exv4w3



 






Exhibit 4.3




EXECUTION COPY




SALE AND SERVICING

AGREEMENT




among




AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-1,

Issuer,




AFS SENSUB CORP.,

Seller,




AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

Backup Servicer and Trust Collateral Agent




Dated as of February 22, 2006




 









 








TABLE OF CONTENTS




Page




	 	 	 	 	 
	ARTICLE I Definitions
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.1. Definitions
	 	 	1	 
	SECTION 1.2.
Other Definitional Provisions
	 	 	18	 
	 
	 	 	 	 
	ARTICLE II Conveyance of Receivables
	 	 	19	 
	 
	 	 	 	 
	SECTION 2.1. Conveyance of Receivables
	 	 	19	 
	SECTION 2.2. [Reserved]
	 	 	20	 
	SECTION 2.3. Further Encumbrance of Trust Property
	 	 	20	 
	 
	 	 	 	 
	ARTICLE III The Receivables
	 	 	21	 
	 
	 	 	 	 
	SECTION 3.1. Representations and Warranties of Seller
	 	 	21	 
	SECTION 3.2. Repurchase upon Breach
	 	 	21	 
	SECTION 3.3. Custody of Receivables Files
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IV Administration and Servicing of Receivables
	 	 	23	 
	 
	 	 	 	 
	SECTION 4.1. Duties of the Servicer and the Backup Servicer
	 	 	23	 
	SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables;
Lockbox Agreements
	 	 	24	 
	SECTION 4.3. Realization upon Receivables
	 	 	27	 
	SECTION 4.4. Insurance
	 	 	28	 
	SECTION 4.5. Maintenance of Security Interests in Vehicles
	 	 	30	 
	SECTION 4.6. Covenants, Representations, and Warranties of Servicer
	 	 	31	 
	SECTION 4.7. Purchase of Receivables Upon Breach of Covenant
	 	 	31	 
	SECTION 4.8. Total Servicing Fee; Payment of Certain Expenses by Servicer
	 	 	32	 
	SECTION 4.9. Servicer’s Certificate
	 	 	33	 
	SECTION 4.10. Annual Statement as to Compliance, Notice of Servicer Termination
Event
	 	 	33	 
	SECTION 4.11. Annual Independent Public Accountants’ Reports
	 	 	34	 
	SECTION 4.12. Access to Certain Documentation and Information Regarding Receivables
	 	 	35	 
	SECTION 4.13. Monthly Tape
	 	 	35	 
	SECTION 4.14. [Reserved]
	 	 	36	 
	 
	 	 	 	 
	ARTICLE V Trust Accounts; Distributions; Statements to Noteholders
	 	 	36	 
	 
	 	 	 	 
	SECTION 5.1. Establishment of Trust Accounts
	 	 	36	 
	SECTION 5.2. [Reserved]
	 	 	38	 
	SECTION 5.3. Certain Reimbursements to the Servicer
	 	 	38	 
	SECTION 5.4. Application of Collections
	 	 	39	 
	SECTION 5.5. [Reserved]
	 	 	39	 
	SECTION 5.6. Additional Deposits
	 	 	39	 
	SECTION 5.7. Distributions
	 	 	39	 






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Page




	 	 	 	 	 
	SECTION 5.8. Reserve Account
	 	 	43	 
	SECTION 5.9. Statements to Noteholders
	 	 	44	 
	 
	 	 	 	 
	ARTICLE VI [Reserved]
	 	 	45	 
	 
	 	 	 	 
	ARTICLE VII The Seller
	 	 	45	 
	 
	 	 	 	 
	SECTION 7.1. Representations of Seller
	 	 	45	 
	SECTION 7.2. Corporate Existence
	 	 	47	 
	SECTION 7.3. Liability of Seller; Indemnities
	 	 	47	 
	SECTION 7.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller
	 	 	48	 
	SECTION 7.5. Limitation on Liability of Seller and Others
	 	 	49	 
	SECTION 7.6. Ownership of the Certificates or Notes
	 	 	49	 
	 
	 	 	 	 
	ARTICLE VIII The Servicer and the Backup Servicer
	 	 	49	 
	 
	 	 	 	 
	SECTION 8.1. Representations of Servicer
	 	 	49	 
	SECTION 8.2. Representations of Backup Servicer
	 	 	51	 
	SECTION 8.3. Liability of Servicer and Backup Servicer; Indemnities
	 	 	52	 
	SECTION 8.4. Merger or Consolidation of, or Assumption of the Obligations of the
Servicer or Backup Servicer
	 	 	54	 
	SECTION 8.5. Limitation on Liability of Servicer, Backup Servicer and Others
	 	 	55	 
	SECTION 8.6. Delegation of Duties
	 	 	56	 
	SECTION 8.7. Servicer and Backup Servicer Not to Resign
	 	 	56	 
	 
	 	 	 	 
	ARTICLE IX Default
	 	 	56	 
	 
	 	 	 	 
	SECTION 9.1. Servicer Termination Event
	 	 	56	 
	SECTION 9.2. Consequences of a Servicer Termination Event
	 	 	57	 
	SECTION 9.3. Appointment of Successor
	 	 	58	 
	SECTION 9.4. Notification to Noteholders
	 	 	60	 
	SECTION 9.5. Waiver of Past Defaults
	 	 	60	 
	SECTION 9.6. Backup Servicer Termination
	 	 	60	 
	 
	 	 	 	 
	ARTICLE X Termination
	 	 	60	 
	 
	 	 	 	 
	SECTION 10.1. Optional Purchase of All Receivables
	 	 	60	 
	 
	 	 	 	 
	ARTICLE XI Administrative Duties of the Servicer
	 	 	61	 
	 
	 	 	 	 
	SECTION 11.1. Administrative Duties
	 	 	61	 
	SECTION 11.2. Records
	 	 	63	 
	SECTION 11.3. Additional Information to be Furnished to the Issuer
	 	 	63	 
	 
	 	 	 	 
	ARTICLE XII Miscellaneous Provisions
	 	 	63	 
	 
	 	 	 	 
	SECTION 12.1. Amendment
	 	 	63	 
	SECTION 12.2. Protection of Title to Trust
	 	 	64	 
	SECTION 12.3. Notices
	 	 	66	 






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Page





	 	 	 	 	 
	SECTION 12.4. Assignment
	 	 	67	 
	SECTION 12.5. Limitations on Rights of Others
	 	 	67	 
	SECTION 12.6. Severability
	 	 	67	 
	SECTION 12.7. Separate Counterparts
	 	 	67	 
	SECTION 12.8. Headings
	 	 	67	 
	SECTION 12.9. Governing Law
	 	 	67	 
	SECTION 12.10. Assignment to Trust Collateral Agent
	 	 	67	 
	SECTION 12.11. Nonpetition Covenants
	 	 	68	 
	SECTION 12.12. Limitation of Liability of Owner Trustee and Trust Collateral Agent
	 	 	68	 
	SECTION 12.13. Independence of the Servicer
	 	 	69	 
	SECTION 12.14. No Joint Venture
	 	 	69	 
	SECTION 12.15. State Business Licenses
	 	 	69	 






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




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     SALE AND SERVICING AGREEMENT dated as of February 22, 2006, among AMERICREDIT AUTOMOBILE
RECEIVABLES TRUST 2006-1, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a
Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware
corporation (the “Servicer”), WELLS FARGO BANK, NATIONAL ASSOCIATION, 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;




     WHEREAS the Backup Servicer is willing to provide backup servicing for 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 excess, if any, of the amount of 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); 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.



     “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 contracts, car
club and warranty contracts, other items customarily financed as part of motor vehicle retail
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 Collection Account and the Note Distribution Account 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, (iv) the proceeds of any purchase or sale
of the assets of the Trust described in Section 10.1 and (v) amounts, if any, released from the
Reserve Account pursuant to Section 5.8(a)(iii)(B) hereof on such Distribution Date.



     “Backup Servicer” means Wells Fargo Bank, National Association so long as it is the
Indenture Trustee hereunder.



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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 (a) with
respect to AmeriCredit, as Servicer or Wells Fargo Bank, National Association as successor
Servicer, 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 and (b) with respect to any successor Servicer
other than Wells Fargo Bank, National Association, the amount determined pursuant to Section
9.3(c).



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



     “Business Day” means a day other than a Saturday, a Sunday, a legal holiday or other
day on which commercial banking institutions in the states of Delaware, Texas, Minnesota or New
York or in the city which the corporate trust office of the Trustee under the Indenture or the
Owner Trustee under the Trust Agreement is located are authorized or obligated by law or executive
order to be closed.



     “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



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the funding of the items described in clauses (i) through (vi) of Section 5.7(a) on such Distribution
Date.




     “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 March 2, 2006.



     “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).



4









 





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



     “Collection Period” means, with respect to the first Distribution Date, the period
beginning on the close of business on February 22, 2006 and ending on the close of business on
March 31, 2006 and with respect to each subsequent Distribution Date, “Collection Period” means the
period beginning on the close of business on the last day of the second preceding calendar month
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.



     “Commission” means the United States Securities and Exchange Commission.



     “Computer Tape” means the computer tapes or other electronic media furnished by the
Servicer 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 or promissory note.



     “Controlling Party” means the Trust Collateral Agent, acting for the benefit of the
Noteholders.



     “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
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration, and (ii) with respect to the Trustee 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 Sixth Street and
Marquette Avenue, MAC N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust Office.



     “Cram Down Loss” means, with respect to a Receivable that has not become a Liquidated
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.



5









 





     “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 February 22, 2006.



     “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.



     “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 by
physical delivery to the Trust Collateral Agent endorsed to, or registered in the name of, the
Trust Collateral Agent or endorsed in blank, and, with respect to a certificated security (as
defined in Section 8-102(a)(4) 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 (ii) by delivery
thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) 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 the Trust
Collateral Agent by the amount of such certificated security and the identification by the clearing
corporation of the certificated securities for the sole and exclusive account of the Trust
Collateral Agent (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; 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;



     (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
securities intermediary that is also a “depository” pursuant to applicable federal regulations; the



6









 




making by such securities intermediary of entries in its books and records crediting such Trust
Account Property to the Trust Collateral Agent’s securities account at the securities intermediary
and identifying such book-entry security held through the Federal Reserve System pursuant to
federal book-entry regulations as belonging to the Trust Collateral Agent; 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, consistent with changes in
applicable law or regulations or the interpretation thereof;




     (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 Trust Collateral Agent or its nominee or
custodian who either (i) becomes the registered owner on behalf of the Trust Collateral Agent or
(ii) having previously become the registered owner, acknowledges that it holds for the Trust
Collateral Agent; and



     (d) with respect to any item of Trust Account Property that is a financial asset under Article
8 of the UCC and that is not governed by clause (b) above, causing the securities intermediary to
indicate on its books and records that such financial asset has been credited to a securities
account of the Trust Collateral Agent.



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



     “Determination Date” means, with respect to any Collection Period, the second Business
Day preceding the Distribution Date in the next calendar month and with respect to the first
Distribution Date, April 4, 2006.



     “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 April 6, 2006. If AmeriCredit is no longer acting as Servicer, the
distribution date may be a different day of the month.



     “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 (i) 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 and (ii)
such depository institutions’ deposits are insured by the FDIC.



     “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;



7









 





     (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.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “FDIC” means the Federal Deposit Insurance Corporation.



     “Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the
March 6, 2007 Distribution Date, (ii) the Class A-2 Notes, the July 6, 2009 Distribution Date,
(iii) the Class A-3 Notes, the October 6, 2010 Distribution Date, (iv) the Class B Notes, the



8









 




March 7, 2011 Distribution Date, (v) the Class C Notes, the November 7, 2011 Distribution Date, (vi) the
Class D Notes, the April 6, 2012 Distribution Date and (vii) the Class E Notes, the May 6, 2013
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.



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



     “Indenture” means the Indenture dated as of February 22, 2006, among the Issuer and
Wells Fargo Bank, National Association, as Trust Collateral Agent and Trustee, as the same may be
amended and supplemented from time to time.



     “Initial Purchasers” means Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc. as initial purchasers of the Class E Notes pursuant to the Note Purchase Agreement.



     “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.



     “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
35 days for the Class A-1 Notes and 34 days for all other Classes of Notes.



9









 





     “Interest Rate” means, with respect to (i) the Class A-1 Notes, 4.78% 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, 5.11% per annum (computed on the basis of a 360-day
year consisting of twelve 30-day months), (iii) the Class A-3 Notes, 5.11% per annum (computed on
the basis of a 360-day year consisting of twelve 30-day months), (iv) the Class B Notes, 5.20% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day months), (v) the Class C
Notes, 5.28% per annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), (vi) the Class D Notes, 5.49% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months) and (vii) the Class E Notes, 6.62% 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 2006-1.



     “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. For Financed
Vehicles registered in states which only issue confirmation of the lienholder’s interest
electronically, the “Lien Certificate” may consist of notification of an electronic recordation, by
either a third party service provider or the relevant Registrar of Titles of the applicable state,
which indicates that the lien of the secured party on the Financed Vehicle is recorded on the
original certificate of title on the electronic lien and title system of the applicable state.



     “Liquidated Receivable” means, with respect to any Collection Period, a Receivable (i)
as to which 90 days have elapsed since the Servicer repossessed the Financed Vehicle provided,
however, that in no case shall 10% or more of a Scheduled Receivables Payment have become 210 or
more days delinquent in the case of a repossessed Financed Vehicle, (ii) as to which the Servicer
has determined in good faith that all amounts it expects to recover have been received, (iii) as to
which 10% or more of a Scheduled Receivables Payment shall have become 120 or more days delinquent,
except in the case of a repossessed Financed Vehicle, or (iv) that is, without duplication, a Sold
Receivable.



     “Liquidation Proceeds” means, with respect to a Liquidated Receivable, all amounts
realized with respect to such Receivable and, with respect to a Sold Receivable, the related Sale
Amount.



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



10









 





     “Lockbox Agreement” means the Tri-Party Remittance Processing Agreement, dated as of
February 22, 2006, by and among AmeriCredit, JPMorgan Chase Bank, N.A. 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.



     “Minimum Sale Price” means (i) with respect to a Receivable (x) that has become 60 to
210 days delinquent or (y) that has become greater than 210 days delinquent and with respect to
which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold
at auction, the greater of (A) 55% multiplied by the Principal Balance of such Receivable and (B)
the product of the three month rolling average recovery rate (expressed as a percentage) for the
Servicer in its liquidation of all receivables for which it acts as servicer, either pursuant to
this Agreement or otherwise, multiplied by the Principal Balance of such Receivable or (ii) with
respect to a Receivable (x) with respect to which the related Financed Vehicle has been repossessed
by the Servicer and has been sold at auction and the Net Liquidation Proceeds have been deposited
in the Collection Account, or (y) that has become greater than 210 days delinquent and with respect
to which the related Financed Vehicle has not been repossessed by the Servicer despite the
Servicer’s diligent efforts, consistent with its servicing obligations, to repossess the Financed
Vehicle, $1.



     “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; and past due late charges.



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



11









 





     “Net Liquidation Proceeds” means, with respect to a Liquidated Receivable, Liquidation
Proceeds 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 Net
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 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.



     “Note Purchase Agreement” means the Note Purchase Agreement dated as of February 22,
2006, among the Initial Purchasers, the Seller and the Servicer.



     “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’ Interest Distributable Amount for
the 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 Class of Notes 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 at the respective Interest Rate 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’ Principal Carryover Amount” means, as of any date of determination, all
or any portion of the Noteholders’ Principal Distributable Amount from the preceding Distribution
Date which remains unpaid as of such date of determination.



12









 





     “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
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 Principal Distributable Amount for such Distribution Date, (ii) the Noteholders’
Principal Carryover Amount as of 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 chief executive officer, the
president, any executive vice president, any senior vice president, any vice president, any
assistant vice president, any treasurer, any assistant treasurer, any secretary or any 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 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 (i) of this Agreement.



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



     “Owner Trustee” means Wilmington Trust Company, 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) as of the close of
business on the last day of the preceding calendar month.



     “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.



13









 





     “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 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 amount 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 February 22, 2006, 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 Purchased Receivable, the Principal Balance
and all accrued and unpaid interest on the Purchased 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 Sections 4.2, 4.4(c) or 4.7 or
repurchased by the Seller or the Servicer pursuant to Section 3.2 or 10.1(a).



     “Rating Agency” means Moody’s and Standard & Poor’s. 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 attached hereto (which Schedule
may be in the form of microfiche or a disk).



14









 





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



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



     “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.



     “Regulation AB” means Subpart 229.1100- Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518.70 Fed. Reg. 1, 506, 1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “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) 16.50% 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 (xvii) 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.



     “Sale Amount” means, with respect to any Sold Receivable, the amount received from the
related third-party purchaser as payment for such Sold Receivable.



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



15









 





     “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 Servicemembers Civil Relief Act 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.



     “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, 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.



     “Sold Receivable” means a Receivable that was more than 60 days delinquent and was
sold to an unaffiliated third party by the Issuer, at the Servicer’s direction, as of the close of
business on the last day of a Collection Period and in accordance with the provisions of
Section 4.3(c) hereof.



     “Specified Reserve Balance” means, with respect to any Distribution Date,
$15,000,029.51; provided, that the Specified Reserve Balance will in no event exceed the
outstanding principal amount of the Notes on such Distribution Date after giving effect to
distributions pursuant to clauses (i) through (xxi) of Section 5.7(a) hereof.



16









 





     “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 positive difference, if any, of the Pool
Balance minus the Pro Forma Note Balance, to an amount less than $5,000,009.84, which is 0.5% of
the initial Pool Balance.



     “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.



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



     “Titled Third-Party Lender” means a Third-Party Lender having a short term debt rating
of at least A-1/P-1 from Standard & Poor’s and Moody’s, respectively, that has agreed to assist
AmeriCredit or any successor servicer, to the extent necessary, with any repossession or legal
action in respect of Financed Vehicles with respect to which such Third-Party Lender has assigned
its full interest therein to AmeriCredit and is listed as first lienholder or secured party on the
Lien Certificate relating to such Financed Vehicle.



     “Total Available Funds” has the meaning assigned thereto in Section 5.7(a).



     “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 February 9, 2006, between the
Seller and the Owner Trustee, as amended and restated as of February 22, 2006, 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.



17









 





     “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 Cutoff 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 Note
Distribution Account (including all Eligible Investments therein and all proceeds therefrom), 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.



     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.



18









 





     (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:



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




     (b) 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 and Sale Agreement;



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




     (f) the related Receivable 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



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Purchase Agreement, and the delivery requirements, representations and warranties and the cure and
repurchase obligations of AmeriCredit under the Purchase Agreement;




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



     (i) all proceeds and investments with respect to items (a) through (h).



     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 Conveyed Property from the Seller to
the Issuer and the beneficial interest in and title to the Receivables and the Other Conveyed
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 by the Seller to the Issuer in the property referred to in this Section, whether now owned
or existing or hereafter acquired or arising, and this Agreement shall constitute a security
agreement under applicable law.



     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 Statutory 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 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, (ii) the Trust Collateral Agent pursuant
to this Agreement and (iii) the Backup Servicer pursuant to this Agreement, have been paid, release
any remaining portion of the Trust Property to the Seller.



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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 Trust
Collateral Agent pursuant to the Indenture and shall not be waived.



     SECTION 3.2. Repurchase upon Breach.



     (a) The Seller, the Servicer, the Backup Servicer, the Trust Collateral Agent or the Owner
Trustee, as the case may be, shall inform the other parties to this Agreement promptly, by 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, the Backup Servicer 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 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



21









 




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. Any purchase by AmeriCredit pursuant to the Purchase
Agreement shall be deemed a purchase by the Seller pursuant to this Section 3.2 and the definition
of Purchased Receivable.




     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 February 22, 2006, 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); and




     (ii) The Lien Certificate (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 (or a
Titled Third-Party Lender) as first lienholder or secured party (including any Lien
Certificate received by AmeriCredit), or, if such Lien Certificate has not yet been
received, a copy of the application therefor, showing AmeriCredit (or a Titled Third-Party
Lender) as secured party.



     (b) If the Trust Collateral Agent is acting as the Custodian pursuant to Section 8 of the
Custodian Agreement, the Trust Collateral Agent shall be deemed to have assumed the obligations of
the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in the
Custodian Agreement until such time as a successor Custodian has been appointed. 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. Upon the sale of any
Receivable pursuant to Section 4.3(c) hereof, 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 sale which are required to be deposited in
the Collection Account pursuant to Section 4.3(c) have been so deposited) and shall request
delivery of the Receivable and Receivable File to the purchaser of such Receivable. 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



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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, 4.2 or 4.7.




ARTICLE IV



Administration and Servicing of Receivables




     SECTION 4.1. Duties of the Servicer and the Backup Servicer




     (a) 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, or if AmeriCredit is no longer the Servicer, AmeriCredit, at the request of 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
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 as reflected in the Servicing Policies
and Procedures attached hereto as Schedule C.



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     The Servicer is hereby authorized to commence, in its 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.



     As set forth in Section 9.3, in the event the Servicer fails to perform its obligations
hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as
if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s
breach of its obligations.



     (b) The Backup Servicer shall have the following duties: (i) prior to the Closing Date, the
Backup Servicer shall have conducted an on-site visit of the Servicer’s operations in connection
with this or similar Agreements, (ii) shall conduct additional on-site visits not less frequently
than every 12 months thereafter meeting with appropriate operations personnel to discuss any
changes in processes and procedures that have occurred since the last visit, (iii) prior to the
Closing Date, the Backup Servicer shall have completed all data-mapping, and (iv) not more than
once per year, update or amend the data-mapping by effecting a data-map refresh upon receipt of
written notice from the Servicer specifying updated or amended fields, if any, in (a) fields in the
Monthly Tape or (b) fields confirmed in the original data-mapping referred to in clause (iii)
above. Each on-site visit shall be at the cost of AmeriCredit.



     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, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c)
hereof. 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.



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     (b) The Servicer may (A) at any time agree to a modification or amendment of a Receivable in
order to (i) not more than once per year, change the Obligor’s regular monthly due date to a date
that shall in no event be later than 30 days after the original monthly due date of that Receivable
or (ii) re-amortize the Scheduled Receivables Payments on the Receivable (x) following a partial
prepayment of principal, in accordance with its customary procedures or (y) following the Obligor’s
reinstatement based on local laws or (B) may direct the Issuer to sell the Receivables pursuant to
Section 4.3 hereof if the Servicer believes in good faith that such extension, modification,
amendment or sale 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.



     (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) hereof), 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.



     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.



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     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 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
and 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 as soon as practicable, but in no event later than the second
Business Day after receipt thereof, and such amounts shall be deposited into the Lockbox Account
and transferred from the Lockbox Account to the Collection Account in accordance with Section
4.2(d) hereof.



     (f) AmeriCredit shall not cause or permit the substitution of the Financed Vehicle relating to
a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally
financed under the related Receivable; (ii) the Financed Vehicle originally financed
under the related Receivable was either (x) insured under an Insurance Policy as required
under Section 4.4(a) at the time of a casualty loss that is treated as a total loss under such
Insurance Policy, (y) deemed to be a “lemon” pursuant to applicable state law and repurchased by
the related Dealer or (z) is the subject of an order by a court of competent jurisdiction directing
AmeriCredit to substitute another vehicle under the related Receivable; (iii) the related
Receivable is not more than 30 days delinquent; (iv) the Obligor is deemed to be in “good standing”
by the Servicer and is not in breach of any requirement under the related Receivable; (v) the
replacement Financed Vehicle has a book value (N.A.D.A.) at least equal to the book value
(N.A.D.A.) of the Financed Vehicle that is being replaced, measured immediately before the casualty
loss or replacement by the Dealer and (vi) as of the date of such substitution, the replacement
Financed



26









 




Vehicle’s mileage is no greater than the mileage on the Financed Vehicle that is being
replaced; provided, however, that if the substitution is made pursuant to clause (ii)(z), above,
clauses (iii) through (vi) inclusive, shall not be applicable. AmeriCredit shall not cause or
permit the substitution of Financed Vehicles relating to Receivables having an original aggregate
Principal Balance greater than two percent (2%) of the Original Pool Balance, (the
“Substitution Limit”). In the event that the Substitution Limit is exceeded for any
reason, (i) AmeriCredit shall, on or before the next following Accounting Date, repurchase a
sufficient number of such Receivables to cause the aggregate original Principal Balances of such
Receivables to be less than the Substitution Limit or (ii) if AmeriCredit is not the Servicer and
the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described
in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date,
repurchase a sufficient number of such Receivables to cause the aggregate original Principal
Balances of such Receivables to be less than the Substitution Limit.




     SECTION 4.3. Realization upon Receivables.



     (a) In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to
Section 4.3(c) hereof, and 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 or if it instead elects to direct the Issuer to sell
the Receivables pursuant to Section 4.3(c). 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 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



27









 




be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to
such Receivable.




     (b) If the Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit at the request
of 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, or to
AmeriCredit at the request of 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 or AmeriCredit, as appropriate, 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 AmeriCredit’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).



     (c) Consistent with the standards, policies and procedures required by this Agreement, the
Servicer may use its best efforts to locate a third party purchaser that is not affiliated with the
Servicer, the Seller or the Issuer to purchase from the Issuer any Receivable that has become more
than 60 days delinquent, and shall have the right to direct the Issuer to sell any such Receivable
to the third-party purchaser; provided, that no more than 20% of the number of Receivables in the
pool as of the Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the
aggregate; provided further, that the Servicer may elect to not direct the Issuer to sell a
Receivable that has become more than 60 days delinquent if in its good faith judgment the Servicer
determines that the proceeds ultimately recoverable with respect to such Receivable would be
increased by forbearance. In selecting Receivables to be sold to a third party purchaser pursuant
to this Section 4.3(c), the Servicer shall use commercially reasonable efforts to locate purchasers
for the most delinquent Receivables first. In any event, the Servicer shall not use any procedure
in selecting Receivables to be sold to third party purchasers which is materially adverse to the
interest of the Noteholders. The Issuer shall sell each Sold Receivable for the greatest market
price possible; provided, however, that aggregate Sale Amounts received by the Issuer for all
Receivables sold to a single third-party purchaser on a single date must be at least equal to the
sum of the Minimum Sale Prices for all such Receivables. The Servicer shall remit or cause
the third-party purchaser to remit all sale proceeds from the sale of Receivables directly 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.



     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



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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 or a Titled Third-Party Lender 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.




     (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



29









 




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.



     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 the designation of AmeriCredit (or a Titled Third-Party Lender) as the secured
party on the Lien Certificate 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



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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 Lien Certificates 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 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, a Responsible
Officer of the Backup Servicer or a Responsible Officer of the Trustee of a breach of any of the
covenants set forth in Sections 1, 2 or 3 of the Custodian Agreement or in Sections 4.5(a) or 4.6
hereof, the party discovering such breach shall give prompt written notice to the



31









 




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 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, the Backup Servicer 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. Notwithstanding anything to the contrary contained
herein, AmeriCredit will not be required to repurchase Receivables due solely to the Servicer’s not
having received Lien Certificates that have been properly applied for from the Registrar of Titles
in the applicable states for such Receivables unless (i) such Lien Certificates shall not have been
received with respect to Receivables with Principal Balances which total more than 1.0% of the
Aggregate Principal Balance as of the 180th day after the Closing Date, in which case
AmeriCredit shall be required to repurchase a sufficient number of such Receivables to cause the
aggregate Principal Balances of the remaining Receivables for which no such Lien Certificate shall
have been received to be no greater than 1.0% of the Aggregate Principal Balance as of such date or
(ii) such Lien Certificates shall not have been received as of the 240th day after the
Closing Date. 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.




     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.



32









 





     SECTION 4.9. Servicer’s Certificate.



     No later than noon 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 the distributions required by Sections 5.7(a) and
5.7(b); (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer
or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased
by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Backup
Servicer to verify the items specified in Section 4.13(ii) (as set forth in the Monthly Tape
delivered pursuant to Section 4.13); (iv) all information necessary to enable the Trust Collateral
Agent to send the statements to Noteholders required by Section 5.9, and (v) 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. 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) To the extent required by Section 1123 of Regulation AB, the Servicer, shall deliver to
the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating
Agency, on or before March 31 of each year (regardless of whether the Seller has ceased filing
reports under the Exchange Act), beginning on March 31, 2007, an officer’s certificate signed by
any Responsible Officer of the Servicer, dated as of December 31 of the previous calendar year,
stating that (i) a review of the activities of the Servicer during the preceding calendar year (or
such other period as shall have elapsed from the Closing Date to the date of the first such
certificate) 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
in all material respects all its obligations under this Agreement throughout
such period, or, if there has been a failure to fulfill any such obligation in any material
respect, identifying each such failure known to such officer and the nature and status of such
failure.



     (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.



33









 





     (c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on
March 31, 2007, a report regarding the Servicer’s assessment of compliance with a minimum servicing
criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB.



     (d) The Servicer will cause any affiliated servicer or any other party deemed to be
participating in the servicing function pursuant to Item 1122 of Regulation AB to provide to the
Issuer, on or before March 31 of each year, beginning on March 31, 2007, a report regarding such
party’s assessment of compliance with a minimum servicing criteria during the immediately preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB.



     (e) Wells Fargo acknowledges in its capacity as Backup Servicer and Trust Collateral Agent
under this Agreement and in its capacity as Indenture Trustee under the Basic Documents, to the
extent that it is deemed to be participating in the servicing function pursuant to Item 1122 of
Regulation AB, that it will take any action reasonably requested by the Servicer to ensure
compliance with the requirements of Section 4.10(d) hereof and with Item 1122 of Regulation AB.



     SECTION 4.11. Annual Independent Public Accountants’ Reports. (a) The Servicer shall
cause a firm of independent certified public accountants (the “Independent Accountants”),
who may also render other services to the Servicer or its Affiliates, to deliver to the Trustee,
the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, on or before March 31 (or 90
days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning
in March 31, 2007, a report, dated as of December 31 of the preceding calendar year, addressed to
the board of directors of the Servicer, providing its attestation report on the servicing
assessment delivered pursuant to Section 4.10(c), including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of
Regulation AB. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act.



     (b) The Servicer shall cause a firm of Independent Accountants, who may also render other
services to the Servicer or to the Seller, (1) 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, 2007, 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 copy of the Form 10-K
filed with the United States Securities and Exchange Commission for AmeriCredit Corp., which filing
includes a statement that 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; and (2) upon request of the
Trustee, the Owner Trustee, the Trust Collateral Agent or the Backup Servicer, to issue an
acknowledgement 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
pursuant to item (1) of this section and that the accounting firm is independent of the Seller and



34









 




the Servicer within the meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants.




     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.



     SECTION 4.13. Monthly Tape. No later than the second Business Day after each Distribution
Date, the Servicer will deliver to the Backup Servicer a computer tape and a diskette (or any other
electronic transmission acceptable to the Backup Servicer) in a format acceptable to 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 “Monthly Tape”). The Backup Servicer shall use such tape or diskette (or other
electronic transmission acceptable to the Backup Servicer) to (i) confirm that such tape, diskette
or other electronic transmission is in readable form, and (ii) 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 withdrawn from the Reserve Account, (D) the outstanding principal amount of each Class
of Notes after giving effect to all distributions made pursuant to clause (A), above, (E) the Note
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
or before the fifth Business Day following the Distribution Date. 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 Controlling Party (acting at
the written direction of the Majority Noteholders), deliver to the Backup Servicer or any
replacement Servicer its Collection Records and its Monthly Records within 15 days after demand
therefor and a computer tape



35









 




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]




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 (except that if such Eligible Investments are obligations of the institution that
maintains such Trust Account or a fund for which such institution or an Affiliate thereof serves as
an investment advisor, administrator, shareholder servicing agent, custodian and/or sub-custodian,
then such Eligible Investment shall be permitted to mature on the 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



36









 




overnight. All Eligible Investments will
be held to maturity. Each institution at which the relevant Trust Account is maintained shall
invest the funds therein as directed in writing by the Servicer in Eligible Investments.




     (c) All investment earnings of moneys deposited in each Trust Account shall be deposited (or
caused to be deposited) on each Distribution Date 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 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 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, but amounts collected or received
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 (d) 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 for the benefit of the
Noteholders 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:



37









 






     (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
definition of “Delivery” and shall be held, pending maturity or disposition, solely
by the Trust Collateral Agent or a securities intermediary (as such term is defined
in Section 8-102(14) of the UCC) acting solely for the Trust Collateral Agent;




     (C) the “securities intermediary’s jurisdiction” for purposes of
Section 8-110 of the UCC shall be the State of New York;




     (D) 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




     (E) any Trust Account Property that is an “uncertificated security” or
a “financial asset” under Article 8 of the UCC and that is not governed by
clause (D) above shall be delivered to the Trust Collateral Agent in accordance with
paragraph (c) or (d), if applicable, 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 Obligors 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.



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     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 or a Sold 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).



     SECTION 5.5. [Reserved]



     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 Determination Date on which such obligations are due the aggregate
Purchase Amount with respect to Purchased Receivables and the aggregate Sale Amounts with respect
to Sold 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, (1) the Base Servicing Fee for the related Collection Period, (2)
any Supplemental Servicing Fees for the related Collection Period, (3) 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, (4) 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 and (5) to any successor
Servicer, transition fees not to exceed $100,000 (including boarding fees) in the
aggregate;




     (ii) to each of the Lockbox Banks, the Trustee, the Trust Collateral Agent, the Backup
Servicer (in its capacity as either Backup Servicer or successor Servicer) and the Owner
Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case,
to the extent such fees, expenses and indemnities have not been previously



39









 






paid by the
Servicer, and provided that such fees, expenses and indemnities shall not exceed (x)
$100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $300,000 in the
aggregate in any calendar year to the Lockbox Banks, the Trust Collateral Agent, the Backup
Servicer (in its capacity as either Backup Servicer or successor Servicer) 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;




     (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 the 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;



40









 






     (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 Noteholders’
Principal Distributable Amount;




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




     (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 pay each of the Indenture Trustee, Owner Trustee, Trust
Collateral Agent, Backup Servicer and successor servicer any fees, expenses and indemnities
then due to such party that are in excess of the related cap or annual limitation specified
in clause (ii) above; and




     (xxii) 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;



41









 






     (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 pursuant to the Indenture, (B)
the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the
Indenture or (C) 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.




     (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 therefore, 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.



42









 





     (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.




     (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.
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, the Servicer shall instruct the Trust Collateral
Agent (based on the information contained in the Servicer’s Certificate delivered on the
related Determination 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, in which case 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) if the amount on deposit in
the Reserve Account (taking into account any net investment earnings on such amounts),
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, in which case 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



43









 




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 Required Reserve Account Withdrawal Amount or any excess released from the
Reserve Account and included in Available Funds;




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




     (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;




     (ix) the aggregate Purchase Amounts for Receivables, if any, that were repurchased by
the Servicer or the Seller in such period; and




     (x) the aggregate Sale Amounts for Sold Receivables, if any, that were sold by the
Issuer 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.CTSLink.com. Persons that are entitled to receive such statements but are unable



44









 




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 (301) 815-6600. 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,
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 Trust Collateral Agent pursuant to the
Indenture.



     (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.



45









 





     (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.



     (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) No Consents. The Seller 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.



     (i) 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.



     (j) Chief Executive Office. The chief executive office of the Seller is at 2265B
Renaissance Drive, Suite 17, Las Vegas, Nevada 89119.



46









 





     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, or
adopt resolutions pursuant to a unanimous written consent of the 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




     (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, the 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



47









 




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 Owner Trustee, the Trust, the
Trustee, the 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, the Backup Servicer 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 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, the Backup Servicer 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



48









 




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. The Seller shall notify the Owner Trustee, the Trustee and the Trust Collateral
Agent with respect to any other transfer of any Certificate.



ARTICLE VIII



The Servicer and the Backup 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 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 Trust Collateral
Agent pursuant to the Indenture.



     (a) 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;



     (b) 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



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times, and now has, power, authority and legal right to enter into and perform its obligations
under this Agreement;




     (c) 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;



     (d) 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;



     (e) 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;



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



     (g) 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, (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;



     (h) 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



50









 




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. Representations of Backup Servicer. The Backup Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. 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
Trust Collateral Agent pursuant to the Indenture.



     (a) Organization and Good Standing. The Backup 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;



     (b) Due Qualification. The Backup 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;



     (c) Power and Authority. The Backup 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 Backup
Servicer’s Basic Documents have been duly authorized by the Backup Servicer by all necessary
corporate action;



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



     (e) No Violation. The consummation of the transactions contemplated by this Agreement
and the Backup Servicer’s Basic Documents, and the fulfillment of the terms of this Agreement and
the Backup 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 Backup Servicer, or any indenture, agreement,
mortgage, deed of trust or other instrument to which the Backup 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 Backup
Servicer of any court or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Backup Servicer or any of its properties;



51









 





     (f) No Proceedings. There are no proceedings or investigations pending or, to the
Backup Servicer’s knowledge, threatened against the Backup Servicer, before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality having jurisdiction
over the Backup 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 Notes 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 Backup
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 Notes;



     (g) No Consents. The Backup 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 8.3. Liability of Servicer and Backup 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 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
Notes) and costs and expenses in defending against the same.



     (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



52









 




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 Notes. 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,
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) The Backup Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the
Trust Collateral Agent, the Owner Trustee, the Servicer, their respective officers, directors,
agents and employees and the Noteholders from and against: (i) 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 Backup Servicer
or any Affiliate thereof of any Financed Vehicle; and (ii) 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 Owner Trustee, the Trustee, the Servicer
or the Noteholders by reason of, the breach of this Agreement by the Backup Servicer, the violation
of federal or state securities laws by the Backup Servicer, the negligence, misfeasance, or bad
faith of the Backup Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.



     (h) 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.
Notwithstanding anything contained herein to the contrary, any indemnification payable by the
Servicer to the Backup Servicer, to the extent not paid by the Servicer, shall be paid solely from
Section 5.7(a) of this Agreement.



     (i) When the Trustee, the Trust Collateral Agent, the Collateral Agent or the Backup Servicer
incurs expenses after the occurrence of a Servicer Termination Event specified in Section 9.1(d) or
(e) with respect to the Servicer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.



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     SECTION 8.4. 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, 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, the Trustee, the 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, the Trustee, the
Backup Servicer 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.



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     SECTION 8.5. 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 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, the 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 Wells Fargo Bank, National Association,
acting in the possible dual capacity of Backup Servicer or successor Servicer and in the capacity
as Trust Collateral Agent. Wells Fargo Bank, National Association, 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 Wells Fargo Bank, National
Association, 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 Wells Fargo Bank,
National Association.



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     SECTION 8.6. 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 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. Notwithstanding the foregoing AmeriCredit, as Servicer, may
delegate its duties hereunder and under any other Basic Document with respect to the servicing of
and collections on certain Receivables to AmeriCredit Financial Services of Canada Ltd. without
first obtaining the consent of any person. No delegation or sub-contracting by the Servicer of its
duties herein in the manner described in this Section 8.6 shall relieve the Servicer of its
responsibility with respect to such duties.



     SECTION 8.7. Servicer and Backup Servicer Not to Resign. Subject to the provisions of
Section 8.4, 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 and (ii) the Backup Servicer may resign
with the written consent of the Majority Noteholders.



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



56









 




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 first 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
8.4(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 adversely
affects the rights of Noteholders, 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 Trust Collateral Agent or the Majority Noteholders, by notice
given in writing to the Servicer (and to the Trust Collateral Agent if given



57









 




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 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 Backup Servicer or a successor Servicer to
service the Receivables and the Other Conveyed Property. If requested by the Controlling Party
(acting at the written direction of 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 8.7, 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.



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     (b) The Controlling Party (acting at the written direction of 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
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 a Person that it determines
is competent to perform the duties of the Servicer hereunder 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 8.7, no provision of this Agreement shall be construed as relieving the
Backup Servicer of its obligation to succeed as successor Servicer upon the termination of the
Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.7. If
upon the termination of the Servicer pursuant to Section 9.2 or the resignation of the Servicer
pursuant to Section 8.7, 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. In the event any successor Servicer is terminated pursuant to Section 9.2 hereof, the
Controlling Party (acting at the written direction of the Majority Noteholders) shall appoint an
eligible servicer as successor Servicer or may petition a court of competent jurisdiction to
appoint a Person that it determines is competent to perform the duties of the Servicer hereunder as
successor Servicer. Pending appointment pursuant to the preceding sentence, the outgoing Servicer
shall continue to act as Servicer until a successor has been appointed and accepted such
appointment.



     (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 or such other compensation as set
forth herein. If any successor Servicer is appointed, 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 for any year. The
Backup Servicer shall 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 if, and only if, such successor Servicer is appointed due to the
Backup Servicer’s refusal to act as Servicer although legally able to do so, which additional
compensation and other amounts shall in no event exceed $150,000 in the aggregate for any year.



     (d) Notwithstanding anything contained in this Agreement to the contrary, the Backup Servicer
is authorized to accept and rely on all of the accounting records (including computer records) and
work of the prior Servicer relating to the Receivables (collectively, the “Predecessor Servicer
Work Product”) without any audit or other examination thereof, and the Backup Servicer shall
have no duty, responsibility, obligation or liability for the acts and omissions of the prior
Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure
(collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors
make it materially more difficult to service or should cause or materially contribute to the Backup
Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Backup



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Servicer shall have no duty, responsibility, obligation or liability for such Continuing Errors;
provided, however, that the Backup Servicer agrees to use its best efforts to prevent further
Continuing Errors. In the event that the Backup Servicer becomes aware of Errors or Continuing
Errors, it shall, with the prior consent of the Controlling Party use its best efforts to
reconstruct and reconcile such data as is commercially reasonable to correct such Errors and
Continuing Errors and to prevent future Continuing Errors. The Backup Servicer shall be entitled
to recover its costs thereby expended in accordance with Section 5.7(a) of this Agreement.




     SECTION 9.4. Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer or the Backup 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 or the Backup 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 and the Basic Documents. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereto.



     SECTION 9.6. Backup Servicer Termination. Prior to an appointment as successor Servicer,
the Controlling Party may, in its discretion, or shall, at the direction of the Majority
Noteholders, (a) terminate all of the rights and obligations of the Backup Servicer under this
Agreement in the event of a breach of any of the representations or warranties, covenants or
obligations of the Backup Servicer contained in this Agreement or (b) in its sole discretion,
without cause upon not less than 30 days’ notice, terminate the rights and obligations of the
Backup Servicer. The terminated Backup Servicer agrees to cooperate with any successor Backup
Servicer appointed by the Controlling Party in effecting the termination of the responsibilities
and rights of the terminated Backup Servicer under this Agreement, including, without limitation,
the delivery to the successor Backup Servicer of all documents, records and electronic information
related to the Receivables in the possession of the Backup Servicer. Expenses incurred by the
Backup Servicer in respect of the foregoing sentence shall be reimbursed in accordance with Section
5.7(a).



ARTICLE X



Termination




     SECTION 10.1. Optional Purchase of All Receivables.



     (a) Subject to Section 10.1(a) of the Indenture, 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) 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



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Section 5.6 in the
Collection Account an amount equal to the aggregate Purchase Amount for the 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 or the Seller to the
Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral Agent and the Rating Agencies
as soon as practicable after the Servicer or the Seller 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, 8.4, 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 federal
tax and securities laws (including any filings required pursuant to the Sarbanes-Oxley Act
of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner
Trustee shall take all appropriate action that it is the duty of the Issuer to



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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. The Servicer shall monitor the
activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust
Agreement and shall take all action necessary to ensure that the Issuer is operated in
accordance with the provisions of such section.




     (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 by 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 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 any Schedule K-1s, if applicable, necessary to
enable the Certificateholders 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



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provided an alternative direction. For the purpose of the preceding sentence, “non-ministerial
matters” shall include:





     (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 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 and notwithstanding any other provision of this
Agreement, AmeriCredit shall continue to perform the obligations 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. 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



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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, 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 authorize and file such financing statements and cause to be authorized
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.



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     (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 9-506 of
the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent, the Backup
Servicer 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 Backup Servicer, the Trust Collateral Agent and the Trustee at least 60 days’ prior written
notice of any relocation of its principal executive office or jurisdiction of organization 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 or new financing statement. The Servicer
shall at all times maintain (i) each office from which it shall service Receivables within the
United States of America or Canada, and (ii) 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 or
sold pursuant to this Agreement.



     (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.



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     (g) Upon request, the Servicer shall furnish to the Owner Trustee, the Backup Servicer 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 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 Backup Servicer, 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 authorized 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; 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 authorized 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.



     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, the Backup Servicer or the Rating Agencies under this
Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified
mail, return receipt requested, federal express or similar overnight courier service, and shall be
deemed to have been duly given upon receipt (a) in the case of the Seller to AFS SenSub Corp., 2265
B Renaissance Drive, Suite 17, Las Vegas, Nevada 89119, 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, Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, (d) in the case of the Trustee, the Trust Collateral Agent or the Backup Servicer,
Wells Fargo Bank, National Association, Sixth Street and Marquette Avenue, MAC N9311-161,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Office, (e) in the
case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99 Church Street,
New York, New York 10007; and (f) in the case of



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Standard & Poor’s, via electronic delivery to
Servicer_reports@sandp.com, or, for any information not available in electronic format, to Standard
& Poor’s Ratings Services, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention:
ABS Surveillance Group. Any notice required or permitted to be mailed to a Noteholder shall be
given by first class mail, postage prepaid, at the 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 8.5 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, AND THIS AGREEMENT AND ALL MATTERS ARISING
OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     SECTION 12.10. Assignment to Trust Collateral Agent. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the
Trust Collateral Agent pursuant to the Indenture for the benefit of the



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Noteholders of all right,
title and interest of the Issuer in, to and under the Receivables listed in Schedule A hereto
and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the
Trustee.




     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 Trust Collateral Agent




     (a) Notwithstanding anything contained herein to the contrary, this Agreement has been
countersigned by Wilmington Trust Company not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company 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 Wells Fargo Bank, National Association, not in its individual capacity
but solely as Trust Collateral Agent and in no event shall Wells Fargo Bank, National Association,
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.



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     (c) In no event shall Wells Fargo Bank, National Association, in any of its capacities
hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory
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
Issuer, the Trust Collateral Agent, the Trustee, the 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.



     SECTION 12.15. State Business Licenses. The Servicer or the Certificateholder shall
prepare and instruct the Trust to file each state business license (and any renewal thereof)
required to be filed under applicable state law without further consent or instruction from the
Instructing Party (as defined in the Trust Agreement), including a Sales Finance Company
Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing
Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland
Department of Labor, Licensing and Regulation.



69









 





     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 2006-1



By: WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee on behalf of the
Trust.

 	 
	 	By:  	/s/ Michele C. Harra
 	 
	 	 	Name:  	Michele C. Harra 	 
	 	 	Title:  	Financial Services Officer 	 
	 



	 	 	 	 	 
	 	AFS SENSUB CORP.,

Seller,

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



	 	 	 	 	 
	 	AMERICREDIT FINANCIAL SERVICES, INC., Servicer,

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



[Sale and Servicing Agreement]




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Backup

Servicer

 	 
	 	By:  	/s/ Marianna C. Stershic
 	 
	 	 	Name:  	Marianna C. Stershic 	 
	 	 	Title:  	Vice President 	 
	 



Acknowledged and accepted by




WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but

solely as Trust Collateral Agent




	 	 	 	 	 
	By:

	 	/s/ Marianna C. Stershic
 

Name: Marianna C. Stershic
	 	 
	 

	 	Title: Vice President	 	 






[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 or the Servicer’s electronic records 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 or
AmeriCredit in any case.



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



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



SCH-B-1









 





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



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



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



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



     9. Marking Records. 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 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 “tangible chattel paper” within the
meaning of the UCC as in effect in the States of Texas, New York, Nevada and Delaware.



     13. One Original. There is only one original executed copy of each Receivable.



     14. Receivable Files Complete. There exists a Receivable File pertaining to each
Receivable and such Receivable File contains a fully executed original of the Receivable and the
original Lien Certificate or a copy of the 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 or the Servicer’s electronic records.



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



SCH-B-3









 





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



     20. No Impairment. 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 Receivable 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. Other than the security interest granted to the Trust
pursuant to this Agreement and except any other security interests that have been fully released
and discharged as of the Closing Date, the Seller has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the Receivables. The Seller has not authorized
the filing of and is not aware of any financing statements against the Seller that include a
description of collateral covering the Receivables other than any financing statement relating to
the security interest granted to the Trust hereunder or that has been terminated. The Seller is not
aware of any judgment or tax lien filings against it.



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



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



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



     24. Insurance. At the time of 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 or a Titled Third-Party Lender as
loss payee and (iii) insuring against loss and damage due to fire, theft, transportation, collision
and other risks generally covered by comprehensive and collision coverage. Each Receivable
requires the Obligor to maintain physical loss and damage insurance, naming AmeriCredit 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



SCH-B-4









 







expense of the Obligor if the Obligor fails to do so. No Financed Vehicle is insured under a
policy of Force-Placed Insurance on the Cutoff Date.



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



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



     27. Certain Characteristics of 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, as of the Cutoff Date, of not more than 72 months; (C) as of the Cutoff Date, not more
than 50% of Receivables (calculated by Aggregate Principal Balance) had 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 $80,000; (E) each Receivable has an Annual Percentage Rate of at
least 1% and not more than 33%; (F) not more than 35% of the Obligors reside in Texas and
California (based on the Obligor’s mailing address as of the Cutoff Date); (G) no Receivable was
more than 30 days past due as of the Cutoff Date; (H) no funds have been advanced by AmeriCredit,
any Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any
Receivable to qualify under clause (G) above; (I) each Obligor had a billing address in the United
States as of the date of origination of the Receivable, is a natural person and is not an Affiliate
of any party to this Agreement; (J) each Receivable is denominated in, and each Contract provides
for payment in United States dollars; (K) each Receivable is identified on the Servicer’s master
servicing records as an automobile installment sales contract or installment note; and (L) each
Receivable arises under a Contract with respect to which AmeriCredit has performed all obligations
required to be performed by it thereunder, and in the event such Contract is an installment sales
contract, delivery of the Financed Vehicle to the related Obligor has occurred.



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



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



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



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



     32. Risk of Loss. Each Contract contains provisions requiring the Obligor to assume
all risk of loss or malfunction on the related Financed Vehicle, requiring the Obligor to pay all
sales, use, property, excise and other similar taxes imposed on or with respect to the Financed
Vehicle and making the Obligor liable for all payments required to be made thereunder, without



SCH-B-5









 







any setoff, counterclaim or defense for any reason whatsoever, subject only to the Obligor’s
right of quiet enjoyment.



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



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




SCH-B-6









 








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 major groups: loans 5-45 days delinquent and those
over 45 days delinquent.






	C.	 	Loans delinquent up to 45 days are then further segregated into two groups: accounts that
have good phone numbers and those that do not.






	D.	 	Loans up to 45 days delinquent are transferred to the Concerto system (AmeriCredit’s
predictive dialing system). The system automatically dials the phone number related to a
delinquent account for all accounts that have good phone numbers. When a connection is made,
the account is then routed to the next available account representative.






	E.	 	Loans without good phone numbers are called manually, through the CACS system, or in a
preview dialer campaign.






	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 5th 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 45 days delinquent, the loan is assigned to a 46+ collection team
which will continue the collection effort until resolution. 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 30 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 six 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



Collections on charged-off accounts are continued internally and/or assigned to third party
collection agencies for deficiency balances.





SCH-C-3









 








EXHIBIT A




SERVICER’S CERTIFICATE





 









 






AmeriCredit Automobile Receivables Trust 2006-1

Class A-1 4.78 % Asset Backed Notes

Class A-2 5.11 % Asset Backed Notes

Class A-3 5.11 % Asset Backed Notes

Class B 5.20 % Asset Backed Notes

Class C 5.28 % Asset Backed Notes

Class D 5.49 % Asset Backed Notes

Class E 6.62 % 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
2006-1, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS
SenSub Corp., as Seller, and Wells Fargo Bank, N.A., as the Backup Servicer and
Trust Collateral Agent, dated as of February 22, 2006. Defined terms have the
meanings assigned to them in the Sale and Servicing Agreement or in other
Transaction Documents.




Monthly Period Beginning:

Monthly Period Ending:

Prev. Distribution/Close Date:

Distribution Date:

Days of Interest for Period:

Days in Collection Period:

Seasoning/Months Since Closing:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Original
	Purchases	 	Units	 	Cut-off Date	 	Closing Date	 	Pool Balance
	 
	Initial Purchase
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 
	Total
	 	 	 	 	 	 	 	 
	 	 	 





I.   MONTHLY PERIOD RECEIVABLES PRINCIPAL BALANCE CALCULATION:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	     {1}	 	Beginning of period Aggregate Principal
Balance	 	 	 	 	{1}	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	Monthly Principal Amounts	 	 	 	 	 	 	 	 
	 
	 

	 	 	{2}
	 	Collections on Receivables outstanding at end of period
	 	{2}	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	{3}
	 	Collections on Receivables paid off during period
	 	{3}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	{4}
	 	Receivables becoming Liquidated
Receivables during period
	 	{4}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	{5}
	 	Receivables becoming Purchased
Receivables during
period
	 	{5}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	{6}
	 	Other Receivables adjustments
	 	{6}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	{7}
	 	Less amounts allocable to Interest
	 	{7}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	 	{8}
	 	Total Monthly Principal Amounts
	 	 	 	 	 	{8}	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	     {9}	 	End of period Aggregate Principal Balance	 	 	 	 	{9}	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	     {10}	 	Pool Factor	 	 	 	 	 	{10}	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






II.  MONTHLY PERIOD NOTE BALANCE CALCULATION:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Class A-1	 	Class A-2	 	Class A-3	 	Class B
	     {11}

	 	Original Note Balance
	 	{11}	 	 	 	 	 	 	 	 
	     {12}

	 	Beginning of period Note Balance
	 	{12}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	     {13}

	 	Noteholders’ Principal Distributable
Amount
	 	{13}	 	 	 	 	 	 	 	 
	     {14}

	 	Noteholders’ Accelerated Principal Amount
	 	{14}	 	 	 	 	 	 	 	 
	     {15}

	 	Aggregate Principal Parity Amount
	 	{15}	 	 	 	 	 	 	 	 
	     {16}

	 	Matured Principal Shortfall
	 	{16}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	     {17}

	 	End of period Note Balance
	 	{17}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	     {18}

	 	Note Pool Factors
	 	{18}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	Class C	 	Class D	 	Class E	 	TOTAL
	     {19}

	 	Beginning of period Note Balance
	 	{19}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	     {20}

	 	Noteholders’ Principal Distributable
Amount
	 	{20}	 	 	 	 	 	 	 	 
	     {21}

	 	Noteholders’ Accelerated Principal Amount
	 	{21}	 	 	 	 	 	 	 	 
	     {22}

	 	Class E Accelerated Principal Amount
	 	{22}	 	 	 	 	 	 	 	 
	     {23}

	 	Aggregate Principal Parity Amount
	 	{23}	 	 	 	 	 	 	 	 
	     {24}

	 	Matured Principal Shortfall
	 	{24}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	     {25}

	 	End of period Note Balance
	 	{25}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	     {26}

	 	Note Pool Factors
	 	{26}	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 






3









 







III. CALCULATION OF STEP-DOWN AMOUNT:




	 	 	 	 	 	 	 	 	 	 	 
	{27}

	 	Ending Pool Balance
	 	{27}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{28}

	 	Lesser of (Max of 16.50% of Ending Pool Balance or $5,000,000)
	 	{28}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	or Beg Note Balance	 	 	 	 	 	 	 	 
	{29}

	 	Aggregate, Cumulative Amount paid to Class E Noteholders
through prior period
	 	{29}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{30}

	 	Less Specified Reserve Balance
	 	{30}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{31}

	 	Sum of {28}, {29}, and {30}
	 	{31}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{32}

	 	25% of Ending Pool Balance
	 	{32}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{33}

	 	Lesser of {31} or {32}
	 	{33}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{34}

	 	Required Pro Forma Note Balance {27} — {33}
	 	{34}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	{35}

	 	Beginning Note Balance
	 	{35}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{36}

	 	Total Monthly Principal Amount
	 	{36}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{37}

	 	Pro-Forma Note Balance ( Assuming 100% Pay-down)
	 	{37}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	{38}

	 	Step-Down amount (Excess of Required Pro-forma over Pro-forma Note Balance)	 	{38}	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






IV. CALCULATION OF PRINCIPAL DISTRIBUTABLE AMOUNT:




	 	 	 	 	 	 	 	 	 	 	 
	{39}

	 	Total Monthly Principal Amounts
	 	 	 	 	{39} 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{40}

	 	Step-down Amount
	 	 	 	 	{40} 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	{41}

	 	Principal Distributable Amount
	 	 	 	 	{41} 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






V. CALCULATION OF INTEREST DISTRIBUTABLE AMOUNT:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Beginning	 	Interest	 	 	Interest	 	 	 	 	 	 	 	 	 	Calculated	 
	 	 	Class    	 	Note Balance	 	Carryover	 	 	Rate	 	Days	 	 	Days Basis	 	Interest	 
	 	 	 
	{42}   
	 	Class A — 1	 	 	 	 	 	 	 	 	4.78	%	 	 	 	 	 	Actual days/360	 	 	 	 
	{43}   
	 	Class A — 2	 	 	 	 	 	 	 	 	5.11	%	 	 	 	 	 	 	30/360	 	 	 	 	 
	{44}   
	 	Class A — 3	 	 	 	 	 	 	 	 	5.11	%	 	 	 	 	 	 	30/360	 	 	 	 	 
	{45}   
	 	Class B	 	 	 	 	 	 	 	 	5.20	%	 	 	 	 	 	 	30/360	 	 	 	 	 
	{46}   
	 	Class C	 	 	 	 	 	 	 	 	5.28	%	 	 	 	 	 	 	30/360	 	 	 	 	 
	{47}   
	 	Class D	 	 	 	 	 	 	 	 	5.49	%	 	 	 	 	 	 	30/360	 	 	 	 	 
	{48}   
	 	Class E	 	 	 	 	 	 	 	 	6.62	%	 	 	 	 	 	 	30/360	 	 	 	 	 






VI. RECONCILIATION OF COLLECTION ACCOUNT:




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Available Funds:	 	 	 	 	 	 	 	 
	 

	 	{49}
	 	Collections on Receivables during period (net of Liquidation Proceeds and
Fees)
	 	{49}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{50}
	 	Liquidation Proceeds collected during period
	 	{50}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{51}
	 	Purchase Amounts deposited in Collection Account
	 	{51}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{52}
	 	Investment Earnings — Collection Account
	 	{52}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{53}
	 	Investment Earnings — Transfer From Reserve Account
	 	{53}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{54}
	 	Collection of Supplemental Servicing — Extension Fees
	 	{54}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{55}
	 	Collection of Supplemental Servicing — Repo and Recovery Fees Advanced
	 	{55}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{56}
	 	Collection of Supplemental Servicing — Late Fees
	 	{56}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{57}
	 	Total Available Funds
	 	{57}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Distributions:	 	 	 	 	 	 	 	 
	 

	 	{58}
	 	Base Servicing Fee
	 	{58}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{59}
	 	Repo and Recovery Fees — reimbursed to Servicer
	 	{59}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{60}
	 	Bank Service Charges — reimbursed to Servicer
	 	{60}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{61}
	 	Late Fees — reimbursed to Servicer
	 	{61}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{62}
	 	Extension Fees — reimbursed to Servicer
	 	{62}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{63}
	 	Agent fees
	 	{63}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{64}
	 	Backup Servicer
	 	{64}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{65}
	 	Class A-1 Noteholders’ Interest Distributable Amount
	 	{65}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{66}
	 	Class A-2 Noteholders’ Interest Distributable Amount
	 	{66}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{67}
	 	Class A-3 Noteholders’ Interest Distributable Amount
	 	{67}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{68}
	 	Class A Noteholders’ Principal Parity Amount or Matured Principal Shortfall
	 	{68}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{69}
	 	Class B Noteholders’ Interest Distributable Amount
	 	{69}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{70}
	 	Class B Noteholders’ Principal Parity Amount or Matured Principal Shortfall
	 	{70}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{71}
	 	Class C Noteholders’ Interest Distributable Amount
	 	{71}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{72}
	 	Class C Noteholders’ Principal Parity Amount or Matured Principal Shortfall
	 	{72}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{73}
	 	Class D Noteholders’ Interest Distributable Amount
	 	{73}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{74}
	 	Class D Noteholders’ Principal Parity Amount or Matured Principal Shortfall
	 	{74}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{75}
	 	Class E Noteholders’ Interest Distributable Amount
	 	{75}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{76}
	 	Class E Noteholders’ Principal Parity Amount or Matured Principal Shortfall
	 	{76}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	{77}
	 	Noteholders’ Principal Distributable Amount
	 	{77}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{78}
	 	Total distributions (Prior to Reserve Account Deposit)
	 	{78}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{79}
	 	Excess Available Funds
	 	{79}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{80}
	 	Reserve Account Withdrawal Amount
	 	{80}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{81}
	 	To the Reserve Account, the Reserve Account Deposit
	 	{81}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{82}
	 	To the Noteholders, the Accelerated Principal Amount (as calculated below)
	 	{82}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{83}
	 	To the Class E Noteholders, until Class E Balance is zero
	 	{83}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	{84}
	 	To the Certificateholders, the aggregate amount remaining
	 	{84}	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






3









 






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)
	 	 	 
	{85}

	 	Class A	 	 	 	 	 	 	 	 	 	 
	{86}

	 	Class B	 	 	 	 	 	 	 	 	 	 
	{87}

	 	Class C	 	 	 	 	 	 	 	 	 	 
	{88}

	 	Class D	 	 	 	 	 	 	 	 	 	 
	{89}

	 	Class E	 	 	 	 	 	 	 	 	 	 
	{90}

	 	Total	 	 	 	 	 	 	 	 	 	 








 




			
	**	 	Principal Parity Amount distributed as Noteholders Principal Distributable
in first three months of Trust





VlII. CALCULATION OF ACCELERATED PRINCIPAL AMOUNT:




	 	 	 	 	 	 	 	 	 
	{91}

	 	Excess Available Funds
	 	{91}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{92}

	 	Pro-Forma Note Balance (Calculated after Step-Down)
	 	{92}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{93}

	 	Required Pro Forma Note Balance
	 	{93}	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	{94}

	 	Excess of Pro-Forma Balance over Required Pro-Forma Balance
	 	{94}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{95}

	 	Lesser of Excess Available Funds or
Excess of Pro-Forma Note Balance	 	{95}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	IX. RECONCILIATION OF RESERVE ACCOUNT:

	 	Initial
	 
	{96}
	 	Specified Reserve Balance	 	 	 	 	 	 
	 
	{97}
	 	Beginning of period Reserve Account balance	 	{97}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	{98}
	 	The Reserve Account Deposit, from Collection Account	 	{98}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	{99}
	 	Investment Earnings	 	{99}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	{100}
	 	Investment Earnings — transferred to Collection Account  Available Funds	 	{100}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	{101}
	 	Reserve Account Withdrawal Amount	 	{101}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	{102}
	 	End of period Reserve Account balance	 	{102}	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	X.
CALCULATION OF TOTAL OVERCOLLATERALIZATION:

	 
	{103}

	 	Aggregate Principal Balance
	 	{103}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{104}

	 	End of Period Note Balance
	 	{104}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{105}

	 	Overcollateralization (Undercollateralization)
	 	{105}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	{106}

	 	Overcollateralization %
	 	{106}	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	XI. MONTHLY PERIOD AND CUMULATIVE NUMBER OF RECEIVABLES CALCULATION:


	 	 	 	 	 	 	Cumulative	 	Monthly
	 	 	 	 	 	 	 	 	 
	{107}

	 	Original Number of Receivables
	 	{107}	 	 	 	 
	{108}

	 	Beginning of period number of Receivables
	 	{108}	 	 	 	 
	{109}

	 	Number of Receivables becoming Liquidated Receivables during period
	 	{109}	 	 	 	 
	{110}

	 	Number of Receivables becoming Purchased Receivables during period
	 	{110}	 	 	 	 
	{111}

	 	Number of Receivables paid off during period
	 	{111}	 	 	 	 
	 	 	 	 	 	 	 	 	 
	{112}

	 	End of period number of Receivables
	 	{112}	 	 	 	 
	 	 	 	 	 	 	 	 	 





XII. STATISTICAL DATA: (CURRENT AND HISTORICAL):




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original	 	Prev. Month	 	Current
	 	 	 	 	 	 	 	 	 	 	 
	{113}

	 	Weighted Average APR of the Receivables
	 	{113}	 	 	 	 	 	 
	{114}

	 	Weighted Average Remaining Term of the
Receivables
	 	{114}	 	 	 	 	 	 
	{115}

	 	Weighted Average Original Term of Receivables
	 	{115}	 	 	 	 	 	 
	{116}

	 	Average Receivable Balance
	 	{116}	 	 	 	 	 	 
	{117}

	 	Net Losses in Period
	 	{117}	 	 	 	 	 	 
	{118}

	 	Aggregate Realized Losses
	 	{118}	 	 	 	 	 	 
	{119}

	 	Aggregate Realized Loss Percentage
	 	{119}	 	 	 	 	 	 
	 	 	 	 	 	 	 





XIII. DELINQUENCY:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Units	 	Dollars	 	Percentage	 
	 	 	 	 	 	 	 	 	 	 	 
	           Receivables with Scheduled Payment delinquent	 	 	 	 	 	 	 	 	 	 	 
	 	{120}
	  31-60 days	{120}	 	 	 	 	 	 	 	 	 	 
	 	{121}
	  61-90 days	{121}	 	 	 	 	 	 	 	 	 	 
	 	{122}
	  over 90 days	{122}	 	 	 	 	 	 	 	 	 	 
	 	{123}
	  Total	{123}	 	 	 	 	 	 	 	 	 	 
	 
	XIV. EXTENSIONS


	 
	 	{124}

	  Principal Balance of Receivables extended
during current period
	{124}	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	{125}

	  Beginning of Period Aggregate Principal Balance
	{125}	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	{126}

	  Extension Rate {124} divided by {125}
	{126}	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 
	 	 	 	 
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