exv10w1






Exhibit 10.1



Execution Version




PURCHASE AGREEMENT




between




AFS SENSUB CORP.

Purchaser




and




AMERICREDIT FINANCIAL SERVICES, INC.

Seller




Dated as of May 21, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE
I. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1 General
	 	 	1	 
	SECTION 1.2 Specific Terms
	 	 	1	 
	SECTION 1.3 Usage of Terms
	 	 	2	 
	SECTION 1.4 [Reserved]
	 	 	2	 
	SECTION 1.5 No Recourse
	 	 	2	 
	SECTION 1.6 Action by or Consent of Noteholders and Certificateholder
	 	 	3	 
	SECTION 1.7 Material Adverse Effect
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY
	 	 	3	 
	 
	 	 	 	 
	SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property
	 	 	3	 
	SECTION 2.2 [Reserved]
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	 	 	 	 
	SECTION 3.1 Representations and Warranties of Seller
	 	 	4	 
	SECTION 3.2 Representations and Warranties of Purchaser
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV. COVENANTS OF SELLER
	 	 	8	 
	 
	 	 	 	 
	SECTION 4.1 Protection of Title of Purchaser
	 	 	8	 
	SECTION 4.2 Other Liens or Interests
	 	 	9	 
	SECTION 4.3 Costs and Expenses
	 	 	10	 
	SECTION 4.4 Indemnification
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V. REPURCHASES
	 	 	12	 
	 
	 	 	 	 
	SECTION 5.1 Repurchase of Receivables Upon Breach of Warranty
	 	 	12	 
	SECTION 5.2 Reassignment of Purchased Receivables
	 	 	12	 
	SECTION 5.3 Waivers
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI. MISCELLANEOUS
	 	 	13	 
	 
	 	 	 	 
	SECTION 6.1 Liability of Seller
	 	 	13	 
	SECTION 6.2 Merger or Consolidation of Seller or Purchaser
	 	 	13	 
	SECTION 6.3 Limitation on Liability of Seller and Others
	 	 	14	 
	SECTION 6.4 Seller May Own Notes or the Certificate
	 	 	14	 
	SECTION 6.5 Amendment
	 	 	14	 
	SECTION 6.6 Notices
	 	 	15	 
	SECTION 6.7 Merger and Integration
	 	 	15	 
	SECTION 6.8 Severability of Provisions
	 	 	15	 
	SECTION 6.9 Intention of the Parties
	 	 	15	 
	SECTION 6.10 Governing Law
	 	 	16	 
	SECTION 6.11 Counterparts
	 	 	16	 






 









 






	 	 	 	 	 
	 	 	 	Page	 
	SECTION 6.12 Conveyance of the Receivables and the Other Conveyed Property to the Issuer
	 	 	17	 
	SECTION 6.13 Nonpetition Covenant
	 	 	17	 
	SECTION 6.14 Benefits of Purchase Agreement
	 	 	17	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule A — Schedule of Receivables
	 	 	 	 
	Schedule B — Representations and Warranties from the Seller as to the Receivables
	 	 	 	 






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PURCHASE AGREEMENT




          THIS PURCHASE AGREEMENT, dated as of May 21, 2008, executed between AFS SenSub Corp., a Nevada
corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a
Delaware corporation, as Seller (“Seller”).



W I T N E S S E T H :




          WHEREAS, Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this
Agreement, is transferring to Purchaser the Receivables and Other Conveyed Property.



          NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter
contained, and for other good and valuable consideration, the receipt of which is acknowledged,
Purchaser and the Seller, intending to be legally bound, hereby agree as follows:



ARTICLE I.




DEFINITIONS




          SECTION 1.1 General. The specific terms defined in this Article include the plural as
well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified,
refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to such terms in the
Sale and Servicing Agreement dated as of May 21, 2008, by and among AFS SenSub Corp. (as Seller),
AmeriCredit Financial Services, Inc. (in its individual capacity and as Servicer), AmeriCredit
Automobile Receivables Trust 2008-A-F (as Issuer), Wells Fargo Bank, National Association (as
Backup Servicer and Trust Collateral Agent).



          SECTION 1.2 Specific Terms. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following meanings:



          “Agreement” shall mean this Purchase Agreement and all amendments hereof and
supplements hereto.



          “Closing Date” means May 29, 2008.



          “Issuer” means AmeriCredit Automobile Receivables Trust 2008-A-F.



          “Other Conveyed Property” means all property conveyed by the Seller to the Purchaser
pursuant to Sections 2.1(a)(2) through (8) of this Agreement and by the Purchaser to the Trust
pursuant to the Sale and Servicing Agreement.



          “Owner Trustee” means Wilmington Trust Company, as Owner Trustee appointed and acting
pursuant to the Trust Agreement.



 









 





          “Purchase Agreement Collateral” has the meaning specified in Section 6.9 of this
Agreement.



          “Receivables” has the meaning assigned in the Sale and Servicing Agreement.



          “Related Documents” means the Notes, the Certificate, the Custodian Agreement, the
Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Note Policy, the Spread
Account Agreement, the Insurance Agreement, the Indemnification Agreement, the Lockbox Agreement,
the Hedge Agreement and the Underwriting Agreement. The Related Documents to be executed by any
party are referred to herein as “such party’s Related Documents,” “its Related
Documents” or by a similar expression.



          “Repurchase Event” means the occurrence of a breach of any of the Seller’s
representations and warranties hereunder or any other event which requires the repurchase of a
Receivable by the Seller under the Sale and Servicing Agreement.



          “Sale and Servicing Agreement” means the Sale and Servicing Agreement referred to in
Section 1.1 hereof.



          “Schedule of Receivables” means the schedule of Receivables sold and transferred
pursuant to this Agreement which is attached hereto as Schedule A.



          “Schedule of Representations” means the Schedule of Representations and Warranties
attached hereto as Schedule B.



          “Trust Collateral Agent” means Wells Fargo Bank, National Association, as trust
collateral agent and any successor trust collateral agent appointed and acting pursuant to the Sale
and Servicing Agreement.



          “Trustee” means Wells Fargo Bank, National Association, as trustee and any successor
trustee appointed and acting pursuant to the Indenture.



          SECTION 1.3 Usage of Terms. With respect to all terms used in this Agreement, the
singular includes the plural and the plural the singular; words importing any gender include the
other gender; references to “writing” include printing, typing, lithography, and other means of
reproducing words in a visible form; references to agreements and other contractual instruments
include all subsequent amendments thereto or changes therein entered into in accordance with their
respective terms and not prohibited by this Agreement or the Sale and Servicing Agreement;
references to Persons include their permitted successors and assigns; and the terms “include” or
“including” mean “include without limitation” or “including without limitation.”



          SECTION 1.4 [Reserved].



          SECTION 1.5 No Recourse. Without limiting the obligations of Seller hereunder, no
recourse may be taken, directly or indirectly, under this Agreement or any certificate or other
writing delivered in connection herewith or therewith, against any stockholder, officer or
director, as such, of Seller, or of any predecessor or successor of Seller.



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          SECTION 1.6 Action by or Consent of Noteholders and Certificateholder. Whenever any
provision of this Agreement refers to action to be taken, or consented to, by Noteholders or the
Certificateholder, such provision shall be deemed to refer to the Certificateholder or Noteholder,
as the case may be, of record as of the Record Date immediately preceding the date on which such
action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the
purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any
Note or Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed
not to be outstanding; provided, however, that, solely for the purpose of determining whether the
Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only
Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral Agent,
respectively, knows to be so owned shall be so disregarded.



          SECTION 1.7 Material Adverse Effect. Whenever a determination is to be made under
this Agreement as to whether a given event, action, course of conduct or set of facts or
circumstances could or would have a material adverse effect on the Noteholders (or any similar or
analogous determination), such determination shall be made without taking into account the funds
available from claims under the Note Policy.



ARTICLE II.




CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY




          SECTION 2.1 Conveyance of the Receivables and the Other Conveyed Property.




     (a) Subject to the terms and conditions of this Agreement, Seller hereby sells,
transfers, assigns, and otherwise conveys to Purchaser without recourse (but without
limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right,
title and interest of Seller in and to the following described property (collectively, the
“Receivables and the Other Conveyed Property”):




          (1) the Receivables and all moneys received thereon after the Cutoff Date;




          (2) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;




          (3) any proceeds and the right to receive proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;




          (4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a
result of a breach of representation or warranty in the related Dealer Agreement or Auto
Loan Purchase and Sale Agreement;



3









 






          (5) all rights under any Service Contracts on the related Financed Vehicles;




          (6) the related Receivable Files;




          (7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv)
Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to
the property described in (1) through (6); and




          (8) all proceeds and investments with respect to items (1) through (7).


It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this
Agreement shall constitute a sale of the Receivables and the Other Conveyed Property from Seller to
Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in
and title to the Receivables and the Other Conveyed Property shall not be part of Seller’s estate
in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or
similar law.





     (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed
Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of
Seller an amount equal to the book value of the Receivables sold by Seller, as set forth on
the books and records of Seller, by wire transfer of immediately available funds and the
remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of
Seller).



          SECTION 2.2 [Reserved].



ARTICLE III.




REPRESENTATIONS AND WARRANTIES




          SECTION 3.1 Representations and Warranties of Seller. Seller makes the following
representations and warranties as of the date hereof and as of the Closing Date on which Purchaser
relies in purchasing the Receivables and the Other Conveyed Property and in transferring the
Receivables and the Other Conveyed Property to the Issuer under the Sale and Servicing Agreement
and on which the Insurer will rely in issuing the Note Policy. Such representations are made as of
the execution and delivery of this Agreement, but shall survive the sale, transfer and assignment
of the Receivables and the Other Conveyed Property hereunder, and the sale, transfer and assignment
thereof by Purchaser to the Issuer under the Sale and Servicing Agreement. Seller and Purchaser
agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement and that the
Trustee will thereafter be entitled to enforce this Agreement against Seller in the Trustee’s own
name on behalf of the Noteholders.




     (a) Schedule of Representations. The representations and warranties set forth
on the Schedule of Representations with respect to the Receivables as of the date hereof and
as of the Closing Date, are true and correct.



4









 






     (b) Organization and Good Standing. Seller has been duly organized and is
validly existing as a corporation in good standing under the laws of the State of Delaware,
with power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is currently conducted, and had at all
relevant times, and now has, power, authority and legal right to acquire, own and sell the
Receivables and the Other Conveyed Property to be transferred to Purchaser.




     (c) Due Qualification. Seller is duly qualified to do business as a foreign
corporation, is in good standing, and has obtained all necessary licenses and approvals in
all jurisdictions in which the ownership or lease of its property or the conduct of its
business requires such qualification.




     (d) Power and Authority. Seller has the power and authority to execute and
deliver this Agreement and its Related Documents and to carry out its terms and their terms,
respectively; Seller has full power and authority to sell and assign the Receivables and the
Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder
and has duly authorized such sale and assignment to Purchaser by all necessary corporate
action; and the execution, delivery and performance of this Agreement and Seller’s Related
Documents have been duly authorized by Seller by all necessary corporate action.




     (e) Valid Sale; Binding Obligations. This Agreement and Seller’s Related
Documents have been duly executed and delivered, shall effect a valid sale, transfer and
assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable
against Seller and creditors of and purchasers from Seller; and this Agreement and Seller’s
Related Documents constitute legal, valid and binding obligations of Seller enforceable in
accordance with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a proceeding in equity
or at law.




     (f) No Violation. The consummation of the transactions contemplated by this
Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and
the Related Documents, shall not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice, lapse of time or both) a default
under, the articles of incorporation or bylaws of Seller, or any indenture, agreement,
mortgage, deed of trust or other instrument to which Seller is a party or by which it is
bound, or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, other than this Agreement, the Spread Account Agreement, the Sale and Servicing
Agreement and the Indenture, or violate any law, order, rule or regulation applicable to
Seller of any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over Seller or any of its properties.



5









 






     (g) No Proceedings. There are no proceedings or investigations pending or, to
Seller’s knowledge, threatened against Seller, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having jurisdiction
over Seller or its properties (i) asserting the invalidity of this Agreement or any of the
Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of
any of the transactions contemplated by this Agreement or any of the Related Documents,
(iii) seeking any determination or ruling that might materially and adversely affect the
performance by Seller of its obligations under, or the validity or enforceability of, this
Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal
income tax or other federal, state or local tax attributes of, or seeking to impose any
excise, franchise, transfer or similar tax upon, the transfer and acquisition of the
Receivables and the Other Conveyed Property hereunder or under the Sale and Servicing
Agreement.




     (h) True Sale. The Receivables are being transferred with the intention of
removing them from Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the
same may be amended from time to time.




     (i) Chief Executive Office. The chief executive office of Seller is located at
801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.



          SECTION 3.2 Representations and Warranties of Purchaser. Purchaser makes the
following representations and warranties, on which Seller relies in selling, assigning,
transferring and conveying the Receivables and the Other Conveyed Property to Purchaser hereunder.
Such representations are made as of the execution and delivery of this Agreement, but shall survive
the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder and
the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing
Agreement.




     (a) Organization and Good Standing. Purchaser has been duly organized and is
validly existing and in good standing as a corporation under the laws of the State of
Nevada, with the power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is currently conducted, and had at all
relevant times, and has, full power, authority and legal right to acquire and own the
Receivables and the Other Conveyed Property, and to transfer the Receivables and the Other
Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.




     (b) Due Qualification. Purchaser is duly qualified to do business as a foreign
corporation, is in good standing, and has obtained all necessary licenses and approvals in
all jurisdictions where the failure to do so would materially and adversely affect
Purchaser’s ability to acquire the Receivables or the Other Conveyed Property, and to
transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale
and Servicing Agreement, or the validity or enforceability of the Receivables and the Other
Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s
Related Documents.



6









 






     (c) Power and Authority. Purchaser has the power, authority and legal right to
execute and deliver this Agreement and to carry out the terms hereof and to acquire the
Receivables and the Other Conveyed Property hereunder; and the execution, delivery and
performance of this Agreement and all of the documents required pursuant hereto have been
duly authorized by Purchaser by all necessary corporate action.




     (d) No Consent Required. Purchaser is not required to obtain the consent of
any other Person, or any consent, license, approval or authorization or registration or
declaration with, any governmental authority, bureau or agency in connection with the
execution, delivery or performance of this Agreement and the Related Documents, except for
such as have been obtained, effected or made.




     (e) Binding Obligation. This Agreement constitutes a legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its terms,
subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation and other similar laws and to general equitable
principles.




     (f) No Violation. The execution, delivery and performance by Purchaser of this
Agreement, the consummation of the transactions contemplated by this Agreement and the
Related Documents and the fulfillment of the terms of this Agreement and the Related
Documents do not and will not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or bylaws of Purchaser, or conflict with or breach any of the
terms or provisions of, or constitute (with or without notice or lapse of time) a default
under, any indenture, agreement, mortgage, deed of trust or other instrument to which
Purchaser is a party or by which Purchaser is bound or to which any of its properties are
subject, or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument (other than the Sale and Servicing Agreement and the Spread Account Agreement),
or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of
any federal or state regulatory body, any court, administrative agency, or other
governmental instrumentality having jurisdiction over Purchaser or any of its properties.




     (g) No Proceedings. There are no proceedings or investigations pending, or, to
the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body,
administrative agency, or other tribunal or governmental instrumentality having jurisdiction
over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of
the Related Documents, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any of the Related Documents, (iii) seeking any
determination or ruling that might materially and adversely affect the performance by
Purchaser of its obligations under, or the validity or enforceability of, this Agreement or
any of the Related Documents or (iv) that may adversely affect the federal or state income
tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon,
the transfer and acquisition of the Receivables and the Other



7









 







Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed
Property to the Issuer pursuant to the Sale and Servicing Agreement.



          In the event of any breach of a representation and warranty made by Purchaser hereunder,
Seller covenants and agrees that it will not take any action to pursue any remedy that it may have
hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on
which all Notes, Certificates, pass-through certificates or other similar securities issued by
Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and
Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant
may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders
and Owner Trustee on behalf of the Certificateholder.



ARTICLE IV.




COVENANTS OF SELLER




          SECTION 4.1 Protection of Title of Purchaser.




     (a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a
UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser
or secured party and describing the Receivables and the Other Conveyed Property being sold
by it to Purchaser as collateral, with the office of the Secretary of State of the State of
Delaware and in such other locations as Purchaser shall have required. From time to time
thereafter, Seller shall execute and file such financing statements and cause to be executed
and filed such continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of Purchaser under this
Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral
Agent under the Indenture in the Receivables and the Other Conveyed Property and in the
proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser, the Trust
Collateral Agent and the Insurer file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing. In the event
that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the
Trust Collateral Agent may do so, at the expense of such Seller. In furtherance of the
foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral
Agent to file a record or records (as defined in the applicable UCC), including, without
limitation, financing statements, in all jurisdictions and with all filing offices as each
may determine, in its sole discretion, are necessary or advisable to perfect the security
interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing
statements may describe the collateral in the same manner as described herein or may contain
an indication or description of collateral that describes such property in any other manner
as such party may determine, in its sole discretion, is necessary, advisable or prudent to
ensure the perfection of the security interest in the collateral granted to the Purchaser
herein.




     (b) Seller shall not change its name, identity, state of incorporation or corporate
structure in any manner that would, could or might make any financing



8









 







statement or continuation statement filed by Seller (or by Purchaser, Issuer or the
Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously
misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given
Purchaser, Issuer, the Insurer and the Trust Collateral Agent at least 60 days’ prior
written notice thereof, and shall promptly file appropriate amendments to all previously
filed financing statements and continuation statements.




     (c) Seller shall give Purchaser, the Issuer, the Insurer (so long as an Insurer Default
shall not have occurred and be continuing) and the Trust Collateral Agent at least 60 days’
prior written notice of any relocation that would result in a change of the location of the
debtor within the meaning of Section 9-307 of the applicable UCC. Seller shall at all times
maintain (i) each office from which it services Receivables within the United States of
America or Canada and (ii) its principal executive office within the United States of
America.




     (d) Prior to the Closing Date, Seller has maintained accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at
any time as of or prior to the Closing Date, the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each Receivable and
the Principal Balance as of the Cutoff Date. Seller shall maintain its computer systems so
that, from and after the time of sale under this Agreement of the Receivables to Purchaser,
and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer
records (including archives) that shall refer to a Receivable indicate clearly that such
Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer.
Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on
Seller’s computer systems when, and only when, the Receivable shall become a Purchased
Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the
terms of the Sale and Servicing Agreement.




     (e) If at any time Seller shall propose to sell, grant a security interest in, or
otherwise transfer any interest in any motor vehicle receivables to any prospective
purchaser, lender or other transferee, Seller shall give to such prospective purchaser,
lender, or other transferee computer tapes, records, or print-outs (including any restored
from archives) that, if they shall refer in any manner whatsoever to any Receivable (other
than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such
Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the
Issuer.



          SECTION 4.2 Other Liens or Interests. Except for the conveyances hereunder, Seller
will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or
suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest therein,
and Seller shall defend the right, title, and interest of Purchaser and the Issuer in and to the
Receivables and the Other Conveyed Property against all claims of third parties claiming through or
under Seller.



9









 





          SECTION 4.3 Costs and Expenses. Seller shall pay all reasonable costs and
disbursements in connection with the performance of its obligations hereunder and under its Related
Documents.



          SECTION 4.4 Indemnification.




     (a) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out of or resulting from any breach of any of
Seller’s representations and warranties contained herein.




     (b) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out of or resulting from the use, ownership or
operation by Seller or any affiliate thereof of a Financed Vehicle.




     (c) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any and all costs, expenses, losses,
damages, claims and liabilities arising out of or resulting from any action taken, or failed
to be taken, by it in respect of any portion of the Receivables other than in accordance
with this Agreement or the Sale and Servicing Agreement.




     (d) Seller agrees to pay, and shall defend, indemnify and hold harmless Purchaser, the
Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the
Insurer, the Noteholders and the Certificateholder from and against any taxes that may at
any time be asserted against Purchaser, the Issuer, the Trust Collateral Agent, the Trustee,
the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the
Certificateholder with respect to the transactions contemplated in this Agreement,
including, without limitation, any sales, gross receipts, general corporation, tangible or
intangible personal property, privilege, or license taxes (but not including any taxes
asserted with respect to, and as of the date of, the sale, transfer and assignment of the
Receivables and the Other Conveyed Property to Purchaser and by Purchaser to the Issuer or
the issuance and original sale of the Notes or issuance of the Certificate, or asserted with
respect to ownership of the Receivables and Other Conveyed Property which shall be
indemnified by Seller pursuant to clause (e) below, or federal, state or other income taxes,
arising out of distributions on the Notes or the Certificate or transfer taxes arising in
connection with the transfer of the Notes or the Certificate) and costs and expenses in
defending against the same, arising by reason of the acts to be performed by Seller under
this Agreement or imposed against such Persons.




     (e) Seller agrees to pay, and to indemnify, defend and hold harmless Purchaser, the
Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the
Insurer, the Noteholders and the Certificateholder from, any taxes which may at any time be
asserted against such Persons with respect to, and as of the date



10









 







of, the conveyance or ownership of the Receivables or the Other Conveyed Property
hereunder and the conveyance or ownership of the Receivables under the Sale and Servicing
Agreement or the issuance and original sale of the Notes or the issuance of the Certificate,
including, without limitation, any sales, gross receipts, personal property, tangible or
intangible personal property, privilege or license taxes (but not including any federal or
other income taxes, including franchise taxes, arising out of the transactions contemplated
hereby or transfer taxes arising in connection with the transfer of the Notes or the
Certificate) and costs and expenses in defending against the same, arising by reason of the
acts to be performed by Seller under this Agreement or imposed against such Persons.




     (f) Seller shall defend, indemnify, and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any and all costs, expenses, losses,
claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage,
or liability arose out of, or was imposed upon Purchaser, the Issuer, the Trust Collateral
Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders or
the Certificateholder through the negligence, willful misfeasance, or bad faith of Seller in
the performance of its duties under this Agreement or by reason of reckless disregard of
Seller’s obligations and duties under this Agreement.




     (g) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any loss, liability or expense
incurred by reason of the violation by Seller of federal or state securities laws in
connection with the registration or the sale of the Notes.




     (h) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust
Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the
Noteholders and the Certificateholder from and against any loss, liability or expense
imposed upon, or incurred by, Purchaser, the Issuer, the Trust Collateral Agent, the
Trustee, the Backup Servicer, the Owner Trustee, the Noteholders or the Certificateholder as
result of the failure of any Receivable, or the sale of the related Financed Vehicle, to
comply with all requirements of applicable law.




     (i) Seller shall defend, indemnify, and hold harmless Purchaser from and against all
costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in
connection with the acceptance or performance of Seller’s trusts and duties as Servicer
under the Sale and Servicing Agreement, except to the extent that such cost, expense, loss,
claim, damage, or liability shall be due to the willful misfeasance, bad faith, or
negligence (except for errors in judgment) of Purchaser.




     (j) Seller shall indemnify the Owner Trustee and its officers, directors, successors,
assigns, agents and servants jointly and severally with the Purchaser pursuant to Section
7.2 of the Trust Agreement.



11









 





          Indemnification under this Section 4.4 shall include reasonable fees and expenses of counsel
and expenses of litigation and shall survive payment of the Notes and the Certificate. The
indemnity obligations hereunder shall be in addition to any obligation that Seller may otherwise
have.



ARTICLE V.




REPURCHASES




          SECTION 5.1 Repurchase of Receivables Upon Breach of Warranty. Upon the occurrence of
a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event
shall have been cured in all material respects, repurchase the Receivable relating thereto from the
Issuer and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase
Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of
the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section
6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred
and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against
Seller for such breach available to Purchaser, the Issuer, the Insurer, the Backup Servicer, the
Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of the Noteholders or the
Owner Trustee on behalf of the Certificateholder. The provisions of this Section 5.1 are intended
to grant the Issuer, the Insurer and the Trust Collateral Agent a direct right against Seller to
demand performance hereunder, and in connection therewith, Seller waives any requirement of prior
demand against Purchaser with respect to such repurchase obligation. Any such repurchase shall
take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement.
Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the
contrary, the obligation of Seller under this Section shall not terminate upon a termination of
Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with
the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their
respective obligations with respect to such Receivable under the Sale and Servicing Agreement.



          In addition to the foregoing and notwithstanding whether the related Receivable shall have
been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the
Trustee, the Backup Servicer, the Owner Trustee, the Insurer, the Noteholders and the
Certificateholder from and against all costs, expenses, losses, damages, claims and liabilities,
including reasonable fees and expenses of counsel, which may be asserted against or incurred by
any of them as a result of third party claims arising out of the events or facts giving rise to
such Repurchase Events.



          SECTION 5.2 Reassignment of Purchased Receivables. Upon deposit in the Collection
Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof,
Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to
assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such
Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and
the Issuer directly relating thereto, without recourse, representation or warranty, except as to
the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such
assignment shall be a sale and assignment outright, and not for



12









 







security. If, following the reassignment of a Purchased Receivable, in any enforcement suit
or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that
it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser
and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably
necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s
name.



          SECTION 5.3 Waivers. No failure or delay on the part of Purchaser, or the Issuer as
assignee of Purchaser, or the Trust Collateral Agent as assignee of the Issuer, in exercising any
power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude any other or future exercise
thereof or the exercise of any other power, right or remedy.



ARTICLE VI.




MISCELLANEOUS




          SECTION 6.1 Liability of Seller. Seller shall be liable in accordance herewith only
to the extent of the obligations in this Agreement specifically undertaken by Seller and the
representations and warranties of Seller.



          SECTION 6.2 Merger or Consolidation of Seller or Purchaser. Any corporation or other
entity (i) into which Seller or Purchaser may be merged or consolidated, (ii) resulting from any
merger or consolidation to which Seller or Purchaser is a party or (iii) succeeding to the business
of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of
incorporation containing provisions relating to limitations on business and other matters
substantively identical to those contained in Purchaser’s certificate of incorporation, provided
that in any of the foregoing cases such corporation shall execute an agreement of assumption to
perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and,
whether or not such assumption agreement is executed, shall be the successor to Seller or
Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their
responsibilities hereunder, if it survives such merger or consolidation) without the execution or
filing of any document or any further action by any of the parties to this Agreement.
Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be
continuing, Purchaser shall not merge or consolidate with any other Person or permit any other
Person to become the successor to Purchaser’s business without the prior written consent of the
Insurer. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust
Collateral Agent, the Owner Trustee and, so long as an Insurer Default shall not have occurred and
be continuing, the Insurer of such merger, consolidation or purchase and assumption.
Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to
in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been
breached (for purposes hereof, such representations and warranties shall speak as of the date of
the consummation of such transaction) and no event that, after notice or lapse of time, or both,
would become an event of default under the Insurance Agreement, shall have occurred and be
continuing, (y) Seller or Purchaser, as applicable, shall have delivered written notice of such
consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation
of such transaction and shall have delivered to the Issuer, the Insurer and the



13









 







Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on
behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with this Section 6.2
and that all conditions precedent, if any, provided for in this Agreement relating to such
transaction have been complied with, and (z) Seller or Purchaser, as applicable, shall have
delivered to the Issuer, the Insurer and the Trust Collateral Agent an Opinion of Counsel, stating,
in the opinion of such counsel, either (A) all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary to preserve and protect the
interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details
of the filings or (B) no such action shall be necessary to preserve and protect such interest.



          SECTION 6.3 Limitation on Liability of Seller and Others. Seller and any director,
officer, employee or agent thereof may rely in good faith on the advice of counsel or on any
document of any kind prima facie properly executed and submitted by any Person respecting any
matters arising under this Agreement. Seller shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its obligations under this Agreement
or its Related Documents and that in its opinion may involve it in any expense or liability.



          SECTION 6.4 Seller May Own Notes or the Certificate. Subject to the provisions of the
Sale and Servicing Agreement, Seller and any Affiliate of Seller may in their individual or any
other capacity become the owner or pledgee of Notes or the Certificate with the same rights as they
would have if they were not Seller or an Affiliate thereof.



          SECTION 6.5 Amendment.




     (a) This Agreement may be amended by Seller and Purchaser with the prior written
consent of the Insurer (so long as an Insurer Default shall not have occurred and be
continuing) but without the consent of the Trust Collateral Agent, the Owner Trustee, the
Certificateholder or any of the Noteholders (i) to cure any ambiguity or (ii) to correct any
provisions in this Agreement; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel delivered to the Issuer, the Owner Trustee, the Insurer and the Trust
Collateral Agent, adversely affect in any material respect the interests of any
Certificateholder or Noteholder or, if an Insurer Default shall have occurred and be
continuing, the Insurer.




     (b) This Agreement may also be amended from time to time by Seller and Purchaser, with
the prior written consent of the Insurer (so long as an Insurer Default shall not have
occurred and be continuing) and with the consent of the Trust Collateral Agent and, if
required, the Certificateholder and the Noteholders, in accordance with the Sale and
Servicing Agreement, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement, or of modifying in any manner the
rights of the Certificateholder or Noteholders; provided, however, the
Seller provides the Trust Collateral Agent with an Opinion of Counsel, (which may be
provided by the Seller’s internal counsel) that no such amendment shall increase or reduce
in any manner the amount of, or accelerate or delay the timing of, collections of payments
on Receivables or distributions that shall be required to be made on any Note



14









 







or Certificate; provided further that if an Insurer Default has occurred and is
continuing, such amendment shall not materially adversely affect the interests of the
Insurer.




     (c) Prior to the execution of any such amendment or consent, Seller shall have
furnished written notification of the substance of such amendment or consent to each Rating
Agency.




     (d) It shall not be necessary for the consent of Certificateholder or Noteholders
pursuant to this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholder or Noteholders shall be subject to such reasonable requirements
as the Trust Collateral Agent may prescribe, including the establishment of record dates.
The consent of a Holder of a Certificate or a Note given pursuant to this Section or
pursuant to any other provision of this Agreement shall be conclusive and binding on such
Holder and on all future Holders of such Certificate or Note and of any Certificate or Note
issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificate or Note.



          SECTION 6.6 Notices. All demands, notices and communications to Seller or Purchaser
hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed
in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and
shall be deemed to have been given upon receipt (a) in the case of Seller, to AmeriCredit Financial
Services, Inc., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention: Chief Financial
Officer, or (b) in the case of Purchaser, to AFS SenSub Corp., 2265 B Renaissance Drive, Suite 17,
Las Vegas, Nevada 89119, Attention: Chief Financial Officer, or such other address as shall be
designated by a party in a written notice delivered to the other party or to the Issuer, Owner
Trustee, the Insurer or the Trust Collateral Agent, as applicable.



          SECTION 6.7 Merger and Integration. Except as specifically stated otherwise herein,
this Agreement and Related Documents set forth the entire understanding of the parties relating to
the subject matter hereof, and all prior understandings, written or oral, are superseded by this
Agreement and the Related Documents. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.



          SECTION 6.8 Severability of Provisions. If any one or more of the covenants,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions
or terms of this Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.



          SECTION 6.9 Intention of the Parties. The execution and delivery of this Agreement
shall constitute an acknowledgment by Seller and Purchaser that they intend that the assignment and
transfer herein contemplated constitute a sale and assignment outright, and not for security, of
the Receivables and the Other Conveyed Property, conveying good title thereto free and clear of any
Liens, from Seller to Purchaser, and that the Receivables and the Other



15









 







Conveyed Property shall not be a part of Seller’s estate in the event of the bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with
respect to Seller. In the event that such conveyance is determined to be made as security for a
loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder to Seller, the Seller
hereby grants to Purchaser a security interest in all of Seller’s right, title and interest in and
to the following property, whether now owned or existing or hereafter acquired or arising, and this
Agreement shall constitute a security agreement under applicable law (collectively, the “Purchase
Agreement Collateral”):




          (1) the Receivables and all moneys received thereon after the Cutoff Date;




          (2) the security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in such Financed Vehicles;




          (3) any proceeds and the right to receive proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors and any proceeds from the liquidation of the Receivables;




          (4) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and Sale Agreement as a
result of a breach of representation or warranty in the related Dealer Agreement or Auto
Loan Purchase and Sale Agreement;




          (5) all rights under any Service Contracts on the related Financed Vehicles;




          (6) the related Receivable Files;




          (7) all of the Seller’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv)
Instruments and (v) General Intangibles (as such terms are defined in the UCC) relating to
the property described in (1) through (6); and




          (8) all proceeds and investments with respect to items (1) through (7).



          SECTION 6.10 Governing Law. This Agreement shall be construed in accordance with, and
this Agreement and all matters arising out of or relating in any way to this Agreement shall be
governed by, the law of the State of New York, without giving effect to its conflict of law
provisions (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).



          SECTION 6.11 Counterparts. For the purpose of facilitating the execution of this
Agreement and for other purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.



16









 





          SECTION 6.12 Conveyance of the Receivables and the Other Conveyed Property to the
Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing
Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights
under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such
conveyance and pledge and waives any further notice thereof and covenants and agrees that the
representations and warranties of Seller contained in this Agreement and the rights of Purchaser
hereunder are intended to benefit the Insurer, the Issuer, the Owner Trustee, the Trust Collateral
Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller
covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms
hereof for the benefit of the Insurer, the Issuer, the Owner Trustee, the Trust Collateral Agent,
the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in
this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust
Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the
Servicer, the Backup Servicer or the Purchaser to perform its respective duties and obligations
hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties
and obligations of Seller under this Agreement against Seller for the benefit of the Insurer, the
Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.



          SECTION 6.13 Nonpetition Covenant. Neither Purchaser nor Seller shall petition or
otherwise invoke the process of any court or government authority for the purpose of commencing or
sustaining a case against the Purchaser or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Purchaser or the Issuer or any substantial part of
their respective property, or ordering the winding up or liquidation of the affairs of the
Purchaser or the Issuer.



          SECTION 6.14 Benefits of Purchase Agreement. The Insurer and its successors and
assigns shall be a third-party beneficiary to the provisions of this Purchase Agreement and shall
be entitled to rely upon and directly enforce the provisions of this Purchase Agreement so long as
no Insurer Default shall have occurred and be continuing.



[Remainder of page intentionally left blank]




17









 





          IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to be duly executed by
their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	AFS SENSUB CORP., 

      as Purchaser

 	 
	 	By  	/s/  Sheli Fitzgerald
 	 
	 	 	Name:  	Sheli Fitzgerald 	 
	 	 	Title:  	Vice President, Structured Finance 	 
	 



	 	 	 	 	 
	 	AMERICREDIT FINANCIAL SERVICES, INC., 
     as Seller

 	 
	 	By  	/s/  Susan B. Sheffield
 	 
	 	 	Name:  	Susan B. Sheffield 	 
	 	 	Title:  	Senior Vice President, Structured Finance 	 
	 



Accepted:




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and Trust Collateral Agent




By  /s/ Marianna C. Stershic                                        

      Name: Marianna C. Stershic

      Title: Vice President




[Purchase Agreement]




 









 





SCHEDULE A




SCHEDULE OF RECEIVABLES






[On File with AmeriCredit, the Trustee and Dewey & LeBoeuf LLP]




 Sch. A





 









 





SCHEDULE B




REPRESENTATIONS AND WARRANTIES OF




AMERICREDIT FINANCIAL SERVICES, INC. (“AMERICREDIT”)




     1. Characteristics of Receivables. Each Receivable (A) was originated (i) by
AmeriCredit, (ii) by an Originating Affiliate and was validly assigned by such Originating
Affiliate to AmeriCredit, (iii) by a Dealer and purchased by AmeriCredit from such Dealer under an
existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly
assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment or (iv) by a Third-Party
Lender and purchased by AmeriCredit from such Third-Party Lender under an existing Auto Loan
Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with AmeriCredit and was
validly assigned by such Third-Party Lender to AmeriCredit pursuant to a Third-Party Lender
Assignment (B) was originated by AmeriCredit, such Originating Affiliate, such Dealer or such
Third-Party Lender for the retail sale of a Financed Vehicle in the ordinary course of
AmeriCredit’s, such Originating Affiliate’s, the Dealer’s or the Third-Party Lender’s business, in
each case was originated in accordance with AmeriCredit’s credit policies and was fully and
properly executed by the parties thereto, and AmeriCredit, each Originating Affiliate, each Dealer
and each Third-Party Lender had all necessary licenses and permits to originate Receivables in the
state where AmeriCredit, each such Originating Affiliate, each such Dealer or each such Third-Party
Lender was located, (C) contains customary and enforceable provisions such as to render the rights
and remedies of the holder thereof adequate for realization against the collateral security, (D) is
a Receivable which provides for level monthly payments (provided that the period in the first
Collection Period and the payment in the final Collection Period of the Receivable may be minimally
different from the normal period and level payment) which, if made when due, shall fully amortize
the Amount Financed over the original term and (E) has not been amended or collections with respect
to which waived, other than as evidenced in the Receivable File or the Servicer’s electronic
records relating thereto.



     2. No Fraud or Misrepresentation. Each Receivable was originated (i) by AmeriCredit,
(ii) by an Originating Affiliate and was assigned by the Originating Affiliate to AmeriCredit,
(iii) by a Dealer and was sold by the Dealer to AmeriCredit or (iv) by a Third-Party Lender and was
sold by the Third-Party Lender to AmeriCredit, and was sold by AmeriCredit to AFS SenSub Corp.
without any fraud or misrepresentation on the part of such Originating Affiliate, Dealer,
Third-Party Lender or AmeriCredit in any case.



     3. Compliance with Law. All requirements of applicable federal, state and local laws,
and regulations thereunder (including, without limitation, usury laws, the Federal Truth-in-Lending
Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act,
the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Moss-Magnuson
Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z” (including amendments to the
Federal Reserve’s Official Staff Commentary to Regulation Z, effective October 1, 1998, concerning
negative equity loans), the Servicemembers Civil Relief Act, each applicable state Motor Vehicle
Retail Installment Sales Act, and state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure
laws) in respect of the Receivables and the Financed Vehicles, have



Sch. B-1









 







been complied with in all material respects, and each Receivable and the sale of the Financed
Vehicle evidenced by each Receivable complied at the time it was originated or made and now
complies in all material respects with all applicable legal requirements.



     4. Origination. Each Receivable was originated in the United States.



     5. Binding Obligation. Each Receivable represents the genuine, legal, valid and
binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance
with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditors’ rights generally and by
equitable limitations on the availability of specific remedies, regardless of whether such
enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be
modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as
amended; and all parties to each Receivable had full legal capacity to execute and deliver such
Receivable and all other documents related thereto and to grant the security interest purported to
be granted thereby.



     6. No Government Obligor. No Obligor is the United States of America or any State or
any agency, department, subdivision or instrumentality thereof.



     7. Obligor Bankruptcy. At the Cutoff Date, no Obligor had been identified on the
records of AmeriCredit as being the subject of a current bankruptcy proceeding.



     8. Schedule of Receivables. The information set forth in the Schedule of Receivables
has been produced from the Electronic Ledger and was true and correct in all material respects as
of the close of business on the Cutoff Date.



     9. Marking Records. Each of the Seller and AFS SenSub Corp. has indicated in its
files that the Receivables have been sold to the Issuer pursuant to the Sale and Servicing
Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, AmeriCredit
has indicated in its computer files that the Receivables are owned by the Trust.



     10. Computer Tape. The Computer Tape made available by AmeriCredit to AFS SenSub
Corp. and to the Issuer on the Closing Date was complete and accurate as of the Cutoff Date and
includes a description of the same Receivables that are described in the Schedule of Receivables.



     11. Adverse Selection. No selection procedures adverse to the Noteholders or the
Insurer were utilized in selecting the Receivables from those receivables owned by AmeriCredit
which met the selection criteria set forth in clauses (A) through (O) of number 30 of this Schedule
B.



     12. Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic
chattel paper” within the meaning of the UCC as in effect in the States of Texas, New York, Nevada
and Delaware.



     13. One Original. There is only one original executed copy (or with respect to
“electronic chattel paper”, one authoritative copy) of each Contract. With respect to Contracts
that



Sch. B-2









 







are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and
unalterable (other than with the participation of the Trust Collateral Agent in the case of an
addition or amendment of an identified assignee and other than a revision that is readily
identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the
following effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on
behalf of the Custodian.



     14. Not an Authoritative Copy. With respect to Contracts that are “electronic chattel
paper”, the Seller has marked all copies of each such Contract other than an authoritative copy
with a legend to the following effect: “This is not an authoritative copy.”



     15. Revisions. With respect to Contracts that are “electronic chattel paper”, the
related Receivables have been established in a manner such that (a) all copies or revisions that
add or change an identified assignee of the authoritative copy of each such Contract must be made
with the participation of the Trust Collateral Agent and (b) all revisions of the authoritative
copy of each such Contract must be readily identifiable as an authorized or unauthorized revision.



     16. Pledge or Assignment. With respect to Contracts that are “electronic chattel
paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or
notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other
than the Trust Collateral Agent.



     17. Receivable Files Complete. There exists a Receivable File pertaining to each
Receivable and such Receivable File contains a fully executed original of the Contract and the
original Lien Certificate or a copy of the application therefor. Related documentation concerning
the Receivable, including any documentation regarding modifications of the Contract, will be
maintained electronically by the Servicer in accordance with customary policies and procedures.
Each of such documents which is required to be signed by the Obligor has been signed by the Obligor
in the appropriate spaces. All blanks on any form have been properly filled in and each form has
otherwise been correctly prepared. With respect to Receivables that are tangible chattel paper,
the complete Receivable File for each Receivable, including a fully executed original of the
Contract, currently is in the possession of the Custodian.



     18. Receivables in Force. No Receivable has been satisfied, subordinated or
rescinded, and the Financed Vehicle securing each such Receivable has not been released from the
lien of the related Receivable in whole or in part. No terms of any Receivable have been waived,
altered or modified in any respect since its origination, except by instruments or documents
identified in the Receivable File or the Servicer’s electronic records.



     19. Lawful Assignment. No Receivable was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and
assignment of such Receivable under this Agreement or pursuant to transfers of the Notes.



     20. Good Title. Immediately prior to the conveyance of the Receivables to AFS SenSub
Corp. pursuant to this Agreement, AmeriCredit was the sole owner thereof and had good and
indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by
AmeriCredit, AFS SenSub Corp. shall have good and indefeasible title to and will be the sole



Sch. B-3









 







owner of such Receivables, free of any Lien. No Dealer or Third-Party Lender has a
participation in, or other right to receive, proceeds of any Receivable. AmeriCredit has not taken
any action to convey any right to any Person that would result in such Person having a right to
payments received under the related Insurance Policies or the related Dealer Agreements, Auto Loan
Purchase and Sale Agreements, Dealer Assignments, or Third-Party Lender Assignments or to payments
due under such Receivables.



     21. Security Interest in Financed Vehicle. Each Receivable created or shall create a
valid, binding and enforceable first priority security interest in favor of AmeriCredit (or an
Originating Affiliate or a Titled Third-Party Lender which first priority security interest has
been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed
Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to
such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and
will show, AmeriCredit (or an Originating Affiliate or a Titled Third-Party Lender) named as the
original secured party under each Receivable as the holder of a first priority security interest in
such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet
been returned from the Registrar of Titles, AmeriCredit or the related Originating Affiliate has
applied for or received written evidence from the related Dealer or Third-Party Lender that such
Lien Certificate showing AmeriCredit, an Originating Affiliate, the Issuer or a Titled Third-Party
Lender, as applicable, as first lienholder has been applied for and the Originating Affiliate’s or
Titled Third-Party Lender’s security interest has been validly assigned by the Originating
Affiliate or Titled Third-Party Lender, as applicable, to AmeriCredit and AmeriCredit’s security
interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement.
This Agreement creates a valid and continuing security interest (as defined in the UCC) in the
Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Seller. Immediately after the
sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp., each Receivable will be
secured by an enforceable and perfected first priority security interest in the Financed Vehicle in
favor of AFS SenSub Corp. as secured party, which security interest is prior to all other Liens
upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be
created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed
Vehicle). As of the Cutoff Date, there were no Liens or claims for taxes, work, labor or materials
affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related
Receivable.



     22. All Filings Made. All filings (including, without limitation, UCC filings
(including, without limitation, the filing by the Seller of all appropriate financing statements in
the proper filing office in the State of Delaware under applicable law in order to perfect the
security interest in the Receivables granted to the Purchaser hereunder)) required to be made by
any Person and actions required to be taken or performed by any Person in any jurisdiction to give
the Issuer and the Trust Collateral Agent a first priority perfected lien on, or ownership interest
in, the Receivables and the proceeds thereof and the Other Conveyed Property have been made, taken
or performed.



     23. No Impairment. AmeriCredit has not done anything to convey any right to any
Person that would result in such Person having a right to payments due under the Receivables or
otherwise to impair the rights of the Trust, the Insurer, the Trustee, the Trust Collateral Agent
and



Sch. B-4









 







the Noteholders in any Receivable or the proceeds thereof. Other than the security interest
granted to the Purchaser pursuant to this Agreement and except any other security interests that
have been fully released and discharged as of the Closing Date, the Seller has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The
Seller has not authorized the filing of and is not aware of any financing statements against the
Seller that include a description of collateral covering the Receivables other than any financing
statement relating to the security interest granted to the Purchaser hereunder or that has been
terminated. The Seller is not aware of any judgment or tax lien filings against it.



     24. Receivable Not Assumable. No Receivable is assumable by another Person in a
manner which would release the Obligor thereof from such Obligor’s obligations to AmeriCredit with
respect to such Receivable.



     25. No Defenses. No Receivable is subject to any right of rescission, setoff,
counterclaim or defense and no such right has been asserted or threatened with respect to any
Receivable.



     26. No Default. There has been no default, breach, violation or event permitting
acceleration under the terms of any Receivable (other than payment delinquencies of not more than
30 days) and no condition exists or event has occurred and is continuing that with notice, the
lapse of time or both would constitute a default, breach, violation or event permitting
acceleration under the terms of any Receivable, and there has been no waiver of any of the
foregoing. As of the Cutoff Date, no Financed Vehicle had been repossessed.



     27. Insurance. At the time of an origination of a Receivable by AmeriCredit, an
Originating Affiliate, a Dealer or Third-Party Lender, each Financed Vehicle is required to be
covered by a comprehensive and collision insurance policy (i) in an amount at least equal to the
lesser of (a) its maximum insurable value or (b) the principal amount due from the Obligor under
the related Receivable, (ii) naming AmeriCredit (or an Originating Affiliate or a Titled
Third-Party Lender) as loss payee and (iii) insuring against loss and damage due to fire, theft,
transportation, collision and other risks generally covered by comprehensive and collision
coverage. Each Receivable requires the Obligor to maintain physical loss and damage insurance,
naming AmeriCredit, an Originating Affiliate or a Titled Third-Party Lender and its successors and
assigns as additional insured parties, and each Receivable permits the holder thereof to obtain
physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so. No
Financed Vehicle is insured under a policy of Force-Placed Insurance on the Cutoff Date.



     28. Past Due. At the Cutoff Date, no Receivable was more than 30 days past due.



     29. Remaining Principal Balance. At the Cutoff Date, the Principal Balance of each
Receivable set forth in the Schedule of Receivables is true and accurate in all material respects.



     30. Certain Characteristics of Receivables.




     (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not more than
72 months.



Sch. B-5









 






     (B) Each Receivable had an original maturity, as of the Cutoff Date, of not more than
72 months.




     (C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at
least $250 and not more than $80,000.




     (D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of at least
1% and not more than 33%.




     (E) No Receivable was more than 30 days past due as of the Cutoff Date.




     (F) No funds had been advanced by AmeriCredit, any Originating Affiliate, any Dealer,
any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any
Receivable to qualify under clause (E) above.




     (G) Not more than 35% of the Obligors on the Receivables as of the Cutoff Date reside
in Texas and California (based on the Obligor’s mailing address as of the Cutoff Date).




     (H) Each Obligor had a billing address in the United States as of the date of
origination of the related Receivable, is a natural person and is not an Affiliate of any
party to any Related Document.




     (I) Each Receivable is denominated in, and each Contract provides for payment in,
United States dollars.




     (J) Each Receivable is identified on the Servicer’s master servicing records as an
automobile installment sales contract or installment note.




     (K) Each Receivable arose under a Contract which is assignable without the consent of,
or notice to, the Obligor thereunder, and does not contain a confidentiality provision that
purports to restrict the ability of the Servicer to exercise its rights under the Sale and
Servicing Agreement, including, without limitation, its right to review the Contract.




     (L) Each Receivable arose under a Contract with respect to which AmeriCredit has
performed all obligations required to be performed by it thereunder, and, in the event such
Contract is an installment sales contract, delivery of the Financed Vehicle to the related
Obligor has occurred.




     (M) Not more than 2% of all Receivables (calculated by Aggregate Principal Balance)
which have been transferred to the Issuer including the Receivables as of the Cutoff Date
shall be “electronic chattel paper” as such term is defined in the UCC.




     (N) No automobile related to a Receivable was held in repossession inventory as of the
Cutoff Date.




     (O) No Obligor was in bankruptcy as of the Cutoff Date.



Sch. B-6









 






     (P) The Seller has not selected the Receivables in a manner that it believes is adverse
to the interests of the Insurer or the Noteholders.



     31. Interest Calculation. Each Contract provides for the calculation of interest
payable thereunder under either the “simple interest” method, the “Rule of 78’s” method or the
“precomputed interest” method.



     32. Lockbox Account. Each Obligor has been, or will be, directed to make all payments
on their related Receivable to the Lockbox Account.



     33. Lien Enforcement. Each Receivable provides for enforcement of the lien or the
clear legal right of repossession, as applicable, on the Financed Vehicle securing such Receivable.



     34. Prospectus Supplement Description. Each Receivable conforms, and all Receivables
in the aggregate conform, in all material respects to the description thereof set forth in the
Prospectus Supplement.



     35. Risk of Loss. Each Contract contains provisions requiring the Obligor to assume
all risk of loss or malfunction on the related Financed Vehicle, requiring the Obligor to pay all
sales, use, property, excise and other similar taxes imposed on or with respect to the Financed
Vehicle and making the Obligor liable for all payments required to be made thereunder, without any
setoff, counterclaim or defense for any reason whatsoever, subject only to the Obligor’s right of
quiet enjoyment.



     36. Leasing Business. To the best of the Seller’s and the Servicer’s knowledge, as
appropriate, no Obligor is a Person involved in the business of leasing or selling equipment of a
type similar to the Obligor’s related Financed Vehicle.



     37. Consumer Leases. No Receivable constitutes a “consumer lease” under either (a)
the UCC as in effect in the jurisdiction the law of which governs the Receivable or (b) the
Consumer Leasing Act, 15 USC 1667.



     38. Perfection. The Seller has taken all steps necessary to perfect its security
interest against the related Obligors in the property securing the Receivables and will take all
necessary steps on behalf of the Issuer to maintain the Trust’s perfection of the security interest
created by each Receivable in the related Financed Vehicle.




Sch. B-7