Exhibit 10.1


 


EXECUTION COPY


 


 


PURCHASE
AGREEMENT


 


 


between


 


 


AFS
SENSUB CORP.

Purchaser


 


 


and


 


 


AMERICREDIT
FINANCIAL SERVICES, INC.


Seller


 


 


Dated as
of April 10, 2003


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I. DEFINITIONS

  
	
   

  
	
  SECTION
  1.1

  	
  General

  
	
  SECTION 1.2

  	
  Specific Terms

  
	
  SECTION 1.3

  	
  Usage of Terms

  
	
  SECTION
  1.4

  	
  [Reserved]

  
	
  SECTION
  1.5

  	
  No
  Recourse

  
	
  SECTION
  1.6

  	
  Action
  by or Consent of Noteholders and Certificateholder

  
	
  SECTION 1.7

  	
  Material Adverse
  Effect

  
	
   

  	
   

  
	
  ARTICLE II.  CONVEYANCE
  OF THE RECEIVABLES  AND THE OTHER
  CONVEYED PROPERTY

  
	
   

  
	
  SECTION 2.1

  	
  Conveyance of the
  Receivables and the Other Conveyed Property.

  
	
  SECTION 2.2

  	
  [Reserved]

  
	
   

  	
   

  
	
  ARTICLE III.  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  
	
  SECTION 3.1

  	
  Representations and
  Warranties of Seller

  
	
  SECTION 3.2

  	
  Representations and
  Warranties of Purchaser

  
	
   

  	
   

  
	
  ARTICLE IV.  COVENANTS
  OF SELLER

  
	
   

  	
   

  
	
  SECTION 4.1

  	
  Protection of Title of
  Purchaser.

  
	
  SECTION 4.2

  	
  Other Liens or Interests

  
	
  SECTION 4.3

  	
  Costs and Expenses

  
	
  SECTION 4.4

  	
  Indemnification.

  
	
   

  	
   

  
	
  ARTICLE V.  REPURCHASES

  
	
   

  	
   

  
	
  SECTION 5.1

  	
  Repurchase of
  Receivables Upon Breach of Warranty

  
	
  SECTION 5.2

  	
  Reassignment of
  Purchased Receivables

  
	
  SECTION 5.3

  	
  Waivers

  
	
   

  	
   

  
	
  ARTICLE VI.  MISCELLANEOUS

  
	
   

  	
   

  
	
  SECTION 6.1

  	
  Liability of Seller

  
	
  SECTION 6.2

  	
  Merger or Consolidation
  of Seller or Purchaser

  
	
  SECTION 6.3

  	
  Limitation on Liability
  of Seller and Others

  
	
  SECTION 6.4

  	
  Seller May Own Notes or
  the Certificate

  
	
  SECTION 6.5

  	
  Amendment.

  
	
  SECTION 6.6

  	
  Notices

  
	
  SECTION 6.7

  	
  Merger and Integration

  
	
  SECTION 6.8

  	
  Severability of
  Provisions

  
	
  SECTION 6.9

  	
  Intention of the
  Parties.

  
	
  SECTION 6.10

  	
  Governing Law

  
	
  SECTION 6.11

  	
  Counterparts

  
	
  SECTION 6.12

  	
  Conveyance of the
  Receivables and the Other Conveyed Property to the Issuer

  
	
  SECTION 6.13

  	
  Nonpetition Covenant

  



 


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  SECTION 6.14

  	
  Benefits of Purchase
  Agreement

  



 


SCHEDULES


 


Schedule A — Schedule
of Receivables


Schedule B — Representations and
Warranties from AFS as to the Receivables


 


ii

















 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT, dated as of April 10, 2003,
executed among 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 April 10, 2003, by and among AFS SenSub Corp. (as Seller),
AmeriCredit Financial Services, Inc. (in its individual capacity and as
Servicer), AmeriCredit Automobile Receivables Trust 2003-A-M (as
Issuer), JPMorgan Chase Bank, as Trust Collateral Agent and Systems &
Services Technologies, Inc., as Backup Servicer.


 


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 April 16, 2003.


 


“Issuer” means AmeriCredit Automobile
Receivables Trust 2003-A-M.


 


“Other Conveyed Property” means all property
conveyed by the Seller to the Purchaser pursuant to this Agreement and by the
Purchaser to the Trust pursuant to Sections 2.1(b),(c),(d),(e),(f), (h), (i)
and (j) of the Sale and Servicing Agreement.


 


“Owner Trustee” means Deutsche Bank Trust
Company Delaware, as Owner


 

















 


Trustee
appointed and acting pursuant to the Trust Agreement.


 


“Receivables” means the Receivables listed on
the Schedules of Receivables attached hereto.


 


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


 


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


 


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


 


“Trustee” means JPMorgan Chase Bank, 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 Receivables and the Other Conveyed
Property.  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).


 


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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 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 and the Swap Provider Policies.  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 the Closing Date are true and correct.


 


(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 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,


 


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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.


 


(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,


 


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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 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.


 


(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 by-laws 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


 


6

















 


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 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


 


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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 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 location of the
debtor within the meaning of Section 9-307 of the applicable UCC.  Seller shall at all times maintain each
office from which it services Receivables and 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 Closing 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 shall have been paid in full.


 


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(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), 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.


 


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 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


 


9

















 


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 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 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 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 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 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


 


10

















 


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.


 


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,


 


11

















 


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 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 


 


12

















 


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 Trust Collateral
Agent an Officer’s Certificate 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.


 


13

















 


(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 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., 639 Isbell Rd., Suite 390, Reno, Nevada 85909,
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.


 


14

















 


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.


 


(a)           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 Conveyed
Property shall not be a part of Seller’s estates 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 parties intend that Seller
shall have granted to Purchaser a security interest in all of Seller’s right,
title and interest in and to (collectively, the “Collateral”):


 


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


 


(2)           the
Other Conveyed Property conveyed to Purchaser by Seller pursuant to this
Agreement including (a) an assignment of 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, (b) any proceeds and the right to
receive any 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,
(c) any proceeds from any Receivable repurchased by a Dealer, pursuant to a
Dealer Agreement, as a result of a breach of representation or warranty in the
related Dealer Agreement, (d) any proceeds from any Receivable repurchased by 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 Auto Loan
Purchase and Sale Agreement, (e) all rights under any Service Contracts on the
related Financed Vehicles, (f) the related Receivables Files and (g) the
proceeds of any and all of the foregoing,


 


(3)           all
of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents, (d)
Instruments, and (e) General Intangibles (as such terms are defined in the
applicable UCC) relating to the property described in items (1) and (2), and


 


(4)           all
proceeds and investments with respect to items (1), (2), and (3) above.


 


15

















 


(b)           This Agreement shall constitute a
security agreement under applicable law.


 


SECTION 6.10       Governing Law.  This Agreement shall be construed in
accordance with and 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.


 


SECTION 6.12       Conveyance of the Receivables and the
Other Conveyed Property to the Issuer. 
Seller acknowledge 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 date
hereof.  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.


 


16

















 


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/ Susan B. Sheffield

  	
   

  
	
   

  	
  Name:  Susan B. Sheffield

  
	
   

  	
  Title: Vice President,
  Structured Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICREDIT FINANCIAL
  SERVICES,

  INC., as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Beth Sorensen

  	
   

  
	
   

  	
  Name: Beth Sorensen

  
	
   

  	
  Title: Senior Vice
  President, Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK,

  	
   

  
	
  as Trustee and
  Trust Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Jennifer H. McCourt

  	
   

  	
   

  
	
  Name: Jennifer H. McCourt

  	
   

  
	
  Title: Vice President

  	
   

  
							



 


 


[Purchase Agreement]


 


17

















 


SCHEDULE A


 


SCHEDULE OF
RECEIVABLES


 


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


 

















 


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 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 (iii) 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 Dealer or such Third-Party Lender for the retail sale of a Financed
Vehicle in the ordinary course of AmeriCredit’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 Dealer and each Third-Party Lender had
all necessary licenses and permits to originate Receivables in the state where
AmeriCredit, 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 relating thereto.


 


2.             No Fraud or Misrepresentation.  Each Receivable was originated (i) by
AmeriCredit, (ii) by a Dealer and was sold by the Dealer to AmeriCredit, or
(iii) 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 Dealer or Third-Party Lender 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
Soldiers’ and Sailors’ Civil Relief Act of 1940, 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 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 Soldiers’ and Sailors’ Civil Relief Act of 1940, 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.             Schedules of Receivables.  The information set forth in the Schedules
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.  By the Closing Date, AmeriCredit will have
caused the portions of the Electronic Ledger relating to the Receivables to be
clearly and unambiguously marked to show that the Receivables have been sold to
AFS SenSub Corp. by AmeriCredit and resold by the AFS SenSub Corp. to the Trust
in accordance with the terms of the Sale and Servicing Agreement.


 


10.           Computer Tape.  The Computer Tape made available by
AmeriCredit to AFS SenSub Corp. and to the Trust 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
contained in the Sale and Servicing Agreement.


 


12.           Chattel Paper.  The Receivables constitute 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 of
each Receivable.


 


14.           Receivable Files Complete.  There exists a Receivable File pertaining to
each Receivable and such Receivable File contains (a) a fully executed original
of the Receivable,


 


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(b)
the original executed credit application, or a paper or electronic copy thereof
and (c) the original Lien Certificate or application.  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.  The complete Receivable File for each Receivable
currently is in the possession of the Custodian.


 


15.           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.  No Receivable has been modified
as a result of application of the Soldiers’ and Sailors’ Civil Relief Act of
1940, as amended.


 


16.           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.


 


17.           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
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.


 


18.           Security Interest in Financed
Vehicle.  Each Receivable created or
shall create a valid, binding and enforceable first priority security interest
in favor of 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 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 has applied for or received written
evidence from the related Dealer or Third-Party Lender that such Lien
Certificate showing AmeriCredit as first lienholder has been applied for 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 as 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


 


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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.


 


19.           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 Trust 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.


 


20.           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 Receivable or otherwise to impair the rights of the
Trust, the Insurer, the Trustee, the Trust Collateral Agent and 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.


 


21.           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.


 


22.           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.


 


23.           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.


 


24.           Insurance.  At the time of origination of a Receivable
by AmeriCredit or a purchase of a Receivable by AmeriCredit from 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 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


 


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Obligor
to maintain physical loss and damage insurance, naming AmeriCredit 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.


 


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


 


26.           Remaining Principal Balance.  At the Cutoff Date the Principal Balance of
each Receivable set forth in the Schedules of Receivables is true and accurate
in all material respect.


 


27.             Certain Characteristics of
Receivables.


 


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


 


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


 


(C) Not more than 40% of
the Receivables (calculated by Aggregate Principal Balance) has an original
term to maturity of 61 to 72 months. The original term to maturity of 61 to 72
month  Receivables in the Trust is 37%
as of the Cutoff Date.


 


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


 


(E) Each Receivable has
an Annual Percentage Rate of at least 6% and not more than 33%.


 


(F) The Receivables’ weighted
average Annual Percentage Rate is not less than 16.30%. The weighted average
Annual Percentage Rate of the Receivables in the Trust is 16.45% as of the
Cutoff Date.


 


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


 


(H) No funds have been
advanced by AmeriCredit, 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 (G) above.


 


(I) Not more than 35% of
the Obligors reside in Texas and California (based on the Obligor’s mailing
address). As of the Cutoff Date, 28% of the Obligors (based in the Obligor’s
mailing address) reside in Texas and California.


 


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


 


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


 


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


 


(M) Each Receivable
arises 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.


 


(N) Each Receivable
arises 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.


 


28.           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.


 


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


 


30.           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.


 


31.           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.


 


32.           Other Automobile Loans.  Neither the Obligor on any Receivable nor
any of its Affiliates is the obligor on any automobile loan with an aggregate
principal amount greater than $80,000 as of the Cutoff Date.


 


33.           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.


 


34.           Vehicle Exchange.  No Contract provides for the substitution,
exchange or addition of any Financed Vehicle subject to such Receivable.


 


35.           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.


 


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36.           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.


 


37.           The Seller has taken all steps
necessary to perfect its security interest against the related Obligors in the
property securing the Receivables.


 


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