Tri-Party Remittance Processing Agreement



 EXHIBIT 10.9 
 EXECUTION COPY 
 SERIES 2008-1 TRI-PARTY REMITTANCE 
 PROCESSING AGREEMENT 
 October 6,
2008 
 JPMorgan Chase Bank, N.A. (“Processor”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and
Wells Fargo Bank, National Association, as Trustee (the “Trustee”), agree as follows: 
 1. Servicing Arrangements.
AmeriCredit, as Servicer (the “Servicer”), AFS SenSub Corp., as Seller (“Seller”), AmeriCredit Automobile Receivables Trust 2008-1 (the “Trust”) and the Trustee entered into a Sale and Servicing
Agreement dated as of October 6, 2008 (as amended, supplemented and otherwise modified from time to time, the “Sale and Servicing Agreement”), relating to the Receivables (as such term is defined in the Sale and Servicing
Agreement), pursuant to which the Receivables were sold, transferred, assigned, or otherwise conveyed to the Trust. The Sale and Servicing Agreement contemplates the engagement of a processor and includes terms for the opening of the Lockbox Account
(as defined herein), and the Indenture contemplates that the Lockbox Account will be assigned and pledged to the Trust Collateral Agent. The Sale and Servicing Agreement does not include specific terms for the provision of data processing services
and deposit of remittance items. Such terms are set forth in this Tri-Party Remittance Processing Agreement (the “Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings specified in
the Sale and Servicing Agreement. 
 2. Remittance Processing Services. In order to provide a means of collection of the Receivables
which will allow the Trustee to receive the proceeds of the Receivables and related security without AmeriCredit or its Affiliates having access to the funds, the parties hereto agree for the benefit of the Trustee that the processing services (the
“Service(s)”) of Processor will be used for the collection and the deposit of remittances related to the Receivables and related security. 
 3. Customer Remittances. 
 (a) Obligors of the Receivables will be directed by AmeriCredit to forward
their remittances to Processor at a post office address (the “Lockbox”) assigned by Processor. Processor, acting for the exclusive benefit of the Trustee, shall have unrestricted and exclusive access to the mail directed to this
address. AmeriCredit agrees to notify Processor thirty (30) days in advance of any change in Obligor remittance statements and/or mailing schedule. 
 (b) Third party money wire transfer providers, which shall include Western Union Financial Services, Inc. (“ACH Service”) may from time to time electronically deposit funds in the Lockbox Account (as
defined herein) on behalf of Obligors and such ACH Service shall be authorized by Processor to electronically debit the Lockbox Account for the amounts of any return items from Obligors; provided, however, the electronic debit of the Lockbox Account
for any return items by all ACH Services may not exceed $100,000 in the aggregate per day. Processor is authorized to establish such arrangements, on such terms deemed prudent by Processor, with such ACH Service concerning the electronic access to
the Lockbox Account. 







 4. Collection of Mail. Processor will collect mail from the post office at regular intervals each
business day, but not less than two times daily. 
 5. Endorsement of Items. Processor will endorse, on behalf of AmeriCredit, checks
and other deposited items that appear to be for deposit to the credit of AmeriCredit or its Affiliates in accordance with Processor’s National Retail Lockbox Processing Agreements and Instructions, Treasury Management Services Agreement,
Commercial Account Agreement or other applicable agreement and related service terms (individually and collectively, the “Bank Agreements”), as appropriate. 
 6. Credit of Funds to Account. 
 (a)
Processor will process the checks and other deposited items and credit the total amount to the account described below (the “Lockbox Account”). The Lockbox Account will be established at Processor (ABA No.: 122100024) as account
number 662633106. Pursuant to the terms of the Indenture and during the term of this Agreement, and except as otherwise required by law (e.g., for purposes of attachment, execution and other forms of legal process), all collected funds held in the
Lockbox Account shall be deemed to be the Trustee’s funds, and the Trustee will have exclusive right to control such funds and to make demand upon or otherwise require Processor to make payment of any such funds to any person. In the event a
successor Processor has become Processor, the successor Processor’s notice of the new Lockbox Account pursuant to Section 19 shall amend and replace the Lockbox Account above without the execution or filing of any document or any further
act by any of the parties to this Agreement. 
 (b) Unless otherwise directed by the Trustee, AmeriCredit agrees that all collected funds on
deposit in the Lockbox Account shall be transferred from the Lockbox Account within two Business Days by wire transfer in immediately available funds to the following account: Wells Fargo Bank, National Association, Account No. 0001038377 f/b/o
23238101; ABA No. 121000248 (the “Collection Account”). 
 (c) Each party hereto agrees that all funds deposited into
the Lockbox Account will not be subject to deduction, setoff, banker’s lien, or any other similar right in favor of any person, except that Processor or ACH Service may setoff against the Lockbox Account the face amount of any check or other
item deposited in and credited to such Lockbox Account which is subsequently returned for any reason or is otherwise not collected, necessary account adjustments as a result of errors and overdrafts related to return items. If there are insufficient
funds in the Lockbox Account to pay items charged back to the Lockbox Account and AmeriCredit has not remitted payment within 10 days of demand therefor by Processor, the Trustee shall, upon provision of evidence satisfactory to the Trustee, make
payment to Processor for any such amounts from funds in the Collection Account but, only to the extent that such amount was actually received by the Trustee. If there are insufficient funds in the Lockbox Account to pay items charged back to the
Lockbox Account, AmeriCredit shall remit payment within 2 days of demand therefore by Processor. 
 7. Applicable Documentation. This
Agreement supplements, rather than replaces, Processor’s deposit account agreement, terms and conditions, and lockbox agreement and other standard documentation in effect from time to time with respect to the Lockbox, the Lockbox Account or the
services provided in connection therewith (the “Applicable Documentation”), which Applicable Documentation will continue to apply to the Lockbox, the 

  

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Lockbox Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and
hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions, the Trustee shall provide
Processor with such documentation as Processor may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of the Trustee. The Trustee may request the Processor to provide other services with
respect to the Lockbox and the Lockbox Account; however, if such services are not authorized or otherwise covered under the Applicable Documentation, Processor’s decision to provide any such services shall be made in its sole discretion
(including without limitation being subject to AmeriCredit and/or the Trustee executing such Applicable Documentation or other documentation as Processor may require in connection therewith). 
 8. Processor’s General Duties. Notwithstanding anything to the contrary in this Agreement: (i) Processor shall have only the duties and
responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Processor shall be fully protected in acting or
refraining from acting in good faith without investigation on any notice, instruction or request purportedly furnished to it by AmeriCredit or the Trustee in accordance with the terms hereof, in which case the parties hereto agree that Processor has
no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Processor has no knowledge of (and is not required to know) the terms and provisions of the Sale and Servicing Agreement referred to in
Section 1 above or any other related documentation or whether any actions by the Trustee, AmeriCredit or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith; and (iv) Processor shall not
be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or gross negligence. 
 9. Processing of Items. The provision of services shall be governed by the Bank Agreements, as may be amended from time to time, subject to the
prior written consent to any such amendments of a material nature by the Trustee and AmeriCredit, which consents shall not be unreasonably withheld, conditioned or delayed. 
 10. Trust Correspondence. Any envelopes collected from the Lockbox which contain correspondence and other documents (including, but not limited
to, certificates of title, tax receipts, insurance policy endorsements and any other documents or communications of or relating to the Receivables) will be sent to the Servicer at its current address. Any enclosed payment(s), coupon(s) or check(s)
will be processed and deposited by Processor in accordance with the provisions of the Agreement. 
 11. Confidentiality. Processor
agrees that all information concerning the Obligors of the Receivables which comes into Processor’s possession pursuant to this Agreement, other than that which is already known by Processor or to the general public, will be treated in a
confidential manner. 
 12. Fees. Unless otherwise agreed by Processor, AmeriCredit shall pay Processor the fees set forth for this
Service in Processor’s most current Price List as in effect from time to time, plus additional fees for the performance of services beyond the terms of this 

  

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Agreement, or resulting from increased expenses incurred by the failure of AmeriCredit to furnish within a reasonable period of time following a request by
Processor, data in a form acceptable to Processor. Processor shall look first to AmeriCredit for payment of such fees. If AmeriCredit fails to pay Processor within thirty (30) days of receipt of invoice but in any event no later than forty-five
(45) days from the date of the invoice, Processor will notify the Trustee in writing as soon as practicable and provide to the Trustee a copy of such unpaid invoice. Subject to rights to terminate this Agreement pursuant to Section 17,
Processor will continue to perform its services under this Agreement and the amount reflected in such invoice will be paid to Processor by the Trustee out of funds in the Collection Account on the next Distribution Date (as defined below), which
follows by at least three Business Days the date of giving such notice to the Trustee. Any fees unpaid after such date will be considered unpaid fees. “Distribution Date” means the sixth day of the following calendar month, or, if such day
is not a Business Day, the immediately following Business Day. 
 13. Processor’s Liability for Nonperformance. In performing the
Services, Processor will exercise ordinary care and act in good faith. Processor shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable
practice of the banking industry. Processor’s liability relating to its or its employees’, officers’ or agents’ performance or failure to perform hereunder, or for any other action or inaction of Processor, or its employees,
officers or agents, shall be limited exclusively to the lesser of (i) any direct losses which are caused by the failure of Processor, its employees, officers or agents to exercise reasonable care and/or act in good faith, and (ii) the face
amount of any item, check, payment or other funds lost or mishandled by the action or inaction of Processor. Under no circumstances will Processor be liable for any general, indirect, special, incidental, punitive or consequential damages or for
damages caused, in whole or in part, by the action or inaction of AmeriCredit or the Trustee, whether or not such action or inaction constitutes negligence. Processor will not be liable for any damage, loss, liability or delay caused by accidents,
strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. AmeriCredit agrees that the fees charged by Processor for the
performance of this Service shall be deemed to have been established in contemplation of these limitations on Processor’s liability. In addition, AmeriCredit agrees to indemnify and hold Processor harmless from all liability on the part of
Processor under this Section 13 except such liability as is attributable to the gross negligence of Processor. 
 14. Indemnification
by AmeriCredit. AmeriCredit agrees to indemnify, defend and hold Processor harmless from and against any and all damage, loss, cost, expense or liability of any kind, including, without limitation, reasonable attorneys’ fees and court
costs, which results, directly or indirectly, in whole or in part, from any negligence and willful misconduct or infidelity of AmeriCredit or any agent or employee of AmeriCredit, incurred in connection with this Agreement, Lockbox or the Lockbox
Account or any interpleader proceeding relating thereto or from Processor acting upon information furnished by AmeriCredit under this Agreement. AmeriCredit will remain liable for all indemnification under this Section 14 after its removal
and/or resignation as Servicer. 
 15. Other Agreements. Processor shall not be bound by any agreement between any of the other
parties hereto irrespective of whether Processor has knowledge of the existence of any such agreement or the terms and provisions thereof. 
  

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 16. Records. This Agreement and the performance by Processor of the Services hereunder shall not
relieve Processor of any obligation imposed by law or contract regarding the maintenance of records. 
 17. Amendment and Termination.
This Agreement may only be amended in writing signed by all parties to this Agreement. AmeriCredit or Trustee may immediately terminate this Agreement for cause, provided, however, that a similar agreement has been executed with a successor
processor reasonably acceptable to the Trustee or the Trustee has consented to such termination. The Trustee may immediately terminate this Agreement and shall do so upon written notice to the other parties hereto. Otherwise, any party may terminate
this Agreement on sixty (60) days’ prior written notice to the others; provided, however, that AmeriCredit shall promptly notify the Trustee of receipt of any such notice and shall arrange for alternative lockbox processing services
satisfactory to the Trustee prior to the termination of the Services. 
 18. Successor Servicer. Each of Processor and the Trustee
agrees that if the Servicer has been terminated or resigns as Servicer, this Agreement shall not thereupon terminate and the successor servicer appointed pursuant to the Sale and Servicing Agreement shall succeed, except as otherwise provided
herein, to all rights, benefits, duties and obligations of the Servicer hereunder. Prior to the termination or resignation of the Trustee or the Servicer, the Trustee or the Servicer, respectively, shall provide notice to Processor in accordance
with the terms and conditions to which each of the Trustee or the Servicer, respectively, is itself entitled upon termination or resignation. 
 19. Successor Processor. Any company or national banking association into which Processor may be merged or converted or with which it may be consolidated, or any company or national banking association resulting from any merger,
conversion or consolidation to which it shall be a party or any company or national association to which Processor may sell or transfer all or substantially all of its business (provided any such company or national banking association shall be a
company organized under the laws of any state of the United States or a national banking association and shall be eligible to perform all of the duties imposed upon it by this Agreement) shall be the successor to Processor hereunder without the
execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that Processor notify the Trustee and AmeriCredit of any such merger, conversion or consolidation within 30 days of its occurrence. If
such successor requires the establishment of a new account, then the successor Processor shall as soon as practicable after the occurrence of any such merger, conversion or consolidation (i) establish the new Lockbox Account and (ii) send
written notice to the Trustee and AmeriCredit with respect to the new Lockbox Account number. 
 20. Governing Law. This Agreement
shall be governed by the laws of the State of Texas. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to the Lockbox, Lockbox Account or this Agreement. 
 21. Notices. All written notices required by this Agreement shall be delivered or mailed to the other parties at the addresses set forth below or
to such other address as a party may specify in writing. 
  

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	Processor:	JPMorgan Chase Bank, N.A. 


	    	2200 Ross Avenue, Floor 10 


	    	Mail code TX1-2946, 


	    	Dallas, TX 75201-2787 


	    	Attention: Belinda Crow 

  

	    	With a copy to: 

  

	    	JPMorgan Chase Bank, N.A. 


	    	2200 Ross Avenue, Floor 3 


	    	Mail code TX1-2903, 


	    	Dallas, TX 75201-2787 


	    	Attention: Michael Lister 

  

	AmeriCredit:	AmeriCredit Financial Services, Inc. 


	    	801 Cherry Street, Suite 3900 


	    	Fort Worth, Texas 76102 


	    	Attention: Chief Financial Officer 

  

	Trustee:	Wells Fargo Bank, National Association 


	    	Sixth Street and Marquette Avenue 


	    	MAC N9311-161 


	    	Minneapolis, Minnesota 55479 


	    	Attention: AmeriCredit Automobile Receivables Trust 2008-1 

 22. Bankruptcy. Processor hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the Notes and all amounts owed under the Indenture and the Sale and Servicing Agreement, any
loan facility or any other securities issued by a special purpose, “bankruptcy remote” vehicle or trust (an “AmeriCredit Issuer SPE”), directly or indirectly formed by AmeriCredit or any affiliate thereof, Processor will
not institute against or join with any other person in instituting against any AmeriCredit Issuer SPE or any non-issuer special purpose, “bankruptcy remote,” vehicle or trust (each an “AmeriCredit SPE”), any proceeding or
file any petition against any such AmeriCredit SPE, under any bankruptcy, insolvency or similar law for the relief or aid of debtors (including, without limitation, Title 11 of the United States Code or any amendment thereto), seeking the
dissolution, liquidation, arrangement, reorganization or similar relief of any such AmeriCredit SPE or the appointment of a receiver, trustee, custodian or liquidator of any such AmeriCredit SPE, or issue any writ, order, judgment warrant of
attachment, execution or similar process against a substantial part of the property, assets or business of any such AmeriCredit SPE. This covenant shall survive the termination of this Agreement. 
 [Remainder of Page Intentionally Left Blank] 
  

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	PROCESSOR:	 		 	AMERICREDIT:
			
	JPMORGAN CHASE BANK, N.A.	 		 	AMERICREDIT FINANCIAL SERVICES, INC.
					
	By:	 	/s/ Belinda Crow	 		 	By:	 	/s/ Susan B. Sheffield
		 	Name: Belinda Crow	 		 		 	Name: Susan B. Sheffield
		 	Title: Vice President	 		 		 	 Title: Executive Vice President,
 Structured Finance


			
	TRUSTEE:	 		 	
			
	 WELLS FARGO BANK,
 NATIONAL
ASSOCIATION,
 as Trustee
	 		 	
					
	By:	 	/s/ Melissa Philibert	 		 		 	
		 	Name: Melissa Philibert	 		 		 	
		 	Title: Vice President	 		 		 	

 [Series 2008-1 Tri-Party Remittance Processing Agreement] 
  

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