Exhibit 4.3


EXECUTION COPY


 


SALE AND SERVICING


 


AGREEMENT


 


among


 


AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2002-1,


 


Issuer,


 


AFS SENSUB CORP.,


 


Seller,


 


AMERICREDIT FINANCIAL
SERVICES, INC.,


 


Servicer


 


and


 


BANK ONE, NA,


 


Backup Servicer and Trust
Collateral Agent


 


Dated as of April 11,
2002


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE
  I Definitions

  	 

	
   

  	 

	
   

  	
  SECTION 1.1

  	
  Definitions

  	 

	
   

  	
  SECTION 1.2

  	
  Other Definitional Provisions

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE II Conveyance of Receivables

  	 

	
   

  	 

	
   

  	
  SECTION 2.1

  	
  Conveyance of Receivables

  	 

	
   

  	
  SECTION 2.2

  	
  [Reserved]

  	 

	
   

  	
  SECTION 2.3

  	
  Further Encumbrance of Trust Property.

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE III The Receivables

  	 

	
   

  	 

	
   

  	
  SECTION 3.1.

  	
  Representations and Warranties of Seller

  	 

	
   

  	
  SECTION 3.2.

  	
  Repurchase upon Breach.

  
	
   

  	
  SECTION 3.3.

  	
  Custody of Receivables Files.

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE IV Administration and Servicing of
  Receivables

  	 

	
   

  	 

	
   

  	
  SECTION 4.1.

  	
  Duties of the Servicer

  	 

	
   

  	
  SECTION 4.2.

  	
  Collection of Receivable Payments;
  Modifications of Receivables; Lockbox Agreements.

  	 

	
   

  	
  SECTION 4.3.

  	
  Realization upon Receivables.

  	 

	
   

  	
  SECTION 4.4.

  	
  Insurance.

  	 

	
   

  	
  SECTION 4.5.

  	
  Maintenance of Security Interests in
  Vehicles.

  	 

	
   

  	
  SECTION 4.6.

  	
  Covenants, Representations, and Warranties
  of Servicer

  	 

	
   

  	
  SECTION 4.7.

  	
  Purchase of Receivables Upon Breach of
  Covenant

  	 

	
   

  	
  SECTION 4.8.

  	
  Total Servicing Fee; Payment of Certain
  Expenses by Servicer

  	 

	
   

  	
  SECTION 4.9.

  	
  Servicer’s Certificate.

  	 

	
   

  	
  SECTION 4.10.

  	
  Annual Statement as to Compliance, Notice
  of Servicer Termination Event.

  	 

	
   

  	
  SECTION 4.11.

  	
  Annual Independent Accountants’ Report

  	 

	
   

  	
  SECTION 4.12.

  	
  Access to Certain Documentation and
  Information Regarding Receivables

  	 

	
   

  	
  SECTION 4.13.

  	
  Monthly Tape

  	 

	
   

  	
  SECTION 4.14.

  	
  [Reserved]

  	 

	
   

  	
  SECTION 4.15.

  	
  Fidelity Bond and Errors and Omissions
  Policy

  	 

	
   

  	
   

  	
   

  	 

	
  ARTICLE
  V Trust Accounts; Distributions; Statements to Noteholders

  	 

	
   

  	 

	
   

  	
  SECTION 5.1.

  	
  Establishment of Trust Accounts

  	 

	
   

  	
  SECTION 5.2.

  	
  [Reserved]

  	 

	
   

  	
  SECTION 5.3.

  	
  Certain Reimbursements to the Servicer

  	 

	
   

  	
  SECTION 5.4.

  	
  Application of Collections

  	 

	
   

  	
  SECTION 5.5.

  	
  Draws under the Guaranty

  	 

	
   

  	
  SECTION 5.6.

  	
  Additional Deposits

  	 

						



 


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  SECTION 5.7.

  	
  Distributions

  
	
   

  	
  SECTION 5.8.

  	
  Reserve Account

  
	
   

  	
  SECTION 5.9.

  	
  Statements to Noteholders

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI [Reserved]

  
	
   

  
	
  ARTICLE VII The Seller

  
	
   

  
	
   

  	
  SECTION 7.1.

  	
  Representations of Seller

  
	
   

  	
  SECTION 7.2.

  	
  Corporate Existence

  
	
   

  	
  SECTION 7.3.

  	
  Liability of Seller; Indemnities

  
	
   

  	
  SECTION 7.4.

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of, Seller

  
	
   

  	
  SECTION 7.5.

  	
  Limitation on Liability of Seller and
  Others

  
	
   

  	
  SECTION 7.6.

  	
  Ownership of the Certificates or Notes

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII The Servicer

  
	
   

  
	
   

  	
  SECTION 8.1.

  	
  Representations of Servicer

  
	
   

  	
  SECTION 8.2.

  	
  Liability of Servicer; Indemnities

  
	
   

  	
  SECTION 8.3.

  	
  Merger or Consolidation of, or Assumption
  of the Obligations of the Servicer or Backup Servicer

  
	
   

  	
  SECTION 8.4.

  	
  Limitation on Liability of Servicer, Backup
  Servicer and Others

  
	
   

  	
  SECTION 8.5.

  	
  Delegation of Duties

  
	
   

  	
  SECTION 8.6.

  	
  Servicer and Backup Servicer Not to Resign

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX Default

  
	
   

  
	
   

  	
  SECTION 9.1.

  	
  Servicer Termination Event

  
	
   

  	
  SECTION 9.2.

  	
  Consequences of a Servicer Termination
  Event

  
	
   

  	
  SECTION 9.3.

  	
  Appointment of Successor

  
	
   

  	
  SECTION 9.4.

  	
  Notification to Noteholders

  
	
   

  	
  SECTION 9.5.

  	
  Waiver of Past Defaults

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X Termination

  
	
   

  
	
   

  	
  SECTION 10.1.

  	
  Optional Purchase of All Receivables

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  XI Administrative Duties of the Servicer

  
	
   

  
	
   

  	
  SECTION 11.1.

  	
  Administrative Duties

  
	
   

  	
  SECTION 11.2.

  	
  Records

  
	
   

  	
  SECTION 11.3.

  	
  Additional Information to be Furnished to
  the Issuer

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII Miscellaneous Provisions

  
	
   

  
	
   

  	
  SECTION 12.1.

  	
  Amendment

  
	
   

  	
  SECTION 12.2.

  	
  Protection of Title to Trust

  
	
   

  	
  SECTION 12.3.

  	
  Notices

  



 


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  SECTION 12.4.

  	
  Assignment

  
	
   

  	
  SECTION 12.5.

  	
  Limitations on Rights of Others

  
	
   

  	
  SECTION 12.6.

  	
  Severability

  
	
   

  	
  SECTION 12.7.

  	
  Separate Counterparts

  
	
   

  	
  SECTION 12.8

  	
  Headings

  
	
   

  	
  SECTION 12.9

  	
  Governing Law

  
	
   

  	
  SECTION 12.10

  	
  Assignment to Trustee

  
	
   

  	
  SECTION 12.11

  	
  Nonpetition Covenants

  
	
   

  	
  SECTION 12.12

  	
  Limitation of Liability of Owner Trustee
  and Trustee

  
	
   

  	
  SECTION 12.13

  	
  Independence of the Servicer

  
	
   

  	
  SECTION 12.14

  	
  No Joint Venture

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  
	
  Schedule
  A

  	
  Schedule
  of Receivables

  
	
  Schedule
  B

  	
  Representations
  and Warranties of the Seller

  
	
  Schedule
  C

  	
  Servicing
  Policies and Procedures

  
	
   

  	
   

  
	
  EXHIBITS

  
	
   

  
	
  Exhibit
  A

  	
  Form
  of Servicer’s Certificate

  
					



 


iii

















 


SALE AND SERVICING AGREEMENT dated as of April 11,
2002, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2002-1, a Delaware
business trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation
(the “Seller”), and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware
corporation (the “Servicer”), and BANK ONE, NA, a national banking
association, in its capacity as Backup Servicer and Trust Collateral Agent.


 


WHEREAS the Issuer desires to purchase a portfolio of
receivables arising in connection with motor vehicle retail installment sale
contracts made by AmeriCredit Financial Services, Inc. or acquired by
AmeriCredit Financial Services, Inc. through motor vehicle dealers and third
party lenders;


 


WHEREAS the Seller has purchased such receivables from
AmeriCredit Financial Services, Inc. and is willing to sell such receivables to
the Issuer;


 


WHEREAS the Servicer is willing to service all such
receivables;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1.   
Definitions.  Whenever used in this Agreement, the following words and phrases
shall have the following meanings:


 


“Accelerated Principal Amount” for a Distribution Date
will equal the lesser of


 


(x)            the sum of (i) excess, if any, of
the amount of the total Available Funds on such Distribution Date over the
amounts payable on such Distribution Date pursuant to clauses (i) through (xix)
of Section 5.7(a) hereof plus (ii) amounts, if any, released from the Reserve
Account pursuant to Section 5.8(a)(iii)(B) hereof on such Distribution Date;
and


 


(y)           the excess, if any, on such
Distribution Date of (i) the Pro Forma Note Balance for such Distribution Date
over (ii) the Required Pro Forma Note Balance for such Distribution Date.


 


“Accountants’ Report” means the report of a firm of
nationally recognized independent accountants described in Section 4.11.


 


“Accounting Date” means, with respect to any
Collection Period the last day of such Collection Period.


 


“Administrative Receivable” means, with respect to any
Collection Period, a Receivable which the Servicer is required to purchase
pursuant to Section 4.7 or which the Servicer has elected to purchase pursuant
to Section 4.4(c) on the Determination Date with respect to such Collection
Period.


 

















 


“Affiliate” means, with respect to any specified
Person, any other Person controlling or controlled by or under common control
with such specified Person.  For the
purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Aggregate Principal Balance” means, with respect to
any date of determination, the sum of the Principal Balances for all
Receivables (other than (i) any Receivable that became a Liquidated Receivable
prior to the end of the related Collection Period and (ii) any Receivable that
became a Purchased Receivable prior to the end of the related Collection
Period) as of the date of determination.


 


“Aggregate Principal Parity Amount” means, with
respect to any Distribution Date, the sum of the Class A Principal Parity
Amount, the Class B Principal Parity Amount, the Class C Principal Parity
Amount, the Class D Principal Parity Amount and the Class E Principal Parity
Amount on that Distribution Date.


 


“Agreement” means this Sale and Servicing Agreement,
as the same may be amended and supplemented from time to time.


 


“AmeriCredit” means AmeriCredit Financial Services,
Inc.


 


“Amount Financed” means, with respect to a Receivable,
the aggregate amount advanced under such Receivable toward the purchase price
of the Financed Vehicle and any related costs, including amounts advanced in
respect of accessories, insurance premiums, service and warranty contracts,
other items customarily financed as part of retail automobile installment sale
contracts or promissory notes, and related costs.


 


“Annual Percentage Rate” or “APR” of a Receivable
means the annual percentage rate of finance charges or service charges, as
stated in the related Contract.


 


“Auto Loan Purchase and Sale Agreement” means any
agreement between a Third-Party Lender and AmeriCredit relating to the
acquisition of Receivables from a Third Party Lender by AmeriCredit.


 


“Available Funds” means, with respect to any
Distribution Date, the sum of (i) the Collected Funds for the related
Collection Period, (ii) all Purchase Amounts deposited in the Collection
Account during the related Collection Period, plus Investment Earnings with
respect to the Trust Accounts for the related Collection Period, (iii)
following the acceleration of the Notes pursuant to Section 5.2 of the
Indenture, the amount of money or property collected pursuant to Section 5.3 of
the Indenture since the preceding Distribution Date by the Trust Collateral
Agent or the Majority Noteholders for distribution pursuant to Section 5.6 and
Section 5.8 of the Indenture and (iv) the proceeds of any purchase or sale of
the assets of the Trust described in Section 10.1.


 


“Backup Servicer” means Bank One, NA.


 


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“Base Servicing Fee” means, with respect to any
Collection Period, the fee payable to the Servicer for services rendered during
such Collection Period, which shall be equal to one-twelfth of the Servicing
Fee Rate multiplied by the Pool Balance as of the opening of business on the
first day of such Collection Period.


 


“Basic Documents” means this Agreement, the
Certificate of Trust, the Trust Agreement, the Indenture and other documents
and certificates delivered in connection therewith.


 


“Business Day” means a day other than a Saturday, a
Sunday or other day on which commercial banks located in the states of
Delaware, Texas, Ohio or New York are authorized or obligated to be closed.


 


“Calculation Date” means the close of business on the
last day of each Collection Period.


 


“Calendar Quarter” means the three-month period ending
on the last day of March, June, September or December.


 


“Certificate” means the trust certificate evidencing
the beneficial interest of the Certificateholder in the Trust.


 


“Certificateholder” means the Person in whose name the
Certificate is registered.


 


“Class” means the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D
Notes and the Class E Notes, as the context requires.


 


“Class A Principal Parity Amount” means, with respect
to any Distribution Date, the lesser of (I) the excess, if any, of (x) the
aggregate remaining principal balance of the Class A Notes immediately prior to
such Distribution Date over (y) the Pool Balance as of the end of the
immediately preceding Collection Period and (II) the amount of Total Available
Funds remaining on deposit in the Collection Account after the funding of the
items described in clauses (i) through (iii) of Section 5.7(a) on such
Distribution Date.


 


“Class A-1 Notes” has the meaning assigned to such
term in the Indenture.


 


“Class A-2 Notes” has the meaning assigned to such
term in the Indenture.


 


“Class A-3 Notes” has the meaning assigned to such
term in the Indenture.


 


“Class B Notes” has the meaning assigned to such term
in the Indenture.


 


“Class B Principal Parity Amount” means, with respect
to any Distribution Date, the lesser of (I) the excess of (A) the excess, if
any, of (x) the aggregate remaining principal balance of the Class A Notes and
of the Class B Notes, in each case immediately prior to such Distribution Date
over (y) the Pool Balance as of the end of the immediately preceding Collection
Period over (B) the Class A Principal Parity Amount for such Distribution Date
and (II) the amount of Total Available Funds remaining on deposit in the
Collection Account after the funding of the items described in clauses (i)
through (vi) of Section 5.7(a) on such Distribution Date.


 


3

















 


“Class C Notes” has the meaning assigned to such term
in the Indenture.


 


“Class C Principal Parity Amount” means, with respect
to any Distribution Date, the lesser of (I) the excess of (A) the excess, if
any, of (x) the aggregate remaining principal balance of the Class A Notes, of
the Class B Notes and of the Class C Notes, in each case immediately prior to
such Distribution Date over (y) the Pool Balance as of the end of the
immediately preceding Collection Period over (B) the sum of the Class A
Principal Parity Amount and the Class B Principal Parity Amount for such
Distribution Date and (II) the amount of Total Available Funds remaining on
deposit in the Collection Account after the funding of the items described in
clauses (i) through (ix) of Section 5.7(a) on such Distribution Date.


 


“Class D Notes” has the meaning assigned to such term
in the Indenture.


 


“Class D Principal Parity Amount” means, with respect
to any Distribution Date, the lesser of (I) the excess of (A) the excess, if
any, of (x) the aggregate remaining principal balance of the Class A Notes, of
the Class B Notes, of the Class C Notes and of the Class D Notes, in each case
immediately prior to such Distribution Date over (y) the Pool Balance as of the
end of the immediately preceding Collection Period over (B) the sum of the
Class A Principal Parity Amount, the Class B Principal Parity Amount and the
Class C Parity Amount for such Distribution Date and (II) the amount of Total
Available Funds remaining on deposit in the Collection Account after the
funding of the items described in clauses (i) through (xii) of Section 5.7(a)
on such Distribution Date.


 


“Class E Notes” has the meaning assigned to such term
in the Indenture.


 


“Class E Principal Parity Amount” means, with respect
to any Distribution Date, the lesser of (I) the excess of (A) the excess, if
any, of (x) the aggregate remaining principal balance of the Class A Notes, of
the Class B Notes, of the Class C Notes, of the Class D Notes and of the Class
E Notes, in each case immediately prior to such Distribution Date over (y) the
Pool Balance as of the end of the immediately preceding Collection Period over
(B) the sum of the Class A Principal Parity Amount, the Class B Principal
Parity Amount, the Class C Principal Parity Amount and the Class D Principal
Parity Amount for such Distribution Date and (II) the amount of Total Available
Funds remaining on deposit in the Collection Account after the funding of the
items described in clauses (i) through (xv) of Section 5.7(a) on such
Distribution Date.


 


“Closing Date” means April 18, 2002.


 


“Collateral Insurance” shall have the meaning set
forth in Section 4.4(a).


 


“Collected Funds” means, with respect to any
Collection Period, the amount of funds in the Collection Account representing
collections on the Receivables during such Collection Period, including all Net
Liquidation Proceeds collected during such Collection Period (but excluding any
Purchase Amounts).


 


“Collection Account” means the account designated as
such, established and maintained pursuant to Section 5.1.


 


4

















 


“Collection Period” means, with respect to the first
Distribution Date, the period beginning on the close of business on April 11,
2002 and ending on the close of business on May 31, 2002.  With respect to each subsequent Distribution
Date, “Collection Period” means the period beginning on the close of business
on the last day of the immediately preceding Collection Period and ending on
the close of business on the last day of the immediately preceding calendar
month.  Any amount stated “as of the
close of business of the last day of a Collection Period” shall give effect to
the following calculations as determined as of the end of the day on such last
day:  (i) all applications of
collections and (ii) all distributions.


 


“Collection Records” means all manually prepared or
computer generated records relating to collection efforts or payment histories
with respect to the Receivables.


 


“Computer Tape” means the computer tapes or other
electronic media furnished by AFS SenSub Corp. to the Issuer and its assigns
describing certain characteristics of the Receivables as of the Cutoff Date.


 


“Contract” means a motor vehicle retail installment
sale contract.


 


“Corporate Trust Office” means (i) with respect to the
Owner Trustee, the principal corporate trust office of the Owner Trustee, which
at the time of execution of this agreement is E.A. Delle Donne Corporate
Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware
19801, Attention:  Corp. Trust Dept.,
and (ii) with respect to the Trustee, the Backup Servicer and the Trust
Collateral Agent, the principal office thereof at which at any particular time
its corporate trust business shall be administered, which at the time of
execution of this agreement is 1111 Polaris Parkway, Suite 1K Columbus, Ohio
43240, Attention:  Global Corporate
Trust Services.


 


“Cram Down Loss” means, with respect to a Receivable,
if a court of appropriate jurisdiction in a proceeding related to an Insolvency
Event shall have issued an order reducing the amount owed on a Receivable or
otherwise modifying or restructuring the Scheduled Receivables Payments to be
made on a Receivable, an amount equal to (i) the excess of the principal
balance of such Receivable immediately prior to such order over the principal
balance of such Receivable as so reduced and/or (ii) if such court shall have
issued an order reducing the effective rate of interest on such Receivable, the
excess of the principal balance of such Receivable immediately prior to such
order over the net present value (using as the discount rate the higher of the
APR on such Receivable or the rate of interest, if any, specified by the court
in such order) of the Scheduled Receivables Payments as so modified or
restructured.  A “Cram Down Loss” shall
be deemed to have occurred on the date of issuance of such order.


 


“Custodian” means AmeriCredit and any other Person
named from time to time as custodian in any Custodian Agreement acting as agent
for the Trust Collateral Agent.


 


“Custodian Agreement” means any Custodian Agreement
from time to time in effect between the Custodian named therein and the Trust
Collateral Agent, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.


 


“Cutoff Date” means April 11, 2002.


 


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“Dealer” means a dealer who sold a Financed Vehicle
and who originated and assigned the respective Receivable to AmeriCredit under
a Dealer Agreement or pursuant to a Dealer Assignment.


 


“Dealer Agreement” means any agreement between a
Dealer and AmeriCredit relating to the acquisition of Receivables from a Dealer
by AmeriCredit.


 


“Dealer Assignment” means, with respect to a
Receivable, the executed assignment executed by a Dealer conveying such
Receivable to AmeriCredit.


 


“Dealer Underwriting Guide” means the underwriting
manual used by AmeriCredit in the purchase of Receivables as amended from time
to time.


 


“Delivery” when used with respect to Trust Account
Property means:


 


(a)           with
respect to bankers’ acceptances, commercial paper, negotiable certificates of
deposit and other obligations that constitute “instruments” within the meaning
of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery,
transfer thereof to the Trust Collateral Agent or its nominee or custodian by
physical delivery to the Trust Collateral Agent or its nominee or custodian
endorsed to, or registered in the name of, the Trust Collateral Agent or its
nominee or custodian or endorsed in blank, and, with respect to a certificated
security (as defined in Section 8-102 of the UCC), transfer thereof (i) by
delivery of such certificated security endorsed to, or registered in the name
of, the Trust Collateral Agent or its nominee or custodian or endorsed in blank
to a financial intermediary (as defined in Section 8-313 of the UCC) and the
making by such financial intermediary of entries on its books and records
identifying such certificated securities as belonging to the Trust Collateral
Agent or its nominee or custodian and the sending by such financial
intermediary of a confirmation of the purchase of such certificated security by
the Trust Collateral Agent or its nominee or custodian, or (ii) by delivery
thereof to a “clearing corporation” (as defined in Section 8-102(3) of the UCC)
and the making by such clearing corporation of appropriate entries on its books
reducing the appropriate securities account of the transferor and increasing
the appropriate securities account of a financial intermediary by the amount of
such certificated security, the identification by the clearing corporation of
the certificated securities for the sole and exclusive account of the financial
intermediary, the maintenance of such certificated securities by such clearing
corporation or a “custodian bank” (as defined in Section 8-102(4) of the UCC)
or the nominee of either subject to the clearing corporation’s exclusive control,
the sending of a confirmation by the financial intermediary of the purchase by
the Trust Collateral Agent or its nominee or custodian of such securities and
the making by such financial intermediary of entries on its books and records
identifying such certificated securities as belonging to the Trust Collateral
Agent or its nominee or custodian (all of the foregoing, “Physical Property”),
and, in any event, any such Physical Property in registered form shall be in
the name of the Trust Collateral Agent or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such Trust Account Property to
the Trust Collateral Agent or its nominee or custodian, consistent with changes
in applicable law or regulations or the interpretation thereof;


 


6

















 


(b)           with
respect to any security issued by the U.S. Treasury, the Federal Home Loan
Mortgage Corporation or by the Federal National Mortgage Association that is a
book-entry security held through the Federal Reserve System pursuant to federal
book-entry regulations, the following procedures, all in accordance with
applicable law, including applicable Federal regulations and Articles 8 and 9
of the UCC:  book-entry registration of
such Trust Account Property to an appropriate book-entry account maintained
with a Federal Reserve Bank by a financial intermediary which is also a
“depository” pursuant to applicable Federal regulations and issuance by such
financial intermediary of a deposit advice or other written confirmation of
such book-entry registration to the Trust Collateral Agent or its nominee or
custodian of the purchase by the Trust Collateral Agent or its nominee or custodian
of such book-entry securities; the making by such financial intermediary of
entries in its books and records identifying such book-entry security held
through the Federal Reserve System pursuant to Federal book-entry regulations
as belonging to the Trust Collateral Agent or its nominee or custodian and
indicating that such custodian holds such Trust Account Property solely as
agent for the Trust Collateral Agent or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to
effect complete transfer of ownership of any such Trust Account Property to the
Trust Collateral Agent or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof; and


 


(c)           with
respect to any item of Trust Account Property that is an uncertificated
security under Article 8 of the UCC and that is not governed by clause (b)
above, registration on the books and records of the issuer thereof in the name
of the financial intermediary, the sending of a confirmation by the financial
intermediary of the purchase by the Trust Collateral Agent or its nominee or
custodian of such uncertificated security, the making by such financial
intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Trust Collateral Agent or its
nominee or custodian.


 


“Depositor” shall mean the Seller in its capacity as
Depositor under the Trust Agreement.


 


“Determination Date” means, with respect to any
Distribution Date, the Business Day immediately preceding such Distribution
Date.


 


“Distribution Date” means, with respect to each
Collection Period, the sixth day of the following calendar month, or, if such
day is not a Business Day, the immediately following Business Day, commencing
June 6, 2002.


 


“Electronic Ledger” means the electronic master record
of the retail installment sales contracts or installment loans of the Servicer.


 


“Eligible Deposit Account” means a segregated trust
account with the corporate trust department of a depository institution
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any domestic branch of a foreign
bank), having corporate trust powers and acting as trustee for funds deposited
in such account, so long as any of the securities of such depository
institution have a credit rating from each Rating Agency in one of its generic
rating categories which signifies investment grade.


 


7

















 


“Eligible Investments” mean book-entry securities,
negotiable instruments or securities represented by instruments in bearer or
registered form which evidence:


 


(a)           direct
obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America;


 


(b)           demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any state thereof or the District of Columbia (or any domestic
branch of a foreign bank) and subject to supervision and examination by federal
or state banking or depository institution authorities (including depository
receipts issued by any such institution or trust company as custodian with respect
to any obligation referred to in clause (a) above or portion of such obligation
for the benefit of the holders of such depository receipts); provided,
however, that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time
funds are reinvested following each Distribution Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) of such depository institution or
trust company shall have a credit rating from Standard & Poor’s of A-1+ and
from Moody’s of Prime-1;


 


(c)           commercial
paper and demand notes investing solely in commercial paper having, at the time
of the investment or contractual commitment to invest therein, a rating from
Standard & Poor’s of A-1+ and from Moody’s of Prime-1;


 


(d)           investments
in money market funds (including funds for which the Trust Collateral Agent or
the Owner Trustee in each of their individual capacities or any of their
respective Affiliates is investment manager, controlling party or advisor)
having a rating from Standard & Poor’s of AAA-m or AAAm-G and from Moody’s
of Aaa;


 


(e)           bankers’
acceptances issued by any depository institution or trust company referred to
in clause (b) above;


 


(f)            repurchase
obligations with respect to any security that is a direct obligation of, or
fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the
United States of America, in either case entered into with a depository
institution or trust company (acting as principal) referred to in clause (b)
above;


 


(g)           any
other investment which would satisfy the Rating Agency Condition and is
consistent with the ratings of the Securities or any other investment that by
its terms converts to cash within a finite period, if the Rating Agency
Condition is satisfied with respect thereto; and


 


(h)           cash
denominated in United States dollars.


 


Any of the foregoing Eligible Investments may be
purchased by or through the Owner Trustee or the Trust Collateral Agent or any
of their respective Affiliates.


 


“FDIC” means the Federal Deposit Insurance
Corporation.


 


8

















 


“Final Scheduled Distribution Date” means with respect
to (i) the Class A-1 Notes, the May 6, 2003 Distribution Date, (ii) the Class
A-2 Notes, the August 8, 2005 Distribution Date, (iii) the Class A-3 Notes, the
October 6, 2006 Distribution Date, (iv) the Class B Notes, the April 9, 2007
Distribution Date, (v) the Class C Notes, the September 6, 2007 Distribution
Date, (vi) the Class D Notes, the June 6, 2008 Distribution Date and (vii) the
Class E Notes, the August 6, 2009 Distribution Date.


 


“Financed Vehicle” means an automobile or light-duty
truck van or minivan, together with all accessions thereto, securing an
Obligor’s indebtedness under the respective Receivable.


 


“Fitch” means Fitch, Inc., or its successor.


 


“Force-Placed Insurance” has the meaning ascribed
thereto in Section 4.4 hereof.


 


“Guarantor” means AmeriCredit Corp., a Texas
corporation.


 


“Guaranty” means the guaranty, dated as of April 18,
2002, issued by the Guarantor and guaranteeing certain payments with 


respect to the Class E Notes, as described therein.


 


“Guaranty Claim Amount” means with respect to any
Determination Date, after taking into account the application on the related
Distribution Date of the Total Available Funds for such Distribution Date, an
amount equal to any shortfall in the payment of the full amounts described (i)
in clauses (xv) and (xvii) of Section 5.7(a) hereof that would be received by
the Holders of the Class E Notes on such Distribution Date and (ii) in clause
(xvi) of Section 5.7(a) hereof, but only to the extent that the amount so
described in such clause (xvi) does not exceed the then-aggregate remaining
principal balance of the Class E Notes. 
Amounts available as “Guaranty Claim Amounts” are not part of “Total
Available Funds”.


 


“Indenture” means the Indenture dated as of April 11,
2002, among the Issuer and Bank One, NA, as Trust Collateral Agent and Trustee,
as the same may be amended and supplemented from time to time.


 


“Insolvency Event” means, with respect to a specified
Person, (a) the filing of a petition against such Person or the entry of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an
involuntary case under any applicable federal or state bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator, or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation or such Person’s affairs, and such petition, decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or (b) the commencement by such Person of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by such Person to the entry of an order for
relief in an involuntary case under any such law, or the consent by such Person
to the appointment of or taking possession by, a receiver, liquidator,
assignee, custodian, trustee, sequestrator, or similar official for such Person
or for any substantial part of its property, or the making by such Person of
any general assignment for the benefit of creditors, or the failure by such
Person generally to pay its debts as such debts become due, or the taking of
action by such Person in furtherance of any of the foregoing.


 


9

















 


“Insurance Add-On Amount” means the premium charged to
the Obligor in the event that the Servicer obtains Force-Placed Insurance
pursuant to Section 4.4.


 


“Insurance Policy” means, with respect to a
Receivable, any insurance policy (including the insurance policies described in
Section 4.4 hereof) benefiting the holder of the Receivable providing loss or
physical damage, credit life, credit disability, theft, mechanical breakdown or
similar coverage with respect to the Financed Vehicle or the Obligor.


 


“Interest Period” means, with respect to any
Distribution Date, the period from and including the most recent Distribution
Date on which interest has been paid (or in the case of the first Distribution
Date, from and including the Closing Date) to, but excluding, the following
Distribution Date.  In the case of the
first Distribution Date, the Interest Period shall be 42 days.


 


“Interest Rate” means, with respect to (i) the Class
A-1 Notes, 1.94% per annum (computed on the basis of a 360-day year and the
actual number of days elapsed in the applicable Interest Period), (ii) the
Class A-2 Notes, 3.06% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months), (iii) the Class A-3 Notes, 4.23% per annum
(computed on the basis of a 360-day year consisting of twelve 30-day months),
(iv) the Class B Notes, 5.28% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months), (v) the Class C Notes, 5.98% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), (vi) the Class D Notes, 6.53% per annum (computed on the basis of a
360-day year consisting of twelve 30-day months) and (vii) the Class E Notes,
8.40% per annum (computed on the basis of a 360-day year consisting of twelve
30-day months).


 


“Investment Earnings” means, with respect to any date
of determination and Trust Account, the investment earnings on amounts on
deposit in such Trust Account on such date.


 


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


 


“Lien” means a security interest, lien, charge,
pledge, equity, or encumbrance of any kind, other than tax liens, mechanics’
liens and any liens that attach to the respective Receivable by operation of
law as a result of any act or omission by the related Obligor.


 


“Lien Certificate” means, with respect to a Financed
Vehicle, an original certificate of title, certificate of lien or other
notification issued by the Registrar of Titles of the applicable state to a
secured party which indicates that the lien of the secured party on the
Financed Vehicle is recorded on the original certificate of title.  In any jurisdiction in which the original
certificate of title is required to be given to the Obligor, the term “Lien
Certificate” shall mean only a certificate or notification issued to a secured
party.


 


“Liquidated Receivable” means, with respect to any
Collection Period, a Receivable as to which (i) 90 days have elapsed since the
Servicer repossessed the Financed Vehicle; provided, however, that in no case shall
5% or more of a Scheduled Receivable Payment have become 210 or more days
delinquent in the case of a repossessed Financed Vehicle, (ii) the Servicer has
determined in good faith that all amounts it expects to recover have been
received, or (iii) 5% or more of a Scheduled Receivables Payment shall have
become 120 or more days delinquent, except in the case of a repossessed
Financed Vehicle.


 


10

















 


“Lockbox Account” means an account maintained on
behalf of the Trust Collateral Agent by the Lockbox Bank pursuant to Section
4.2(d).


 


“Lockbox Agreement” means the Tri-Party Remittance
Processing Agreement, dated as of April 11, 2002, by and among AmeriCredit,
Bank One, NA (Chicago) and the Trust Collateral Agent, as such agreement may be
amended or supplemented from time to time, unless the Trust Collateral Agent
shall cease to be a party thereunder, or such agreement shall be terminated in
accordance with its terms, in which event “Lockbox Agreement” shall mean any
replacement agreement therefor among the Servicer, the Trust Collateral Agent
and the Lockbox Bank.


 


“Lockbox Bank” means a depository institution named by
the Servicer.


 


“Majority Noteholders” means the Holders of Notes
representing a majority of the principal balance of the most senior Class of
Notes then outstanding.


 


“Matured Principal Shortfall” means, with respect to
any Distribution Date and for any Class of Notes which would have a remaining
principal balance greater than zero on such Distribution Date, after taking
into account the payment of all other principal amounts to such Class on such
Distribution Date, and as to which such Distribution Date is either the Final
Scheduled Distribution Date for such Class, or a Distribution Date subsequent
to such Final Scheduled Distribution Date, the remaining principal balance of
such Class on such Distribution Date, after taking into account the payment of
all other principal amounts to such Class on such Distribution Date.


 


“Monthly Records” means all records and data maintained
by the Servicer with respect to the Receivables, including the following with
respect to each Receivable:  the account
number; the originating Dealer; Obligor name; Obligor address; Obligor home
phone number; Obligor business phone number; original Principal Balance;
original term; Annual Percentage Rate; current Principal Balance; current
remaining term; origination date; first payment date; final scheduled payment
date; next payment due date; date of most recent payment; new/used
classification; collateral description; days currently delinquent; number of
contract extensions (months) to date; amount of Scheduled Receivables Payment;
current Insurance Policy expiration date; and past due late charges.


 


“Moody’s” means Moody’s Investors Service, Inc., or
its successor.


 


“Net Liquidation Proceeds” means, with respect to a
Liquidated Receivable, all amounts realized with respect to such Receivable
(other than amounts withdrawn from the Reserve Account and drawings under the
Guaranty) net of (i) reasonable expenses incurred by the Servicer in connection
with the collection of such Receivable and the repossession and disposition of
the Financed Vehicle and (ii) amounts that are required to be refunded to the
Obligor on such Receivable; provided, however, that the Liquidation
Proceeds with respect to any Receivable shall in no event be less than zero.


 


“Note Distribution Account” means the account
designated as such, established and maintained pursuant to Section 5.1.


 


“Note Majority” means a majority by principal amount
of the Noteholders.


 


11

















 


“Note Pool Factor” for each Class of Notes as of the
close of business on any date of determination means a seven-digit decimal
figure equal to the outstanding principal amount of such Class of Notes divided
by the original outstanding principal amount of such Class of Notes.


 


“Noteholders’ Distributable Amount” means, with
respect to any Distribution Date, the sum of the Noteholders’ Principal
Distributable Amount and the Noteholders’ Interest Distributable Amount.


 


“Noteholders’ Interest Carryover Amount” means, with
respect to any Class of Notes and any date of determination, all or any portion
of the Noteholders’ Monthly Interest Distributable Amount for the immediately
preceding Distribution Date and any outstanding Noteholders’ Interest Carryover
Amount on such immediately preceding Distribution Date, which remains unpaid as
of such date of determination, plus interest on such unpaid amount, to the
extent permitted by law, at the respective Interest Rate borne by each Class of
Notes from such immediately preceding Distribution Date to but excluding such
date of determination.


 


“Noteholders’ Interest Distributable Amount” means,
with respect to any Distribution Date and Class of Notes, the sum of the
Noteholders’ Monthly Interest Distributable Amount for such Distribution Date
and such Class and the Noteholders’ Interest Carryover Amount, if any for such
Distribution Date and such Class. 
Interest on the Class A-1 Notes shall be computed on the basis of a
360-day year and the actual number of days elapsed in the applicable Interest
Period; interest on all other Classes of Notes shall be computed on the basis
of a 360-day year of twelve 30-day months.


 


“Noteholders’ Monthly Interest Distributable Amount”
means, with respect to any Distribution Date and any Class of Notes, interest
accrued during the applicable Interest Period on the principal amount of the
Notes of such Class outstanding as of the end of the prior Distribution Date
(or, in the case of the first Distribution Date, as of the Closing Date),
calculated (x) for the Class A-1 Notes on the basis of a 360-day year and the
actual number of days elapsed in the applicable Interest Period and (y) for all
other Classes of Notes on the basis of a 360-day year of twelve 30-day months.


 


“Noteholders’ Monthly Principal Distributable Amount”
means, with respect to any Distribution Date, the Noteholders’ Percentage of
the Principal Distributable Amount.


 


“Noteholders’ Principal Carryover Amount” means, as of
any date of determination, all or any portion of the Noteholders’ Monthly
Principal Distributable Amount and any outstanding Noteholders’ Principal
Carryover Amount from the preceding Distribution Date which remains unpaid as
of such date of determination.


 


“Noteholders’ Principal Distributable Amount” means,
with respect to any Distribution Date, (other than the Final Scheduled
Distribution Date for any Class of Notes), the sum of the Noteholders’ Monthly
Principal Distributable Amount for such Distribution Date and the Noteholders’
Principal Carryover Amount, if any, as of the close of the preceding
Distribution Date.  The Noteholders’
Principal Distributable Amount on the Final Scheduled Distribution Date for any
Class of Notes will equal the sum of (i) the Noteholders’ Monthly Principal
Distributable Amount for such Distribution Date, (ii) the Noteholders’
Principal Carryover 


 


12

















 


Amount as of the such Distribution Date, and (iii) the excess of the
outstanding principal amount of such Class of Notes, if any, over the amounts
described in clauses (i) and (ii).


 


“Obligor” on a Receivable means the purchaser or
co-purchasers of the Financed Vehicle and any other Person who owes payments
under the Receivable.


 


“Officers’ Certificate” means a certificate signed by
the chairman of the board, the president, any executive vice president or any
vice president, any treasurer, assistant treasurer, secretary or assistant
secretary of the Seller or the Servicer, as appropriate.


 


“Opinion of Counsel” means a written opinion of
counsel satisfactory in form and substance to the Trust Collateral Agent.


 


“Original Pool Balance” means the sum, as of any date,
of the Pool Balance as of the Cutoff Date.


 


“Other Conveyed Property” means all property conveyed
by the Seller to the Trust pursuant to Section 2.1(b) through (h) of this
Agreement.


 


“Owner Trust Estate” has the meaning assigned to such
term in the Trust Agreement.


 


“Owner Trustee” means Deutsche Bank Trust Company
Delaware, not in its individual capacity but solely as Owner Trustee under the
Trust Agreement, its successors in interest or any successor Owner Trustee
under the Trust Agreement.


 


“Person” means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or any
agency or political subdivision thereof.


 


“Physical Property” has the meaning assigned to such term
in the definition of “Delivery” above.


 


“Pool Balance” means, as of any date of determination,
the aggregate Principal Balance of the Receivables (excluding Purchased
Receivables and Liquidated Receivables).


 


“Pool Balance Decline” means, with respect to any
Distribution Date, the decline on the Pool Balance from the opening of the
related Collection Period to the end of the related Collection Period.


 


“Principal Balance” means, with respect to any
Receivable, as of any date, the sum of (x) the Amount Financed minus (i) that
portion of all amounts received on or prior to such date and allocable to
principal in accordance with the terms of the Receivable and (ii) any Cram Down
Loss in respect of such Receivable plus (y) the accrued and unpaid interest on such
Receivable.


 


“Principal Distributable Amount” means, with respect
to any Distribution Date, the amount equal to the excess, if any, of (x) the
sum of (i) the principal portion of all Collected Funds received during the
immediately preceding Collection Period (other than Liquidated Receivables and
Purchased Receivables), (ii) the Principal Balance of all Receivables that 


 


13

















 


became Liquidated Receivables during the related Collection Period
(other than Purchased Receivables), (iii) the principal portion of the Purchase
Amounts received with respect to all Receivables that became Purchased
Receivables during the related Collection Period, (iv) the aggregate amount of
Cram Down Losses that shall have occurred during the related Collection Period;
and (v) following the acceleration of the Notes pursuant to Section 5.2 of the
Indenture, the amount of money or property collected pursuant to Section 5.4 of
the Indenture since the preceding Determination Date by the Trust Collateral
Agent for distribution pursuant to Section 5.7 hereof over (y) the Step-Down
Amount, if any, for such Distribution Date.


 


“Pro Forma Note Balance” means, with respect to any
Distribution Date, the aggregate remaining principal balance of the Notes
outstanding on such Distribution Date, after giving effect to distributions
pursuant to clauses (i) through (xviii) of Section 5.7(a) hereof.


 


“Purchase Agreement” means the Purchase Agreement
between the Seller and AmeriCredit, dated as of April 11, 2002, pursuant to
which the Seller acquired the Receivables, as such Agreement may be amended
from time to time.


 


“Purchase Amount” means, with respect to a Receivable,
the Principal Balance and all accrued and unpaid interest on the Receivable, after
giving effect to the receipt of any moneys collected (from whatever source) on
such Receivable, if any.


 


“Purchased Receivable” means a Receivable purchased as
of the close of business on the last day of a Collection Period by the Servicer
pursuant to Section 4.7 or repurchased by the Seller or the Servicer pursuant
to Section 3.2 or Section 10.1(a).


 


“Rating Agency” means Moody’s, Standard & Poor’s
and Fitch.  If no such organization or
successor maintains a rating on the Securities, “Rating Agency” shall be a
nationally recognized statistical rating organization or other comparable
Person designated by the Seller, notice of which designation shall be given to
the Trust Collateral Agent, the Owner Trustee and the Servicer.


 


“Rating Agency Condition” means, with respect to any
action, that each Rating Agency shall have been given 10 days’ (or such shorter
period as shall be acceptable to each Rating Agency) prior notice thereof and
that each of the Rating Agencies shall have notified the Seller, the Servicer,
the Owner Trustee and the Trust Collateral Agent in writing that such action
will not result in a reduction or withdrawal of the then current rating of any
Class of Notes.


 


“Realized Losses” means, with respect to any
Receivable that becomes a Liquidated Receivable, the excess of the Principal
Balance of such Liquidated Receivable over Net Liquidation Proceeds to the
extent allocable to principal.


 


“Receivable” means any Contract listed on Schedule A,
as such Schedule shall be amended from time to time in response to deletions
from the Trust (which Schedule may be in the form of microfiche or a disk).


 


“Receivable Files” means the documents specified in
Section 3.3.


 


“Receivables” means any Receivable conveyed to the
Trust on the Closing Date.


 


14

















 


“Record Date” means, with respect to each Distribution
Date, the Business Day immediately preceding such Distribution Date, unless
otherwise specified in the Agreement.


 


“Registrar of Titles” means, with respect to any
state, the governmental agency or body responsible for the registration of, and
the issuance of certificates of title relating to, motor vehicles and liens
thereon.


 


“Required Pro Forma Note Balance” means, with respect
to any Distribution Date, a dollar amount equal to the difference between (x)
the Pool Balance as of the end of the prior calendar month minus (y) the lesser
of (A) the sum of (i) 7.0% of the Pool Balance as of the end of the prior
calendar month plus (ii) the aggregate, cumulative amount of principal paid to
the holders of the Class E Notes pursuant to clause 5.7(a)(xxi) hereof on all
prior Distribution Dates minus (iii) the Specified Reserve Balance, or (B)
25.0% of the Pool Balance.


 


“Reserve Account” means the account designated as
such, established and maintained pursuant to Section 5.1(a)(iii) hereof.


 


“Reserve Account Deposit Amount” means, with respect
to any Distribution Date, the lesser of (x) the excess of (i) the Specified
Reserve Balance over (ii) the amount on deposit in the Reserve Account on such
Distribution Date, after taking into account the amount of any Reserve Account
Withdrawal Amount on such Distribution Date and (y) the amount remaining in the
Collection Account after taking into account the distributions therefrom
described in clauses (i) through (xviii) of Section 5.7(a).


 


“Reserve Account Withdrawal Amount” means, with
respect to any Distribution Date, the lesser of (x) any shortfall in the amount
of Available Funds available to pay the amounts specified in clauses (i)
through (xviii) of Section 5.7(a) (taking into account application of Available
Funds to the priority of payments specified in Section 5.7(a) and ignoring any
provision hereof which otherwise limits the amounts described in such clauses
to the amount of funds available) and (y) the amount on deposit in the Reserve
Account on such Distribution Date prior to application of amounts on deposit
therein pursuant to Section 5.8.


 


“Schedule of Receivables” means the schedule of all
retail installment sales contracts and promissory notes originally held as part
of the Trust which is attached as Schedule A.


 


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


 


“Scheduled Receivables Payment” means, with respect to
any Collection Period for any Receivable, the amount set forth in such
Receivable as required to be paid by the Obligor in such Collection
Period.  If after the Closing Date, the
Obligor’s obligation under a Receivable with respect to a Collection Period has
been modified so as to differ from the amount specified in such Receivable as a
result of (i) the order of a court in an insolvency proceeding involving the
Obligor, (ii) pursuant to the Soldiers’ and Sailors’ Civil Relief Act of 1940
or (iii) modifications or extensions of the Receivable permitted by Section
4.2(b), the Scheduled Receivables Payment with respect to such Collection
Period shall refer to the Obligor’s payment obligation with respect to such
Collection Period as so modified.


 


15

















 


“Seller” means AFS SenSub Corp., a Nevada corporation,
and its successors in interest to the extent permitted hereunder.


 


“Service Contract” means, with respect to a Financed
Vehicle, the agreement, if any, financed under the related Receivable that
provides for the repair of such Financed Vehicle.


 


“Servicer” means AmeriCredit Financial Services, Inc.,
as the servicer of the Receivables, and each successor Servicer pursuant to
Section 9.3.


 


“Servicer Termination Event” means an event specified
in Section 9.1.


 


“Servicer’s Certificate” means an Officers’
Certificate of the Servicer delivered pursuant to Section 4.9(b), substantially
in the form of Exhibit A.


 


“Servicing Fee” has the meaning specified in Section
4.8.


 


“Servicing Fee Rate” means 2.25% per annum.


 


“Simple Interest Method” means the method of
allocating a fixed level payment on an obligation between principal and
interest, pursuant to which the portion of such payment that is allocated to
interest is equal to the product of the fixed rate of interest on such
obligation multiplied by the period of time (expressed as a fraction of a year,
based on the actual number of days in the calendar month and 365 days in the
calendar year) elapsed since the preceding payment under the obligation was
made.


 


“Specified Reserve Balance” means, with respect to any
Distribution Date, $10,000,000.


 


“Standard & Poor’s” means Standard & Poor’s, a
Division of The McGraw-Hill Companies Inc., or its successor.


 


“Step-Down Amount” means, with respect to any
Distribution Date, the excess, if any, of (x) the Required Pro Forma Note
Balance over (y) the Pro Forma Note Balance on such Distribution Date,
calculated for this purpose only without deduction for any Step-Down Amount (i.e.,
assuming that the entire amount described in clause (x) of the definition of
“Principal Distributable Amount” is distributed as principal on the Notes); provided,
however,
that the Step-Down Amount in no event may exceed the amount that would reduce
the sum of (i) the amount on deposit in the Reserve Account, plus (ii) the
positive difference, if any, of the Pool Balance minus the Pro Forma Note
Balance, to an amount less than the lesser of (i) $15,000,000 or (ii) the
outstanding principal amount of all Classes of Notes.


 


“Supplemental Servicing Fee” means, with respect to
any Collection Period, all administrative fees, expenses and charges paid by or
on behalf of Obligors, including late fees, prepayment fees and liquidation
fees collected on the Receivables during such Collection Period but excluding
any fees or expenses related to extensions.


 


“Third-Party Lender” means an entity that originated a
loan to a consumer for the purchase of a motor vehicle and sold the loan to
AmeriCredit pursuant to an Auto Loan Purchase and Sale Agreement.


 


16























“Third-Party Lender Assignment” means, with respect to
a Receivable, the executed assignment executed by a Third-Party Lender
conveying such Receivable to AmeriCredit.


 


“Total Available Funds” has the meaning described in
Section 5.7(a) hereof.


 


“Trust” means the Issuer.


 


“Trust Account Property” means the Trust Accounts, all
amounts and investments held from time to time in any Trust Account (whether in
the form of deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise), and all proceeds of the foregoing.


 


“Trust Accounts” has the meaning assigned thereto in
Section 5.1.


 


“Trust Agreement” means the Trust Agreement dated as
of January 24, 2002, between the Seller and the Owner Trustee, as amended and
restated as of April 11, 2002, as the same may be amended and supplemented from
time to time.


 


“Trust Collateral Agent” means the Person acting as
Trust Collateral Agent hereunder, its successors in interest and any successor
Trust Collateral Agent hereunder.


 


“Trust Officer” means, (i) in the case of the Trust
Collateral Agent, the chairman or vice-chairman of the board of directors, any
managing director, the chairman or vice-chairman of the executive committee of
the board of directors, the president, any vice president, assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller and any assistant controller or any other officer
of the Trust Collateral Agent customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of such officer’s knowledge of and familiarity with the
particular subject, and (ii) in the case of the Owner Trustee, any officer in
the corporate trust office of the Owner Trustee or any agent of the Owner
Trustee under a power of attorney with direct responsibility for the
administration of this Agreement or any of the Basic Documents on behalf of the
Owner Trustee.


 


“Trust Property” means the property and proceeds
conveyed pursuant to Section 2.1, together with certain monies paid on or after
the Cut-off Date, the Collection Account (including all Eligible Investments
therein and all proceeds therefrom), the Lockbox Account, the Reserve Account
(including all Eligible Investments therein and all proceeds therefrom), the
Guaranty and certain other rights under this Agreement.


 


“Trustee” means the Person acting as Trustee under the
Indenture, its successors in interest and any successor trustee under the
Indenture.


 


“UCC” means the Uniform Commercial Code as in effect
in the relevant jurisdiction on the date of the Agreement.


 


17

















 


SECTION 1.2.    Other Definitional
Provisions.


 


(a)           Capitalized
terms used herein and not otherwise defined herein have meanings assigned to
them in the Indenture, or, if not defined therein, in the Trust Agreement.


 


(b)           All
terms defined in this Agreement shall have the defined meanings when used in
any instrument governed hereby and in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.


 


(c)           As
used in this Agreement, in any instrument governed hereby and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in this Agreement or in any such instrument,
certificate or other document, and accounting terms partly defined in this
Agreement or in any such instrument, certificate or other document to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles as in effect on the date of this
Agreement or any such instrument, certificate or other document, as
applicable.  To the extent that the
definitions of accounting terms in this Agreement or in any such instrument,
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such instrument, certificate or other document shall
control.


 


(d)           The
words “hereof,” “herein,” “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Section, Schedule and Exhibit
references contained in this Agreement are references to Sections, Schedules
and Exhibits in or to this Agreement unless otherwise specified; and the term
“including” shall mean “including without limitation.”


 


(e)           The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such terms.


 


(f)            Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to
a Person are also to its permitted successors and assigns.


 


ARTICLE II


 


Conveyance of
Receivables


 


SECTION 2.1.    Conveyance
of Receivables.  In
consideration of the Issuer’s delivery to or upon the order of the Seller on
the Closing Date of the net proceeds from the sale of the Notes and the other
amounts to be distributed from time to time to the Seller in accordance with
the terms of this Agreement, the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Issuer, without recourse (subject to the
obligations set forth herein), all right, title and interest of the Seller in
and to:


 


18

















 


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


 


(b)           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;


 


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


 


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


 


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


 


(f)            the
related Receivables Files;


 


(g)           all
of the Seller’s right, title and interest in its rights and benefits, but none
of its obligations or burdens, under the Purchase Agreement, including the
Seller’s rights under the Purchase Agreement, and the delivery requirements,
representations and warranties and the cure and repurchase obligations of
AmeriCredit under the Purchase Agreement; and


 


(h)           the
proceeds of any and all of the foregoing.


 


It is the intention of the Seller that the transfer
and assignment contemplated by this Agreement shall constitute a sale of the
Receivables and other Trust Property from the Seller to the Issuer and the
beneficial interest in and title to the Receivables and the other Trust
Property shall not be part of the Seller’s estate in the event of the filing of
a bankruptcy petition by or against the Seller under any bankruptcy law.  In the event that, notwithstanding the
intent of the Seller, the transfer and assignment contemplated hereby is held
by a court of competent jurisdiction not to be a sale, this Agreement shall
constitute a grant of a security interest in the property referred to in this
Section for the benefit of the Noteholders.


 


SECTION 2.2.    [Reserved]


 


SECTION 2.3.    Further
Encumbrance of Trust Property.


 


(a)           Immediately
upon the conveyance to the Trust by the Seller of any item of the Trust
Property pursuant to Section 2.1, all right, title and interest of the Seller
in and to such item of Trust Property shall terminate, and all such right,
title and interest shall vest in the Trust, in accordance with the Trust
Agreement and Sections 3802 and 3805 of the Business Trust Statute (as defined
in the Trust Agreement).


 


(b)           Immediately
upon the vesting of the Trust Property in the Trust, the Trust shall have the
sole right to pledge or otherwise encumber, such Trust Property.  Pursuant to the Indenture, the Trust shall
grant a security interest in the Trust Property to the Trust Collateral 


 


19

















 


Agent securing the repayment of the Notes.  The Certificates shall represent the beneficial ownership
interest in the Trust Property, and the Certificateholders shall be entitled to
receive distributions with respect thereto as set forth herein.


 


(c)           Following
the payment in full of the Notes and the release and discharge of the
Indenture, all covenants of the Issuer under Article III of the Indenture
shall, until payment in full of the Certificates, remain as covenants of the
Issuer for the benefit of the Certificateholders, enforceable by the
Certificateholders to the same extent as such covenants were enforceable by the
Noteholders prior to the discharge of the Indenture.  Any rights of the Trustee under Article III of the Indenture,
following the discharge of the Indenture, shall vest in Certificateholders.


 


(d)           The
Trust Collateral Agent shall, at such time as there are no Securities
outstanding and all sums due to (i) the Trustee pursuant to the Indenture and
(ii) the Trust Collateral Agent pursuant to this Agreement, have been paid,
release any remaining portion of the Trust Property to the Seller.


 


ARTICLE III


 


The
Receivables


 


SECTION 3.1.    Representations and Warranties of
Seller.  The Seller hereby
represents and warrants that each of the representations and warranties set
forth on the Schedule of Representations attached hereto as Schedule B is true
and correct on which the Issuer is deemed to have relied in acquiring the
Receivables.  Such representations and
warranties speak as of the execution and delivery of this Agreement and as of
the Closing Date, but shall survive the sale, transfer and assignment of the
Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the
Indenture.


 


SECTION 3.2.    Repurchase upon Breach.


 


(a)           The
Seller, the Servicer, the Trust Collateral Agent or the Owner Trustee, as the
case may be, shall inform the other parties to this Agreement promptly, notice
in writing, upon the discovery of any breach of the Seller’s representations
and warranties made pursuant to Section 3.1. 
As of the last day of the second (or, if the Seller so elects, the
first) month following the discovery by the Seller or receipt by the Seller of
notice of such breach, unless such breach is cured by such date, the Seller
shall have an obligation to repurchase any Receivable in which the interests of
the Noteholders are materially and adversely affected by any such breach as of
such date.  The “second month” shall
mean the month following the month in which discovery occurs or notice is
given, and the “first month” shall mean the month in which discovery occurs or
notice is given.  In consideration of
and simultaneously with the repurchase of the Receivable, the Seller shall
remit, or cause AmeriCredit to remit, to the Collection Account the Purchase
Amount in the manner specified in Section 5.6 and the Issuer shall execute such
assignments and other documents reasonably requested by such person in order to
effect such repurchase.  The sole remedy
of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or
the Noteholders with respect to a breach of representations and warranties
pursuant to Section 3.1 and the agreement contained in this Section shall be
the repurchase of Receivables pursuant to this Section, subject to the
conditions contained herein or to enforce the obligation of 


 


20

















 


AmeriCredit to the Seller to repurchase such Receivables pursuant to
the Purchase Agreement.  Neither the
Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to
conduct any affirmative investigation as to the occurrence of any conditions
requiring the repurchase of any Receivable pursuant to this Section.


 


In addition to the foregoing and notwithstanding
whether the related Receivable shall have been purchased by the Seller, the
Seller shall indemnify the Trust, the Trustee, the Backup Servicer, the Trust
Collateral Agent and the officers, directors, agents and employees thereof, and
the Noteholders 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 breach.


 


(b)           Pursuant
to Section 2.1 of this Agreement, the Seller conveyed to the Trust all of the
Seller’s right, title and interest in its rights and benefits, but none of its
obligations or burdens, under the Purchase Agreement including the Seller’s
rights under the Purchase Agreement and the delivery requirements,
representations and warranties and the cure or repurchase obligations of
AmeriCredit thereunder.  The Seller
hereby represents and warrants to the Trust that such assignment is valid,
enforceable and effective to permit the Trust to enforce such obligations of
AmeriCredit under the Purchase Agreement.


 


SECTION 3.3.    Custody of Receivables
Files.


 


(a)           In
connection with the sale, transfer and assignment of the Receivables and the
Other Conveyed Property to the Trust pursuant to this Agreement and simultaneously
with the execution and delivery of this Agreement, the Trust Collateral Agent
shall enter into the Custodian Agreement with the Custodian, dated as of April
11, 2002, pursuant to which the Trust Collateral Agent shall revocably appoint
the Custodian, and the Custodian shall accept such appointment, to act as the
agent of the Trust Collateral Agent as custodian of the following documents or
instruments in its possession which shall be delivered to the Custodian as
agent of the Trust Collateral Agent on or before the Closing Date (with respect
to each Receivable):


 


(i)            The fully executed original of the
Receivable (together with any agreements modifying the Receivable, including,
without limitation, any extension agreements);


 


(ii)           The original credit application, or a
copy thereof, of each Obligor, fully executed by each such Obligor on
AmeriCredit’s customary form, or on a form approved by AmeriCredit, for such
application; and


 


(iii)          The original certificate of title
(when received) and otherwise such documents, if any, that AmeriCredit keeps on
file in accordance with its customary procedures indicating that the Financed
Vehicle is owned by the Obligor and subject to the interest of AmeriCredit as
first lienholder or secured party (including any Lien Certificate received by
AmeriCredit), or, if such original certificate of title has not yet been
received, a copy of the application therefor, showing AmeriCredit as secured
party.


 


The Trust
Collateral Agent may act as the Custodian, in which case the 


 


21

















 


Trust Collateral Agent
shall be deemed to have assumed the obligations of the Custodian specified in
the Custodian Agreement.


 


(b)           Upon payment in full
of any Receivable, the Servicer will notify the Custodian pursuant to a
certificate of an officer of the Servicer (which certificate shall include a
statement to the effect that all amounts received in connection with such
payments which are required to be deposited in the Collection Account pursuant
to Section 4.1 have been so deposited) and shall request delivery of the
Receivable and Receivable File to the Servicer.  From time to time as appropriate for servicing and enforcing any
Receivable, the Custodian shall, upon written request of an officer of the
Servicer and delivery to the Custodian of a receipt signed by such officer,
cause the original Receivable and the related Receivable File to be released to
the Servicer.  The Servicer’s receipt of
a Receivable and/or Receivable File shall obligate the Servicer to return the
original Receivable and the related Receivable File to the Custodian when its
need by the Servicer has ceased unless the Receivable is repurchased as
described in Section 3.2 or 4.7.


 


ARTICLE IV


 


Administration
and Servicing of Receivables


 


SECTION 4.1.    Duties of
the Servicer.  The Servicer is
hereby authorized to act as agent for the Trust and in such capacity shall
manage, service, administer and make collections on the Receivables, and
perform the other actions required by the Servicer under this Agreement.  The Servicer agrees that its servicing of
the Receivables shall be carried out in accordance with customary and usual
procedures of institutions which service motor vehicle retail installment sales
contracts and, to the extent more exacting, the degree of skill and attention
that the Servicer exercises from time to time with respect to all comparable
motor vehicle receivables that it services for itself or others.  In performing such duties, so long as
AmeriCredit is the Servicer, it shall substantially comply with the policies
and procedures described on Schedule C, as such policies and procedures may be
updated from time to time.  The
Servicer’s duties shall include, without limitation, collection and posting of
all payments, responding to inquiries of Obligors on the Receivables,
investigating delinquencies, sending payment coupons to Obligors, reporting any
required tax information to Obligors, monitoring the collateral, complying with
the terms of the Lockbox Agreement, accounting for collections and furnishing
monthly and annual statements to the Trust Collateral Agent and the Trustee
with respect to distributions, monitoring the status of Insurance Policies with
respect to the Financed Vehicles and performing the other duties specified
herein.


 


The Servicer shall also administer and enforce all rights and
responsibilities of the holder of the Receivables provided for in the Dealer
Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain
possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements,
to the extent it is necessary to do so), the Dealer Assignments, the
Third-Party Lender Assignments and the Insurance Policies, to the extent that
such Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer
Assignments, Third-Party Lender Assignments and Insurance Policies relate to
the Receivables, the Financed Vehicles or the Obligors.  To the extent consistent with the standards,
policies and procedures otherwise required hereby, the Servicer shall follow
its customary standards, policies, and procedures and shall have full power and
authority, acting alone, to do any and all things in connection with such 


 


22

















 


managing,
servicing, administration and collection that it may deem necessary or
desirable.  Without limiting the
generality of the foregoing, the Servicer is hereby authorized and empowered by
the Trust to execute and deliver, on behalf of the Trust, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the
Receivables and with respect to the Financed Vehicles; provided, however, that
notwithstanding the foregoing, the Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment
of any unpaid amount under any Receivable or waive the right to collect the
unpaid balance of any Receivable from the Obligor, except in accordance with
the Servicer’s customary practices.


 


The Servicer is hereby authorized to commence, in it’s own name or in
the name of the Trust, a legal proceeding to enforce a Receivable pursuant to
Section 4.3 or to commence or participate in any other legal proceeding
(including, without limitation, a bankruptcy proceeding) relating to or
involving a Receivable, an Obligor or a Financed Vehicle.  If the Servicer commences or participates in
such a legal proceeding in its own name, the Trust shall thereupon be deemed to
have automatically assigned such Receivable to the Servicer solely for purposes
of commencing or participating in any such proceeding as a party or claimant,
and the Servicer is authorized and empowered by the Trust to execute and
deliver in the Servicer’s name any notices, demands, claims, complaints,
responses, affidavits or other documents or instruments in connection with any
such proceeding.  The Trust Collateral
Agent and the Owner Trustee shall furnish the Servicer with any limited powers
of attorney and other documents which the Servicer may reasonably request and
which the Servicer deems necessary or appropriate and take any other steps
which the Servicer may deem necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties under this Agreement.


 


SECTION 4.2.    Collection of
Receivable Payments; Modifications of Receivables; Lockbox Agreements.


 


(a)           Consistent with the
standards, policies and procedures required by this Agreement, the Servicer
shall make reasonable efforts to collect all payments called for under the
terms and provisions of the Receivables as and when the same shall become due,
and shall follow such collection procedures as it follows with respect to all
comparable automobile receivables that it services for itself or others and
otherwise act with respect to the Receivables, the Dealer Agreements, the
Dealer Assignments, the Auto Loan Purchase and Sale Agreements, the Third-Party
Lender Assignments, the Insurance Policies and the Other Conveyed Property in
such manner as will, in the reasonable judgment of the Servicer, maximize the
amount to be received by the Trust with respect thereto.  The Servicer is authorized in its discretion
to waive any prepayment charge, late payment charge or any other similar fees
that may be collected in the ordinary course of servicing any Receivable.


 


(b)           The Servicer may at
any time agree to a modification or amendment of a Receivable in order to (i)
change the Obligor’s regular due date to a date within the Collection Period in
which such due date occurs or (ii) re-amortize the Scheduled Receivables
Payments on the Receivable following a partial prepayment of principal, in
accordance with its customary procedures if the Servicer believes in good faith
that such extension, modification or amendment is necessary to avoid a default
on such Receivable, will maximize the amount to be received by the Trust with
respect to such Receivable, and is otherwise in the best interests of the
Trust.


 


23

















 


(c)           The Servicer may
grant payment extensions on, or other modifications or amendments to, a
receivable (in addition to those modifications permitted by Section 4.2(b)) in
accordance with its customary procedures if the Servicer believes in good faith
that such extension, modification or amendment is necessary to avoid a default
on such Receivable, will maximize the amount to be received by the Trust with
respect to such Receivable, and is otherwise in the best interests of the
Trust; provided,
however, that:


 


(i)            The aggregate period of all
extensions on a Receivable shall not exceed eight months; and


 


(ii)           In no event may a Receivable be
extended beyond the Collection Period immediately preceding the latest Final
Scheduled Distribution Date.


 


(d)           The Servicer shall
use its best efforts to notify or direct Obligors to make all payments on the
Receivables, whether by check or by direct debit of the Obligor’s bank account,
to be made directly to one or more Lockbox Banks, acting as agent for the Trust
pursuant to a Lockbox Agreement.  The
Servicer shall use its best efforts to notify or direct any Lockbox Bank to
deposit all payments on the Receivables in the Lockbox Account no later than the
Business Day after receipt, and to cause all amounts credited to the Lockbox
Account on account of such payments to be transferred to the Collection Account
no later than the second Business Day after receipt of such payments.  The Lockbox Account shall be a demand
deposit account held by the Lockbox Bank, or at the request of the Majority
Noteholders, an Eligible Account.


 


Prior to the Closing Date, the Servicer shall have notified each
Obligor that makes its payments on the Receivables by check to make such
payments thereafter directly to the Lockbox Bank (except in the case of
Obligors that have already been making such payments to the Lockbox Bank), and
shall have provided each such Obligor with remittance invoices in order to
enable such Obligors to make such payments directly to the Lockbox Bank for
deposit into the Lockbox Account, and the Servicer will continue, not less
often than every three months, to so notify those Obligors who have failed to
make payments to the Lockbox Bank. If at any time, an Obligor’s bank account
cannot be accessed by direct debit and if such inability is not cured within 15
days or cannot be cured by execution by the Obligor of a new authorization for
automatic payment, the Servicer shall notify such Obligor that it cannot make
payment by direct debit and must thereafter make payment by check.


 


Notwithstanding any Lockbox Agreement, or any of the provisions of this
Agreement relating to the Lockbox Agreement, the Servicer shall remain
obligated and liable to the Trust, the Trust Collateral Agent and Noteholders for
servicing and administering the Receivables and the Other Conveyed Property in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue thereof; provided, however, that the foregoing
shall not apply to any Backup Servicer for so long as a Lockbox Bank is
performing its obligations pursuant to the terms of a Lockbox Agreement.


 


In the event of a termination of the Servicer, the successor Servicer
shall assume all of the rights and obligations of the outgoing Servicer under
the Lockbox Agreement subject to the terms hereof.  In such event, the successor Servicer shall be deemed to have
assumed all of the outgoing Servicer’s interest therein and to have replaced
the outgoing Servicer as a party to each 


 


24

















 


such Lockbox
Agreement to the same extent as if such Lockbox Agreement had been assigned to
the successor Servicer, except that the outgoing Servicer shall not thereby be
relieved of any liability or obligations on the part of the outgoing Servicer
to the Lockbox Bank under such Lockbox Agreement.  The outgoing Servicer shall, upon request of the Trust Collateral
Agent, but at the expense of the outgoing Servicer, deliver to the successor
Servicer all documents and records relating to each such Lockbox Agreement and
an accounting of amounts collected and held by the Lockbox Bank and otherwise
use its best efforts to effect the orderly and efficient transfer of any
Lockbox Agreement to the successor Servicer. 
In the event that the Majority Noteholders elect to change the identity
of the Lockbox Bank, the outgoing Servicer, at its expense, shall cause the
Lockbox Bank to deliver, at the direction of the Majority Noteholders to the
Trust Collateral Agent or a successor Lockbox Bank, all documents and records
relating to the Receivables and all amounts held (or thereafter received) by
the Lockbox Bank (together with an accounting of such amounts) and shall
otherwise use its best efforts to effect the orderly and efficient transfer of
the lockbox arrangements and the Servicer shall notify the Obligors to make
payments to the Lockbox established by the successor.


 


(e)           The Servicer shall
remit all payments by or on behalf of the Obligors received directly by the Servicer
to the Lockbox Bank for deposit into the Collection Account, in either case,
without deposit into any intervening account and as soon as practicable, but in
no event later than the Business Day after receipt thereof.


 


SECTION 4.3.    Realization upon
Receivables.


 


(a)           Consistent with the
standards, policies and procedures required by this Agreement, the Servicer
shall use its best efforts to repossess (or otherwise comparably convert the
ownership of) and liquidate any Financed Vehicle securing a Receivable with
respect to which the Servicer has determined that payments thereunder are not
likely to be resumed, as soon as is practicable after default on such
Receivable but in no event later than the date on which all or any portion of a
Scheduled Receivables Payment has become 91 days delinquent; provided,
however, that the Servicer may elect not to repossess a Financed
Vehicle within such time period if in its good faith judgment it determines
that the proceeds ultimately recoverable with respect to such Receivable would
be increased by forbearance.  The
Servicer is authorized to follow such customary practices and procedures as it
shall deem necessary or advisable, consistent with the standard of care
required by Section 4.1, which practices and procedures may include reasonable
efforts to realize upon any recourse to Dealers and Third-Party Lenders, the
sale of the related Financed Vehicle at public or private sale, the submission
of claims under an Insurance Policy and other actions by the Servicer in order
to realize upon such a Receivable.  The
foregoing is subject to the provision that, in any case in which the Financed
Vehicle shall have suffered damage, the Servicer shall not expend funds in
connection with any repair or towards the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or
repossession shall increase the proceeds of liquidation of the related
Receivable by an amount greater than the amount of such expenses.  All amounts received upon liquidation of a
Financed Vehicle shall be remitted directly by the Servicer to the Collection
Account without deposit into any intervening account as soon as practicable,
but in no event later than the Business Day after receipt thereof.  The Servicer shall be entitled to recover
all reasonable expenses incurred by it in the course of repossessing and
liquidating a Financed Vehicle into cash proceeds, but only out of the cash
proceeds of such Financed Vehicle, any 


 


25

















 


deficiency
obtained from the Obligor or any amounts received from the related Dealer or
Third-Party Lender, which amounts in reimbursement may be retained by the
Servicer (and shall not be required to be deposited as provided in Section
4.2(e)) to the extent of such expenses. 
The Servicer shall pay on behalf of the Trust any personal property
taxes assessed on repossessed Financed Vehicles.  The Servicer shall be entitled to reimbursement of any such tax
from Net Liquidation Proceeds with respect to such Receivable.


 


(b)           If the Servicer
elects to commence a legal proceeding to enforce a Dealer Agreement, Auto Loan
Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, the act of commencement shall be deemed to be an automatic
assignment from the Trust to the Servicer of the rights under such Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment for purposes of collection only.  If, however, in any enforcement suit or legal
proceeding it is held that the Servicer may not enforce a Dealer Agreement,
Auto Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment on the grounds that it is not a real party in interest or a Person
entitled to enforce the Dealer Agreement, Auto Loan Purchase and Sale
Agreement, Dealer Assignment or Third-Party Lender Assignment, the Owner
Trustee and/or the Trust Collateral Agent, at the Servicer’s expense, or the
Seller, at the Seller’s expense, shall take such steps as the Servicer deems
reasonably necessary to enforce the Dealer Agreement, Auto Loan Purchase and
Sale Agreement, Dealer Assignment or Third-Party Lender Assignment, including
bringing suit in its name or the name of the Seller or of the Trust and the Owner
Trustee and/or the Trust Collateral Agent for the benefit of the
Noteholders.  All amounts recovered
shall be remitted directly by the Servicer as provided in Section 4.2(e).


 


SECTION 4.4.    Insurance.


 


(a)           The Servicer shall
require, in accordance with its customary servicing policies and procedures,
that each Financed Vehicle be insured by the related Obligor under the
Insurance Policies referred to in Paragraph 24 of the Schedule of
Representations and Warranties and shall monitor the status of such physical
loss and damage insurance coverage thereafter, in accordance with its customary
servicing procedures.  Each Receivable
requires the Obligor to maintain such physical loss and damage insurance,
naming AmeriCredit and its successors and assigns as additional insureds, and
permits the holder of such Receivable to obtain physical loss and damage
insurance at the expense of the Obligor if the Obligor fails to maintain such
insurance.  If the Servicer shall determine
that an Obligor has failed to obtain or maintain a physical loss and damage
Insurance Policy covering the related Financed Vehicle which satisfies the
conditions set forth in clause (i)(a) of such Paragraph 24 (including, without
limitation, during the repossession of such Financed Vehicle) the Servicer may
enforce the rights of the holder of the Receivable under the Receivable to
require the Obligor to obtain such physical loss and damage insurance in
accordance with its customary servicing policies and procedures.  The Servicer may maintain a vendor’s single
interest or other collateral protection insurance policy with respect to all
Financed Vehicles (“Collateral Insurance”) which policy shall by its
terms insure against physical loss and damage in the event any Obligor fails to
maintain physical loss and damage insurance with respect to the related
Financed Vehicle.  All policies of
Collateral Insurance shall be endorsed with clauses providing for loss payable
to the Servicer.  Costs incurred by the
Servicer in maintaining such Collateral Insurance shall be paid by the
Servicer.


 


26

















 


(b)           The Servicer may, if
an Obligor fails to obtain or maintain a physical loss and damage Insurance
Policy, obtain insurance with respect to the related Financed Vehicle and
advance on behalf of such Obligor, as required under the terms of the insurance
policy, the premiums for such insurance (such insurance being referred to
herein as “Force-Placed Insurance”). 
All policies of Force-Placed Insurance shall be endorsed with clauses
providing for loss payable to the Servicer. 
Any cost incurred by the Servicer in maintaining such Force-Placed
Insurance shall only be recoverable out of premiums paid by the Obligors or Net
Liquidation Proceeds with respect to the Receivable, as provided in Section
4.4(c).


 


(c)           In connection with
any Force-Placed Insurance obtained hereunder, the Servicer may, in the manner
and to the extent permitted by applicable law, require the Obligors to repay
the entire premium to the Servicer.  In
no event shall the Servicer include the amount of the premium in the Amount
Financed under the Receivable.  For all
purposes of this Agreement, the Insurance Add-On Amount with respect to any
Receivable having Force-Placed Insurance will be treated as a separate
obligation of the Obligor and will not be added to the Principal Balance of
such Receivable, and amounts allocable thereto will not be available for
distribution on the Notes and the Certificates.  The Servicer shall retain and separately administer the right to
receive payments from Obligors with respect to Insurance Add-On Amounts or
rebates of Forced-Placed Insurance premiums. 
If an Obligor makes a payment with respect to a Receivable having
Force-Placed Insurance, but the Servicer is unable to determine whether the
payment is allocable to the Receivable or to the Insurance Add-On Amount, the
payment shall be applied first to any unpaid Scheduled Receivables Payments and
then to the Insurance Add-On Amount. 
Net Liquidation Proceeds on any Receivable will be used first to pay the
Principal Balance and accrued interest on such Receivable and then to pay the
related Insurance Add-On Amount.  If an
Obligor under a Receivable with respect to which the Servicer has placed
Force-Placed Insurance fails to make scheduled payments of such Insurance
Add-On Amount as due, and the Servicer has determined that eventual payment of
the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be
required to, purchase such Receivable from the Trust for the Purchase Amount on
any subsequent Determination Date.  Any
such Receivable, and any Receivable with respect to which the Servicer has
placed Force-Placed Insurance which has been paid in full (excluding any Insurance
Add-On Amounts) will be assigned to the Servicer.


 


(d)           The Servicer may sue
to enforce or collect upon the Insurance Policies, in its own name, if
possible, or as agent of the Trust.  If
the Servicer elects to commence a legal proceeding to enforce an Insurance
Policy, the act of commencement shall be deemed to be an automatic assignment
of the rights of the Trust under such Insurance Policy to the Servicer for
purposes of collection only.  If,
however, in any enforcement suit or legal proceeding it is held that the
Servicer may not enforce an Insurance Policy on the grounds that it is not a
real party in interest or a holder entitled to enforce the Insurance Policy,
the Owner Trustee and/or the Trust Collateral Agent, at the Servicer’s expense,
or the Seller, at the Seller’s expense, shall take such steps as the Servicer
deems necessary to enforce such Insurance Policy, including bringing suit in
its name or the name of the Trust and the Owner Trustee and/or the Trust
Collateral Agent for the benefit of the Noteholders.


 


(e)           The Servicer will
cause itself and may cause the Trust Collateral Agent to be named as named
insured under all policies of Collateral Insurance.


 


27

















 


SECTION 4.5.    Maintenance of
Security Interests in Vehicles.


 


(a)           Consistent with the
policies and procedures required by this Agreement, the Servicer shall take
such steps on behalf of the Trust as are necessary to maintain perfection of
the security interest created by each Receivable in the related Financed
Vehicle, including, but not limited to, obtaining the execution by the Obligors
and the recording, registering, filing, re-recording, re-filing, and
re-registering of all security agreements, financing statements and
continuation statements as are necessary to maintain the security interest
granted by the Obligors under the respective Receivables.  The Trust Collateral Agent hereby authorizes
the Servicer, and the Servicer agrees, to take any and all steps necessary to
re-perfect such security interest on behalf of the Trust as necessary because
of the relocation of a Financed Vehicle or for any other reason.  In the event that the assignment of a
Receivable to the Trust is insufficient, without a notation on the related
Financed Vehicle’s certificate of title, or without fulfilling any additional
administrative requirements under the laws of the state in which the Financed
Vehicle is located, to perfect a security interest in the related Financed
Vehicle in favor of the Trust, the Servicer hereby agrees that AmeriCredit’s
designation as the secured party on the certificate of title is in its capacity
as Servicer as agent of the Trust.


 


(b)           Upon the occurrence
of a Servicer Termination Event, the Trust Collateral Agent and the Servicer
shall take or cause to be taken such action as may, in the opinion of counsel
to the Majority Noteholders, be necessary to perfect or re-perfect the security
interests in the Financed Vehicles securing the Receivables in the name of the
Trust by amending the title documents of such Financed Vehicles or by such
other reasonable means as may, in the opinion of counsel to the Majority
Noteholders, be necessary or prudent.


 


AmeriCredit hereby agrees to pay all expenses related to such
perfection or reperfection and to take all action necessary therefor.  AmeriCredit hereby appoints the Trust
Collateral Agent as its attorney-in-fact to take any and all steps required to
be performed by AmeriCredit pursuant to this Section 4.5(b) (it being
understood that and agreed that the Trust Collateral Agent shall have no
obligation to take such steps with respect to all perfection or reperfection,
except as pursuant to the Basic Documents to which it is a party and to which
AmeriCredit has paid all expenses), including execution of certificates of
title or any other documents in the name and stead of AmeriCredit, and the
Trust Collateral Agent hereby accepts such appointment.


 


SECTION 4.6.    Covenants,
Representations, and Warranties of Servicer.  By its execution and delivery of this Agreement, the Servicer makes
the following representations, warranties and covenants on which the Trust
Collateral Agent relies in accepting the Receivables and on which the Trustee
relies in authenticating the Notes.


 


(a)           The Servicer
covenants as follows:


 


(i)            Liens in Force.  The Financed Vehicle securing each
Receivable shall not be released in whole or in part from the security interest
granted by the Receivable, except upon payment in full of the Receivable or as
otherwise contemplated herein;


 


(ii)           No Impairment.  The Servicer shall do nothing to impair the
rights of the Trust or the Noteholders in the Receivables, the Dealer
Agreements, the Auto Loan 


 


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Purchase and Sale
Agreements, the Dealer Assignments, the Third-Party Lender Assignments, the
Insurance Policies or the Other Conveyed Property except as otherwise expressly
provided herein;


 


(iii)          No Amendments.  The Servicer shall not extend or otherwise
amend the terms of any Receivable, except in accordance with Section 4.2; and


 


(iv)          Restrictions on Liens.  The Servicer shall not (i) create, incur or
suffer to exist, or agree to create, incur or suffer to exist, or consent to
cause or permit in the future (upon the happening of a contingency or
otherwise) the creation, incurrence or existence of any Lien or restriction on
transferability of the Receivables except for the Lien in favor of the Trust
Collateral Agent for the benefit of the Noteholders and the restrictions on
transferability imposed by this Agreement or (ii) sign or file under the
Uniform Commercial Code of any jurisdiction any financing statement which names
AmeriCredit or the Servicer as a debtor, or sign any security agreement
authorizing any secured party thereunder to file such financing statement, with
respect to the Receivables, except in each case any such instrument solely
securing the rights and preserving the Lien of the Trust Collateral Agent, for
the benefit of the Noteholders.


 


(b)           The Servicer
represents, warrants and covenants as of the Closing Date as to itself that the
representations and warranties set forth on the Schedule of Representations
attached hereto as Schedule B are true and correct; provided that such
representations and warranties contained therein and herein shall not apply to
any entity other than AmeriCredit.


 


SECTION 4.7.    Purchase of Receivables Upon Breach
of Covenant.  Upon discovery by
any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the
Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the
covenants set forth in Sections 4.5(a) or 4.6(a), the party discovering such
breach shall give prompt written notice to the others; provided, however, that the
failure to give any such notice shall not affect any obligation of AmeriCredit
as Servicer under this Section.  As of
the second Accounting Date following its discovery or receipt of notice of any
breach of any covenant set forth in Sections 4.5(a) or 4.6(a) which materially
and adversely affects the interests of the Noteholders in any Receivable
(including any Liquidated Receivable) (or, at AmeriCredit’s election, the first
Accounting Date so following) or the related Financed Vehicle, AmeriCredit
shall, unless such breach shall have been cured in all material respects,
purchase from the Trust the Receivable affected by such breach and, on the
related Determination Date, AmeriCredit shall pay the related Purchase
Amount.  It is understood and agreed
that the obligation of AmeriCredit to purchase any Receivable (including any
Liquidated Receivable) with respect to which such a breach has occurred and is
continuing shall, if such obligation is fulfilled, constitute the sole remedy
against AmeriCredit for such breach available to the Noteholders, the Owner
Trustee or the Trust Collateral Agent; provided, however, that AmeriCredit shall
indemnify the Trust, the Backup Servicer, the Owner Trustee, the Trust
Collateral Agent, the Trustee and the Noteholders 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 breach.  This
section shall survive the termination of this Agreement and the earlier removal
or resignation of the Trustee and/or the Trust Collateral Agent and/or the
Backup Servicer.


 


29

















 


SECTION 4.8.    Total
Servicing Fee; Payment of Certain Expenses by Servicer.  On each Distribution Date, the Servicer
shall be entitled to receive out of the Collection Account the Base Servicing
Fee and any Supplemental Servicing Fee for the related Collection Period
(together, the “Servicing Fee”) pursuant to Section 5.7.  The Servicer shall be required to pay all
expenses incurred by it in connection with its activities under this Agreement
(including taxes imposed on the Servicer, expenses incurred in connection with
distributions and reports made by the Servicer to the Noteholders and all other
fees and expenses of the Owner Trustee, the Backup Servicer, the Trust
Collateral Agent or the Trustee, except taxes levied or assessed against the
Trust, and claims against the Trust in respect of indemnification, which taxes
and claims in respect of indemnification against the Trust are expressly stated
to be for the account of AmeriCredit). 
The Servicer shall be liable for the fees and expenses of the Owner
Trustee, the Backup Servicer, the Trust Collateral Agent, the Trustee, the
Custodian, the Lockbox Bank (and any fees under the Lockbox Agreement) and the
Independent Accountants. 
Notwithstanding the foregoing, if the Servicer shall not be AmeriCredit,
a successor to AmeriCredit as Servicer including the Backup Servicer permitted
by Section 9.3 shall not be liable for taxes levied or assessed against the
Trust or claims against the Trust in respect of indemnification, or the fees
and expenses referred to above.


 


SECTION 4.9.    Servicer’s Certificate.


 


No later than 10:00 a.m. Eastern time on each Determination Date, the
Servicer shall deliver (facsimile delivery being acceptable) to the Trustee,
the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each
Rating Agency a Servicer’s Certificate executed by a Responsible Officer of the
Servicer containing among other things, (i) all information necessary to enable
the Trust Collateral Agent to make any withdrawal and deposit required by
Section 5.5, (ii) a listing of all Purchased Receivables and Administrative
Receivables purchased as of the related Accounting Date, identifying the
Receivables so purchased, (iii) all information necessary to enable the Trust
Collateral Agent to send the statements to Noteholders required by Section 5.9,
and (iv) all information necessary to enable the Trust Collateral Agent to
reconcile the aggregate cash flows, the Collection Account for the related
Collection Period and Distribution Date, including the accounting required by
Section 5.9.  Receivables purchased by
the Servicer or by the Seller on the related Accounting Date and each
Receivable which became a Liquidated Receivable or which was paid in full
during the related Collection Period shall be identified by account number (as
set forth in the Schedule of Receivables).


 


SECTION 4.10.    Annual Statement as to Compliance,
Notice of Servicer Termination Event.


 


(a)           The Servicer shall
deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer and each Rating Agency, on or before October 31 (or 120 days
after the end of the Servicer’s fiscal year, if other than June 30) of each
year, beginning on October 31, 2003, an officer’s certificate signed by any
Responsible Officer of the Servicer, dated as of June 30 (or other applicable
date) of such year, stating that (i) a review of the activities of the Servicer
during the preceding 12-month period (or such other period as shall have
elapsed from the Closing Date to the date of the first such certificate (which
period shall not be less than six months)) and of its performance under this
Agreement has been made under such officer’s supervision, and (ii) to such
officer’s knowledge, based on such review, the Servicer has fulfilled 


 


30

















 


all its
obligations under this Agreement throughout such period, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.


 


(b)           The Servicer shall
deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer and each Rating Agency, promptly after having obtained
knowledge thereof, but in no event later than two (2) Business Days thereafter,
written notice in an officer’s certificate of any event which with the giving
of notice or lapse of time, or both, would become a Servicer Termination Event
under Section 9.1(a).  The Seller or the
Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer, the Servicer or the Seller (as applicable) and each
Rating Agency promptly after having obtained knowledge thereof, but in no event
later than two (2) Business Days thereafter, written notice in an officer’s
certificate of any event which with the giving of notice or lapse of time, or
both, would become a Servicer Termination Event under any other clause of
Section 9.1.


 


SECTION 4.11.    Annual Independent Accountants’
Report.  The Servicer shall
cause a firm of nationally recognized independent certified public accountants
(the “Independent Accountants”), who may also render other services to
the Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee,
the Trust Collateral Agent, the Backup Servicer and each Rating Agency, on or
before October 31 (or 120 days after the end of the Servicer’s fiscal year, if
other than June 30) of each year, beginning on October 31, 2003, with respect
to the twelve months ended the immediately preceding June 30 (or other
applicable date) (or such other period as shall have elapsed from the Closing
Date to the date of such certificate (which period shall not be less than six
months)), a statement (the “Accountants’ Report”) addressed to the Board
of Directors of the Servicer, to the Trustee, the Owner Trustee, the Trust
Collateral Agent and the Backup Servicer, to the effect that such firm has
audited the books and records of AmeriCredit Corp., in which the Servicer is
included as a consolidated subsidiary, and issued its report thereon in
connection with the audit report on the consolidated financial statements of
AmeriCredit Corp.  and that (1) such
audit was made in accordance with generally accepted auditing standards, and
accordingly included such tests of the accounting records and such other
auditing procedures as such firm considered necessary in the circumstances; (2)
the firm is independent of the Seller and the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants, and (3) includes a report on the application of agreed upon
procedures to three randomly selected Servicer’s Certificates including the
delinquency, default and loss statistics required to be specified therein
noting whether any exceptions or errors in the Servicer’s Certificates were
found.


 


SECTION 4.12.    Access to Certain Documentation and
Information Regarding Receivables. 
The Servicer shall provide to representatives of the Trustee, the Owner
Trustee, the Trust Collateral Agent and the Backup Servicer reasonable access
to the documentation regarding the Receivables.  In each case, such access shall be afforded without charge but
only upon reasonable request and during normal business hours.  Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors, and the failure of the Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section.


 


31

















 


SECTION 4.13.    Monthly Tape.  Not later than the seventh calendar day of
each month, the Servicer will deliver to the Trust Collateral Agent and the
Backup Servicer computer tape and a diskette (or any other electronic
transmission acceptable to the Trust Collateral Agent and the Backup Servicer)
in a format acceptable to the Trust Collateral Agent and the Backup Servicer
containing the information with respect to the Receivables as of the preceding
Accounting Date necessary for preparation of the Servicer’s Certificate
relating to the immediately preceding Determination Date and necessary to
review the application of collections as provided in Section 5.4.  The Backup Servicer shall use such tape or
diskette (or other electronic transmission acceptable to the Trust Collateral
Agent and the Backup Servicer) to (i) confirm that the Servicer’s Certificate
is complete, (ii) confirm that such tape, diskette or other electronic
transmission is in readable form, (iii) verify the mathematical accuracy of all
calculations contained within the Servicer’s Certificate and (iv) calculate and
confirm (A) the aggregate amount distributable as principal on the related
Distribution Date to each Class of Notes, (B) the aggregate amount
distributable as interest on the related Distribution Date to each Class of
Notes, (C) any amounts distributable on the related Distribution Date which are
to be paid with funds (x) withdrawn from the Reserve Account or (y) drawn under
the Guaranty, (D) the outstanding principal amount of each Class of Notes after
giving effect to all distributions made pursuant to clause (A), above, (E) the
Pool Factor for each Class of Notes after giving effect to all distributions
made pursuant to clause (A), above, and (F) the aggregate Noteholders’ Principal
Carryover Amount and the aggregate Noteholders’ Interest Carryover Amount on
such Distribution Date after giving effect to all distributions made pursuant
to clauses (A) and (B), above, respectively. 
The Backup Servicer shall certify to the Trustee that it has verified
the Servicer’s Certificate in accordance with this Section and shall notify the
Servicer and the Trustee of any discrepancies, in each case, on the last day of
the month in which the tape or diskette was received.  In the event that the Backup Servicer reports any discrepancies,
the Servicer and the Backup Servicer shall attempt to reconcile such
discrepancies prior to the next succeeding Distribution Date, but in the
absence of a reconciliation, the Servicer’s Certificate shall control for the
purpose of calculations and distributions with respect to the next succeeding
Distribution Date.  In the event that
the Backup Servicer and the Servicer are unable to reconcile discrepancies with
respect to a Servicer’s Certificate by the next succeeding Distribution Date,
the Servicer shall cause the Independent Accountants, at the Servicer’s
expense, to audit the Servicer’s Certificate and, prior to the last day of the
month after the month in which such Servicer’s Certificate was delivered, reconcile
the discrepancies.  The effect, if any,
of such reconciliation shall be reflected in the Servicer’s Certificate for
such next succeeding Determination Date. 
In addition, upon the occurrence of a Servicer Termination Event the
Servicer shall, if so requested by the Majority Noteholders, deliver to the
Backup Servicer its Collection Records and its Monthly Records within 15 days
after demand therefor and a computer tape containing as of the close of
business on the date of demand all of the data maintained by the Servicer in
computer format in connection with servicing the Receivables.  Other than the duties specifically set forth
in this Agreement, the Backup Servicer shall have no obligations hereunder, including,
without limitation, to supervise, verify, monitor or administer the performance
of the Servicer.  The Backup Servicer
shall have no liability for any actions taken or omitted by the Servicer.


 


SECTION 4.14.    [Reserved]


 


32

















 


SECTION 4.15.    Fidelity
Bond and Errors and Omissions Policy. 
The Servicer has obtained, and shall continue to maintain in full force
and effect, a Fidelity Bond and Errors and Omissions Policy of a type and in
such amount as is customary for servicers engaged in the business of servicing
automobile receivables.


 


ARTICLE V


 


Trust Accounts; Distributions; Statements to
Noteholders


 


SECTION 5.1.    Establishment of
Trust Accounts.


 


(a)           (i)            The Trust Collateral Agent, on
behalf of the Noteholders, shall establish and maintain in its own name an
Eligible Deposit Account (the “Collection Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Trust Collateral Agent on behalf of the Noteholders.  The Collection Account shall initially be
established with the Trust Collateral Agent.


 


(ii)           The Trust
Collateral Agent, on behalf of the Noteholders, shall establish and maintain in
its own name an Eligible Deposit Account (the “Note Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Trust Collateral Agent on behalf of the
Noteholders.  The Note Distribution
Account shall initially be established with the Trust Collateral Agent.


 


(iii)          The Trust Collateral
Agent, on behalf of the Noteholders, shall establish and maintain in its own
name an Eligible Deposit Account (the “Reserve Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Trust Collateral Agent on behalf of the Noteholders.  The Reserve Account shall initially be
established with the Trust Collateral Agent.


 


(b)           Funds on deposit in
the Collection Account, the Reserve Account and the Note Distribution Account
(collectively, the “Trust Accounts”) shall be invested by the Trust
Collateral Agent (or any custodian with respect to funds on deposit in any such
account) in Eligible Investments selected in writing by the Servicer (pursuant
to standing instructions or otherwise). 
All such Eligible Investments shall be held by or on behalf of the Trust
Collateral Agent for the benefit of the Noteholders.  Other than as permitted by the Rating Agencies, funds on deposit
in any Trust Account shall be invested in Eligible Investments that will mature
so that such funds will be available at the close of business on the Business
Day immediately preceding the following Distribution Date.  Funds deposited in a Trust Account on the
day immediately preceding a Distribution Date upon the maturity of any Eligible
Investments are required to be invested overnight.  All Eligible Investments will be held to maturity.


 


(c)           All investment
earnings of moneys deposited in each Trust Account shall be deposited (or
caused to be deposited) by the Trust Collateral Agent in such Trust Account,
and any loss resulting from such investments shall be charged to such Trust
Account.  The Servicer will not direct
the Trust Collateral Agent to make any investment of any funds held in any of
the Trust Accounts unless the security interest granted and perfected in such
account will continue to be perfected in such investment, in either case
without any further action by any Person, and, in 


 


33

















 


connection with
any direction to the Trust Collateral Agent to make any such investment, if
requested by the Trust Collateral Agent, the Servicer shall deliver to the
Trust Collateral Agent an Opinion of Counsel, acceptable to the Trust
Collateral Agent, to such effect.


 


(d)           The Trust Collateral
Agent shall not in any way be held liable by reason of any insufficiency in any
of the Trust Accounts resulting from any loss on any Eligible Investment
included therein except for losses attributable to the Trust Collateral Agent’s
negligence or bad faith or its failure to make payments on such Eligible
Investments issued by the Trust Collateral Agent, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.


 


(e)           If (i) the Servicer
shall have failed to give investment directions in writing for any funds on
deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m.
Eastern Time (or such other time as may be agreed by the Issuer and the Trust
Collateral Agent) on any Business Day; or (ii) a Default or Event of Default
shall have occurred and be continuing with respect to the Notes but the Notes
shall not have been declared due and payable, or, if such Notes shall have been
declared due and payable following an Event of Default, amounts collected or
receivable from the Trust Property are being applied as if there had not been
such a declaration; then the Trust Collateral Agent shall, to the fullest
extent practicable, invest and reinvest funds in the Trust Accounts in the
investment described in clause (g) of the definition of Eligible Investments.


 


(f)            (i)            The Trust Collateral Agent shall
possess all right, title and interest in all funds on deposit from time to time
in the Trust Accounts and in all proceeds thereof (excluding all Investment
Earnings on the Collection Account) and all such funds, investments, proceeds
and income shall be part of the Owner Trust Estate.  Except as otherwise provided herein, the Trust Accounts shall be
under the sole dominion and control of the Trust Collateral Agent for the
benefit of the Noteholders.  If, at any
time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the
Trust Collateral Agent (or the Servicer on its behalf) shall within five
Business Days (or such longer period as to which each Rating Agency may
consent) establish a new Trust Account as an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Trust Account.  In connection with the foregoing, the
Servicer agrees that, in the event that any of the Trust Accounts are not
accounts with the Trust Collateral Agent, the Servicer shall notify the Trust
Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to
be an Eligible Deposit Account.


 


(ii)           With respect to the
Trust Account Property, the Trust Collateral Agent agrees that:


 


(A)          any Trust Account Property that is
held in deposit accounts shall be held solely in the Eligible Deposit Accounts;
and, except as otherwise provided herein, each such Eligible Deposit Account
shall be subject to the exclusive custody and control of the Trust Collateral
Agent, and the Trust Collateral Agent shall have sole signature authority with
respect thereto;


 


(B)           any Trust Account Property that
constitutes Physical Property shall be delivered to the Trust Collateral Agent
in accordance with paragraph (a) of the 


 


34

















 


definition of “Delivery”
and shall be held, pending maturity or disposition, solely by the Trust
Collateral Agent or a financial intermediary (as such term is defined in
Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent;


 


(C)           any Trust Account Property that is a
book-entry security held through the Federal Reserve System pursuant to Federal
book-entry regulations shall be delivered in accordance with paragraph (b) of
the definition of “Delivery” and shall be maintained by the Trust Collateral
Agent, pending maturity or disposition, through continued book-entry
registration of such Trust Account Property as described in such paragraph; and


 


(D)          any Trust Account Property that is an
“uncertificated security” under Article 8 of the UCC and that is not governed
by clause (C) above shall be delivered to the Trust Collateral Agent in
accordance with paragraph (c) of the definition of “Delivery” and shall be
maintained by the Trust Collateral Agent, pending maturity or disposition,
through continued registration of the Trust Collateral Agent’s (or its
nominee’s) ownership of such security.


 


(g)           The Servicer shall
have the power to instruct the Trust Collateral Agent to make withdrawals and
payments from the Trust Accounts for the purpose of permitting the Servicer and
the Trust Collateral Agent to carry out its respective duties hereunder.


 


SECTION 5.2.    [Reserved]


 


SECTION 5.3.    Certain Reimbursements to the
Servicer.  The Servicer will be
entitled to be reimbursed from amounts on deposit in the Collection Account
with respect to a Collection Period for amounts previously deposited in the
Collection Account but later determined by the Servicer to have resulted from
mistaken deposits or postings or checks returned for insufficient funds.  The amount to be reimbursed hereunder shall
be paid to the Servicer on the related Distribution Date pursuant to Section
5.7(a)(i) upon certification by the Servicer of such amounts and the provision
of such information to the Trust Collateral Agent.  The Servicer will additionally be entitled to receive from
amounts on deposit in the Collection Account with respect to a Collection
Period any amounts paid by Borrowers that were collected in the Lockbox Account
but that do not relate to (i) principal and interest payments due on the
Receivables and (ii) any fees or expenses related to extensions due on the
Receivables.


 


SECTION 5.4.    Application
of Collections.  All collections
for the Collection Period shall be applied by the Servicer as follows:


 


With respect to each Receivable (other than a Purchased Receivable),
payments by or on behalf of the Obligor, (other than Supplemental Servicing
Fees with respect to such Receivable, to the extent collected) shall be applied
to interest and principal in accordance with the Simple Interest Method.


 


All amounts collected that are payable to the Servicer as Supplemental
Servicing Fees hereunder shall be deposited in the Collection Account and paid
to the Servicer in accordance with Section 5.7(a).


 


35

















 


SECTION 5.5.    Draws
under the Guaranty.  In the
event that the Servicer’s Certificate with respect to any Determination Date
shall state that there is a Guaranty Claim Amount then on the Determination
Date immediately prior to the related Distribution Date, the Trust Collateral
Agent shall deliver to the Owner Trustee, the Servicer and the Guarantor, by
hand delivery or facsimile transmission, a written notice (a “Guaranty
Notice”) specifying the Guaranty Claim Amount, if any.  Such Guaranty Notice shall direct the
Guarantor to remit such Guaranty Claim Amount to the Trust Collateral Agent for
deposit in the Collection Account.  Any
such amount so deposited shall not pass through the distribution priorities of
Section 5.7 hereof, but shall be remitted directly to the holders of the Class
E Notes.


 


SECTION 5.6.    Additional Deposits.


 


(a)           The Servicer and the
Seller, as applicable, shall deposit or cause to be deposited in the Collection
Account on the Preliminary Determination Date on which such obligations are due
the aggregate Purchase Amount with respect to Purchased Receivables.


 


(b)           The proceeds of any
purchase or sale of the assets of the Trust described in Section 10.1 hereof
shall be deposited in the Collection Account.


 


SECTION 5.7.    Distributions.


 


(a)           On each Distribution
Date, the Trust Collateral Agent shall (based solely on the information contained
in the Servicer’s Certificate delivered with respect to the related
Determination Date) apply or cause to be applied the sum of (x) the Available
Funds (after withdrawing amounts deposited in error and Liquidation Proceeds
relating to Purchased Receivables) for the related Collection Period and (y)
the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the
“Total Available Funds”) to make the following distributions from the
Collection Account in the listed order of priority:


 


(i)            to the Servicer, the Base Servicing
Fee for the related Collection Period, any Supplemental Servicing Fees for the
related Collection Period, any amounts specified in Section 5.3, to the extent
the Servicer has not reimbursed itself in respect of such amounts pursuant to
Section 5.3 and to the extent not retained by the Servicer, to pay to
AmeriCredit any amounts paid by Obligors during the preceding calendar month
that did not relate to (i) principal and interest payments due on the
Receivables and (ii) any fees or expenses related to extensions due on the
Receivables;


 


(ii)           to each of the Lockbox Banks, the
Trustee, the Backup Servicer and the Owner Trustee, their respective accrued
and unpaid trustees’ fees and expenses and any accrued and unpaid fees and expenses
of the Trust Collateral Agent (in each case, to the extent such fees have not
been previously paid by the Servicer; and provided that such fees shall not exceed
(x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y)
$200,000 in the aggregate in any calendar year to the Lockbox Banks, the Backup
Servicer, the Trust Collateral Agent and the Trustee;


 


(iii)          to the Class A Noteholders, pari passu,
the Noteholders’ Interest Distributable Amount for the Class A Notes for such
Distribution Date;


 


36

















 








(iv)          for distribution as provided in
paragraph (b) below, the Class A Principal Parity Amount;


 


(v)           for distribution as provided in
paragraph (b) below, any Matured Principal Shortfall on account of any Class of
Class A Notes;


 


(vi)          to the Class B Noteholders, the
Noteholders’ Interest Distributable Amount for the Class B Notes for such
Distribution Date;


 


(vii)         for distribution as provided in
paragraph (b) below, the Class B Principal Parity Amount;


 


(viii)        for distribution as provided in
paragraph (b) below, any Matured Principal Shortfall on account of the Class B
Notes;


 


(ix)           to the Class C Noteholders, the
Noteholders’ Interest Distributable Amount for the Class C Notes for such
Distribution Date;


 


(x)            for distribution as provided in
paragraph (b) below, the Class C Principal Parity Amount;


 


(xi)           for distribution as provided in
paragraph (b) below, any Matured Principal Shortfall on account of the Class C
Notes;


 


(xii)          to the Class D Noteholders, the
Noteholders’ Interest Distributable Amount for the Class D Notes for such
Distribution Date;


 


(xiii)         for distribution as provided in
paragraph (b) below, the Class D Principal Parity Amount;


 


(xiv)        for distribution as provided in
paragraph (b) below, any Matured Principal Shortfall on account of the Class D
Notes;


 


(xv)         to the Class E Noteholders, the
Noteholders’ Interest Distributable Amount for the Class E Notes for such
Distribution Date;


 


(xvi)        for distribution as provided in
paragraph (b) below, the Class E Principal Parity Amount;


 


(xvii)       for distribution as provided in paragraph
(b) below, any Matured Principal Shortfall on account of the Class E Notes;


 


(xviii)      for distribution as provided in paragraph
(b) below, the Principal Distributable Amount;


 


(xix)         to the Reserve Account, the Reserve
Account Deposit Amount for such Distribution Date;


 


37

















 


(xx)          for distribution as provided in
paragraph (b) below, the Accelerated Principal Amount;


 


(xxi)         to the Class E Noteholders, all
remaining amounts, until the outstanding principal balance of the Class E Notes
has been reduced to zero, or, if the Class E Notes are no longer outstanding,
to the Certificateholders, the aggregate amount remaining in the Collection
Account.


 


(b)           On each Distribution Date the Trust Collateral Agent shall
apply or cause to be applied the aggregate of the amounts described in clause
(iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii), (xviii) and
(xx) of paragraph (a) above on that Distribution Date in the listed order of
priority:


 


(i)            to the Class A-1 Noteholders in
reduction of the remaining principal balance of the Class A-1 Notes, until the
outstanding principal balance thereof has been reduced to zero;


 


(ii)           to the Class A-2 Noteholders in
reduction of the remaining principal balance of the Class A-2 Notes, until the
outstanding principal balance thereof has been reduced to zero;


 


(iii)          to the Class A-3 Noteholders in
reduction of the remaining principal balance of the Class A-3 Notes, until the
outstanding principal balance thereof has been reduced to zero;


 


(iv)          to the Class B Noteholders in
reduction of the remaining principal balance of the Class B Notes, until the
outstanding principal balance thereof has been reduced to zero;


 


(v)           to the Class C Noteholders in
reduction of the remaining principal balance of the Class C Notes, until the
outstanding principal balance thereof has been reduced to zero;


 


(vi)          to the Class D Noteholders in
reduction of the remaining principal balance of the Class D Notes, until the outstanding
principal balance thereof has been reduced to zero;


 


(vii)         to the Class E Noteholders in reduction
of the remaining principal balance of the Class E Notes, until the outstanding
principal balance thereof has been reduced to zero;


 


provided, however,
that, (A) following an acceleration of the Notes or, (B) the receipt of
Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note
Distribution Account (including any such Insolvency Proceeds) shall be paid to
the Noteholders, pursuant to Section 5.6 of the Indenture.


 


38

















 


(c)           In the event that
the Collection Account is maintained with an institution other than the Trust
Collateral Agent, the Servicer shall instruct and cause such institution to
make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on
the related Distribution Date.


 


(d)           In the event that
any withholding tax is imposed on the Trust’s payment (or allocations of
income) to a Noteholder, such tax shall reduce the amount otherwise
distributable to the Noteholder in accordance with this Section.  The Trust Collateral Agent is hereby
authorized and directed to retain from amounts otherwise distributable to the
Noteholders sufficient funds for the payment of any tax attributable to the
Trust (but such authorization shall not prevent the Trust Collateral Agent from
contesting any such tax in appropriate proceedings, and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed
with respect to a Noteholder shall be treated as cash distributed to such
Noteholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority.  If there
is a possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-US Noteholder), the Trust Collateral Agent may
in its sole discretion withhold such amounts in accordance with this clause
(c).  In the event that a Noteholder
wishes to apply for a refund of any such withholding tax, the Trust Collateral
Agent shall reasonably cooperate with such Noteholder in making such claim so
long as such Noteholder agrees to reimburse the Trust Collateral Agent for any
out-of-pocket expenses (including legal fees and expenses) incurred.


 


(e)           Distributions
required to be made to Noteholders on any Distribution Date shall be made to
each Noteholder of record on the preceding Record Date either by (i) wire
transfer, in immediately available funds, to the account of such Holder at a
bank or other entity having appropriate facilities therefor, if such Noteholder
shall have provided to the Note Registrar appropriate written instructions at
least five Business Days prior to such Distribution Date or (ii) by check
mailed to such Noteholder at the address of such holder appearing in the Note
Register.  Notwithstanding the
foregoing, the final distribution in respect of any Note (whether on the Final
Scheduled Distribution Date or otherwise) will be payable only upon
presentation and surrender of such Note at the office or agency maintained for
that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture.


 


(f)            Subject to Section
5.1 and this section, monies received by the Trust Collateral Agent hereunder
need not be segregated in any manner except to the extent required by law and
may be deposited under such general conditions as may be prescribed by law, and
the Trust Collateral Agent shall not be liable for any interest thereon.


 


SECTION 5.8.    Reserve Account.


 


(a)           (i)            On the Closing Date, the Seller
shall deposit the Specified Reserve Balance into the Reserve Account.  Amounts held from time to time in the
Reserve Account shall be held by the Trust Collateral Agent for the benefit of
the Noteholders.


 


(ii)           The Seller may,
from time to time after the date hereof, request each Rating Agency to approve
a formula for determining the Specified Reserve Balance that is different from
the formula set forth herein, which may result in a decrease in the amount of
the Specified Reserve Balance or change the manner by which the Reserve Account
is funded. 


 


39

















 


Notwithstanding
any other provision of this Agreement, if each Rating Agency then rating the
Notes notifies the Trust Collateral Agent and the Seller in writing that the
use of any such new formula, and any decrease in the amount of the Specified
Reserve Balance or change in the manner by which the Reserve Account is funded,
will not result in the qualification, reduction or withdrawal of its then
current rating of the Notes then the Specified Reserve Balance will be
determined in accordance with such new formula and this Agreement will be
amended to reflect such new formula without the consent of any Noteholder.


 


(iii)          On each
Distribution Date (A) if the amount on deposit in the Reserve Account (without
taking into account any amount on deposit in the Reserve Account representing
net investment earnings) is less than the Specified Reserve Balance, the Trust
Collateral Agent shall, after payment of any amounts required to be distributed
pursuant to clauses (i) through (xviii) of Section 5.7(a) deposit in the
Reserve Account the Reserve Account Deposit Amount pursuant to Section
5.7(a)(xix), and (B) any amount on deposit in the Reserve Account representing
net investment earnings if the amount on deposit in the Reserve Account (after
giving effect to all other deposits thereto and withdrawals therefrom to be
made on such Distribution Date) is greater than the Specified Reserve Balance,
the Trust Collateral Agent shall distribute the amount such excess as part of
Available Funds on such Distribution Date.


 


(b)           On each Distribution
Date, the Servicer shall instruct the Trust Collateral Agent (based on the information
contained in the Servicer’s Certificate delivered on the related Determination
Date) to withdraw the Reserve Account Withdrawal Amount from the Reserve
Account and deposit such amounts in the Collection Account to be included as
Total Available Funds for that Distribution Date.


 


(c)           Amounts properly
received by the Certificateholders pursuant to this Agreement shall not be
available to the Trust Collateral Agent or the Trust for the purpose of making
deposits to the Reserve Account, or making payments to the Noteholders, nor
shall the Certificateholders be required to refund any amount properly received
by it.


 


SECTION 5.9.    Statements to Noteholders.


 


(a)           On or prior to each
Distribution Date, the Trust Collateral Agent shall provide each Noteholder of
record (with a copy to the Rating Agencies) a statement setting forth at least
the following information as to the Notes to the extent applicable:


 


(i)            the amount of such distribution
allocable to principal of each Class of Notes;


 


(ii)           the amount of such distribution
allocable to interest on or with respect to each Class of Notes;


 


(iii)          the amount of such distribution
payable out of amounts withdrawn from the Reserve Account or pursuant to a draw
under the Guaranty;


 


(iv)          the Pool Balance as of the close of
business on the last day of the preceding Collection Period;


 


40

















 


(v)           the aggregate outstanding principal
amount of each Class of the Notes and the Note Pool Factor for each such Class
after giving effect to payments allocated to principal reported under (i)
above;


 


(vi)          the amount of the Servicing Fee paid
to the Servicer with respect to the related Collection Period and/or due but
unpaid with respect to such Collection Period or prior Collection Periods, as
the case may be;


 


(vii)         the Noteholders’ Interest Carryover
Amount and the Noteholders’ Principal Carryover Amount;


 


(viii)        the amount of the aggregate Realized
Losses, if any, for the second preceding Collection Period; and


 


(ix)           the aggregate Purchase Amounts for
Receivables, if any, that were repurchased in such period.


 


Each amount set forth pursuant
to paragraph (i), (ii), (iii), (vi) and (vii) above shall be expressed as a
dollar amount per $1,000 of the initial principal balance of the Notes (or
Class thereof).


 


(b)           The Trust Collateral
Agent will make the statements referred to in Section 5.9(a) above (and, at its
option, any additional files containing the same information in an alternative
format) available each month via the Trust Collateral Agent’s internet website,
which is presently located at www.abs.bankone.com.  Persons that are entitled to receive such statements but are
unable to use the above website are entitled to have a paper copy mailed to
them via first class mail by calling the Trust Collateral Agent at (614)
244-9356.  The Trust Collateral Agent
shall have the right to change the way the statements referred to in Section
5.9(a) above are distributed in order to make such distribution more convenient
and/or more accessible to the parties entitled to receive such statements.  The Trust Collateral Agent shall provide
notification of any such change to all parties entitled to receive such
statements in the manner described in Section 12.3 hereof, Section 11.4 of the
Indenture or Section 11.5 of the Indenture, as appropriate.


 


ARTICLE VI


 


[Reserved]


 


ARTICLE VII


 


The Seller


 


SECTION 7.1.    Representations
of Seller.  The Seller makes the
following representations on which the Issuer is deemed to have relied in
acquiring the Receivables and on which the Trustee, the Trust Collateral Agent
and Backup Servicer may rely.  The
representations speak as of the execution and delivery of this Agreement and as
of the Closing Date, and shall survive the sale of the Receivables to the Issuer
and the pledge thereof to the Trustee pursuant to the Indenture.


 


41

















 


(a)           Schedule of
Representations.  The
representations and warranties set forth on the Schedule of Representations
attached hereto as Schedule B are true and correct.


 


(b)           Organization and
Good Standing.  The Seller has been
duly organized and is validly existing as a corporation in good standing under
the laws of the State of Nevada, 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 transferred to the Trust.


 


(c)           Due Qualification.  The 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 where the failure to do so would
materially and adversely affect Seller’s ability to transfer the Receivables
and the Other Conveyed Property to the Trust pursuant to this Agreement, or the
validity or enforceability of the Receivables and the Other Conveyed Property
or to perform Seller’s obligations hereunder and under the Seller’s Basic
Documents.


 


(d)           Power and
Authority.  The Seller has the power
and authority to execute and deliver this Agreement and its Basic Documents and
to carry out its terms and their terms, respectively; the 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 the Trust by it and has
duly authorized such sale and assignment to the Trust by all necessary
corporate action; and the execution, delivery and performance of this Agreement
and the Seller’s Basic Documents have been duly authorized by the Seller by all
necessary corporate action.


 


(e)           Valid Sale,
Binding Obligations.  This Agreement
effects a valid sale, transfer and assignment of the Receivables and the Other
Conveyed Property, enforceable against the Seller and creditors of and
purchasers from the Seller; and this Agreement and the Seller’s Basic
Documents, when duly executed and delivered, shall constitute legal, valid and binding
obligations of the 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 Basic Documents and the fulfillment of
the terms of this Agreement and the Basic 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 certificate of
incorporation or by-laws of the Seller, or any indenture, agreement, mortgage,
deed of trust or other instrument to which the 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, or violate any
law, order, rule or regulation applicable to the Seller of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or any of its properties.


 


42

















 


(g)           No Proceedings.  There are no proceedings or investigations
pending or, to the Seller’s knowledge, threatened against the Seller, before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Seller or its
properties (A) asserting the invalidity of this Agreement or any of the Basic
Documents, (B) seeking to prevent the issuance of the Securities or the
consummation of any of the transactions contemplated by this Agreement or any
of the Basic Documents, (C) seeking any determination or ruling that might
materially and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this Agreement or any
of the Basic Documents, or (D) seeking to adversely affect the federal income
tax or other federal, state or local tax attributes of the Securities.


 


(h)           True Sale.  The Receivables are being transferred with
the intention of removing them from the 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 the Seller is at 639 Isbell Rd., Suite 390 Reno, Nevada 89509.


 


SECTION 7.2.    Corporate Existence.


 


(a)           During the term of
this Agreement, the Seller will keep in full force and effect its existence,
rights and franchises as a corporation under the laws of the jurisdiction of
its incorporation and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Basic Documents
and each other instrument or agreement necessary or appropriate to the proper
administration of this Agreement and the transactions contemplated hereby.


 


(b)           During the term of
this Agreement, the Seller shall observe the applicable legal requirements for
the recognition of the Seller as a legal entity separate and apart from its
Affiliates, including as follows:


 


(i)            the Seller shall maintain corporate
records and books of account separate from those of its Affiliates;


 


(ii)           except as otherwise provided in this
Agreement, the Seller shall not commingle its assets and funds with those of
its Affiliates;


 


(iii)          the Seller shall hold such appropriate
meetings of its Board of Directors as are necessary to authorize all the
Seller’s corporate actions required by law to be authorized by the Board of
Directors, shall keep minutes of such meetings and of meetings of its
stockholder(s) and observe all other customary corporate formalities (and any
successor Seller not a corporation shall observe similar procedures in
accordance with its governing documents and applicable law);


 


(iv)          the Seller shall at all times hold
itself out to the public under the Seller’s own name as a legal entity separate
and distinct from its Affiliates; and


 


43

















 


(v)           all transactions and dealings between
the Seller and its Affiliates will be conducted on an arm’s-length basis.


 


SECTION 7.3.    Liability
of Seller; Indemnities.  The
Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Seller under this Agreement.


 


(a)           The Seller shall indemnify, defend
and hold harmless the Owner Trustee, the Trust, the Trustee, Backup Servicer and
the Trust Collateral Agent and its officers, directors, employees and agents
from and against any taxes that may at any time be asserted against any such
Person with respect to the transactions contemplated in this Agreement and any
of the Basic Documents (except any income taxes arising out of fees paid to the
Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes
to which the Owner Trustee, the Trust Collateral Agent or the Trustee may
otherwise be subject to, without regard to the transactions contemplated
hereby), including any sales, gross receipts, general corporation, tangible
personal property, privilege or license taxes (but, in the case of the Issuer,
not including any taxes asserted with respect to, federal or other income taxes
arising out of distributions on the Notes) and costs and expenses in defending
against the same.


 


(b)           The Seller shall
indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee,
Backup Servicer and the Trust Collateral Agent and the officers, directors,
employees and agents thereof and the Noteholders from and against any loss,
liability or expense incurred by reason of (i) the Seller’s willful
misfeasance, bad faith or negligence in the performance of its duties under
this Agreement, or by reason of reckless disregard of its obligations and
duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of
federal or state securities laws in connection with the offering and sale of
the Notes.


 


(c)           The Seller shall indemnify,
defend and hold harmless the Owner Trustee, Trustee, Trust Collateral Agent and
Backup Servicer and the officers, directors, employees and agents thereof from
and against any and all costs, expenses, losses, claims, damages and
liabilities arising out of, or incurred in connection with the acceptance or
performance of the trusts and duties set forth herein and in the Basic
Documents 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 the Owner Trustee, Trustee, Trust Collateral
Agent and Backup Servicer, respectively.


 


Indemnification
under this Section shall survive the resignation or removal of the Owner
Trustee, the Trustee or the Trust Collateral Agent and the termination of this
Agreement or the Indenture or the Trust Agreement, as applicable, and shall
include reasonable fees and expenses of counsel and other expenses of
litigation.  If the Seller shall have
made any indemnity payments pursuant to this Section and the Person to or on
behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to the
Seller, without interest.


 


SECTION 7.4.
   Merger or Consolidation of, or
Assumption of the Obligations of, Seller.  Any Person (a) into which the Seller may be
merged or consolidated, (b) which may result from any merger or consolidation
to which the Seller shall be a party or (c) which may 


 


44

















 


succeed to the
properties and assets of the Seller substantially as a whole, which Person in
any of the foregoing cases executes an agreement of assumption to perform every
obligation of the Seller under this Agreement, shall be the successor to the
Seller hereunder without the execution or filing of any document or any further
act by any of the parties to this Agreement; provided, however, that (i)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.1 shall have been breached and no Servicer
Termination Event, and no event which, after notice or lapse of time, or both,
would become a Servicer Termination Event shall have happened and be continuing,
(ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral
Agent and the Trustee an Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, (iii) the Rating Agency Condition shall have been satisfied with respect
to such transaction and (iv) the Seller shall have delivered to the Owner
Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee an
Opinion of Counsel stating that, 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 fully to preserve and protect the
interest of the Trust Collateral Agent, the Owner Trustee and the Trustee,
respectively, in the Receivables and reciting the details of such filings or
(B) no such action shall be necessary to preserve and protect such
interest.  Notwithstanding anything
herein to the contrary, the execution of the foregoing agreement of assumption
and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions
to the consummation of the transactions referred to in clauses (a), (b) or (c)
above.


 


SECTION 7.5.    Limitation on Liability of Seller
and Others.  The Seller
and any director or officer or employee or agent of the Seller 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 any Basic Document.  The Seller
shall not be under any obligation to appear in, prosecute or defend any legal
action that shall not be incidental to its obligations under this Agreement,
and that in its opinion may involve it in any expense or liability.


 


SECTION 7.6.    Ownership of the Certificates or
Notes.  The Seller and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates or Notes with the same rights as it would have if it
were not the Seller or an Affiliate thereof, except as expressly provided
herein or in any Basic Document.  Notes
or Certificates so owned by the Seller or such Affiliate shall have an equal
and proportionate benefit under the provisions of the Basic Documents, without
preference, priority, or distinction as among all of the Notes or Certificates;
provided,
however, that any Notes or Certificates owned by the Seller or any
Affiliate thereof, during the time such Notes or Certificates are owned by
them, shall be without voting rights for any purpose set forth in the Basic
Documents.


 


ARTICLE VIII


 


The Servicer


 


SECTION 8.1.    Representations
of Servicer.  The Servicer makes
the following representations on which the Issuer is deemed to have relied in
acquiring the Receivables.  The 


 


45

















 


representations
speak as of the execution and delivery of this Agreement and as of the Closing
Date, and shall survive the sale of the Receivables to the Issuer and the
pledge thereof to the Trustee pursuant to the Indenture.


 


(i)            Representations and Warranties.  The representations and warranties set forth
on the Schedule of Representations attached hereto as Schedule B are true and
correct; provided
that such representations and warranties contained therein and herein shall not
apply to any entity other than AmeriCredit;


 


(ii)           Organization and Good Standing.  The Servicer has been duly organized and is
validly existing and in good standing under the laws of its jurisdiction of
organization, with power, authority and legal right 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 enter into and perform its obligations
under this Agreement;


 


(iii)          Due Qualification.  The Servicer 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 property or the conduct of its business (including the servicing of
the Receivables as required by this Agreement) requires or shall require such
qualification;


 


(iv)          Power and Authority.  The Servicer has the power and authority to
execute and deliver this Agreement and its Basic Documents and to carry out its
terms and their terms, respectively, and the execution, delivery and
performance of this Agreement and the Servicer’s Basic Documents have been duly
authorized by the Servicer by all necessary corporate action;


 


(v)           Binding Obligation.  This Agreement and the Servicer’s Basic
Documents shall constitute legal, valid and binding obligations of the Servicer
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;


 


(vi)          No Violation.  The consummation of the transactions
contemplated by this Agreement and the Servicer’s Basic Documents, and the
fulfillment of the terms of this Agreement and the Servicer’s Basic Documents,
shall 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 articles of incorporation or bylaws of the Servicer, or any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Servicer 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, or violate any law, order, rule or regulation applicable to the
Servicer of any court or of any federal or state 


 


46

















 


regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Servicer or any of its properties;


 


(vii)         No Proceedings.  There are no proceedings or investigations
pending or, to the Servicer’s knowledge, threatened against the Servicer,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Servicer or its
properties (A) asserting the invalidity of this Agreement or any of the Basic
Documents, (B) seeking to prevent the issuance of the Securities or the
consummation of any of the transactions contemplated by this Agreement or any
of the Basic Documents, or (C) seeking any determination or ruling that might
materially and adversely affect the performance by the Servicer of its
obligations under, or the validity or enforceability of, this Agreement or any
of the Basic Documents or (D) seeking to adversely affect the federal income
tax or other federal, state or local tax attributes of the Securities;


 


(viii)        No Consents.  The Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization,
or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement which has not already been obtained.


 


SECTION 8.2.    Liability of
Servicer; Indemnities.


 


(a)           The Servicer (in its
capacity as such) shall be liable hereunder only to the extent of the
obligations in this Agreement specifically undertaken by the Servicer and the
representations made by the Servicer.


 


(b)           The Servicer shall
defend, indemnify and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, their respective
officers, directors, agents and employees, and the Noteholders from and against
any and all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation arising out
of or resulting from the use, ownership or operation by the Servicer or any
Affiliate thereof of any Financed Vehicle;


 


(c)           The Servicer (when the
Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust,
the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup
Servicer, their respective officers, directors, agents and employees and the
Noteholders from and against any taxes that may at any time be asserted against
any of such parties with respect to the transactions contemplated in this
Agreement, including, without limitation, any sales, gross receipts, tangible
or intangible personal property, privilege or license taxes (but not including
any federal or other income taxes, including franchise taxes asserted with
respect to, and as of the date of, the sale of the Receivables and the Other
Conveyed Property to the Trust or the issuance and original sale of the Securities)
and costs and expenses in defending against the same;


 


The Servicer (when the Servicer is not AmeriCredit) shall indemnify,
defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent,
the Owner Trustee, the Backup 


 


47

















 


Servicer, their
respective officers, directors, agents and employees and the Noteholders from
and against any taxes with respect to the sale of Receivables in connection
with servicing hereunder that may at any time be asserted against any of such
parties with respect to the transactions contemplated in this Agreement,
including, without limitation, any sales, gross receipts, tangible or
intangible personal property, privilege or license taxes (but not including any
federal or other income taxes, including franchise taxes asserted with respect
to, and as of the date of, the sale of the Receivables and the Other Conveyed
Property to the Trust or the issuance and original sale of the Securities) and
costs and expenses in defending against the same; and


 


(d)           The Servicer shall
indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, their respective
officers, directors, agents and employees and the Noteholders 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 the Trust, the Trustee, the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer or the Noteholders by reason of the breach of this
Agreement by the Servicer, the negligence, misfeasance, or bad faith of the
Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.


 


(e)           AmeriCredit shall
indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, their respective
officers, directors, agents and employees and the Noteholders from and against
any loss, liability or expense incurred by reason of the violation by Servicer
or Seller of federal or state securities laws in connection with the
registration or the sale of the Securities. 
This section shall survive the termination of this Agreement, or the
earlier removal or resignation of the Trustee, Trust Collateral Agent or the
Backup Servicer.


 


(f)            AmeriCredit shall
indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent and the
Backup Servicer, and the respective officers, directors, agents and employees
thereof against any and all loss, liability or expense, (other than overhead
and expenses incurred in the normal course of business) incurred by each of
them in connection with the acceptance or administration of the Trust and the
performance of their duties under the Basic Documents other than if such loss,
liability or expense was incurred by the Trustee, the Owner Trustee or the
Trust Collateral Agent as a result of any such entity’s willful misconduct, bad
faith or negligence.


 


(g)           Indemnification
under this Article shall include, without limitation, reasonable fees and
expenses of counsel and expenses of litigation.  If the Servicer has made any indemnity payments pursuant to this
Article and the recipient thereafter collects any of such amounts from others,
the recipient shall promptly repay such amounts collected to the Servicer,
without interest.


 


SECTION 8.3.    Merger or
Consolidation of, or Assumption of the Obligations of the Servicer or Backup
Servicer.


 


(a)           AmeriCredit shall
not merge or consolidate with any other person, convey, transfer or lease
substantially all its assets as an entirety to another Person, or permit any
other Person to become the successor to AmeriCredit’s business unless, after
the merger,


 


48

















 


consolidation,
conveyance, transfer, lease or succession, the successor or surviving entity
shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement
and shall be acceptable to the Majority Noteholders, and shall be an Eligible
Servicer.  Any corporation (i) into
which AmeriCredit may be merged or consolidated, (ii) resulting from any merger
or consolidation to which AmeriCredit shall be a party, (iii) which acquires by
conveyance, transfer, or lease substantially all of the assets of AmeriCredit,
or (iv) succeeding to the business of AmeriCredit, in any of the foregoing
cases shall execute an agreement of assumption to perform every obligation of
AmeriCredit under this Agreement and, whether or not such assumption agreement
is executed, shall be the successor to AmeriCredit under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties to this Agreement, anything in this Agreement to the contrary
notwithstanding; provided, however, that nothing contained herein shall be
deemed to release AmeriCredit from any obligation.  AmeriCredit shall provide notice of any merger, consolidation or
succession pursuant to this Section to the Owner Trustee, the Trust Collateral
Agent, the Noteholders and each Rating Agency. 
Notwithstanding the foregoing, AmeriCredit shall not merge or
consolidate with any other Person or permit any other Person to become a successor
to AmeriCredit’s business, unless (x) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 4.6 shall
have been breached (for purposes hereof, such representations and warranties
shall speak as of the date of the consummation of such transaction), (y)
AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral
Agent, Trustee, Backup Servicer and the Rating Agencies 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
and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, and (z) AmeriCredit shall
have delivered to the Owner Trustee, the Trust Collateral Agent and the Rating
Agencies 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 Trust in the Receivables and the Other Conveyed Property and
reciting the details of the filings or (B) no such action shall be necessary to
preserve and protect such interest.


 


(b)           Any corporation (i)
into which the Backup Servicer may be merged or consolidated, (ii) resulting
from any merger or consolidation to which the Backup Servicer shall be a party,
(iii) which acquires by conveyance, transfer or lease substantially all of the
assets of the Backup Servicer, or (iv) succeeding to the business of the Backup
Servicer, in any of the foregoing cases shall execute an agreement of
assumption to perform every obligation of the Backup Servicer under this
Agreement and, whether or not such assumption agreement is executed, shall be
the successor to the Backup Servicer under this Agreement without the execution
or filing of any paper or any further act on the part of any of the parties to
this Agreement, anything in this Agreement to the contrary notwithstanding; provided,
however, that nothing contained herein shall be deemed to release
the Backup Servicer from any obligation.


 


SECTION 8.4.    Limitation on
Liability of Servicer, Backup Servicer and Others.


 


(a)           Neither AmeriCredit,
the Backup Servicer nor any of the directors or officers or employees or agents
of AmeriCredit or Backup Servicer shall be under any liability to the Trust or
the Noteholders, except as provided in this Agreement, for any action taken or
for refraining from the taking of any action pursuant to this Agreement; provided,
however, that this provision 


 


49

















 


shall not protect
AmeriCredit, the Backup Servicer or any such person against any liability that
would otherwise be imposed by reason of a breach of this Agreement or willful
misfeasance, bad faith or negligence (excluding errors in judgment) in the
performance of duties; provided,  further, that this provision
shall not affect any liability to indemnify the Trust Collateral Agent and the
Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or
damages paid by the Trust Collateral Agent and the Owner Trustee, in their
individual capacities.  AmeriCredit, the
Backup Servicer and any director, officer, employee or agent of AmeriCredit or
Backup Servicer may rely in good faith on the written 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.


 


(b)           The Backup Servicer
shall not be liable for any obligation of the Servicer contained in this
Agreement or for any errors of the Servicer contained in any computer tape,
certificate or other data or document delivered to the Backup Servicer
hereunder or on which the Backup Servicer must rely in order to perform its
obligations hereunder, and the Owner Trustee, the Trustee, the Trust Collateral
Agent, the Backup Servicer, the Seller and the Noteholders shall look only to
the Servicer to perform such obligations. 
The Backup Servicer, Trust Collateral Agent, the Trustee, the Owner
Trustee and the Custodian shall have no responsibility and shall not be in
default hereunder or incur any liability for any failure, error, malfunction or
any delay in carrying out any of their respective duties under this Agreement
if such failure or delay results from the Backup Servicer acting in accordance
with information prepared or supplied by a Person other than the Backup
Servicer (or contractual agents) or the failure of any such other Person to
prepare or provide such information. 
The Backup Servicer shall have no responsibility, shall not be in
default and shall incur no liability for (i) any act or failure to act of any
third party (other than its contractual agents), including the Servicer or the
Majority Noteholders, (ii) any inaccuracy or omission in a notice or
communication received by the Backup Servicer from any third party (other than
its contractual agents), (iii) the invalidity or unenforceability of any
Receivable under applicable law, (iv) the breach or inaccuracy of any
representation or warranty made with respect to any Receivable, or (v) the acts
or omissions of any successor Backup Servicer.


 


(c)           The parties
expressly acknowledge and consent to Bank One, NA, acting in the possible dual
capacity of Backup Servicer or successor Servicer and in the capacity as Trust
Collateral Agent.  Bank One, NA may, in
such dual or other capacity, discharge its separate functions fully, without
hindrance or regard to conflict of interest principles, duty of loyalty
principles or other breach of fiduciary duties to the extent that any such
conflict or breach arises from the performance by Bank One, NA of express
duties set forth in this Agreement in any of such capacities, all of which
defenses, claims or assertions are hereby expressly waived by the other parties
hereto and the Noteholders except in the case of gross negligence and willful
misconduct by Bank One, NA.


 


SECTION 8.5.    Delegation
of Duties.  The Servicer
may delegate duties under this Agreement to an Affiliate of AmeriCredit with
the prior written consent of the Trust Collateral Agent, the Owner Trustee and
the Backup Servicer.  The Servicer also
may at any time perform through sub-contractors the specific duties of (i)
repossession of Financed Vehicles, (ii) tracking Financed Vehicles’ insurance
and (iii) pursuing the collection of deficiency balances on certain Liquidated
Receivables, in each case, without the consent of the Trust Collateral Agent,
the 


 


50

















 


Owner Trustee or
the Backup Servicer and may perform other specific duties through such
sub-contractors in accordance with Servicer’s customary servicing policies and
procedures, with the prior consent of the Trust Collateral Agent; provided,
however, that no such delegation or sub-contracting duties by the
Servicer shall relieve the Servicer of its responsibility with respect to such
duties.


 


SECTION 8.6.    Servicer and Backup Servicer Not to
Resign.  Subject to the
provisions of Section 8.3, neither the Servicer nor the Backup Servicer shall
resign from the obligations and duties imposed on it by this Agreement as
Servicer or Backup Servicer except upon a determination that by reason of a
change in legal requirements the performance of its duties under this Agreement
would cause it to be in violation of such legal requirements in a manner which
would have a material adverse effect on the Servicer or the Backup Servicer, as
the case may be, if the Majority Noteholders do not elect to waive the
obligations of the Servicer or the Backup Servicer, as the case may be, to
perform the duties which render it legally unable to act or to delegate those
duties to another Person.  Any such
determination permitting the resignation of the Servicer or Backup Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered and
acceptable to the Trust Collateral Agent and the Owner Trustee.  No resignation of the Servicer shall become
effective until the Backup Servicer or an entity acceptable to the Majority
Noteholders shall have assumed the responsibilities and obligations of the
Servicer.  No resignation of the Backup
Servicer shall become effective until an entity acceptable to the Majority
Noteholders shall have assumed the responsibilities and obligations of the
Backup Servicer; provided, however, that (i) in the event a successor Backup
Servicer is not appointed within 60 days after the Backup Servicer has given
notice of its resignation and has provided the Opinion of Counsel required by
this Section, the Backup Servicer may petition a court for its removal, (ii)
the Backup Servicer may resign with the written consent of the Majority
Noteholders and (iii) if Bank One, NA resigns as the Trustee under the
Indenture it will no longer be the Backup Servicer.


 


ARTICLE IX


 


Default


 


SECTION 9.1.    Servicer
Termination Event.  For purposes
of this Agreement, each of the following shall constitute a “Servicer
Termination Event”:


 


(a)           Any failure by the
Servicer to deliver to the Trust Collateral Agent for distribution to
Noteholders any proceeds or payment required to be so delivered under the terms
of this Agreement that continues unremedied for a period of two Business Days
after written notice is received by the Servicer from the Trust Collateral
Agent or after discovery of such failure by a Responsible Officer of the
Servicer;


 


(b)           Failure by the
Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by
the Business Day immediately preceding the related Distribution Date, or
failure on the part of the Servicer to observe its covenants and agreements set
forth in Section 8.3(a);


 


(c)           Failure on the part
of the Servicer duly to observe or perform any other covenants or agreements of
the Servicer set forth in this Agreement, which failure (i) materially and 


 


51

















 


adversely affects
the rights of Noteholders (determined without regard to the availability of
funds under the Guaranty), and (ii) continues unremedied for a period of 30
days after knowledge thereof by the Servicer or after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Servicer by the Trust Collateral Agent;


 


(d)           The entry of a decree
or order for relief by a court or regulatory authority having jurisdiction in
respect of the Servicer in an involuntary case under the federal bankruptcy
laws, as now or hereafter in effect, or another present or future, federal
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Servicer or of any substantial part of its property or ordering the winding up
or liquidation of the affairs of the Servicer and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days or
the commencement of an involuntary case under the federal bankruptcy laws, as
now or hereinafter in effect, or another present or future federal or state
bankruptcy, insolvency or similar law and such case is not dismissed within 60
days; or


 


(e)           The commencement by
the Servicer of a voluntary case under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future, federal or state,
bankruptcy, insolvency or similar law, or the consent by the Servicer to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Servicer or
of any substantial part of its property or the making by the Servicer of an
assignment for the benefit of creditors or the failure by the Servicer
generally to pay its debts as such debts become due or the taking of corporate
action by the Servicer in furtherance of any of the foregoing; or


 


(f)            Any representation,
warranty or statement of the Servicer made in this Agreement or any
certificate, report or other writing delivered pursuant hereto shall prove to
be incorrect in any material respect as of the time when the same shall have
been made, and the incorrectness of such representation, warranty or statement
has a material adverse effect on the Trust or the Noteholders and, within 30
days after knowledge thereof by the Servicer or after written notice thereof
shall have been given to the Servicer by the Trust Collateral Agent, the
circumstances or condition in respect of which such representation, warranty or
statement was incorrect shall not have been eliminated or otherwise cured.


 


SECTION 9.2.    Consequences of a Servicer
Termination Event.  If a
Servicer Termination Event shall occur and be continuing, the Majority
Noteholders, by notice given in writing to the Servicer (and to the Trust
Collateral Agent if given by the Noteholders) may terminate all of the rights
and obligations of the Servicer under this Agreement.  On or after the receipt by the Servicer of such written notice or
upon termination of the term of the Servicer, all authority, power, obligations
and responsibilities of the Servicer under this Agreement, whether with respect
to the Notes, the Certificates or the Other Conveyed Property or otherwise,
automatically shall pass to, be vested in and become obligations and
responsibilities of the Backup Servicer (or such other successor Servicer
appointed by the Majority Noteholders); provided, however, that the successor
Servicer shall have no liability with respect to any obligation which was
required to be performed by the terminated Servicer prior to the date that the
successor Servicer becomes the Servicer or any claim of a third party based on
any alleged action or inaction of the terminated Servicer.  The successor Servicer is authorized and 


 


52

















 


empowered by this
Agreement to execute and deliver, on behalf of the terminated Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and endorsement of the Receivables and the Other Conveyed Property and related
documents to show the Trust as lienholder or secured party on the related Lien
Certificates, or otherwise.  The
terminated Servicer agrees to cooperate with the successor Servicer in
effecting the termination of the responsibilities and rights of the terminated
Servicer under this Agreement, including, without limitation, the transfer to
the successor Servicer for administration by it of all cash amounts that shall at
the time be held by the terminated Servicer for deposit, or have been deposited
by the terminated Servicer, in the Collection Account or thereafter received
with respect to the Receivables and the delivery to the successor Servicer of
all Receivable Files, Monthly Records and Collection Records and a computer
tape in readable form as of the most recent Business Day containing all
information necessary to enable the successor Servicer or a successor Servicer
to service the Receivables and the Other Conveyed Property.  If requested by the Majority Noteholders,
the successor Servicer shall terminate the Lockbox Agreement and direct the
Obligors to make all payments under the Receivables directly to the successor
Servicer (in which event the successor Servicer shall process such payments in
accordance with Section 4.2(e)), or to a lockbox established by the successor
Servicer at the direction of the Majority Noteholders, at the successor
Servicer’s expense.  The terminated
Servicer shall grant the Trust Collateral Agent, the successor Servicer and the
Majority Noteholders reasonable access to the terminated Servicer’s premises at
the terminated Servicer’s expense.


 


SECTION 9.3.    Appointment of Successor.


 


(a)           On and after the
time the Servicer receives a notice of termination pursuant to Section 9.2 or
upon the resignation of the Servicer pursuant to Section 8.6, the Backup
Servicer shall be the successor in all respects to the Servicer in its capacity
as servicer under this Agreement and the transactions set forth or provided for
in this Agreement, and shall be subject to all the rights, responsibilities,
restrictions, duties, liabilities and termination provisions relating thereto
placed on the Servicer by the terms and provisions of this Agreement except as otherwise
stated herein.  The Trust Collateral
Agent and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.  If a successor Servicer is acting as
Servicer hereunder, it shall be subject to termination under Section 9.2 upon
the occurrence of any Servicer Termination Event applicable to it as Servicer.


 


(b)           The Majority
Noteholders may exercise at any time its right to appoint as Backup Servicer or
as successor to the Servicer a Person other than the Person serving as Backup
Servicer at the time, and shall have no liability to the Trust Collateral
Agent, AmeriCredit, the Seller, the Person then serving as Backup Servicer, any
Noteholders or any other Person if it does so. 
Notwithstanding the above, if the Backup Servicer shall be legally
unable or unwilling to act as Servicer, the Backup Servicer, the Trust
Collateral Agent or the Majority Noteholders may petition a court of competent
jurisdiction to appoint any Eligible Servicer as the successor to the
Servicer.  Pending appointment pursuant
to the preceding sentence, the Backup Servicer shall act as successor Servicer
unless it is legally unable to do so, in which event the outgoing Servicer shall
continue to act as Servicer until a successor has been appointed and accepted
such appointment.  Subject to Section
8.6, no provision of this Agreement shall be construed as 


 


53

















 


relieving the
Backup Servicer of its obligation to succeed as successor Servicer upon the
termination of the Servicer pursuant to Section 9.2, the resignation of the
Servicer pursuant to Section 8.6.  If
upon the termination of the Servicer pursuant to Section 9.2 or the resignation
of the Servicer pursuant to Section 8.6, the Majority Noteholders appoint a
successor Servicer other than the Backup Servicer, the Backup Servicer shall
not be relieved of its duties as Backup Servicer hereunder.


 


(c)           Any successor
Servicer shall be entitled to such compensation (whether payable out of the
Collection Account or otherwise) as the Servicer would have been entitled to
under this Agreement if the Servicer had not resigned or been terminated
hereunder.  If any successor Servicer is
appointed as a result of the Backup Servicer’s refusal (in breach of the terms
of this Agreement) to act as Servicer although it is legally able to do so, the
Seller and such successor Servicer may agree on reasonable additional
compensation to be paid to such successor Servicer by the Backup Servicer, which
additional compensation shall be paid by such breaching Backup Servicer in its
individual capacity and solely out of its own funds; provided, however, it being
understood and agreed that the Seller shall give prior notice to the Backup
Servicer with respect to the appointment of such successor and the payment of
additional compensation, if any.  If any
successor Servicer is appointed for any reason other than the Backup Servicer’s
refusal to act as Servicer although legally able to do so, the Majority Noteholders
and such successor Servicer may agree on additional compensation to be paid to
such successor Servicer, which additional compensation shall in no event exceed
$150,000 in the aggregate.  If any
successor Servicer is appointed for any reason other than the Backup Servicer’s
refusal to act as Servicer although legally able to do so, the Backup Servicer
shall not be liable for any Servicing Fee, additional compensation or other
amounts to be paid to such successor Servicer in connection with its assumption
and performance of the servicing duties described herein.


 


SECTION 9.4.    Notification
to Noteholders.  Upon any
termination of, or appointment of a successor to, the Servicer, the Trust
Collateral Agent shall give prompt written notice thereof to each Noteholder
and to the Rating Agencies.


 


SECTION 9.5.    Waiver of
Past Defaults.  The Majority
Noteholders may, on behalf of all Noteholders, waive any default by the
Servicer in the performance of its obligations hereunder and its
consequences.  Upon any such waiver of a
past default, such default shall cease to exist, and any Servicer Termination
Event arising therefrom shall be deemed to have been remedied for every purpose
of this Agreement.  No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.


 


ARTICLE X


 


Termination


 


SECTION 10.1.    Optional
Purchase of All Receivables.


 


(a)           On the last day of
any Collection Period as of which the Pool Balance shall be less than or equal
to 10% of the Original Pool Balance, the Servicer and the Seller each shall
have the option to purchase the Owner Trust Estate, other than the Trust
Accounts; provided,
however, that the amount to be paid for such purchase (as set forth
in the following sentence) 


 


54

















 


shall be
sufficient to pay the full amount of principal, premium, if any, and interest
then due and payable on the Notes and the Certificates.  To exercise such option, the Servicer or the
Seller, as the case may be, shall deposit pursuant to Section 5.6 in the
Collection Account an amount equal to the aggregate Purchase Amount for the
Receivables (including Liquidated Receivables), plus the appraised value of any
other property held by the Trust, such value to be determined by an appraiser
mutually agreed upon by the Servicer and the Trust Collateral Agent, and shall
succeed to all interests in and to the Trust.


 


(b)           Upon any sale of the
assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the
Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from
such sale after all payments and reserves therefrom (including the expenses of
such sale) have been made (the “Insolvency Proceeds”) in the Collection
Account.


 


(c)           Notice of any
termination of the Trust shall be given by the Servicer to the Owner Trustee,
the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating
Agencies as soon as practicable after the Servicer has received notice thereof.


 


(d)           Following the
satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, the Certificateholders will succeed to
the rights of the Noteholders hereunder and the Owner Trustee will succeed to
the rights of, and assume the obligations of, the Trust Collateral Agent
pursuant to this Agreement.


 


ARTICLE XI


 


Administrative
Duties of the Servicer


 


SECTION 11.1.    Administrative Duties.


 


(a)           Duties with
Respect to the Indenture.  The
Servicer shall perform all its duties and the duties of the Issuer under the
Indenture.  In addition, the Servicer
shall consult with the Owner Trustee as the Servicer deems appropriate
regarding the duties of the Issuer under the Indenture.  The Servicer shall monitor the performance
of the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer’s duties under the Indenture.  The Servicer shall prepare for execution by the Issuer or shall
cause the preparation by other appropriate Persons of all such documents,
reports, filings, instruments, certificates and opinions as it shall be the
duty of the Issuer to prepare, file or deliver pursuant to the Indenture.  In furtherance of the foregoing, the
Servicer shall take all necessary action that is the duty of the Issuer to take
pursuant to the Indenture, including, without limitation, pursuant to Sections
2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and
11.15 of the Indenture.


 


(b)           Duties
with Respect to the Issuer.


 


(i)            In addition to the duties of the
Servicer set forth in this Agreement or any of the Basic Documents, the
Servicer shall perform such calculations and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by other appropriate
Persons of all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare,
file or deliver pursuant to this Agreement or any of the Basic Documents or
under state and 


 


55

















 


federal tax and
securities laws, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer to take pursuant to this
Agreement or any of the Basic Documents, including, without limitation,
pursuant to Sections 2.6 and 2.11 of the Trust Agreement.  In accordance with the directions of the
Issuer or the Owner Trustee, the Servicer shall administer, perform or
supervise the performance of such other activities in connection with the
Collateral (including the Basic Documents) as are not covered by any of the
foregoing provisions and as are expressly requested by the Issuer or the Owner
Trustee and are reasonably within the capability of the Servicer.


 


(ii)           Notwithstanding anything in this
Agreement or any of the Basic Documents to the contrary, the Servicer shall be
responsible for promptly notifying the Owner Trustee and the Trust Collateral
Agent in the event that any withholding tax is imposed on the Issuer’s payments
(or allocations of income) to an Owner (as defined in the Trust Agreement) as
contemplated this Agreement.  Any such
notice shall be in writing and specify the amount of any withholding tax
required to be withheld by the Owner Trustee or the Trust Collateral Agent pursuant
to such provision.


 


(iii)          Notwithstanding anything in this
Agreement or the Basic Documents to the contrary, the Servicer shall be
responsible for performance of the duties of the Issuer with respect to, among
other things, accounting and reports to Owners (as defined in the Trust
Agreement); provided,
however, that once prepared by the Servicer the Owner Trustee shall
retain responsibility for the distribution of the Schedule K-1s necessary to
enable the Certificateholder to prepare its federal and state income tax
returns.


 


(iv)          The Servicer shall perform the duties
of the Servicer specified in Section 9.2 of the Trust Agreement required to be
performed in connection with the resignation or removal of the Owner Trustee,
and any other duties expressly required to be performed by the Servicer under
this Agreement or any of the Basic Documents.


 


(v)           In carrying out the foregoing duties
or any of its other obligations under this Agreement, the Servicer may enter
into transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall
be in accordance with any directions received from the Issuer and shall be, in
the Servicer’s opinion, no less favorable to the Issuer in any material respect.


 


(c)           Tax Matters.  The Servicer shall prepare and file, on
behalf of the Seller, all tax returns, tax elections, financial statements and
such annual or other reports attributable to the activities engaged in by the
Issuer as are necessary for preparation of tax reports, including without
limitation forms 1099.  All tax returns
will be signed by the Seller.


 


(d)           Non-Ministerial
Matters.  With respect to matters
that in the reasonable judgment of the Servicer are non-ministerial, the
Servicer shall not take any action pursuant to this Article unless within a
reasonable time before the taking of such action, the Servicer shall have
notified the Owner Trustee and the Trustee of the proposed action and the Owner
Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee
shall not have withheld consent or provided an alternative direction.  For the purpose of the preceding sentence,
“non-ministerial matters” shall include:


 


56

















 








(A)          the amendment of or any supplement to
the Indenture;


 


(B)           the initiation of any claim or
lawsuit by the Issuer and the compromise of any action, claim or lawsuit
brought by or against the Issuer (other than in connection with the collection
of the Receivables);


 


(C)           the amendment, change or modification
of this Agreement or any of the Basic Documents;


 


(D)          the appointment of successor Note
Registrars, successor Paying Agents and successor Trustees pursuant to the
Indenture or the appointment of Successor Servicers or the consent to the
assignment by the Note Registrar, Paying Agent or Trustee of its obligations
under the Indenture; and


 


(E)           the removal of the Trustee or the
Trust Collateral Agent.


 


(e)           Exceptions.  Notwithstanding anything to the contrary in
this Agreement, except as expressly provided herein or in the other Basic
Documents, the Servicer, in its capacity hereunder, shall not be obligated to,
and shall not, (1) make any payments to the Noteholders or Certificateholders
under the Basic Documents, (2) sell the Indenture Trust Property pursuant to
Section 5.5 of the Indenture, (3) take any other action that the Issuer directs
the Servicer not to take on its behalf or (4) in connection with its duties
hereunder assume any indemnification obligation of any other Person.


 


(f)            The Backup Servicer
or any successor Servicer shall not be responsible for any obligations or
duties of the servicer under this Section 11.1.


 


SECTION 11.2.    Records.  The Servicer shall maintain appropriate
books of account and records relating to services performed under this
Agreement, which books of account and records shall be accessible for
inspection by the Issuer at any time during normal business hours.


 


SECTION 11.3.    Additional Information to be
Furnished to the Issuer.  The
Servicer shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.


 


ARTICLE XII


 


Miscellaneous
Provisions


 


SECTION 12.1.    Amendment.


 


(a)           This Agreement may
be amended from time to time by the parties hereto, with the consent of the
Trustee (which consent may not be unreasonably withheld), but without the
consent of any of the Noteholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement, to comply with any changes in the
Code, or to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement; provided, however, that such action shall
not, 


 


57

















 


as evidenced by an
Opinion of Counsel delivered to Owner Trustee and the Trustee, adversely affect
in any material respect the interests of any Noteholder.


 


This Agreement may also be amended from time to time by the parties
hereto, with the consent of the Trustee, and with the consent of the Holders of
Notes evidencing not less than a majority of the outstanding principal amount
of the Notes 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 Noteholders; provided, however, that no
such amendment shall (a) 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 for the benefit of the
Noteholders or (b) reduce the aforesaid percentage of the outstanding principal
amount of the Notes, the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes of
each class affected thereby.


 


Promptly after the execution of any such amendment or consent, the
Trust Collateral Agent shall furnish written notification of the substance of
such amendment or consent to each Noteholder and the Rating Agencies.


 


It shall not be necessary for the consent of 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 any other consents of Noteholders provided for in this Agreement)
and of evidencing the authorization of any action by Noteholders shall be
subject to such reasonable requirements as the Trustee or the Owner Trustee, as
applicable, may prescribe.


 


Prior to the execution of any amendment to this Agreement, the Owner
Trustee, the Trustee, the Trust Collateral Agent and the Backup Servicer shall
be entitled to receive and conclusively rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and the Opinion of Counsel referred to in Section 12.2(h)(1) has been
delivered.  The Owner Trustee, the Trust
Collateral Agent, the Backup Servicer and the Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Issuer’s, the
Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s,
as applicable, own rights, duties or immunities under this Agreement or
otherwise.


 


SECTION 12.2.    Protection of Title to
Trust.


 


(a)           The 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 the
Issuer and the interests of the Trust Collateral Agent in the Receivables and
in the proceeds thereof.  The Seller
shall deliver (or cause to be delivered) to the Owner Trustee 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.


 


58

















 


(b)           Neither the Seller
nor the Servicer shall change its name, identity or corporate structure in any
manner that would, could or might make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading
within the meaning of 9-402(7) of the UCC, unless it shall have given the Owner
Trustee, the Trust Collateral Agent and the Trustee at least five days’ prior
written notice thereof and shall have promptly filed appropriate amendments to
all previously filed financing statements or continuation statements.  Promptly upon such filing, the Seller or the
Servicer, as the case may be, shall deliver an Opinion of Counsel in form and
substance reasonably satisfactory to the Trust Collateral Agent, stating either
(A) all financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the interest of the
Trust and the Trust Collateral Agent in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) no such action shall be necessary to preserve and
protect such interest.


 


(c)           Each of the Seller
and the Servicer shall have an obligation to give the Owner Trustee, the Trust
Collateral Agent and the Trustee at least 60 days’ prior written notice of any
relocation of its principal executive office if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement and shall promptly file any such amendment.  The Servicer shall at all times maintain
each office from which it shall service Receivables, and its principal executive
office, within the United States of America.


 


(d)           The Servicer shall
maintain accounts and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to know at any time 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 amounts from time to
time deposited in the Collection Account in respect of such Receivable.


 


(e)           The Servicer shall
maintain its computer systems so that, from and after the time of sale under
this Agreement of the Receivables to the Issuer, the Servicer’s master computer
records (including any backup archives) that refer to a Receivable shall
indicate clearly the interest of the Trust in such Receivable and that such
Receivable is owned by the Trust. 
Indication of the Trust’s interest in a Receivable shall be deleted from
or modified on the Servicer’s computer systems when, and only when, the related
Receivable shall have been paid in full or repurchased.


 


(f)            If at any time the
Seller or the Servicer shall propose to sell, grant a security interest in or
otherwise transfer any interest in automotive receivables to any prospective
purchaser, lender or other transferee, the Servicer shall give to such
prospective purchaser, lender or other transferee computer tapes, records or
printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Trust.


 


(g)           Upon request, the
Servicer shall furnish to the Owner Trustee or to the Trustee, within five
Business Days, a list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a reconciliation of such
list to the Schedule of 


 


59

















 


Receivables and to
each of the Servicer’s Certificates furnished before such request indicating
removal of Receivables from the Trust.


 


(h)           The Servicer shall
deliver to the Owner Trustee and the Trustee:


 


(1)           promptly after the
execution and delivery of the Agreement and, if required pursuant to Section
12.1, of each amendment, an Opinion of Counsel stating that, in the opinion of
such Counsel, either (A) all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trust and the Trustee in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) no such action shall be necessary to preserve and
protect such interest; and


 


(2)           within 90 days after
the beginning of each calendar year beginning with the first calendar year
beginning more than three months after the Cutoff Date, an Opinion of Counsel,
dated as of a date during such 90-day period, stating that, in the opinion of
such counsel, either (A) all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trust and the Trustee in the Receivables, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (B) no such action shall be necessary to preserve and
protect such interest.


 


Each Opinion of Counsel referred to in clause (1) or (2) above shall
specify any action necessary (as of the date of such opinion) to be taken in
the following year to preserve and protect such interest.


 


SECTION 12.3.    Notices.  All demands, notices and communications upon
or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating
Agencies under this Agreement shall be in writing, personally delivered, or
mailed by certified mail, return receipt requested, and shall be deemed to have
been duly given upon receipt (a) in the case of the Seller to AFS SenSub Corp.,
639 Isbell Road, Suite 390, Reno, Nevada 89509, Attention: Chief Financial
Officer (b) in the case of the Servicer to AmeriCredit Financial Services,
Inc., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102, Attention:  Chief Financial Officer, (c) in the case of
the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner
Trustee, Deutsche Bank Trust Company Delaware, E.A. Delle Donne Corporate
Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington Delaware,
19805-1266, Attention:  Corporate Trust with
a copy to Deutsche Bank Trust Company Americas, 100 Plaza One, Jersey City, New
Jersey 07310, Attention:  Corporate
Trust Agency, Structured Finance, 6th floor, (d) in the case of the Trustee or
the Trust Collateral Agent, at 1111 Polaris Parkway, Suite 1K, Columbus, Ohio,
43240 Attention:  Global Corporate Trust
Services (e) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007; (f) in the
case of Standard & Poor’s, to Standard & Poor’s Ratings Group, 55 Water
Street, New York, New York 10041, Attention: 
Asset Backed Surveillance Department; and (g) in the case of Fitch, to
One State Street Plaza, New York, New York 10004.  Any notice required or permitted to be mailed to a Noteholder
shall be given by first class mail, postage prepaid, at the 


 


60

















 


address of such
Holder as shown in the Note Register. 
Any notice so mailed within the time prescribed in the Agreement shall
be conclusively presumed to have been duly given, whether or not the Noteholder
shall receive such notice.


 


SECTION 12.4.    Assignment.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.  Notwithstanding
anything to the contrary contained herein, except as provided in Sections 7.4
and 8.3 and as provided in the provisions of this Agreement concerning the
resignation of the Servicer, this Agreement may not be assigned by the Seller
or the Servicer without the prior written consent of the Owner Trustee, the
Trust Collateral Agent, the Backup Servicer, the Trustee and the Majority
Noteholders.


 


SECTION 12.5.    Limitations
on Rights of Others.  The
provisions of this Agreement are solely for the benefit of the parties hereto,
the Trustee and the Noteholders, as third-party beneficiaries.  Nothing in this Agreement, whether express
or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


 


SECTION 12.6.    Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


SECTION 12.7.    Separate
Counterparts.  This Agreement
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


SECTION 12.8.    Headings.  The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


 


SECTION 12.9.    Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 12.10.   Assignment
to Trustee.  The Seller hereby
acknowledges and consents to any mortgage, pledge, assignment and grant of a
security interest by the Issuer to the Trustee pursuant to the Indenture for
the benefit of the Noteholders of all right, title and interest of the Issuer
in, to and under the Receivables and/or the assignment of any or all of the
Issuer’s rights and obligations hereunder to the Trustee.


 


61

















 


SECTION 12.11.   Nonpetition
Covenants.


 


(a)           Notwithstanding any
prior termination of this Agreement, the Servicer and the Seller shall not,
prior to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke
or cause the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against 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 Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.


 


(b)           Notwithstanding any
prior termination of this Agreement, the Servicer shall not, prior to the date
that is one year and one day after the termination of this Agreement with
respect to the Seller, acquiesce to, petition or otherwise invoke or cause the
Seller to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Seller under any federal
or state bankruptcy, insolvency or similar law, appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar
official of the Seller or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller.


 


SECTION 12.12.   Limitation of Liability of Owner
Trustee and Trustee.


 


(a)           Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by Deutsche Bank Trust Company Delaware not in its individual
capacity but solely in its capacity as Owner Trustee of the Issuer and in no
event shall Deutsche Bank Trust Company Delaware in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.  For
all purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles V, VI and VII of the Trust Agreement.


 


(b)           Notwithstanding
anything contained herein to the contrary, this Agreement has been executed and
delivered by Bank One, NA, not in its individual capacity but solely as Trust
Collateral Agent and Backup Servicer and in no event shall Bank One, NA, have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer.


 


(c)           In no event shall
Bank One, NA, in any of its capacities hereunder, be deemed to have assumed any
duties of the Owner Trustee under the Delaware Business Trust Statute, common
law, or the Trust Agreement.


 


SECTION 12.13.   Independence
of the Servicer.  For all
purposes of this Agreement, the Servicer shall be an independent contractor and
shall not be subject to the supervision of the 


 


62

















 


Issuer, the Trust
Collateral Agent and Backup Servicer or the Owner Trustee with respect to the
manner in which it accomplishes the performance of its obligations
hereunder.  Unless expressly authorized
by this Agreement, the Servicer shall have no authority to act for or represent
the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an
agent of the Issuer or the Owner Trustee.


 


SECTION 12.14.    No Joint Venture.  Nothing contained in this Agreement (i)
shall constitute the Servicer and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


 


63

















 


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


 


	
   

  	
  AMERICREDIT
  AUTOMOBILE RECEIVABLES TRUST 2002-

  
	
   

  	
   

  
	
   

  	
  by DEUTSCHE
  BANK TRUST COMPANY DELAWARE, not in its

  individual capacity but solely as Owner Trustee on behalf of the Trust.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis
  Bodi

  	
   

  
	
   

  	
   

  	
  Name:  Louis Bodi

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
  AFS SENSUB CORP.,
  Seller,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie
  Borge

  	
   

  
	
   

  	
   

  	
  Name:  Julie Borge

  
	
   

  	
   

  	
  Title:    Vice President, Structured Finance

  
	
   

  	
   

  
	
   

  	
  AMERICREDIT
  FINANCIAL SERVICES, INC.,

  Servicer,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Preston
  A. Miller

  	
   

  
	
   

  	
   

  	
  Name:  Preston A. Miller

  
	
   

  	
   

  	
  Title:    Executive Vice President and Treasurer

  
	
   

  	
   

  



 


[Sale and Servicing Agreement]


 

















 


	
   

  	
  BANK ONE,
  NA,

  
	
   

  	
  not in its
  individual capacity but solely as Backup Servicer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  Rothrock

  	
   

  
	
   

  	
   

  	
  Name:  John J. Rothrock

  
	
   

  	
   

  	
  Title:    Authorized Signer

  
	
   

  	
   

  
	
  Acknowledged
  and accepted by

  	
   

  
	
   

  	
   

  
	
  BANK ONE,
  NA,

  	
   

  
	
  not in its
  individual capacity but solely as Trust Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John J.
  Rothrock

  	
   

  	
   

  
	
   

  	
  Name:  John J. Rothrock

  	
   

  
	
   

  	
  Title:    Authorized Signer

  	
   

  
						



 


[Sale and Servicing Agreement]


 

















 


SCHEDULE A


 


SCHEDULE OF
RECEIVABLES


 


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


 


SCH-A-1

















 


SCHEDULE B


 


REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER


 


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.             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 the Seller 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.


 


SCH-B-1

















 


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 the Seller 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
the Seller by the Servicer and resold by the Seller to the Trust in accordance
with the terms of the Sale and Servicing Agreement.


 


10.           Computer Tape.  The Computer Tape made available by the
Seller to the Trust on the Closing Date was complete and accurate as of the
related 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 the Seller 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 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.


 


SCH-B-2

















 


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 Securities.


 


17.           Good Title.  Immediately prior to the conveyance of the
Receivables to the Trust pursuant to this Agreement, the Seller 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 the Seller, the Trust
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.  The Seller
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 the Seller 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 the Seller 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, the Seller has applied
for or received written evidence from the related Dealer or Third-Party Lender
that such Lien Certificate showing the Seller as first lienholder has been
applied for and the Seller’s security interest has been validly assigned by the
Seller to the Trust pursuant to this Agreement.  Immediately after the sale, transfer and assignment thereof by
the Seller to the Trust, each Receivable will be secured by an enforceable and
perfected first priority security interest in the Financed Vehicle in favor of
the Trustee 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 related 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) 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 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.


 


SCH-B-3

















 


20.           No Impairment.  The Seller 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 related
Cutoff Date no Financed Vehicle had been repossessed.


 


24.           Insurance.  At the time of an 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 related
Cutoff Date.


 


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


 


26.           Remaining Principal Balance.  At the related 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 the 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 more than $60,000; (E) each Receivable has 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) 


 


SCH-B-4

















 


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 (F) above.


 


SCH-B-5

















 


SCHEDULE C


 


SERVICING
POLICIES AND PROCEDURES

Note:  Applicable Time Periods Will Vary by State


 


Compliance with state collection laws is
required of all AmeriCredit Collection Personnel.  Additionally, AmeriCredit has chosen to follow the guidelines of
the Federal Fair Debt Collection Practices Act (FDCPA).


 


The Collection
Process


 


AmeriCredit mails each customer
a monthly billing statement 16 to 20 days before payment is due.


 


A.                                   All
accounts are issued to the Computer Assisted Collection System (CACS) at 5 days
delinquent or at such other dates of delinquency as determined by historical
payment patterns of the account.


 


B.                                     The
CACS segregates accounts into two groups: 
loans less than 30 days delinquent and those over 30 days delinquent.


 


C.                                     Loans
delinquent for less than 30 days are then further segregated into two
groups:  accounts that have good phone
numbers and those that do not.


 


D.                                    Loans
with good phone numbers are transferred to the Davox system (AmeriCredit’s
predictive dialing system).  The system
automatically dials the phone number related to a delinquent account.  When a connection is made, the account is
then routed to the next available account representative.


 


E.                                      Loans
without good phone numbers are assigned to front-end collectors.


 


F.                                      All
reasonable collection efforts are made in an attempt to prevent these accounts
from becoming 30+ days delinquent - this includes the use of collection letters.  Collection letters may be utilized between
15th and 25th days of delinquency.


 


G.                                     When
an account reaches 31 days delinquent, a collector determines if any default
notification is required in the state where the debtor lives.


 


H.                                    When
an account exceeds 61 days delinquent, the loan is assigned to a hard-core
collector who will continue the collection effort.  If the account cannot be resolved through normal collection
efforts (i.e.,
satisfactory payment arrangements) then the account may be submitted for
repossession approval.  An officer must
approve all repossession requests.


 


I.                                         CACS
allows each collector to accurately document and update each customer file when
contact (verbal or written) is made.


 


SCH-C-1

















 


Repossessions


 


If repossession of the collateral occurs, the following steps are
taken:


 


A.                                   Proper
authorities are notified (if applicable).


 


B.                                     An
inventory of all personal property is taken and a condition report is prepared
on the vehicle.


 


C.                                     Written
notification, as required by state law, is sent to the customer(s) stating
their rights of redemption or reinstatement along with information on how to
obtain any personal property that was in the vehicle at the time of
repossession.


 


D.                                    Written
request to the originating dealer for all refunds due for dealer adds is made.


 


E.                                      Collateral
disposition through public or private sale, (dictated by state law), in a
commercially reasonable manner, through a third-party auto auction.


 


F.                                      After
the collateral is liquidated, the debtor(s) is notified in writing of the
deficiency balance owed, if any.


 


Use of Due Date Changes


 


Due dates may be changed subject to the following conditions:


 


A.                                   The
account is contractually current or will be brought current with the due date
change.


 


B.                                     Due
date changes cannot exceed the total of 15 days over the life of the contract.


 


C.                                     The
first installment payment has been paid in full.


 


D.                                    Only
one due date change in a twelve month period.


 


An Officer must approve any
exceptions to the above stated policy.


 


Use of Payment Deferments


 


A payment deferral is offered
to customers who have the desire and capacity to make future payments but who
have encountered temporary financial difficulties, with management approval.


 


A.                                   Without
prior approval, minimum of six payments have been made on the account and a
minimum of nine payments have been made since the most recent deferment (if
any).


 


B.                                     The
account will be brought current with the deferment, but not paid ahead, without
management approval.


 


C.                                     A
deferment fee is collected on all transactions.


 


SCH-C-2

















 


D.                                    No
more than eight total payments may be deferred over the life of the loan,
without management approval.


 


An Officer must approve any
exceptions to the above stated policy.


 


Charge-Offs


 


It is AmeriCredit’s policy that
any account that is not successfully recovered by 120 days delinquent is
submitted to an Officer for approval and charge-off.


 


It is AmeriCredit’s policy to
carry all Chapter 13 bankruptcy accounts until 120 days delinquent.  A partial charge-off is taken for the
unsecured portion of the account.  On
fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be deferred
current at the time of discharge.


 


Deficiency Collections


 


Accounts are assigned to third
party collection agencies for deficiency collections.


 


SCH-C-3

















 


EXHIBIT A


 


SERVICER’S
CERTIFICATE


 

















 


AmeriCredit Automobile Receivables Trust 2002-1


Class A-1  1.9400 % Asset Backed
Notes


Class A-2  3.0600 %  Asset Backed Notes


Class A-3  4.2300 % Asset Backed
Notes


Class B  5.2800 % Asset Backed
Notes


Class C  5.9800 % Asset Backed
Notes


Class D  6.5300 % Asset Backed
Notes


Class E  8.4000 % Asset Backed
Notes


Servicer's Certificate


 


 


This
Servicer's Certificate has been prepared pursuant to Section 4.9 of the Sale
and Servicing Agreement among AmeriCredit Automobile Receivables Trust 2000-1,
as Issuer,  AmeriCredit Financial
Services,  Inc., as Servicer,  AFS SenSub Corp., as Seller, and Bank One
NA, as Backup Servicer and Trust Collateral Agent, dated as of April 18, 2001.
Defined terms have the meanings assigned to them in the Sale and Servicing
Agreement or in other Transaction Documents.


 


	
  Monthly
  Period Beginning:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original

  
	
  Monthly
  Period Ending:

  	
   

  	
   

  	
  Purchases

  	
  Units

  	
  Cut-off Date

  	
  Closing Date

  	
  Pool Balance

  
	
  Prev.
  Distribution/Close Date:

  	
   

  	
   

  	
  Initial
  Purchase

  	
   

  	
   

  	
   

  	
   

  
	
  Distribution
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Days of
  Interest for Period:

  	
   

  	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  
	
  Days in
  Collection Period:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Months
  Seasoned:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  I.

  	
  MONTHLY
  PERIOD RECEIVABLES PRINCIPAL BALANCE CALCULATION:

  
	
   

  	
  Beginning of period
  Aggregate Principal Balance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Monthly Principal Amounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Collections on Receivables outstanding at end of period

  	
   

  	
   

  	
   

  
	
   

  	
  Collections on Receivables paid off during period

  	
   

  	
   

  	
   

  
	
   

  	
  Receivables becoming Liquidated Receivables during period

  	
   

  	
   

  	
   

  
	
   

  	
  Receivables becoming Purchased Receivables during period

  	
   

  	
   

  	
   

  
	
   

  	
  Cram Down Losses occurring during period

  	
   

  	
   

  	
   

  
	
   

  	
  Other Receivables adjustments

  	
   

  	
   

  	
   

  
	
   

  	
  Less amounts allocable to Interest

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Monthly Principal Amounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  End of period Aggregate
  Principal Balance 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pool Factor  

  	
   

  	
   

  	
   

  



 


	
  II.

  	
  MONTHLY
  PERIOD NOTE BALANCE CALCULATION:

  	
   

  	
  Class A-1

  	
  Class A-2

  	
  Class A-3

  	
  Class B

  
	
   

  	
  Original Note Balance

  	
   

  	
  $160,000,000

  	
  $354,000,000

  	
  $236,000,000

  	
  $90,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Beginning of period Note
  Balance 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholders' Principal
  Distributable Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholders' Accelerated
  Principal Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Principal Parity
  Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Matured Principal Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  End of period Note Balance 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Note Pool Factors  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Class C

  	
  Class D

  	
  Class E

  	
  TOTAL

  
	
   

  	
   

  	
   

  	
  $50,000,000

  	
  $47,500,000

  	
  $52,500,000

  	
  $990,000,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Beginning of period Note
  Balance 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholders' Principal
  Distributable Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholders' Accelerated
  Principal Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class E Accelerated
  Principal Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Principal Parity
  Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Matured Principal Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  End of period Note Balance 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Note Pool Factors 

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  III.

  	
  CALCULATION
  OF STEP-DOWN AMOUNT:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Ending Pool Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lesser of (Max of 7% of
  Ending Pool Balance or $16,500,000) or Beg Note Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate, Cumulative
  Amount paid to Class E Noteholders through prior period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Less Specified Reserve
  Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sum of {29}, {30}, and {31}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25% of Ending Pool Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lesser of {32} or {33}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Required Pro Forma Note
  Balance {28} - {34}

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Beginning Note Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Monthly Principal
  Amount

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pro-Forma Note Balance
  (Assuming 100%  Pay-down)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Step-Down amount (Excess of
  Required Pro-forma over Pro-forma Note Balance)

  	
   

  	
   

  	
   

  	
   

  



 


	
  IV.

  	
  CALCULATION
  OF PRINCIPAL DISTRIBUTABLE AMOUNT:

  	
   

  	
   

  	
   

  
	
   

  	
  Total Monthly Principal
  Amounts

  	
   

  	
   

  	
   

  
	
   

  	
  Step-down Amount  

  	
   

  	
   

  	
   

  
	
   

  	
  Principal Distributable
  Amount 

  	
   

  	
   

  	
   

  



 


	
  V.

  	
  CALCULATION
  OF INTEREST DISTRIBUTABLE AMOUNT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beginning

  	
  Interest

  	
  Interest

  	
   

  	
   

  	
  Calculated

  
	
   

  	
  Class

  	
  Note Balance

  	
  Carryover

  	
  Rate

  	
  Days

  	
  Days Basis

  	
  Interest

  
	
   

  	
       Class A - 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class A - 2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class A - 3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class B

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class C

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class D

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
       Class E

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  VI.

  	
  RECONCILIATION
  OF COLLECTION ACCOUNT:   

  	
   

  	
   

  	
   

  
	
   

  	
  Available
  Funds:

  	
   

  	
   

  	
   

  
	
   

  	
  Collections on Receivables during period (net of Liquidation
  Proceeds)

  	
   

  	
   

  	
   

  
	
   

  	
  Liquidation Proceeds collected during period

  	
   

  	
   

  	
   

  
	
   

  	
  Purchase Amounts deposited in Collection  Account

  	
   

  	
   

  	
   

  
	
   

  	
  Investment Earnings - Collection Account

  	
   

  	
   

  	
   

  
	
   

  	
  Investment Earnings - Transfer From Reserve Account

  	
   

  	
   

  	
   

  
	
   

  	
  Collection of Supplemental Servicing - Extension Fees

  	
   

  	
   

  	
   

  
	
   

  	
  Collection of Supplemental Servicing - Repo and Recovery Fees
  Advanced

  	
   

  	
   

  	
   

  
	
   

  	
  Collection of Supplemental Servicing - Late Fees

  	
   

  	
   

  	
   

  
	
   

  	
  Total Available Funds

  	
   

  	
   

  	
   

  
	
   

  	
  Distributions:

  	
   

  	
   

  	
   

  
	
   

  	
  Base Servicing Fee 

  	
   

  	
   

  	
   

  
	
   

  	
  Repo and Recovery Fees - reimbursed to Servicer

  	
   

  	
   

  	
   

  
	
   

  	
  Bank Service Charges - reimbursed to Servicer

  	
   

  	
   

  	
   

  
	
   

  	
  Late Fees - reimbursed to Servicer

  	
   

  	
   

  	
   

  
	
   

  	
  Extension Fees - reimbursed to Servicer

  	
   

  	
   

  	
   

  
	
   

  	
  Agent fees

  	
   

  	
   

  	
   

  
	
   

  	
  Class A-1 Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class A-2 Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class A-3 Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class A Noteholders' Principal Parity Amount or Matured Principal Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Noteholders' Principal Parity Amount or Matured Principal
  Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
  Class C Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class C Noteholders' Principal Parity Amount or Matured Principal
  Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
  Class D Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class D Noteholders' Principal Parity Amount or Matured Principal
  Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
  Class E Noteholders' Interest Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Class E Noteholders' Principal Parity Amount or Matured Principal
  Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
  Noteholders' Principal Distributable Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total distributions (Prior to Reserve Account Deposit)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Excess Available Funds 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Reserve Account Withdrawal Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Reserve Account,  the
  Reserve Account Deposit

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Noteholders, the 
  Accelerated Principal Amount (as calculated below)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Class E Noteholders, 
  until Class E Balance is zero

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Certificateholders, 
  the aggregate amount remaining

  	
   

  	
   

  	
   

  



 

















 


	
  VlI.

  	
  CALCULATION
  OF PRINCIPAL PARITY AMOUNT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (X)

  	
  (Y)

  	
  (I)

  	
  (II)

  	
   

  
	
   

  	
   

  	
  Cumulative

  	
  Pool 

  	
  Excess of

  	
  Available Funds

  	
  Lesser of

  
	
   

  	
  Class

  	
  Note Balance

  	
  Balance

  	
  (X) - (Y)

  	
  in Waterfall

  	
  (I) or (II)

  
	
   

  	
  Class A 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class B

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class C

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class D

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class E

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  



 


	
  VlII.

  	
  CALCULATION
  OF ACCELERATED PRINCIPAL AMOUNT:

  	
   

  	
   

  	
   

  
	
   

  	
  Excess Available Funds  

  	
   

  	
   

  	
   

  
	
   

  	
  Pro-Forma Note Balance
  (Calculated after Step-Down)

  	
   

  	
   

  	
   

  
	
   

  	
  Required Pro Forma Note
  Balance

  	
   

  	
   

  	
   

  
	
   

  	
  Excess of Pro-Forma Balance
  over Required Pro-Forma Balance

  	
   

  	
   

  	
   

  
	
   

  	
  Lesser of Excess Available
  Funds or Excess of Pro-Forma Note Balance

  	
   

  	
   

  	
   

  



 


	
  IX.

  	
  RECONCILIATION
  OF RESERVE ACCOUNT:

  	
   

  	
   

  	
  Initial

  
	
   

  	
  Specified
  Reserve Balance

  	
   

  	
   

  	
   

  
	
   

  	
  Beginning of period Reserve
  Account balance 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Reserve Account
  Deposit, from Collection Account    

  	
   

  	
   

  	
   

  
	
   

  	
  Investment Earnings

  	
   

  	
   

  	
   

  
	
   

  	
  Investment Earnings -
  transferred to Collection Account Available Funds

  	
   

  	
   

  	
   

  
	
   

  	
  Reserve Account Withdrawal
  Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  End of period Reserve
  Account balance 

  	
   

  	
   

  	
   

  



 


	
  X.

  	
  CALCULATION
  OF TOTAL OVERCOLLATERALIZATION:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Principal Balance

  	
   

  	
   

  	
   

  
	
   

  	
  End of Period Note Balance

  	
   

  	
   

  	
   

  
	
   

  	
  Overcollateralization
  (Undercollateralization)

  	
   

  	
   

  	
   

  
	
   

  	
  Overcollateralization %

  	
   

  	
   

  	
   

  



 


	
  XI.

  	
  MONTHLY
  PERIOD AND CUMULATIVE NUMBER OF RECEIVABLES CALCULATION:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cumulative

  	
  Monthly

  
	
   

  	
  Original Number of
  Receivables

  	
   

  	
   

  	
   

  
	
   

  	
  Beginning of period number
  of Receivables

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Receivables
  becoming Liquidated Receivables during period

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Receivables
  becoming Purchased Receivables during period

  	
   

  	
   

  	
   

  
	
   

  	
  Number of Receivables paid
  off during period

  	
   

  	
   

  	
   

  
	
   

  	
  End of period number of
  Receivables

  	
   

  	
   

  	
   

  



 


	
  XII.

  	
  STATISTICAL
  DATA:  (CURRENT AND HISTORICAL):

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Original

  	
   Prev. Month 

  	
  Current

  
	
   

  	
  Weighted Average APR of the
  Receivables

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weighted Average Remaining
  Term of the Receivables

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Weighted Average Original
  Term of Receivables

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Average Receivable Balance

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Net Losses in Period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Realized Losses

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Aggregate Realized Loss
  Percentage

  	
   

  	
   

  	
   

  	
   

  



 


	
  XIII.

  	
  DELINQUENCY:   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Receivables with Scheduled
  Payment delinquent

  	
   

  	
  Units

  	
  Dollars

  	
  Percentage

  
	
   

  	
  31-60 days

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  61-90 days

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  over 90 days

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  



 


	
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