Exhibit
10.1


 


EXECUTION COPY


 


 


PURCHASE AGREEMENT


 


between


 


AFS SENSUB CORP.


Purchaser


 


and


 


AMERICREDIT FINANCIAL SERVICES, INC.

Seller


 


 


Dated as of April 11, 2002


 

















 


	
  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

  	
   

  	
  [Reserved]

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  [Reserved]

  
	
  SECTION
  3.3

  	
   

  	
  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

  



 


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  SECTION
  6.12

  	
   

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

  
	
  SECTION 6.13

  	
   

  	
  Nonpetition
  Covenant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule
  A —  Schedule
  of Receivables

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

  



 


ii

















 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT, dated as of April 11, 2002, 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 Seller, and 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 other good and valuable consideration,
the receipt of which is acknowledged, Purchaser and 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 11, 2002, by and among AFS SenSub Corp. (as Seller),
AmeriCredit Financial Services, Inc. (in its individual capacity and as
Servicer), AmeriCredit Automobile Receivables Trust 2002-1 (as Issuer) and Bank
One, NA, 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 April 18, 2002.


 


“Issuer” means AmeriCredit Automobile Receivables Trust 2002-1.


 


“Other Conveyed Property” means all property conveyed by the Purchaser
to the Trust pursuant to Sections 2.1(b),(c),(d),(e),(f) and (h) 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 Schedule 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 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
Seller’s representations and warranties hereunder or any other event which
requires the repurchase of a Receivable by 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.


 


“Schedule 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 Bank One, NA, as trust collateral
agent and any successor trust collateral agent appointed and acting pursuant to
the Sale and Servicing Agreement.


 


“Trustee” means Bank One, NA, 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.


 


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 


 


2

















 


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         [Reserved].


 


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 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 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.


 


3

















 


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, as set forth on the books and records of Seller,
a portion 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, 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.  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 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.


 


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(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 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.


 


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(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         [Reserved].


 


SECTION 3.3         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 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 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,


 


6

















 


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), 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.


 


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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 and the Trust Collateral Agent 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
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 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
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 each office from which it
services Receivables and its principal executive office within the United
States of America.


 


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(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.


 


(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 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.


 


9

















 


(c)           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 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 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 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 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


 


10

















 


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 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 Backup Servicer,
the Noteholders, the Certificateholder, the Trust Collateral Agent on behalf of
the


 


11

















 


Noteholders or the Owner
Trustee on behalf of the Certificateholder. 
The provisions of this Section 5.1 are intended to grant the Issuer 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 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, 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.


 


12

















 


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.  Seller or Purchaser shall promptly inform
the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee
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), (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 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 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 without the consent of the Trust Collateral Agent, the Owner
Trustee, the Certificateholder or any of 


 


13

















 


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 and the Trust Collateral Agent, adversely affect in any material
respect the interests of any Certificateholder or Noteholder.


 


(b)           This Agreement may also be amended from
time to time by Seller and Purchaser 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.


 


(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 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 


 


14

















 


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.(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 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 parties intend that Seller
shall have granted to Purchaser a security interest in all of Seller’s right,
title and interest in and to the Receivables and the Other Conveyed Property
conveyed pursuant to Section 2.1 hereof.


 


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


 


SECTION 6.10       Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of laws thereof and the obligations, rights and
remedies of the parties under this Agreement shall be determined in accordance
with such laws.


 


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 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 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 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 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 


 


15

















 


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 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.


 


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/ Julie Borge

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Julie Borge

  
	
   

  	
   

  	
  Title:

  	
  Vice President, Structured Finance

  
	
   

  	
   

  
	
   

  	
  AMERICREDIT FINANCIAL SERVICES,

  
	
   

  	
   

  	
  INC., as Seller

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Preston A. Miller

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Preston A. Miller

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Treasurer

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
  BANK ONE, NA,

  	
   

  
	
  as Trustee and Trust Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By 

  	
  /s/ John J. Rothrock

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John J. Rothrock

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signer

  	
   

  
										



 


[Purchase Agreement]


 

















 


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. (“AFS SenSub”) 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 related 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 related 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 by AmeriCredit and resold by AFS SenSub 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 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 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 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, (b) the original executed credit
application, or a paper or electronic copy thereof and (c) the original 


 


2

















 


Lien Certificate or application therefor.  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 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
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 and
original certificate of title for each Financed Vehicle show, 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
pursuant to this Agreement.  Immediately
after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub,
each Receivable will be secured by an enforceable and perfected first priority
security interest in the Financed Vehicle in favor of  AFS SenSub 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.


 


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19.           All Filings Made.  All filings (including, without limitation,
UCC filings) required to be made by any Person and actions required to be taken
or performed by any Person in any jurisdiction to give AFS SenSub 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 Receivables or otherwise to impair the rights of the
Trust, the Trustee, the Trust Collateral Agent and the Noteholders in any
Receivable or the proceeds thereof.


 


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 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 Schedule of
Receivables is true and accurate in all material respects.


 


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
of not more than 72 months; (C) not more than 40% of Receivables (calculated by
Aggregate Principal Balance) shall have an original term to maturity of 72
months; (D) each Receivable had a remaining Principal Balance as of the Cutoff
Date of at least $250 and not 


 


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more than $60,000; (E) each Receivable had an Annual Percentage Rate of
at least 8% and not more than 33%; (F) no Receivable was more than 30 days past
due as of the Cutoff Date and (G) no funds had 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 (F) above.


 


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