0001125282-05-006171 Sample Contracts

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A Class A-1 4.3436% Asset Backed Notes Class A-2 4.75% Asset Backed Notes Class A-3 4.87% Asset Backed Notes Class A-4 5.02% Asset Backed Notes UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

AmeriCredit Financial Services, Inc., a corporation organized and existing under the laws of Delaware (the "Sponsor"), and AFS SenSub Corp., a corporation organized and existing under the laws of Nevada (the "Seller") (the Sponsor and the Seller, collectively, the "Companies"), agree with you as follows:

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PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and AMERICREDIT FINANCIAL SERVICES, INC. Seller Dated as of November 9, 2005
Purchase Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

THIS PURCHASE AGREEMENT, dated as of November 9, 2005, executed among AFS SenSub Corp., a Nevada corporation, as purchaser ("Purchaser") and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller ("Seller").

AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and Wilmington Trust Company Owner Trustee Dated as of November 9, 2005
Trust Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT dated as of November 9, 2005 between AFS SENSUB CORP., a Nevada corporation (the “Seller” ), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of October 25, 2005 between the Seller and the Owner Trustee.

INSURANCE AND INDEMNITY AGREEMENT Dated as of November 17, 2005 AMBAC ASSURANCE CORPORATION, as Insurer, AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, as Issuer, AFS SENSUB CORP., as Seller, AMERICREDIT FINANCIAL SERVICES, INC., as Servicer,...
Insurance and Indemnity Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

INSURANCE AND INDEMNITY AGREEMENT (as it may be amended, modified or supplemented from time to time, this “Insurance Agreement”), dated as of November 17, 2005, by and among AMBAC ASSURANCE CORPORATION, as Insurer (the “Insurer”), AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, as Issuer (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., as Servicer (the “Servicer”), AFS SENSUB CORP., as Seller (the “Seller”) and JPMORGAN CHASE BANK, N.A., as Indenture Trustee (in such capacity, the “Indenture Trustee”).

INDEMNIFICATION AGREEMENT among AMBAC ASSURANCE CORPORATION, as Insurer, and CREDIT SUISSE FIRST BOSTON LLC, as representative of the several Underwriters Dated as of November 9, 2005
Indemnification Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

INDEMNIFICATION AGREEMENT (as may be amended, modified or supplemented from time to time, this “Agreement”) dated as of November 9, 2005 by and among AMBAC ASSURANCE CORPORATION, as Insurer (“Ambac”), and CREDIT SUISSE FIRST BOSTON LLC as representative (the “Representative”) of the several Underwriters named in the Underwriting Agreement referred to herein (the “Underwriters”).

SPREAD ACCOUNT AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, as Issuer, AMBAC ASSURANCE CORPORATION, as Insurer, and JPMORGAN CHASE BANK, N.A., as Trustee, as Trust Collateral Agent and as Collateral Agent Dated as of November 9, 2005
Spread Account Agreement • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

This SPREAD ACCOUNT AGREEMENT, dated as of November 9, 2005 (this "Agreement"), is among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, as issuer (the "Issuer"), AMBAC ASSURANCE CORPORATION, as insurer (the "Insurer"), and JPMORGAN CHASE BANK, N.A., 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").

SALE AND SERVICING AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC., Servicer, and JPMORGAN CHASE BANK, N.A., Backup Servicer and Trust Collateral Agent Dated as...
Sale and Servicing • November 22nd, 2005 • Americredit Automobile Receivable Trust 2005-D-A • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT dated as of November 9, 2005, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-D-A, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”) and JPMORGAN CHASE BANK, N.A., a national banking association, in its capacity as Backup Servicer and Trust Collateral Agent.

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