at such location as specified in the Custodian Agreement.

          (c)      Access to Records; Discussions with Officers and Accountants . Upon reasonable prior written notice of the Insurer, at any time, it shall permit the Insurer or its authorized agents:

     (i)     to inspect its books and records;

     (ii)     to discuss its affairs, finances and accounts with its principal executive officer and its principal financial officer; and

     (iii)     to discuss its affairs, finances and accounts with its independent accountants, provided that one of its officers and an officer of AmeriCredit shall have the right to be present during such discussions.

          (d)      Notice of Material Events . It shall be obligated promptly (and, with respect to item (ii) below, in any event not later than three (3) Business Days, and with respect to all other items below, not later than five (5) Business Days) following receipt of actual knowledge by a Responsible Officer thereof to inform the Insurer in writing of the occurrence of any of the following:

     (i)     the submission of any claim or the initiation of any legal process, litigation or administrative or judicial investigation, or disciplinary proceeding by or against it that would be reasonably likely to have a Material Adverse Effect or the promulgation of any proceeding or any proposed or final ruling in connection with any such litigation, investigation or proceeding which would reasonably likely to have a Material Adverse Effect;

     (ii)     the occurrence of an Event of Default hereunder, a Default or Event of Default under the Indenture, a Servicer Termination Event or a Trigger Event;

     (iii)     the commencement of any Insolvency Proceeding against any AmeriCredit Party; and

     (iv)     the receipt of written notice that (a) any license, permit, charter, registration or approval necessary for the conduct of its business is to be, or may be, suspended or revoked and such suspension or revocation would be reasonably likely to have a Material Adverse Effect or (b) it is to cease and desist any practice, procedure or policy employed by it in the conduct of its business, and such cessation would be reasonably likely to have a Material Adverse Effect.

          (e)     It shall give the Insurer not less than thirty (30) days’ prior written notice of any proposed change in its name, principal place of business or jurisdiction of organization.

          (f)      Field Examination by Independent Public Accountants . Upon reasonable prior written notice of the Insurer at any time, it shall permit independent public accountants designated by the Insurer, from time to time to conduct a field examination(s), and in connection therewith shall permit such independent public accountants, without limitation:

     (i)     to inspect its books and records;

     (ii)     to discuss its affairs, finances and accounts with its principal executive officer and its principal financial officer; and

     (iii)     to discuss its affairs, finances and accounts with its independent accountants; provided that one of its officers and an officer of the Seller or the Issuer, as the case may be, and an officer of AmeriCredit (if AmeriCredit is then the Servicer) shall have the right to be present during such discussions.

          (g)      Maintenance of Licenses . It shall maintain all licenses, permits, charters and registrations, except for licenses, permits, charters and registrations the failure of which to maintain is not reasonably likely to have a Material Adverse Effect.

          (h)      Financial Reporting . The Issuer shall provide or cause to be provided to the Insurer, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, an annual balance sheet as at the end of such fiscal year and the notes thereto, and the related statements of income and cash flows and the respective notes thereto for such fiscal year, certified by its Responsible Officer.

          (i)      Books and Records . Its books and records will reflect its separate existence and will present fairly its financial position.

          (j)      Other Information . It shall provide to the Insurer such other information (including non-financial information) in respect of the Receivables, the Other Conveyed Property or the other assets in the Trust Estate, as the case may be, the Transaction and the Transaction Documents and such other financial or operating information in respect of itself and the Receivables which the Insurer may from time to time reasonably request.

          (k)      Operation . It shall:

     (i)     manage its day-to-day business without the involvement of any other AmeriCredit Party except as required or permitted by the Transaction Documents or in connection with certain administrative services provided to the Seller by AmeriCredit;

     (ii)     act solely in its own name in the conduct of its business, including business correspondence and other communications, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned;

     (iii)     ensure that, to the extent that it shares the same officers or other employees as any of its Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees;

     (iv)     ensure that, to the extent that it jointly contracts with any of its Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in doing so shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that it contracts or does business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between the other Transaction Parties and its Affiliates shall only be on an arm’s-length basis;

     (v)     require that all of its full-time employees identify themselves as such and not as employees of AmeriCredit or any other AmeriCredit Party (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as its employees); and

     (vi)     compensate all employees, consultants and agents directly, from its bank accounts, for services provided to it by such employees, consultants and agents, and, to the extent any of its employees, consultants or agents is also an employee, consultant or agent of AmeriCredit (or any Affiliate thereof), allocate the compensation of such employee, consultant or agent between itself and AmeriCredit (or any Affiliate thereof) on a basis which reflects the services rendered to itself and AmeriCredit (or such Affiliate thereof).

          (l)      Special Purpose Entity . In addition, the Seller shall:

     (i)     ensure that its capital is adequate for the business and undertakings of the Seller;

     (ii)     other than activities as set forth in the Charter Documents or in connection with the Transaction, be restricted from undertaking any other activities;

     (iii)     have at least one independent director;

     (iv)     not commingle its funds and assets with the funds of any other person; and

     (v)     maintain (A) correct and complete minute books and records of account, and (B) minutes of the meetings and other proceedings of its board of directors.

          (a)      Impairment of Rights . It shall not take any action, or fail to take any action, if such action or failure to take action (x) is reasonably likely to have a Material Adverse Effect or (y) is reasonably likely to interfere with the enforcement of any rights of the Insurer under or with respect to any of the Transaction Documents. It shall give the Insurer written notice of any such action or failure to act promptly prior to the date of consummation of such action or failure to act. It shall furnish to the Insurer all information requested by the Insurer that is reasonably necessary to determine compliance with this paragraph.

          (b)      Amendments, Etc. It shall not modify, amend or waive, or consent to any modification, amendment or waiver of, any of the terms, provisions or conditions of the Transaction Documents to which it is a party without the prior written consent of the Insurer. It shall not modify, amend or waive, or consent to any modification, amendment or waiver of, any of the terms, provisions or conditions of the Charter Documents which would be reasonably likely to have a Material Adverse Effect on the Insurer.

          (c)      Limitation on Mergers, Etc. It shall not consolidate with or merge with or into any Person or liquidate or dissolve, or transfer all or substantially all of its assets to any Person except, in the case of the Issuer, by way of the grant of a lien to the Indenture Trustee pursuant to the Transaction Documents, or, except as expressly permitted by the Transaction Documents, transfer any of its assets to any Person.

          (d)      Certain Other Limitations . It shall:

     (i)     be restricted from undertaking activities in connection with the issuance of the Notes other than activities as set forth in its Charter Documents;

     (ii)     not be involved in the day-to-day management of any of the other AmeriCredit Parties except as required by or permitted by the Transaction Documents or in connection with certain administrative services provided to the Seller by AmeriCredit;

     (iii)     not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by the Issuer in connection with the issuance of the Notes, or as otherwise expressly permitted by the Charter Documents;

     (iv)     not commingle its deposit accounts (and funds therein) or other assets with the deposit accounts (and funds therein) or other assets of any other entity;

     (v)     not act as an agent of any other AmeriCredit Party; and

     (vi)     not form, or cause to be formed, any subsidiaries; provided that the Seller may form other special purpose entities in connection with the issuance of other asset-backed securities.

ARTICLE III      

THE AMBAC POLICY; REIMBURSEMENT

          (a)      Payment of Expenses . The applicable parties shall have been paid their related fees and expenses payable in accordance with Sections 3.2(a) and (b);

          (b)      Receipt of Certain Documents . The Insurer shall have received a copy of the Servicing Policy and Procedures, as outlined in Schedule C to the Sale and Servicing Agreement, then in effect and of each Transaction Document fully executed and delivered by each applicable Transaction Party;

          (c)      Representations and Warranties; Certificate . The representations and warranties of the AmeriCredit Parties set forth or incorporated by reference in this Insurance Agreement and the representations and warranties set forth by the Indenture Trustee in the Indenture are true and correct on and as of the Closing Date as if made on the Closing Date, and the Insurer has received a certificate of appropriate officers of the related AmeriCredit Party to that effect;

          (d)      No Litigation, Etc. No suit, action or other proceeding, investigation or injunction, or final judgment relating thereto, is pending or, to any Transaction Party’s knowledge, threatened before any court, governmental or administrative agency or arbitrator in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction;

          (e)      Legality . No statute, rule, regulation or order has been enacted, entered or deemed applicable by any government or governmental or administrative agency or court that would make the Transaction illegal or otherwise prevent the consummation thereof;

          (f)      No Event of Default . No Event of Default hereunder, Default or Event of Default under the Indenture, Trigger Event or a Service