Sale and Servicing Agreement



 Exhibit 4.3 
 Execution Copy 
 SALE AND SERVICING 
 AGREEMENT 
 among 
 AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-1, 
 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 May 24, 2007 







 TABLE OF CONTENTS 
  

							
	 	  	 	 	 	  	Page
	 ARTICLE I Definitions
	  	1
				
		  	        SECTION 1.1.	 	Definitions	  	1
		  	        SECTION 1.2.	 	Other Definitional Provisions	  	22
		
	 ARTICLE II Conveyance of Receivables
	  	22
				
		  	        SECTION 2.1.	 	Conveyance of Initial Receivables	  	22
		  	        SECTION 2.2.	 	Conveyance of Subsequent Receivables	  	23
		  	        SECTION 2.3.	 	Further Encumbrance of Trust Property	  	27
		  	        SECTION 2.4.	 	Intention of the Parties	  	27
		
	 ARTICLE III The Receivables
	  	28
				
		  	        SECTION 3.1.	 	Representations and Warranties of Seller	  	28
		  	        SECTION 3.2.	 	Repurchase upon Breach	  	29
		  	        SECTION 3.3.	 	Custody of Receivable Files	  	30
		
	 ARTICLE IV Administration and Servicing of Receivables
	  	31
				
		  	        SECTION 4.1.	 	Duties of the Servicer	  	31
		  	        SECTION 4.2.	 	Collection of Receivable Payments; Modifications of Receivables	  	32
		  	        SECTION 4.3.	 	Realization upon Receivables	  	34
		  	        SECTION 4.4.	 	Insurance	  	36
		  	        SECTION 4.5.	 	Maintenance of Security Interests in Vehicles	  	37
		  	        SECTION 4.6.	 	Covenants, Representations, and Warranties of Servicer	  	38
		  	        SECTION 4.7.	 	Purchase of Receivables Upon Breach of Covenant	  	38
		  	        SECTION 4.8.	 	Total Servicing Fee; Payment of Certain Expenses by Servicer	  	39
		  	        SECTION 4.9.	 	Servicer’s Certificate	  	40
		  	        SECTION 4.10.	 	Annual Statement as to Compliance, Notice of Servicer Termination Event	  	40
		  	        SECTION 4.11.	 	Annual Independent Public Accountants’ Reports	  	41
		  	        SECTION 4.12.	 	Access to Certain Documentation and Information Regarding Receivables	  	42
		  	        SECTION 4.13.	 	Monthly Tape	  	42
		
	 ARTICLE V Trust Accounts; Distributions; Statements to Noteholders
	  	43
				
		  	        SECTION 5.1.	 	Establishment of Trust Accounts	  	43
		  	        SECTION 5.2.	 	Capitalized Interest Account	  	46
		  	        SECTION 5.3.	 	Certain Reimbursements to the Servicer	  	47
		  	        SECTION 5.4.	 	Application of Collections	  	47
		  	        SECTION 5.5.	 	[Reserved]	  	47
		  	        SECTION 5.6.	 	Additional Deposits	  	47
		  	        SECTION 5.7.	 	Distributions	  	47

  

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		  	        SECTION 5.8.	 	Reserve Account	  	52
		  	        SECTION 5.9.	 	Pre-Funding Account	  	53
		  	        SECTION 5.10.	 	Statements to Noteholders	  	53
		  	        SECTION 5.11.	 	Determination of LIBOR	  	54
		
	 ARTICLE VI [Reserved]
	  	55
		
	 ARTICLE VII The Seller
	  	55
				
		  	        SECTION 7.1.	 	Representations of Seller	  	55
		  	        SECTION 7.2.	 	Corporate Existence	  	57
		  	        SECTION 7.3.	 	Liability of Seller; Indemnities	  	58
		  	        SECTION 7.4.	 	Merger or Consolidation of, or Assumption of the Obligations of, Seller	  	59
		  	        SECTION 7.5.	 	Limitation on Liability of Seller and Others	  	59
		  	        SECTION 7.6.	 	Ownership of the Certificates or Notes	  	59
		
	 ARTICLE VIII The Servicer
	  	60
				
		  	        SECTION 8.1.	 	Representations of Servicer	  	60
		  	        SECTION 8.2.	 	Liability of Servicer; Indemnities	  	61
		  	        SECTION 8.3.	 	Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer	  	63
		  	        SECTION 8.4.	 	Limitation on Liability of Servicer, Backup Servicer and Others	  	64
		  	        SECTION 8.5.	 	Delegation of Duties	  	65
		  	        SECTION 8.6.	 	Servicer and Backup Servicer Not to Resign	  	65
		
	 ARTICLE IX Default
	  	65
				
		  	        SECTION 9.1.	 	Servicer Termination Event	  	65
		  	        SECTION 9.2.	 	Consequences of a Servicer Termination Event	  	67
		  	        SECTION 9.3.	 	Appointment of Successor	  	67
		  	        SECTION 9.4.	 	Notification to Noteholders	  	69
		  	        SECTION 9.5.	 	Waiver of Past Defaults	  	69
		
	 ARTICLE X Termination
	  	69
				
		  	        SECTION 10.1.	 	Optional Purchase of All Receivables	  	69
		
	 ARTICLE XI Administrative Duties of the Servicer
	  	70
				
		  	        SECTION 11.1.	 	Administrative Duties	  	70
		  	        SECTION 11.2.	 	Records	  	72
		  	        SECTION 11.3.	 	Additional Information to be Furnished to the Issuer	  	72
		
	 ARTICLE XII Miscellaneous Provisions
	  	72
				
		  	        SECTION 12.1.	 	Amendment	  	72
		  	        SECTION 12.2.	 	Protection of Title to Trust	  	73
		  	        SECTION 12.3.	 	Notices	  	75

  

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		  	        SECTION 12.4.	 	Assignment	  	76
		  	        SECTION 12.5.	 	Limitations on Rights of Others	  	76
		  	        SECTION 12.6.	 	Severability	  	76
		  	        SECTION 12.7.	 	Separate Counterparts	  	76
		  	        SECTION 12.8.	 	Headings	  	76
		  	        SECTION 12.9.	 	Governing Law	  	76
		  	        SECTION 12.10.	 	Assignment to Trustee	  	77
		  	        SECTION 12.11.	 	Nonpetition Covenants	  	77
		  	        SECTION 12.12.	 	Limitation of Liability of Owner Trustee and Trustee	  	77
		  	        SECTION 12.13.	 	Independence of the Servicer	  	78
		  	        SECTION 12.14.	 	No Joint Venture	  	78
		  	        SECTION 12.15.	 	State Business Licenses	  	78

  

			
	 SCHEDULES
	  	
	 Schedule A
	  	Schedule of Receivables
	 Schedule B
	  	Representations and Warranties of the Seller and the Servicer
		
	 EXHIBITS
	  	
		
	 Exhibit A
	  	Form of Subsequent Transfer Agreement
	 Exhibit B
	  	Form of Servicer’s Certificate

  

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 SALE AND SERVICING AGREEMENT dated as of May 24, 2007, among AMERICREDIT PRIME AUTOMOBILE RECEIVABLES
TRUST 2007-1, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”) and
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 the Originators or acquired by the Originators through motor vehicle dealers and third
party lenders; 
 WHEREAS Bay View Acceptance Corporation has sold its interest in certain automobile loan contracts to AmeriCredit Financial
Services, Inc.; 
 WHEREAS the Seller has purchased such receivables from AmeriCredit Financial Services, Inc. and is willing to sell such
receivables to the Issuer; 
 WHEREAS the Issuer desires to purchase additional receivables arising in connection with motor vehicle retail
installment sale contracts to be acquired by the Originators; 
 WHEREAS the Seller has an agreement to purchase such additional 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: 
 “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. 
 “Addition Notice” means, with respect to any transfer of Subsequent Receivables to the Trust pursuant to Section 2.2 of this
Agreement, notice of the Seller’s election to transfer Subsequent Receivables to the Trust, such notice to designate the related Subsequent Cutoff Date and Subsequent Transfer Date and the approximate principal amount of Subsequent Receivables
to be transferred on such Subsequent Transfer Date. 







 “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 the related Originator relating to the acquisition of Receivables from a Third-Party Lender by the related Originator. 
 “Available Funds” means, with respect to any Distribution Date, the sum of (i) the Collected Funds for the related Collection Period, (ii) all Purchase Amounts deposited in the Collection Account during the
related Collection Period, plus Investment Earnings with respect to the Trust Accounts for the related Collection Period, (iii) the Monthly Capitalized Interest Amount with respect to such Distribution Date, (iv) 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, (v) the proceeds of any purchase or sale of the assets of the Trust described in Section 

  

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10.1, and (vi) any amounts received by the Trust Collateral Agent pursuant to the Swap Agreement with respect to the Class A-4 Notes (less any
amounts used to enter into a replacement swap agreement). 
 “Backup Servicer” means Wells Fargo Bank, National Association.

 “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 the sum of (A) the product of (i) the Servicing Fee Rate times (ii) the aggregate Principal Balance of the Receivables as of the opening of business on the first day of such
Collection Period (or in the case of the first Distribution Date, the Initial Cutoff Date) multiplied by (iii) one twelfth (or in the case of the first Distribution Date, the actual number of days during the Collection Period divided by 360)
plus (B) the product of (i) the Servicing Fee Rate times (ii) the aggregate Principal Balance of the Subsequent Receivables sold to the Issuer during such Collection Period multiplied by (iii) the number of days during that
Collection Period that the Subsequent Receivables were owned by the Issuer, divided by 360. 
 “Basic Documents” means this
Agreement, the Certificate of Trust, the Trust Agreement, the Indenture, the Custodian Agreement, the Underwriting Agreement, the Purchase Agreement, the Note Purchase Agreement, the Swap Agreement and other documents and certificates delivered in
connection therewith. 
 “Bay View” means Bay View Acceptance Corporation, a Nevada corporation. 
 “Business Day” means any day other than a Saturday, a Sunday, legal holiday or other day on which commercial banking institutions
located in Wilmington, Delaware, Fort Worth, Texas, New York, New York, Minneapolis, Minnesota or any other location of any successor Servicer, successor Owner Trustee or successor Trust Collateral Agent are authorized or obligated by law, executive
order or governmental decree to be closed. 
 “Capitalized Interest Account” means the account designated as such,
established and maintained pursuant to Section 5.2. 
 “Capitalized Interest Account Initial Deposit” means $496,044.66
deposited on the Closing Date. 
 “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 A-4 Notes, the
Class B Notes, the Class C Notes, the Class D Notes or 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 

  

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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 (iv) of Section 5.7(b) 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 A-4 Notes” has the meaning assigned to such term in the Indenture. 
 “Class B Notes” has the meaning assigned to such term in the Indenture. 
 “Class B Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the
excess, if any, of (x) the aggregate remaining principal balance of the Class A Notes and of the Class B Notes, in each case immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately
preceding Collection Period over (B) the Class A Principal Parity Amount for such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in
clauses (i) through (vii) of Section 5.7(b) 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 (x) of Section 5.7(b) 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 (xiii) of Section 5.7(b) on such Distribution Date. 
 “Class E Notes” has the meaning assigned to such term in the Indenture. 
  

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 “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 (xvi) of Section 5.7(b) on such Distribution Date. 
 “Closing Date” means May 31, 2007.

 “Collateral Insurance” shall have the meaning set forth in Section 4.4(a). 
 “Collected Funds” means, with respect to any Collection Period, the amount of funds in the Collection Account representing collections
on the Receivables during such Collection Period, including all Net Liquidation Proceeds collected during such Collection Period (but excluding any Purchase Amounts). 
 “Collection Account” means the account designated as such, established and maintained pursuant to Section 5.1. 
 “Collection Period” means, with respect to the first Distribution Date, the period beginning on the close of business on May 24, 2007 and ending on the close of business on June 30, 2007.
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 Initial Cutoff Date or the related Subsequent Cutoff Date, as appropriate.

 “Contract” means a motor vehicle retail installment sale contract or promissory note. 
 “Controlling Party” means the Trust Collateral Agent 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 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust 

  

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Administration, and (ii) with respect to the Trustee, the Trust Collateral Agent and the Backup Servicer, 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. 
 “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, which Person must be acceptable to the Controlling Party. 
 “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, which
Custodian Agreement and any amendments, supplements or modifications thereto shall be acceptable to the Controlling Party. 
 “Dealer” means a dealer who sold a Financed Vehicle and who originated and assigned the respective Receivable to the related Originator under a Dealer Agreement or pursuant to a Dealer Assignment. 
 “Dealer Agreement” means any agreement between a Dealer and the related Originator relating to the acquisition of Receivables from a
Dealer by the related Originator. 
 “Dealer Assignment” means, with respect to a Receivable, the executed assignment
executed by a Dealer conveying such Receivable to the related Originator. 
 “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 thereof to the
Trust Collateral Agent of such certificated security endorsed to, or registered in the name of, 

  

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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 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. 
 “Determination Date” means, for any calendar month, the second Business Day prior to the related Distribution Date. 
 “Distribution Date” means, with respect to each Collection Period, the eighth day of the following calendar month, or, if such day is
not a Business Day, the immediately following Business Day, commencing July 9, 2007. If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. 
  

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 “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; 
 (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; 
  

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 (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 June 9, 2008 Distribution Date, (ii) the Class A-2 Notes, the August 9, 2010 Distribution Date, (iii) the Class A-3 Notes, the November 8, 2011
Distribution Date, (iv) the Class A-4 Notes, the April 8, 2013 Distribution Date, (v) the Class B Notes, the September 9, 2013 Distribution Date, (vi) the Class C Notes, the February 10, 2014 Distribution Date,
(vii) the Class D Notes, the September 8, 2014 Distribution Date and (viii) the Class E Notes, the March 8, 2016 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. 
 “Funding Period” means the period beginning on and including the Closing Date and ending on the first to occur of (a) the first
date on which the amount on deposit in the Pre-Funding Account (after giving effect to any transfers therefrom in connection with the transfer of Subsequent Receivables to the Issuer on such date) is less than $100,000, (b) the date on which an
Event of Default or a Servicer Termination Event occurs and (c) August 31, 2007. 
 “Indenture” means the
Indenture dated as of May 24, 2007, between 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. 
 “Independent Accountants” shall have the meaning set forth in Section 4.11(a). 
 “Initial Cutoff Date” means May 24, 2007. 
 “Initial Other Conveyed Property” means all property conveyed by the Seller to the Trust pursuant to Section 2.1(b) through (i) of this Agreement. 
 “Initial Purchasers” means J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC as initial purchasers of the Class E Notes
pursuant to the Note Purchase Agreement. 
 “Initial Receivables” means the Receivables conveyed to the Trust on the Closing
Date. 
  

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 “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 39 days for the Class A-1 Notes and Class A-4 Notes and 38 days for all other Classes of Notes. 
 “Interest Rate” means, with respect to (i) the Class A-1 Notes, 5.32233% 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, 5.34% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), (iii) the Class A-3 Notes, 5.27% per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months), (iv) the Class A-4 Notes, LIBOR + 0.03% per annum (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period), (v) the Class B Notes, 5.35% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day months), (vi) the Class C Notes, 5.43% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months), (vii) the Class D Notes,
5.62% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) and (viii) the Class E Notes, 6.96% 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 Accounts, the investment earnings on amounts on deposit
in such Trust Accounts on such date. 
  

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 “Issuer” means AmeriCredit Prime Automobile Receivables Trust 2007-1. 
 “Issuer Secured Parties” means each of the Trustee in respect of the Trustee Issuer Secured Obligations and the Swap Provider in respect
of the Swap Provider Issuer Secured Obligations. 
 “LIBOR” has the meaning set forth in Section 5.11 hereof.

 “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 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 for which, as of the last day of the Collection Period (i) 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) the Servicer has determined in good faith that all
amounts it expects to recover have been received, (iii) 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 by the Servicer pursuant to Section 4.2. 
 “Lockbox Bank” means a
depository institution named by the Servicer and acceptable to the Controlling Party. 
 “Majority Noteholders” means the
Holders of Notes representing a majority of the principal balance of the most senior Class of Notes then outstanding. 
  

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 “Mandatory Redemption Date” means the earlier of (i) the Distribution Date in the
month following the month in which the last day of the Funding Period occurs or (ii) the Distribution Date on September 10, 2007. 
 “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 30 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 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 for which 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 Capitalized Interest Amount” means in the case of the Distribution Dates occurring in July
2007, August 2007 and September 2007, an amount equal to the difference between (i) the product of (x) a fraction, the numerator of which is the actual number of days elapsed in the related Interest Period or in the case of the final
Subsequent Transfer Date, the number of days from and including the previous Distribution Date to, but excluding the final Subsequent Transfer Date and the denominator of which is 360, (y) the weighted average of each Interest Rate (and with
respect to the Class A-4 Notes, 5.2312% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months)) and (z) the Pre-Funded Amount as of the prior Distribution Date, or in the case of the July 2007
Distribution Date as of the Closing Date and (ii) the sum of the Pre-Funding Earnings and Investment Earnings on amounts on deposit in the Capitalized Interest Account for such Distribution Date. 
 “Monthly Records” means all records and data maintained by the Servicer with respect to the Receivables, including the following with
respect to each Receivable: the account number; the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal
Balance; current remaining term; origination date; first payment date; final scheduled payment date; next payment due date; date of most recent payment; new/used classification; collateral description; days currently delinquent; number of contract
extensions (months) to date; amount of Scheduled Receivables Payment; and past due late charges. 
  

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 “Moody’s” means Moody’s Investors Service, or its successor. 
 “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 Prepayment Amount” means, as of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to any transfer of Subsequent Receivables on such date, an amount equal to the Noteholders’ pro rata share (based on the respective current outstanding principal
amount of each Class of Notes) of the Prepayment Amount; provided, that if the aggregate remaining amount in the Pre-Funding Account is $100,000 or less, such Prepayment Amount will be applied exclusively to reduce the outstanding principal
amount of the Class of Notes then entitled to receive distributions of principal. 
 “Note Purchase Agreement” means the
Note Purchase Agreement dated as of May 23, 2007, 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 Class of Notes 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 the applicable 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 each Class of Notes and the Noteholders’ Interest Carryover Amount, if any for such Distribution Date and each such Class. Interest on the Class A-1
Notes and Class A-4 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
consisting of twelve 30-day months except with respect to the first Interest Period. 
  

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 “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 and the Class A-4 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 consisting of twelve 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period) except with respect to the first Interest
Period. 
 “Noteholders’ Principal Distributable Amount” means, with respect to any Distribution Date, (other than the
Final Scheduled Distribution Date for any Class of Notes), an amount equal to (a) aggregate principal balance of the Notes after all payments have been made on the immediately preceding Distribution Date, minus (b) the Required Pro Forma
Note Balance as of that Distribution Date plus any amounts on deposit in the Pre-Funding Account. 
 “Noteholders’ Regular
Principal Distributable Amount” means, for any Distribution Date, an amount equal to (a) the Noteholders’ Principal Distributable Amount for such Distribution Date, minus (b) the sum of all amounts distributed to Noteholders
pursuant to clauses (v), (vi), (viii), (ix), (xi), (xii), (xiv), (xv), (xvii) and (xviii) under Section 5.7(b) hereof. 
 “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 sum, as of any date, of the aggregate Principal Balance of the Initial Receivables as of the Initial
Cutoff Date, plus the aggregate Principal Balance of the Subsequent Receivables, if any, sold to the Trust, as of their respective Subsequent Cutoff Dates. 
 “Originating Affiliate” means an Affiliate of AmeriCredit that has originated Receivables and assigned its full interest therein to AmeriCredit. 
 “Originator” means any of AmeriCredit and/or Bay View Acceptance Corporation. 
 “Other Conveyed Property” means the Initial Other Conveyed Property and the Subsequent Other Conveyed Property. 
  

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 “Overfunded Capitalized Interest Amount” means: 
 With respect to the July 2007 Distribution Date, the excess of (a) the amount on deposit in the Capitalized Interest Account on such
Distribution Date (after giving effect to the transfer of the Monthly Capitalized Interest Amount to the Collection Account on such date) over (b) the product of (i) 1/360, (ii) the difference between the weighted average of each
Interest Rate (and with respect to the Class A-4 Notes, 5.2312% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months)) and the lesser of (x) 1.75% and (y) the actual interest rate on Eligible
Investments, (iii) 60 and (iv) the amount on deposit in the Pre-Funding Account (excluding Pre-Funding Earnings) at the close of business on June 30, 2007. 
 With respect to the August 2007 Distribution Date, the excess of (a) the amount on deposit in the Capitalized Interest Account on
such Distribution Date (after giving effect to the transfer of the Monthly Capitalized Interest Amount to the Collection Account on such date) over (b) the product of (i) 1/360, (ii) the difference between the weighted average of each
Interest Rate (and with respect to the Class A-4 Notes, 5.2312% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months)) and the lesser of (x) 1.75% and (y) the actual interest rate on Eligible
Investments, (iii) 30 and (iv) the amount on deposit in the Pre-Funding Account (excluding Pre-Funding Earnings) at the close of business on July 31, 2007. 
 With respect to the September 2007 Distribution Date, the amount on deposit in the Capitalized Interest Account on such Distribution Date
(after giving effect to the transfer of the Monthly Capitalized Interest Amount to the Collection Account on such date).] 
 “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 sum of (a) the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) at the end of the preceding calendar month plus (b) any amounts on
deposit in the Pre-Funding Account. 
 “Pre-Funded Amount” means, with respect to any date of determination, the amount on
deposit in the Pre-Funding Account, (exclusive of Pre-Funding Earnings) which initially shall be $54,774,376.39. 
  

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 “Pre-Funding Account” has the meaning specified in Section 5.1. 
 “Pre-Funding Earnings” means any Investment Earnings on amounts on deposit in the Pre-Funding Account. 
 “Prepayment Amount” means the amount deposited in the Note Distribution Account from the Pre-Funding Account on the Mandatory Redemption
Date pursuant to Section 5.9(c) hereof. 
 “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. 
 “Prospectus Supplement” means the prospectus
supplement, dated May 23, 2007, relating to the offering of the Notes, as filed with the Commission. 
 “Purchase
Agreement” means the Purchase Agreement between the Seller and AmeriCredit, dated as of May 24, 2007, pursuant to which the Seller acquires 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
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 Section 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 of Moody’s and Standard & Poor’s shall have been given 10 days’ (or such shorter period as shall be acceptable to each of Moody’s and Standard & Poor’s) prior
notice thereof and that each of Moody’s and Standard & Poor’s 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. 
  

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 “Receivables” means the Initial Receivables listed on Schedule A attached hereto and the
Subsequent Receivables listed on Schedule A to each Subsequent Transfer Agreement (which Schedules may be in the form of microfiche or a disk). 
 “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 lesser of (I) (1) the aggregate Principal Balance of the Receivables, excluding all Liquidated
Receivables and Purchased Receivables, as of the end of the prior calendar month minus (2) the lesser of (A) the sum of (a) 4.50% of the aggregate Principal Balance of the Receivables, excluding all Liquidated Receivables and all
Purchased Receivables at the end of the prior calendar month plus (b) the aggregate, cumulative amount of principal paid to the holders of the Class E Notes pursuant to Section 5.7(b)(xxi) hereof on all prior Distribution Dates minus
(c) the Specified Reserve Balance, or (B) 10.00% of the aggregate Principal Balance of the Receivables, excluding all Liquidated Receivables and all Purchased Receivables, at the end of the prior calendar month or (II) (1) the
aggregate Principal Balance of the Receivables, excluding all Liquidated Receivables and all Purchased Receivables, at the end of the prior calendar month minus (2) 0.75% of the Original 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(b). 
 “Reserve Account Withdrawal Amount” means, with respect to any Distribution Date, the lesser of (x) any shortfall in the amount of
Available Funds available to pay the amounts specified in clauses (i) through (xviii) of Section 5.7(b) (taking into account application of Available Funds to the priority of payments specified in Section 5.7(b) and ignoring any
provision hereof which otherwise limits the amounts described in such clauses to the amount of 

  

 17 








 
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 plus, on any Distribution Date that the amount on deposit in the Reserve Account together with Available Funds, is sufficient to pay all amounts due pursuant to Section 5.7(b)(i) through 5.7(b)(xviii) and the
outstanding principal balance of each Class of Notes, the amount on deposit in the Reserve Account. 
 “Responsible Officer”
means, with respect to any Person, any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or any other officer of such Person customarily
performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with
the particular subject. 
 “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, as shall be amended to reflect the transfer of Subsequent Receivables to the Trust (which Schedule may be in the
form of microfiche or a disk). 
 “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. 
  

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 “Servicing Fee” has the meaning specified in Section 4.8. 
 “Servicing Fee Rate” means 1.25% 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 30 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, 1% of the Original Pool Balance;
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(b) hereof. 
 “Standard & Poor’s” means Standard & Poor’s, a Division of The
McGraw-Hill Companies Inc., or its successor. 
 “Subsequent Cutoff Date” means the date specified in the related Subsequent
Transfer Agreement; provided, however, that such date shall be on or before the related Subsequent Transfer Date. 
 “Subsequent Other Conveyed Property” means all property conveyed by the Seller to the Trust pursuant to Section 2.2(a)(ii) through (a)(ix) of this Agreement and the related Subsequent Transfer Agreement. 
 “Subsequent Purchase Agreement” means an agreement by and between the Seller and AmeriCredit pursuant to which the Seller will acquire
Receivables to be transferred by the Seller to the Issuer as Subsequent Receivables. 
 “Subsequent Receivables” means the
Receivables transferred to the Issuer pursuant to Section 2.2, which shall be listed on Schedule A to the related Subsequent Transfer Agreement. 
 “Subsequent Reserve Account Deposit Amount” means, with respect to each Subsequent Transfer Date, an amount equal to 1.0% of the aggregate principal balance of Subsequent Receivables as of the related
Subsequent Cutoff Date. 
 “Subsequent Transfer Agreement” means the agreement among the Issuer, the Seller and the
Servicer, substantially in the form of Exhibit A. 
 “Subsequent Transfer Date” means, with respect to Subsequent
Receivables, any date, occurring not more frequently than once a month, during the Funding Period on which Subsequent Receivables are to be transferred to the Trust pursuant to this Agreement, and a Subsequent Transfer Agreement is executed and
delivered to the Trust. 
  

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 “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. 
 “Swap Account” has the meaning specified in Section 5.1(h). 
 “Swap Agreement” means the ISDA Master Agreement, dated May 31, 2007, between the Issuer and the Swap Provider, including the
Schedule thereto, the Credit Support Annex thereto, the Confirmation relating to the Class A-4 Notes, together with any replacement swap agreement; provided, that no additional swap agreement shall be a “Swap Agreement” under
the Basic Documents for so long as the Swap Agreement is outstanding without the prior, written consent of the Swap Provider, unless the Swap Agreement has terminated. 
 “Swap Provider” means JPMorgan Chase Bank, National Association, together with any replacement Swap Provider. 
 “Swap Termination Account” has the meaning specified in Section 5.1(a)(v). 
 “Swap Termination Payment” means payments due to the applicable Swap Provider by the Issuer, including interest that may accrue thereon, under the applicable Swap Agreement due to a termination of the applicable Swap
Agreement due to the occurrence of an “event of default” or a “termination event” under the applicable Swap Agreement. 
 “Targeted Class E Note Principal Balance” means (i) prior to the first Distribution Date on which the Aggregate Principal Balance of the Receivables declines to 10% or less of its Original Pool Balance, 3.25% of the
Pool Balance as of the last day of the related Collection Period; and (ii) on and after such Distribution Date, $0. 
 “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 the Originators 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 the Originators. 
 “Titled Third-Party Lender” means a Third-Party Lender 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 the related Originator and
is listed as first lienholder or secured party on the Lien Certificate relating to such Financed Vehicle. 
 “Total Available
Funds means the sum of (x) the Available Funds (after withdrawing amounts deposited in error and depositing Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account
Withdrawal Amount for such Distribution Date. 
  

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 “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 May 9, 2007, between the Seller and the Owner Trustee, as amended and restated as of May 24, 2007, as the same may be amended and supplemented from time to time. 
 “Trust Collateral Agent” means the Person acting as Trust Collateral Agent hereunder, its successors in interest and any successor Trust
Collateral Agent hereunder. 
 “Trust Officer” means, (i) in the case of the Trust Collateral Agent, the chairman or
vice-chairman of the board of directors, any managing director, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, assistant vice president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the Trust Collateral Agent customarily performing functions
similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject, and (ii) in the case of the Owner Trustee, any officer in the corporate trust office of the Owner Trustee or any agent of the Owner Trustee under a power of attorney with direct responsibility for the administration
of this Agreement or any of the Basic Documents on behalf of the Owner Trustee. 
 “Trust Property” means the property and
proceeds conveyed pursuant to Sections 2.1 and 2.2, together with certain monies paid after the Initial Cutoff Date in the case of the Initial Receivables and related Subsequent Cutoff Date, in the case of the Subsequent Receivables, the Swap
Agreement, the Collection Account (including all Eligible Investments therein and all proceeds therefrom), the Pre-Funding Account, the Capitalized Interest 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. 
  

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 SECTION 1.2. Other Definitional Provisions. 
 (a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in the Indenture, or, if not defined therein, in the
Trust Agreement. 
 (b) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and
in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 
 (c) As used in this Agreement, in
any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms
partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this
Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control. 
 (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified;
and the term “including” shall mean “including without limitation.” 
 (e) The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. 
 (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns. 
 ARTICLE II 
 Conveyance of Receivables

 SECTION 2.1. Conveyance of Initial 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 (but without limitation of the Seller’s obligations in this Agreement), all right, title and interest of the Seller in and to, whether now owned or existing or hereafter acquired or arising:

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

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 (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial
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 Initial 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 Initial Receivables; 
 (d) any proceeds from any Initial 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 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). 
 SECTION 2.2. Conveyance of Subsequent Receivables. 
 (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer’s delivery on each related Subsequent Transfer
Date to or upon the order of the Seller of the amount described in Section 5.9(b) to be delivered to the Seller, 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 whether now owned or existing or hereinafter acquired: 
 (i) the Subsequent Receivables listed on Schedule A to the related Subsequent Transfer Agreement and all moneys received thereon after the Subsequent Cutoff Date; 
 (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to such Subsequent Receivables and any other interest of
the Seller in such Financed Vehicles; 
  

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 (iii) any proceeds and the right to receive proceeds with respect to such Subsequent
Receivables from claims on any physical damage, credit life and disability insurance policies covering the related Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; 
 (iv) any proceeds from any Subsequent 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; 
 (v) all rights under any Service Contracts on the related Financed Vehicles: 
 (vi) the related Receivable Files; 
 (vii) all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under each of the Subsequent Purchase Agreements, including the Seller’s rights under
each of the Subsequent Purchase Agreements, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under each of the Subsequent Purchase Agreements, on or after the related Subsequent
Cutoff Date; 
 (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper, (c) Documents,
(d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and 
 (ix) all proceeds and investments with respect to items (i) through (viii). 
 (b) The Seller shall transfer to the Issuer the Subsequent Receivables and the Subsequent Other Conveyed Property only upon the satisfaction of each of
the following conditions on or prior to the related Subsequent Transfer Date: 
 (i) the Seller shall have provided the Trust
Collateral Agent, the Owner Trustee and the Rating Agencies with an Addition Notice not later than five days prior to such Subsequent Transfer Date and shall have provided any information reasonably requested by any of the foregoing with respect to
the Subsequent Receivables; 
 (ii) the Seller shall have delivered to the Owner Trustee and the Trust Collateral Agent a duly
executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the Subsequent Receivables; 
 (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables; 
 (iv) as of each Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller shall be insolvent and shall not become insolvent as
a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) neither AmeriCredit nor the Seller shall intend to incur or believe that it shall incur debts that would be beyond 

  

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its ability to pay as such debts mature, (C) such transfer shall not have been made with actual intent to hinder, delay or defraud any Person and
(D) the assets of AmeriCredit or the Seller, as the case may be, shall not constitute unreasonably small capital to carry out its business as conducted; 
 (v) the Funding Period shall not have terminated; 
 (vi) the Receivables transferred to the Trust pursuant hereto shall meet the following criteria, as such information is provided to the
Trust Collateral Agent by the Servicer: (A) each Receivable is secured by a new or used vehicle; (B) each Receivable provides for level monthly payments (except for the initial down payment, which may be different from the level payments)
that fully amortize the amount financed over the original term to maturity of the Receivable; (C) each Receivable is a precomputed Receivable or a simple interest Receivable; (D) the remaining term of each such Receivable shall not be more
than 96 months; (E) the original term of each such Receivable shall not be more than 96 monthly payments; (F) each such Receivable shall have a remaining Principal Balance of at least $250 and not more than $150,000; (G) each such
Receivable shall have an Annual Percentage Rate of at least 1% and not more than 28%; (H) no such Receivable shall be more than 30 days past due; (I) no funds shall have been advanced by the Originators, any Originating Affiliate, any
Dealer, any Third-Party Lender, or anyone acting on behalf of any of them in order to cause any such Receivable to qualify under clause (H), above; (J) the related Obligor of each such Receivable shall have had a billing address in the United
States as of the date of origination of the related Receivable, shall be a natural person and shall not be an Affiliate of any party to this Agreement; (K) each such Receivable shall be denominated in, and the related Contract shall provide for
payment in, United States dollars; (L) each such Receivable shall be identified on the Servicer’s master servicing records as a retail automobile installment sales contract; (M) each such Receivable shall arise under a Contract which
is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under this Agreement, including, without
limitation, its right to review the Contract; (N) each such Receivable shall arise under a Contract with respect to which the related Originator 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 shall have occurred. In addition, after giving effect to any transfer of Subsequent Receivables on a Subsequent Transfer Date, all Receivables
transferred to the Trust pursuant hereto on or prior to that Subsequent Transfer Date shall meet the following criteria (based on the characteristics of the Initial Receivables on the Initial Cutoff Date and the Subsequent Receivables on the related
Subsequent Cutoff Dates), as such information is provided to the Trust Collateral Agent by the Servicer: (S) the weighted average annual percentage rate of all Receivables (calculated by Aggregate Principal Balance) which have been transferred
to the Issuer is not less than 10.00%; (T) the weighted average credit bureau score of all Receivables (calculated by Aggregate Principal Balance) which have been transferred to the Issuer is not less than 707; (U) the weighted average
original term of all Receivables (calculated by Aggregate Principal Balance) which have been transferred to the Issuer is not more than 79 months; (V) not more than 2% of all Receivables which have been 

  

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transferred to the Issuer shall be “electronic chattel paper” (as such term is defined in the UCC); (W) no automobile related to a Receivable
was held in repossession as of the Cutoff Date; (X) no obligor was in bankruptcy as of the Cutoff Date; (Y) neither AmeriCredit nor the Seller has selected the Receivables in a manner that either of them believes is adverse to the
interests of the Noteholders; and (Z) any variation in the overall composition or characteristics of the Initial Receivables and the pool of Receivables as a whole after giving effect to the transfer of the Subsequent Receivables on such
Subsequent Transfer Date shall not be material; 
 (vii) each of the representations and warranties made by the Seller
pursuant to Section 3.1 with respect to the Subsequent Receivables to be transferred on such Subsequent Transfer Date shall be true and correct as of the related Subsequent Transfer Date, and the Seller shall have performed all obligations to
be performed by it hereunder on or prior to such Subsequent Transfer Date and each of the conditions under the Subsequent Purchase Agreement shall have been satisfied or waived as provided therein; 
 (viii) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date indicate in its computer files that the
Subsequent Receivables identified in the Subsequent Transfer Agreement have been sold to the Trust pursuant to this Agreement; 
 (ix) the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Trust in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the
Collateral; 
 (x) no selection procedures adverse to the interests of the Noteholders shall have been utilized in selecting
the Subsequent Receivables; 
 (xi) for federal income tax purposes, the addition of any such Subsequent Receivables shall not
cause the Notes to fail to qualify as indebtedness or cause the Issuer to be characterized as an association (or publicly traded partnership) taxable as a corporation; 
 (xii) AmeriCredit and the Seller shall have delivered to the Trust Collateral Agent the Opinion of Counsel required by
Section 12.2(h)(1) as well as Opinions of Counsel relating to certain security interest and UCC matters under Delaware law and certain security interest and UCC matters under Nevada law; and 
 (xiii) the Seller shall have delivered to the Trust Collateral Agent an Officers’ Certificate confirming the satisfaction of each
condition precedent specified in this paragraph (b). 
 The Seller covenants that in the event any of the foregoing conditions precedent are
not satisfied with respect to any Subsequent Receivable on the date required as specified above, the Seller will immediately repurchase such Subsequent Receivable from the Trust, at a price equal to the Purchase Amount thereof, in the manner
specified in Section 4.7 
  

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 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 Sections 2.1 and 2.2, 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 Notes or Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to this Agreement, have been paid, release any remaining
portion of the Trust Property to the Seller. 
 SECTION 2.4. Intention of the Parties. 
 The execution and delivery of this Agreement or any Subsequent Transfer Agreement shall constitute an acknowledgment by the Seller and the Issuer that
they intend that the assignment and transfer herein or therein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and Other Conveyed Property, for non-tax purposes, conveying good title thereto free and
clear of any Liens, from the Seller to the Issuer, and that the Receivables and the Other Conveyed Property shall not be a part of the Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the event that such conveyance is determined to be made as security for a loan
made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right, title and interest in and to the following property, whether now owned or
existing or hereafter acquired or arising, and this Agreement and each Subsequent Transfer Agreement shall constitute a security agreement under applicable law (collectively, the “Sale and Servicing Agreement Collateral”): 
 (i) the Initial Receivables and all moneys received thereon after the Initial Cutoff Date and the Subsequent Receivables and all moneys
received thereon after the related Subsequent Cutoff Date; 
  

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 (ii) 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; 
 (iii) 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; 
 (iv) 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; 
 (v) all rights under any Service Contracts on the related Financed Vehicles; 
 (vi) the related Receivables Files; 
 (vii) 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 and each Subsequent Purchase Agreement, including the
Seller’s rights under the Purchase Agreement and each Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement and each
Subsequent Purchase Agreement; 
 (viii) all of the Seller’s (a) Accounts, (b) Chattel Paper,
(c) Documents, (d) Instruments and (e) General Intangibles (as such terms are defined in the UCC) relating to the property described in (i) through (vii); and 
 (ix) all proceeds and investments with respect to items (i) through (viii). 
 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, in the case of the Initial Receivables, and as of the related Subsequent Transfer Date, in the case of the Subsequent Receivables, 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. 
  

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 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 Sections 2.1 and 2.2 of this
Agreement, the Seller conveyed (or will convey) 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 and each Subsequent Purchase Agreement
including the Seller’s rights under the Purchase Agreement and each Subsequent Purchase Agreement and the delivery requirements, representations and warranties and the cure or repurchase obligations of AmeriCredit thereunder. The Seller hereby
represents and warrants to the Trust that such assignment is or will be valid, enforceable and effective to permit the Trust to enforce such obligations of AmeriCredit under the Purchase Agreement and each Subsequent 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. 
  

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 SECTION 3.3. Custody of Receivable 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 May 24, 2007, 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 or control (the “Receivable Files”)
which shall be delivered to the Custodian as agent of the Trust Collateral Agent on or before the Closing Date in the case of the Initial Receivables and as of the Subsequent Transfer Date in the case of the Subsequent Receivables: 
 (i) The fully executed original (or with respect to “electronic chattel paper”, the authoritative copy) of the Contract; and

 (ii) The Lien Certificate (when received), and otherwise such documents, if any, that the Originators keep on file in
accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Originators (or an Originating Affiliate or a Titled Third-Party Lender) as first lienholder or secured party
(including any Lien Certificate received by the Originators), or, if such Lien Certificate has not yet been received, a copy of the application therefor, showing the Originators (or an Originating Affiliate 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 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. 
  

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 ARTICLE IV 
 Administration and Servicing of Receivables 
 SECTION 4.1. Duties of the 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. 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, 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 (if applicable) with respect to the Financed Vehicles and performing the other duties specified herein. 
 The Servicer, or if
AmeriCredit is no longer the Servicer, the related Originator, 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. 
 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 

  

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be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party
or claimant, and the Servicer is authorized and empowered by the Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such
proceeding. The Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take
any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. 
 SECTION 4.2. Collection of Receivable Payments; Modifications of Receivables. 
 (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. 
 (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 
  

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 (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. 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. 
 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. 
 In the event of a termination of the Servicer, the successor Servicer shall open and maintain a new lockbox account as provided in Section 9.2. In the event that the Majority Noteholders elect to change the
identity of the Lockbox Bank, the outgoing Servicer, at its expense, shall cause the Lockbox Bank to deliver, at the direction of the Majority Noteholders to the Trust Collateral Agent or a successor Lockbox Bank, all documents and records relating
to the Receivables and all amounts held (or thereafter received) by the Lockbox Bank (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of the lockbox arrangements and
the Servicer shall notify the Obligors to make payments to the Lockbox established by the successor. 
 (e) The Servicer shall remit all
payments by or on behalf of the Obligors received directly by the Servicer to the Lockbox Bank 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 

  

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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) 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 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, 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. 
 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; provided, however, that the Servicer may elect not to repossess a Financed Vehicle 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 expects in its sole 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 

  

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Obligor or any amounts received from the related Dealer or Third-Party Lender, which amounts in reimbursement may be retained by the Servicer (and shall not
be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to
reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable. 
 (b) If the Servicer, 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 30
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 sum of the number of Initial Receivables and Subsequent Receivables 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 30 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 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. 
  

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 SECTION 4.4. Insurance. 
 (a) The Servicer shall require, in accordance with its customary servicing policies and procedures, that each Financed Vehicle be insured by the related
Obligor under the Insurance Policies referred to in Paragraph 27 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 the related Originator (or an Originating Affiliate 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 27 (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. The Servicer will cause itself, the Originators, an Originating Affiliate or a Titled Third-Party Lender, and may
cause the Trust Collateral Agent, to be named as named insured under all policies of Collateral Insurance. 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 

  

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Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance
Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of
the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to
which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer. 
 (d) The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy,
the act of commencement shall be deemed to be an automatic assignment of the rights of the Trust under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that
the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Owner Trustee and/or the Trust Collateral Agent, at the Servicer’s expense, or the
Seller, at the Seller’s expense, shall take such steps as the Servicer deems necessary to enforce such Insurance Policy, including bringing suit in its name or the name of the Trust and the Owner Trustee and/or the Trust Collateral Agent for
the benefit of the Noteholders. 
 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 the Originators (or an Originating Affiliate 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. 
  

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 AmeriCredit hereby agrees to pay all expenses related to such perfection or reperfection and to take all
action necessary therefor. AmeriCredit hereby appoints the Trust Collateral Agent as its attorney-in-fact to take any and all steps required to be performed by AmeriCredit pursuant to this Section 4.5(b) (it being understood that and agreed
that the Trust Collateral Agent shall have no obligation to take such steps with respect to all perfection or reperfection, except as pursuant to the Basic Documents to which it is a party and to which AmeriCredit has paid all expenses), including
execution of 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 the Originators. 
 SECTION 4.7. Purchase of Receivables Upon Breach of Covenant. Upon
discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or 

  

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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 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 or the Subsequent Transfer Date as applicable, 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 or the Subsequent Transfer
Date as applicable. 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 the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be 

  

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AmeriCredit, a successor to AmeriCredit as Servicer including the Backup Servicer permitted by Section 9.3 shall not be liable for taxes levied or
assessed against the Trust or claims against the Trust in respect of indemnification, or the fees and expenses referred to above. 
 SECTION
4.9. Servicer’s Certificate. 
 No later than 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, the Swap Provider 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 Section 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 Trust Collateral Agent to send the statements to Noteholders required
by Section 5.10, and (iv) all information necessary to enable the Trust Collateral Agent to reconcile the aggregate cash flows, the Collection Account for the related Collection Period and Distribution Date, including the accounting
required by Section 5.10. 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, 2008, 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. 
  

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 (c) The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on
March 31, 2008, a report regarding the Servicer’s assessment of compliance with certain 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) To the extent required by Regulation AB, 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, 2008, a report regarding such party’s
assessment of compliance with certain 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 Bank, National Association 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, that to the extent it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to
ensure compliance with the requirements of Section 4.10(d) and 4.11(b) hereof and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by March 15 of each calendar year. 
 SECTION 4.11. Annual Independent Public Accountants’ Reports. 
 (a) The Servicer shall cause a firm of nationally recognized independent certified public accountants (the “Independent Accountants”), who may also render other services to the Servicer or 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, 2008, 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) Each party required to deliver an assessment of compliance
described in section 4.10(d) shall cause Independent Accountants, who may also render other services to such party or its Affiliates, to deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the 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, 2008, a report, dated as of December 31 of the preceding calendar year, addressed to
the board of directors of such party, providing its attestation report on the servicing assessment delivered pursuant to Section 4.10(d), 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. 
  

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 (c) 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, 2008, 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 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 Trust Collateral Agent and the Backup Servicer a computer tape and a diskette (or any other electronic transmission acceptable
to the Trust Collateral Agent and the Backup Servicer) in a format acceptable to the Trust Collateral Agent and the Backup Servicer containing the information with respect to the Receivables as of the preceding Accounting Date necessary for
preparation of the Servicer’s Certificate relating to the immediately preceding Determination Date and necessary to review the application of collections as provided in Section 5.4 (the “Monthly Tape”). The Backup Servicer
shall use such tape or diskette (or other electronic transmission acceptable to the Trust Collateral Agent and the Backup Servicer) to confirm that such tape, diskette or other electronic transmission is in readable form and confirm the Pool
Balance. In addition, upon the occurrence of a Servicer Termination Event the Servicer shall, if so requested by the Controlling Party, deliver to the Backup Servicer or any successor Servicer its Collection Records and its Monthly Records within 15
days after demand therefor and a computer tape containing as of the close of business on the date of demand all of the data maintained by the Servicer in computer format in connection with servicing the Receivables. Other than the duties
specifically set forth in this Agreement, the Backup Servicer shall have no obligations hereunder, including, without limitation, to supervise, verify, monitor or administer the performance of the Servicer. The Backup Servicer shall have no
liability for any actions taken or omitted by the Servicer. 
  

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 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. 
 (iv) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account
(the “Pre-Funding 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 Pre-Funding Account shall initially be
established with the Trust Collateral Agent. 
 (v) Upon receipt by the Issuer of a Swap Termination Payment, the Trust
Collateral Agent, on behalf of the Noteholders, shall establish and maintain an Eligible Deposit Account (the “Swap Termination 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. 
 (b) Funds on deposit in the Collection Account, the Reserve Account,
the Note Distribution Account, the Pre-Funding Account, the Capitalized Interest Account and the Swap Termination 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 

  

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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 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) in the Collection Account on each Distribution Date by the Trust Collateral Agent and applied as Available Funds on such Distribution
Date, 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 is continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of
Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts
in the investment described in clause (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 

  

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any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust
Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. 
 (ii) With respect to the Trust Account Property, the Trust Collateral Agent agrees that: 
 (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as
otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto; 

(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with
paragraph (a) of the 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; 
 (E) any Trust Account Property that is an “uncertificated security” or a “security entitlement” 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; and 
 (F) any cash that
is Trust Account Property shall be considered a “financial asset” under Article 8 of the UCC. 
 (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. 
 (h) The Trust Collateral Agent acknowledges that, pursuant to the provisions of the Swap Agreement, the Swap Provider may be required to post collateral
with the Trust Collateral 

  

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Agent to secure the Swap Provider’s obligations under the Swap Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible
Deposit Account (the “Swap Account”) to hold such collateral, at the direction of the Servicer or the Controlling Party if the Swap Provider is required to post Collateral to secure the obligations under the Swap Agreement. The
Trust Collateral Agent further agrees to follow such written instructions relating to the administration of, and transfers from, such account, as may be delivered by (i) the Servicer (with the consent of the Controlling Party) or (ii) the
Controlling Party, in each case subject to and in accordance with the terms of Swap Agreement. 
 (i) To the extent that (i) the funds
available in the Swap Termination Account exceed the costs of entering into a Replacement Swap Agreement or (ii) the Issuer determines not to replace the Swap Agreement and the Rating Agency Condition is met with respect to such determination,
the amounts in the Swap Termination Account (other than funds used to pay the costs of entering into a Replacement Swap Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in
Section 5.7(b) on the following Distribution Date. In any other situation, amounts on deposit in the Swap Termination Account at any time shall be invested pursuant to 5.1(b) and on each Distribution Date after the creation of a Swap
Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (iv) of Section 5.7(b), provided that in no event will the amount withdrawn from the Swap Termination
Account on such Distribution Date exceed the amount of net swap payments that would have been required to be paid on such Distribution Date under the terminated Swap Agreement had there been no termination of such transaction. Any amounts remaining
in the Swap Termination Account after payment in full of the Class A-4 Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(b) on the following Distribution Date.

 SECTION 5.2. Capitalized Interest Account. 
 (a) The Servicer shall cause the Trust Collateral Agent to establish and maintain an Eligible Deposit Account (the “Capitalized Interest Account”) with the Trust Collateral Agent, bearing a
designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders. 
 On or prior to the
Closing Date, the Seller shall deposit an amount equal to the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. 
 (b) (i) On the Distribution Dates occurring in July 2007, August 2007 and September 2007, the Trust Collateral Agent shall withdraw at the written direction of the Servicer from the Capitalized Interest Account the Monthly Capitalized
Interest Amount for such Distribution Date and deposit such amount in the Collection Account as further provided in Section 5.7. 
 (ii)
On the Distribution Dates occurring July 2007, August 2007 and September 2007, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Capitalized Interest Account and pay the Seller on such Distribution Date an
amount equal to the Overfunded Capitalized Interest Amount for such Distribution Date. On the Distribution Date on or immediately following the end of the Funding Period, the Overfunded Capitalized Interest Amount shall be remitted by the Trust
Collateral Agent to the Seller. Upon any such distribution to the Seller, the Noteholders and the Certificateholders will have no further rights in, or claims to, such amount. 
  

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 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(b)(ii) 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 deposited in the
Collection Account but that do not relate to (i) principal and interest payments due on the Receivables and (ii) any fees or expenses related to extensions due on the Receivables. 
 SECTION 5.4. Application of Collections. All collections for the Collection Period shall be applied by the Servicer as follows: 
 With respect to each Receivable (other than a Purchased Receivable 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(b). 
 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. 
 (c) Net payments received from the Swap Provider, if
any, shall be deposited by the Trust Collateral Agent in the Collection Account. 
 SECTION 5.7. Distributions. 
 (a) No later than 11:00 a.m. New York time on each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the
Servicer’s Certificate delivered on the related Determination Date) cause to be made the following transfers and distributions in the amounts set forth in the Servicer’s Certificate for such Distribution Date: 
 (i) During the Funding Period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the
Monthly Capitalized Interest Amount for such Distribution Date; and 
  

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 (ii) If such Distribution Date is the Mandatory Redemption Date, the Prepayment Amount
(as defined in Section 5.9(c)), to the Note Distribution Account. 
 (b) 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) distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the
sources of funds stated to be available therefor, and in the following order of priority: 
 (i) from the Total Available
Funds and amounts withdrawn from the Swap Termination Account (if any), to the Swap Provider, net payments (excluding Swap Termination Payments) due to it under the Swap Agreement; 
 (ii) from the Total Available Funds and amounts withdrawn from the Swap Termination Account (if any), 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, (4) to the extent the Servicer has not reimbursed itself in respect
of such amounts pursuant to Section 5.3 and to the extent not retained by the Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments
due on the Receivables and (y) 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; 
 (iii) from the Total Available Funds and amounts withdrawn from the Swap Termination Account (if any), to each of the Trustee, the Trust
Collateral Agent, the Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer and
provided that such fees, expenses and indemnities shall not exceed (w) $100,000 in the aggregate in any calendar year to the Owner Trustee and (x) $300,000 in the aggregate in any calendar year to the Trust Collateral Agent, the Backup
Servicer and the Trustee); 
 (iv) from the Total Available Funds, pari passu, (a) to the Class A
Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date and (b) to the Swap Provider, Swap Termination Payments (so long as the Swap Provider is not a defaulting
party or the sole affected party with respect to termination of the Swap Agreement); 
 (v) from the Total Available Funds,
for distribution as provided in paragraph (c) below, the Class A Principal Parity Amount; 
 (vi) from the Total
Available Funds, for distribution as provided in paragraph (c) below, any Matured Principal Shortfall on account of the Class A Notes; 
  

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 (vii) from the Total Available Funds, to the Class B Noteholders, the Noteholders’
Interest Distributable Amount for the Class B Notes for such Distribution Date; 
 (viii) from the Total Available Funds, for
distribution as provided in paragraph (c) below, the Class B Principal Parity Amount; 
 (ix) from the Total Available
Funds, for distribution as provided in paragraph (c) below, any Matured Principal Shortfall on account of the Class B Notes; 
 (x) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; 
 (xi) from the Total Available Funds, for distribution as provided in paragraph (c) below, the Class C Principal Parity Amount;

 (xii) from the Total Available Funds, for distribution as provided in paragraph (c) below, any Matured Principal
Shortfall on account of the Class C Notes; 
 (xiii) from the Total Available Funds, to the Class D Noteholders, the
Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; 
 (xiv) from the Total
Available Funds, for distribution as provided in paragraph (c) below, the Class D Principal Parity Amount; 
 (xv) from
the Total Available Funds, for distribution as provided in paragraph (c) below, any Matured Principal Shortfall on account of the Class D Notes; 
 (xvi) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; 
 (xvii) from the Total Available Funds, for distribution as provided in paragraph (c) below, the Class E Principal Parity Amount;

 (xviii) from the Total Available Funds, for distribution as provided in paragraph (c) below, any Matured Principal
Shortfall on account of the Class E Notes; 
 (xix) from the Total Available Funds, to the Reserve Account, the Reserve
Account Deposit Amount for such Distribution Date; 
 (xx) from the Total Available Funds, for distribution as provided in
paragraph (c) below, the Noteholders’ Regular Principal Distributable Amount; 
  

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 (xxi) from the Total Available Funds, to the Class E Noteholders, all remaining amounts,
until the outstanding principal balance of the Class E Notes has been reduced to the Targeted Class E Principal Balance; 
 (xxii) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the 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) and (iii) above; 
 (xxiii) from the Total
Available Funds, to the Swap Provider, any unpaid Swap Termination Payments; and 
 (xxiv) from the Total Available Funds, to
the Certificateholders, the aggregate amount remaining in the Collection Account. 
 (c) On (i) the Distribution Date on or immediately
following the last day of the Funding Period, the Trust Collateral Agent shall apply or cause to be applied from the Note Distribution Account, the Prepayment Amount to each Class of Notes the related Note Prepayment Amount (if any) and
(ii) each Distribution Date the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (v), (vi), (viii), (ix), (xi), (xii), (xiv), (xv), (xvii), (xviii) and (xx) of paragraph
(b) 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 A-4 Noteholders in reduction of the remaining
principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero; 
 (v) 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; 
 (vi) 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; 
  

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 (vii) 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; 
 (viii) 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(iii), 5.1(iv), 5.1(v) or 5.1(vi) of the
Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Collection Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the
Indenture. 
 (d) On each Distribution Date, the Trust Collateral Agent shall send to each Noteholder the statement provided to the Trust
Collateral Agent by the Servicer pursuant to Section 5.10 hereof on such Distribution Date. 
 (e) 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(b) and 5.7(c) on the related Distribution Date.

 (f) 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 (f). 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. 
 (g) 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 and such Holder’s Notes in the aggregate evidence a denomination of not less
than $1,000,000 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 

  

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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. 
 (h) Subject to Section 5.1 and this section, monies
received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be
liable for any interest thereon. 
 SECTION 5.8. Reserve Account. 
 (a) (i) On the Closing Date, the Seller shall deposit the Specified Reserve Balance into the Reserve Account. Amounts held from time to time in the
Reserve Account shall be held by the Trust Collateral Agent for the benefit of the Noteholders. 
 (ii) The Seller may, from
time to time after the date hereof, request each Rating Agency to approve a formula for determining the Specified Reserve Balance that is different from the formula set forth herein, which may result in a decrease in the amount of the Specified
Reserve Balance or change the manner by which the Reserve Account is funded. 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(b) deposit in the Reserve Account the
Reserve Account Deposit Amount pursuant to Section 5.7(b)(xix), and (B) if the amount on deposit in the Reserve Account, after giving effect to all other deposits thereto and withdrawals therefrom to be made on such Distribution Date is
greater than the Specified Reserve Balance, in which case the Trust Collateral Agent shall distribute the amount such excess to the Certificateholder 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. 
  

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 (c) Amounts properly received by the Certificateholders pursuant to this Agreement shall not be available
to the Trust Collateral Agent or the Trust for the purpose of making deposits to the Reserve Account, or making payments to the Noteholders, nor shall the Certificateholders be required to refund any amount properly received by it. 
 SECTION 5.9. Pre-Funding Account. 
 (a) On the Closing Date, the Trust Collateral Agent will deposit, on behalf of and at the written direction of the Seller, in the Pre-Funding Account $54,744,376.39 from the proceeds of the sale of the Notes. 
 (b) On each Subsequent Transfer Date, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Pre-Funding Account an
amount equal to 99.50% of the Principal Balance of the Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date and, upon satisfaction of the conditions set forth in this Agreement with respect to such transfer, (i) to
deposit in the Reserve Account an amount equal to the related Subsequent Reserve Account Deposit Amount and (ii) to distribute the balance of the amount withdrawn from the Pre-Funding Account to or upon the order of the Seller. 
 (c) If the Pre-Funded Amount has not been reduced to zero on the date on which the Funding Period ends after giving effect to any reductions in the
Pre-Funded Amount on such date, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Pre-Funding Account on the Mandatory Redemption Date the remaining Pre-Funded Amount (exclusive of any Pre-Funding Earnings) (the
“Prepayment Amount”) and deposit such amount in the Note Distribution Account. 
 SECTION 5.10. 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 to the Certificateholder; 
 (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; 
  

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 (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, if any, and the change in that amount from the preceding statement; 
 (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; 
 (x)
for Distribution Dates during the Funding Period, the remaining Pre-Funded Amount and the amount remaining in the Capitalized Interest Account, if any; 
 (xi) the aggregate Sale Amounts for Sold Receivables, if any, that were sold by the Issuer in such period; and 
 (xii) for the final Subsequent Transfer Date, the amount of any remaining Pre-Funded Amount that has not been used to fund the purchase of Subsequent Receivables and will be passed through as principal to Noteholders.

 Each amount set forth pursuant to paragraph (i), (ii), (iii), (iv) and (vi) 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 available each month to each
Noteholder the statements referred to in Section 5.10(a) above (and certain other documents, reports and information regarding the Receivables provided by the Servicer from time to time) via the Trust Collateral Agent’s internet website
with the use of a password provided by the Trust Collateral Agent. The Trust Collateral Agent’s internet website will be located at www. CTSLink.com or at such other address as the Trust Collateral Agent shall notify the Noteholders from time
to time. For assistance with regard to this service, Noteholders can call the Trust Collateral Agent’s Corporate Trust Office at (866) 846-4526. The Trust Collateral Agent shall have the right to change the way the statements referred to
in Section 5.10(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. 
 SECTION 5.11. Determination of LIBOR. 
 The Trust Collateral Agent will determine LIBOR for purposes of calculating the Interest Rate for the Class A-4 Notes on May 29, 2007 for the period from the Closing Date to the first Distribution Date, and for each given Interest
Period thereafter, on the second London Business Day prior to the Distribution Date on which such Interest Period begins (each, a “LIBOR Determination Date”). For purposes of calculating LIBOR, a “London Business
Day” means a day on which banking institutions in the City of London, England are not required or authorized by law to be closed. 
  

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 “LIBOR” means, the rate for deposits in U.S. Dollars, for a period equal to one month,
which appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date. If such rate does not appear on the Dow Jones Market Service Page 3750, the rate for that Interest
Period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any four major banks in the London interbank market selected by the calculation agent at approximately 11:00 a.m., London time, on the related LIBOR
Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Period in the relevant market at the relevant time. The Trust Collateral Agent, as calculation agent, will
request the principal London office of each of those four banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Interest Period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Interest Period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the Trust Collateral Agent, as calculation agent, at approximately 11:00 a.m., New
York City time, on the LIBOR Determination Date with respect to such Interest Period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the first day of such Interest Period and in an amount that is
representative for a single such transaction in the relevant market at the relevant time. 
 “Dow Jones Market Service Page
3750” is the display page named on the Dow Jones Telerate Services (or any other page that replaces that page on that service for the purpose of displaying comparable name or rates). 
 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, in the case of the Initial Receivables, and as of
the applicable Subsequent Transfer Date, in the case of the Subsequent Receivables, 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 

  

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power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and
had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property transferred to the Trust. 
 (c) Due Qualification. The Seller is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary
licenses and approvals in all jurisdictions where the failure to do so would materially and adversely affect Seller’s ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the validity
or enforceability of the Receivables and the Other Conveyed Property or to perform Seller’s obligations hereunder and under the Seller’s Basic Documents. 
 (d) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Basic Documents and to carry out its terms and their terms, respectively; the Seller has full power
and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and has duly authorized such sale and assignment to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the Seller’s Basic Documents have been duly authorized by the Seller by all necessary corporate action. 
 (e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property, enforceable against the Seller and creditors of and
purchasers from the Seller; and this Agreement and the Seller’s Basic Documents, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of
whether such enforceability is considered in a proceeding in equity or at law. 
 (f) No Violation. The consummation of the
transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or
without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or
result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation
applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties. 
 (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 Notes or the consummation of any of the 

  

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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 Notes. 
 (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. 
 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, any Subsequent Transfer 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; 
  

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 (v) all transactions and dealings between the Seller and its Affiliates will be conducted
on an arm’s-length basis; and 
 (vi) the Seller shall pay from its assets all obligations and indebtedness of any kind
incurred by the Seller. 
 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 Issuer, 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 or activities 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 or intangible personal property,
privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. 

(b) The Seller shall indemnify, defend and hold harmless the Owner Trustee, 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 Trust, 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. 
  

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 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 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. 
  

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 ARTICLE VIII 
 The Servicer 
 SECTION 8.1. Representations of Servicer. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Receivables, and as of the
applicable Subsequent Transfer Date, in the case of the Subsequent Receivables, 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 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, is 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 

  

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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 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 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; 
 (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 governmental authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement which has not already been obtained. 
 SECTION 8.2. Liability of Servicer;
Indemnities. 
 (a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this
Agreement specifically undertaken by the Servicer and the representations made by the Servicer. 
 (b) The Servicer shall defend, indemnify
and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer, their respective officers, directors, agents and employees, and the Noteholders from and against any and all costs, expenses, losses,
damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle;

 (c) AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the
Backup Servicer, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in
this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any 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; 
 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, 

  

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agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may
at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but
not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and
costs and expenses in defending against the same; and 
 (d) The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee,
the Trust Collateral Agent, the Owner Trustee, the Backup Servicer, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation, to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the Trust, the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer or the Noteholders by reason of the breach of this Agreement by the Servicer, the negligence, misfeasance, or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement. 
 (e) AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust
Collateral Agent, the Owner Trustee, the Backup Servicer, their respective officers, directors, agents and employees and the Noteholders from and against any loss, liability or expense incurred by reason of the violation by Servicer or Seller of
federal or state securities laws in connection with the registration or the sale of the 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) 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(b) of this Agreement. 
 (h) When the Trustee, the Trust 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 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup
Servicer. 
 (a) AmeriCredit shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets
as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s business unless, after the merger, 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 8.4. Limitation on Liability of Servicer, Backup Servicer and Others. 
 (a) Neither AmeriCredit, the Backup Servicer nor any of the directors or officers or employees or agents of AmeriCredit or Backup Servicer shall be under
any liability to the Trust or the Noteholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision 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 

  

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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. 
 SECTION 8.5. Delegation of Duties. The Servicer may delegate duties
under this Agreement to an Affiliate of the Servicer 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 8.5 shall relieve the Servicer of its responsibility with respect to
such duties. 
 SECTION 8.6. Servicer and Backup Servicer Not to Resign. Subject to the provisions of Section 8.4, 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, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders, and (iii) if Wells Fargo Bank,
National Association, resigns as Trustee under the Indenture it will no longer be the Backup Servicer. 
 ARTICLE IX 
 Default 
 SECTION 9.1. Servicer
Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”: 
 (a) Any failure by the Servicer to deliver to the Trust Collateral Agent for distribution to Noteholders any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of two
Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Trust Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; 
  

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 (b) Failure by the Servicer to deliver to the Trust Collateral Agent the Servicer’s Certificate by
the first Business Day prior to the 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. 
  

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 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 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 successor Servicer to service the Receivables and the Other Conveyed
Property. The successor Servicer shall 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. The terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated
Servicer’s expense. 
 SECTION 9.3. Appointment of Successor. 
 (a) On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to
Section 8.6; (i) the Backup Servicer (unless the Controlling Party shall have exercised its option pursuant to Section 9.3(b) to appoint an alternate successor 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 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 the Trust Collateral Agent, AmeriCredit, the Seller, the Person then
serving as Backup Servicer, any Noteholders or any other Person if it does so. Notwithstanding the above, if the Backup Servicer shall be legally unable or unwilling to act as Servicer, the Backup Servicer, the Trust Collateral Agent or a Note
Majority may petition a court of competent jurisdiction to appoint any eligible servicer as the successor to the Servicer. Pending appointment pursuant to the preceding sentence, the Backup Servicer shall act as successor Servicer unless it is
legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment. Subject to Section 8.6, no provision of this Agreement shall be construed as
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 8.6. If upon the termination of the
Servicer pursuant to Section 9.2 or the resignation of the Servicer pursuant to Section 8.6, the Majority Noteholders appoint a successor Servicer other than the Backup Servicer, the Backup Servicer shall not be relieved of its duties as
Backup Servicer hereunder. 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 as a result of the Backup Servicer’s refusal (in breach of the terms of this Agreement) to act as Servicer although it is legally able to do so, the Seller and such
successor Servicer may agree on reasonable additional compensation to be paid to such successor Servicer; provided, however, it being understood and agreed that the Seller shall give prior notice to the Backup Servicer with respect to the
appointment of such successor and the payment of additional compensation, if any. If any successor Servicer is appointed for any reason other than the Backup Servicer’s refusal to act as Servicer although legally able to do so, the Majority
Noteholders and such successor Servicer may agree on additional compensation to be paid to such successor Servicer, which additional compensation shall in no event exceed $150,000 in the aggregate. 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. 
  

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 (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 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(b) of this Agreement.

 SECTION 9.4. Notification to Noteholders. Upon any termination of, or appointment of a successor to, the Servicer, the Trust
Collateral Agent shall give prompt written notice thereof to each Noteholder, the Swap Provider and to the Rating Agencies. 
 SECTION 9.5.
Waiver of Past Defaults. The Majority Noteholders may, on behalf of all Noteholders, waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default
shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Basic Documents. No such waiver shall extend to any subsequent or other default or impair
any right consequent thereto. 
 ARTICLE X 
 Termination 
 SECTION 10.1. Optional Purchase of All Receivables. 
 (a) 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, and interest then due and payable on the Notes. To exercise such option, the Servicer or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the
Collection Account an amount equal to the greater of (i) the amount necessary to pay amounts due and unpaid to the Swap Provider under the Swap Agreement and the amount necessary to pay the full amount of principal and interest then due and
payable on the Notes and (ii) the aggregate Purchase Amount for the Receivables (including Liquidated Receivables), plus the appraised value of any other property held by the Trust, such value to be determined by the Servicer, or if the Trust
Collateral Agent reasonably believes that there is a material error in the Servicer’s calculation, 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.

  

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 (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of the Trust Agreement, the
Servicer shall instruct the Trust Collateral Agent to deposit the proceeds from such sale after all payments and reserves therefrom (including the expenses of such sale) have been made (the “Insolvency Proceeds”) in the Collection
Account. 
 (c) Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, the Backup Servicer,
the Trust Collateral Agent and the Rating Agencies as soon as practicable after the Servicer has received notice thereof. 
 (d) Following
the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights
of, and assume the obligations of, the Trust Collateral Agent pursuant to this Agreement. 
 ARTICLE XI 
 Administrative Duties of the Servicer 
 SECTION 11.1. Administrative Duties. 
 (a) Duties with Respect to the Indenture. The Servicer shall perform all its
duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the
performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other
appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take
all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

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

  

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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 set forth in Section 5.1(a) and (b) of the Trust Agreement with respect to, among other things, accounting and reports to Owners (as defined in the Trust Agreement); provided, however, that once prepared
by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. 
 (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed
in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents. 
 (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer may enter into transactions
with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Servicer’s opinion, no
less favorable to the Issuer in any material respect. 
 (c) Tax Matters. The Servicer shall prepare and file, on behalf of the
Seller, all tax returns, tax elections, financial statements and such annual or other reports attributable to the activities engaged in by the Issuer as are necessary for preparation of tax reports, including without limitation forms 1099. All tax
returns will be signed by the Seller or the Servicer. 
 (d) Non-Ministerial Matters. With respect to matters that in the reasonable
judgment of the Servicer are non-ministerial, the Servicer shall not take any action pursuant to this Article unless within a reasonable time before the taking of such action, the Servicer shall have notified the Owner Trustee and the Trustee of the
proposed action and the Owner Trustee and, with respect to items (A), (B), (C) and (D) below, the Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence,
“non-ministerial matters” shall include: 
 (A) the amendment of or any supplement to the Indenture; 
  

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 (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.
Notwithstanding the foregoing or 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) and with the written consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap Provider), but without the 

  

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consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code,
or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, 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 the consent of the Swap Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Swap
Provider), 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; provided, further, that the consent of the Swap Provider shall also be required if such action will adversely affect
in any material respect the interests of the Swap Provider. 
 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, the Swap Provider and the Rating Agencies. 
 It shall not be necessary for the consent of the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents (and any other consents of Noteholders provided for in this Agreement) and of evidencing the authorization of any action by Noteholders shall be subject to such reasonable requirements as the
Trustee or the Owner Trustee, as applicable, may prescribe. 
 Prior to the execution of any amendment to this Agreement, the Owner Trustee,
the Trustee, the Trust Collateral Agent and the Backup Servicer shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion
of Counsel referred to in Section 12.2(h)(1) has been delivered. The Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee may, but shall not be obligated to, enter into any such amendment which affects the
Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s, the Backup Servicer’s or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise. 
 SECTION 12.2. Protection of Title to Trust. 
 (a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be 

  

 73 








 
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. 
 (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 

  

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purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts
(including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust. 
 (g) Upon request, the Servicer shall furnish to the Owner Trustee, 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 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; and 
 (2) within 90 days after the beginning of each calendar year beginning with the first calendar year beginning
more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed
and filed that are necessary fully to preserve and protect the interest of the Trust and the 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 or the Rating Agencies under this Agreement shall be in writing, personally
delivered, electronically delivered or 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, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust 

  

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Administration, (d) in the case of the Trustee or the Trust Collateral Agent, at the Corporate Trust Office, (e) in the case of the Swap Provider,
to JPMorgan Chase Bank, National Association, 270 Park Avenue, 38th Floor, New York, New York 10017-2070, Attention: Legal Department—Derivatives Practice Group; (f) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007; and (g) in the case of 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 8.4 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, the
Swap Provider and the Noteholders, as third-party beneficiaries. The Swap Provider shall be a third-party beneficiary to the provisions of this Agreement. 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). 
  

 76 








 SECTION 12.10. Assignment to Trustee. The Seller hereby acknowledges and consents to any mortgage,
pledge, assignment and grant of a security interest by the Issuer to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables listed in
Schedule A hereto and/or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Trust Collateral Agent. 
 SECTION 12.11. Nonpetition Covenants. 
 (a) Notwithstanding any prior termination of this Agreement, the Servicer and the
Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer. 
 (b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date that is one year and one day after the termination of this Agreement with respect to the Seller, acquiesce to, petition or otherwise
invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller. 
 SECTION 12.12. Limitation of Liability of Owner Trustee and Trustee 
 (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by 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 Backup Servicer and in no event shall Wells 

  

 77 








 
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. 
 (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 and Backup Servicer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.
Unless expressly authorized by this Agreement, the Servicer shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee. 
 SECTION 12.14. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Servicer and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on
any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 
 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. 
 [Remainder of Page Intentionally
Left Blank] 
  

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 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 PRIME AUTOMOBILE RECEIVABLES TRUST 2007-1
	
	By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
		
	By:	 	 /s/ Robert J. Perkins

	Name:	 	Robert J. Perkins
	Title:	 	Sr. 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 the related Originator, (ii) by an Originating Affiliate and was validly assigned by such Originating Affiliate to the related Originator, (iii) by a Dealer and purchased
by the related Originator from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with the related Originator and was validly assigned by such Dealer to the related Originator pursuant to a Dealer Assignment or
(iv) by a Third-Party Lender and purchased by the related Originator from such Third-Party Lender under an existing Auto Loan Purchase and Sale Agreement or pursuant to a Third-Party Lender Assignment with the related Originator and was validly
assigned by such Third-Party Lender to the related Originator pursuant to a Third-Party Lender Assignment (B) was originated by the related Originator, such Originating Affiliate, such Dealer or such Third-Party Lender for the retail sale of a
Financed Vehicle in the ordinary course of the related Originator’s, such Originating Affiliate’s, the Dealer’s or the Third-Party Lender’s business, in each case was originated in accordance with the related Originator’s
credit policies and was fully and properly executed by the parties thereto, and the related Originator, each Originating Affiliate, each Dealer and each Third-Party Lender had all necessary licenses and permits to originate Receivables in the state
where each Originator, each such Originating Affiliate, 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. No Fraud or Misrepresentation. Each
Receivable was originated (i) by the related Originator, (ii) by an Originating Affiliate and was assigned by the Originating Affiliate to the related Originator, (iii) by a Dealer and was sold by the Dealer to the related Originator
or (iv) by a Third-Party Lender and was sold by the Third-Party Lender to the related Originator, and was sold by the related Originator to the Seller without any fraud or misrepresentation on the part of such Originating Affiliate, Dealer,
Third-Party Lender or the related Originator 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. 
  

 SCH-B-1 








 4. Origination. Each Receivable was originated in the United States. 
 5. Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by
the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on
the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Initial Cutoff Date or Subsequent Cutoff
Date, as applicable, 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 Initial Cutoff Date or Subsequent Cutoff Date, as
applicable, no Obligor had been identified on the records of AmeriCredit as being the subject of a current bankruptcy proceeding. 
 8.
Schedules of Receivables. The information set forth in the Schedules of Receivables has been produced from the Electronic Ledger and was true and correct in all material respects as of the close of business on the Initial Cutoff Date or
Subsequent Cutoff Date, as applicable. 
 9. Marking Records. Each of the related Originator and the Seller has indicated in its files
that the Receivables have been sold to the Trust pursuant to the Sale and Servicing Agreement and Granted to the Trust Collateral Agent pursuant to the Indenture. Further, the related Originator has indicated in its computer files that the
Receivables are owned by the Trust. 
 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 Initial Cutoff Date or Subsequent Cutoff Date, as applicable, 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” or “electronic chattel paper” within the meaning of the UCC as in effect in the States of Texas, New York, Delaware and Nevada. 
 13. One Original. There is only one original executed copy (or with respect to “electronic chattel paper”, one authoritative copy) of
each Contract. With respect to Contracts 

  

 SCH-B-2 








 
that are “electronic chattel paper”, each authoritative copy (a) is unique, identifiable and unalterable (other than with the participation of
the Trust Collateral Agent in the case of an addition or amendment of an identified assignee and other than a revision that is readily identifiable as an authorized or unauthorized revision), (b) has been marked with a legend to the following
effect: “Authoritative Copy” and (c) has been communicated to and is maintained by or on behalf of the Custodian. 
 14.
Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Seller has marked all copies of each such Contract other than an authoritative copy with a legend to the following effect: “This is
not an authoritative copy.” 
 15. Revisions. With respect to Contracts that are “electronic chattel paper”, the
related Receivables have been established in a manner such that (a) all copies or revisions that add or change an identified assignee of the authoritative copy of each such Contract must be made with the participation of the Trust Collateral
Agent and (b) all revisions of the authoritative copy of each such Contract are readily identifiable as an authorized or unauthorized revision. 
 16. Pledge or Assignment. With respect to Contracts that are “electronic chattel paper”, the authoritative copy of each Contract communicated to the Custodian has no marks or notations indicating that
it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent. 
 17. Receivable Files
Complete. There exists a Receivable File pertaining to each Receivable and such Receivable File contains the original Lien Certificate or a copy of the application therefor. Related documentation concerning the Receivable, including any
documentation regarding modifications of the Contract, will be maintained electronically by the Servicer in accordance with customary policies and procedures. 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. With respect to any Receivables that are tangible chattel paper, the complete Receivable File, including
a fully executed original of the Contract, for each Receivable currently is in the possession of the Custodian. 
 18. 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. 
 19. Lawful Assignment. No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void
or voidable the sale, transfer and assignment of such Receivable under this Agreement or pursuant to transfers of the Notes. 
 20. Good
Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement or a Subsequent Transfer Agreement, as applicable, 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 

  

 SCH-B-3 








 
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. 
 21. Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of the related Originator (or an Originating Affiliate or a Titled
Third-Party Lender which first priority security interest has been assigned to the related Originator) 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 or Subsequent Transfer Date, as applicable, and will show, the related Originator (or an Originating Affiliate 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, the related Originator or the related Originating Affiliate has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing the related Originator, an Originating
Affiliate, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and the Originating Affiliate’s or Titled Third-Party Lender’s security interest has been validly assigned by the Originating
Affiliate or Titled Third-Party Lender, as applicable, to the related Originator and the related Originator’s security interest (assigned by the related Originator 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 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 Initial Cutoff Date or Subsequent Cutoff Date, as applicable, 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. 
 22. 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. 
  

 SCH-B-4 








 23. No Impairment. The Seller has not done anything to convey any right to any Person that would
result in such Person having a right to payments due under the Receivables or otherwise to impair the rights of the Trust, the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. 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. 
 24. 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 the related Originator with respect to such Receivable. 
 25. 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. 
 26. 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.

 27. Insurance. At the time of an origination of a Receivable by the related Originator, an Originating Affiliate, 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 the related Originator (or an Originating Affiliate 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 the related Originator, an Originating Affiliate or a Titled Third-Party
Lender and its successors and assigns as additional insured parties, and each Receivable permits the holder thereof to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so. 
 28. Remaining Principal Balance. At the Initial Cutoff Date or Subsequent Cutoff Date, as applicable, the Principal Balance of each Receivable set
forth in the Schedule of Receivables is true and accurate in all material respects. 
 29. Certain Characteristics of the Receivables.

 (A) Each Receivable is secured by a new or used vehicle. 
  

 SCH-B-5 








 (B) Each Receivable provides for level monthly payments (except for the initial down
payment, which may be different from the level payments) that fully amortize the amount financed over the original term to maturity of the automobile loan contract. 
 (C) Each Receivable is a precomputed Receivable or a simple interest Receivable. 
 (D) Each Receivable had a remaining maturity as of the Initial Cutoff Date or Subsequent Cutoff Date, as applicable, of not more than 96
months. 
 (E) Each Receivable had an original maturity as of the Initial Cutoff Date or Subsequent Cutoff Date, as
applicable, of not more than 96 monthly payments. 
 (F) Each Receivable had a remaining Principal Balance as of the Initial
Cutoff Date or Subsequent Cutoff Date, as applicable, of at least $250 and not more than $150,000. 
 (G) Each Receivable had
an Annual Percentage Rate as of the Initial Cutoff Date or Subsequent Cutoff Date, as applicable, of at least 1% and not more than 28%. 
 (H) No Receivable was more than 30 days past due as of the Initial Cutoff Date or Subsequent Cutoff Date, as applicable. 
 (I) No funds had been advanced by the related Originator, any Originating Affiliate, 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 (H) above. 
 (J) Each Obligor had a billing address in the United States as of the date of origination of the
related Receivable, is a natural person and is not an Affiliate of any party to the Basic Documents. 
 (K) Each Receivable is
denominated in, and each Contract provides for payment in, United States dollars. 
 (L) Each Receivable is identified on the
Servicer’s master servicing records as a retail automobile installment sales contract. 
 (M) Each Receivable arose under
a Contract which is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing
Agreement, including, without limitation, its right to review the Contract. 
 (N) Each Receivable arose under a Contract with
respect to which the related Originator 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.

  

 SCH-B-6 








 (O) Not more than 2% of all Receivables (calculated by Aggregate Principal Balance) which
have been transferred to the Issuer including the Receivables as of the Initial Cutoff Date and all Subsequent Receivables transferred to the Issuer as of such Subsequent Cutoff Date shall be “electronic chattel paper”, as such term is
defined in the UCC. 
 (P) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date.

 (Q) No Obligor was in bankruptcy as of the Cutoff Date. 
 (R) Neither the Servicer nor the Seller has selected the Receivables in a manner that either of them believes is adverse to the interests
of the Noteholders. 
 (S) The weighted average annual percentage of all Receivables (calculated by Aggregate Principal
Balance) which have been transferred to the Issuer including the Initial Receivables as of the Initial Cutoff Date and all Subsequent Receivables transferred to the Issuer as of such Subsequent Cutoff Date is not less than 10.00%. 
 (T) The weighted average credit bureau score of all Receivables (calculated by Aggregate Principal Balance) which have been transferred to
the Issuer including the Initial Receivables as of the Initial Cutoff Date and all Subsequent Receivables transferred to the Issuer as of such Subsequent Cutoff Date is not less than 707. 
 (U) The weighted average original term of all Receivables (calculated by Aggregate Principal Balance) which have been transferred to the
Issuer including the Initial Receivables as of the Initial Cutoff Date and all Subsequent Receivables transferred to the Issuer as of such Subsequent Cutoff Date is not more than 79 months. 
 30. 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. 
 31. 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. 
 32. 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.

 33. Risk of Loss. Each Contract contains provisions requiring the Obligor to assume all risk of loss or malfunction on the related
Financed Vehicle, requiring the Obligor to pay all sales, use, property, excise and other similar taxes imposed on or with respect to the Financed Vehicle and making the Obligor liable for all payments required to be made thereunder, without any
setoff, counterclaim or defense for any reason whatsoever, subject only to the Obligor’s right of quiet enjoyment. 
  

 SCH-B-7 








 34. Leasing Business. To the best of the Seller’s and the Servicer’s knowledge, as
appropriate, no Obligor is a Person involved in the business of leasing or selling equipment of a type similar to the Obligor’s related Financed Vehicle. 
 35. 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. 
 36. Perfection. The Seller has taken all steps necessary to perfect its 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-8 








 EXHIBIT A 
 SUBSEQUENT TRANSFER AGREEMENT 
 Transfer No.
                             of Subsequent Receivables pursuant to a Sale and Servicing Agreement
dated as of May 24, 2007, among AMERICREDIT PRIME AUTOMOBILE RECEIVABLES TRUST 2007-1, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL
SERVICES, INC. a Delaware corporation (the “Servicer”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trust Collateral Agent”), in its capacity as the backup servicer (the
“Backup Servicer”). 
 WITNESSETH: 
 WHEREAS pursuant to the Sale and Servicing Agreement, the Seller wishes to convey the Subsequent Receivables to the Issuer; and 
 WHEREAS, the Issuer is willing to accept such conveyance subject to the terms and conditions hereof. 
 NOW,
THEREFORE, the Issuer, the Seller and the Servicer hereby agree as follows: 
 1. Defined Terms. Capitalized terms used herein shall
have the meanings ascribed to them in the Sale and Servicing Agreement unless otherwise defined herein. 
 “Subsequent Cutoff
Date” shall mean, with respect to the Subsequent Receivables conveyed hereby,
                            , 200  . 
 “Subsequent Transfer Date” shall mean, with respect to the Subsequent Receivables conveyed hereby,
                            , 200  . 
 2. Schedule of Receivables. Attached hereto as Schedule A is a supplement to Schedule A to the Sale and Servicing Agreement listing the
Receivables that constitute the Subsequent Receivables to be conveyed pursuant to this Agreement on the Subsequent Transfer Date. 
 3.
Conveyance of Subsequent Receivables. In consideration of the Issuer’s delivery to or upon the order of the Seller of
$                     the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (except as
expressly provided in the Sale and Servicing Agreement), all right, title and interest of the Seller in and to: 
 (a) the Subsequent
Receivables and all moneys received thereon after the Subsequent Cutoff Date; 
 (b) the security interests in the Financed Vehicles granted
by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; 
  

 Ex-A-1 








 (c) any proceeds and the right to receive proceeds with respect to the Subsequent Receivables from claims
and the right to receive proceeds on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Subsequent Receivables; 
 (d) any proceeds with respect to the Subsequent Receivables 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 Finance Vehicles; 
 (f) the related Receivable
Files; 
 (g) all of the Seller’s rights, title and interests, but none of its obligations or burdens, under the Subsequent Purchase
Agreement, including the Seller’s rights under the Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Subsequent Purchase Agreement, on
or after the Subsequent Cutoff Date; 
 (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) the proceeds of any and all of the foregoing. 
 The execution and delivery of this Agreement shall
constitute an acknowledgment by the Seller and the Issuer that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Subsequent Receivables and the Subsequent Other
Conveyed Property, conveying good title thereto free and clear of any Liens, from the Seller to the Issuer, and that the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be a part of the Seller’s estate in the event
of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Seller. In the
event that such conveyance is determined to be made as security for a loan made by the Issuer, the Noteholders or the Certificateholder to the Seller, the Seller hereby grants to the Issuer a security interest in all of the Seller’s right,
title and interest in and to the Subsequent Receivables and the Subsequent Other Conveyed Property conveyed pursuant to this Section 3, and this Agreement shall constitute a security agreement under applicable law. 
 4. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Issuer as of the date of this Agreement and as
of the Subsequent Transfer Date that: 
 (a) Schedule of Representations. The representations and warranties relating to the Subsequent
Receivables set forth on the Schedule of Representations attached as Schedule B to the Sale and Servicing Agreement are true and correct and the Seller has performed all obligations to be performed by it under the Sale and Servicing Agreement.

  

 Ex-A-2 








 (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, is 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 Subsequent Receivables and the Subsequent Other Conveyed Property to the Trust pursuant to this Agreement, or the validity or enforceability of the Subsequent
Receivables and the Subsequent 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 Subsequent Receivables and the Subsequent Other Conveyed Property to be sold and assigned to and deposited with the Trust by it and has duly authorized such sale and assignment to the Trust by all necessary
corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Basic Documents have been duly authorized by the Seller by all necessary corporate action. 
 (e) Valid Sale, Binding Obligations. This Agreement effects a valid sale, transfer and assignment of the Subsequent Receivables and the Subsequent
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. 
  

 Ex-A-3 








 (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) Chief Executive Office. The chief executive office of
the Seller is at 2265 B Renaissance Drive, Suite 17, Las Vegas, Nevada 89119. 
 (i) Principal Balance. The aggregate Principal
Balance of the Subsequent Receivables listed on Schedule A annexed hereto and conveyed to the Issuer pursuant to this Agreement as of the Subsequent Cutoff Date is
$                . 
 (j) Seller’s
Intention. The Subsequent Receivables are being transferred with the intention of removing them from the Seller’s estate pursuant to Section 541 of the United States Bankruptcy Code, as the same may be amended from time to time.

 5. Conditions Precedent. The obligation of the Issuer to acquire the Subsequent Receivables hereunder is subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following conditions precedent: 
 (a) Representations and
Warranties. Each of the representations and warranties made by the Seller in Section 4 of this Agreement and in Section 3.1 of the Sale and Servicing Agreement shall be true and correct as of the date of this Agreement and as of the
Subsequent Transfer Date. 
 (b) Sale and Servicing Agreement Conditions. Each of the conditions set forth in Section 2.2(b) to
the Sale and Servicing Agreement shall have been satisfied. 
 (c) Additional Information. The Seller shall have delivered to the
Issuer such information as was reasonably requested by the Issuer to satisfy itself as to (i) the accuracy of the representations and warranties set forth in Section 4 of this Agreement and in Section 3.1 of the Sale and Servicing
Agreement and (ii) the satisfaction of the conditions set forth in this Section 5. 
 6. Ratification of Agreement. As
supplemented by this Agreement, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Agreement shall be read, taken and construed as one and the same instrument.

  

 Ex-A-4 








 7. Counterparts. This Agreement may be executed in two or more counterparts (and by different
parties in separate counterparts), each of which shall be an original but all of which together shall constitute one and the same instrument. 
 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). 
  

 Ex-A-5 








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

			
	 AMERICREDIT PRIME AUTOMOBILE
 RECEIVABLES
TRUST 2007-1

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

	Name:	 	
	Title:	 	
	
	AFS SENSUB CORP., Seller,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	AMERICREDIT FINANCIAL SERVICES, INC., Servicer,
		
	By:	 	  

	Name:	 	
	Title:	 	


 Acknowledged and accepted by 
  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, not in its individual capacity but
 solely as Trust Collateral Agent

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

  

 Ex-A-6 








 Acknowledged and accepted by 
  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, not in its individual capacity but
 solely as Backup Servicer

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	

  

 Ex-A-7 








 SCHEDULE A 
 SCHEDULE OF RECEIVABLES 
  

 Ex-A-8 








 EXHIBIT B 
 SERVICER’S CERTIFICATE 







 AmeriCredit Prime Automobile Receivables Trust 2007-1 
 Class A-1 5.32233% Asset Backed Notes 
 Class A-2 5.34% Asset Backed Notes 
 Class A-3 5.27% Asset Backed Notes 
 Class A-4 Floating Rate Asset Backed Notes 
 Class B 5.35% Asset Backed Notes 
 Class C 5.43% Asset Backed Notes 
 Class D 5.62% Asset Backed Notes 
 Class E 6.96% 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 Prime Automobile Receivables Trust 2007-1, as Issuer, AmeriCredit Financial Services, Inc., as Servicer, AFS SenSub Corp., as Seller, and Wells Fargo Bank,
N.A., as Trust Collateral Agent and Backup Servicer, dated as of May 24, 2007. 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:
	  	 Purchases
	  	Units	  	Cut-off Date	  	Closing Date	  	 Original
 Pool Balance

	 Prev. Distribution/Close Date:
	  	Initial Purchase	  		  		  		  	
	 Distribution Date:
	  	Sub. Purchase #1	  		  		  		  	
	 Days of Interest for Period:
	  	Sub. Purchase #2	  		  		  		  	
		  		  	 	  	 	  	 	  	 
	 Days in Collection Period:
	  	Total	  		  		  		  	
		  		  	 	  	 	  	 	  	 
	 Months Seasoned:
	  		  		  		  		  	

  

	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 A-4	  	 
							
	 {11} Original Note Balance
	  	{11}	 	 		  		  		  		  	
							
	 {12} Beginning of period note balance
	  	{12}	 	 		  		  		  		  	
	 {13} Noteholders' Regular Principal Distributable Amount
	  	{13}	 	 		  		  		  		  	
	 {14} Aggregate Principal Parity Amount
	  	{14}	 	 		  		  		  		  	
	 {15} Matured Principal Shortfall
	  	{15}	 	 		  		  		  		  	
	 {16} Note Prepayment Amount
	  	{16}	 	 		  		  		  		  	
							
	 {17} End of period note balance
	  	{17}	 	 		  		  		  		  	
							
	 {18} Note Pool Factors
	  	{18}	 	 		  		  		  		  	
							
	 	  	 	 	 	Class B	  	Class C	  	Class D	  	Class E	  	TOTAL
	 {19} Beginning of period note balance
	  	{19}	 	 		  		  		  		  	
							
	 {20} Noteholders' Regular Principal Distributable Amount
	  	{20}	 	 		  		  		  		  	
	 {21} Targeted Class E Payment Amount
	  	{21}	 	 		  		  		  		  	
	 {22} Aggregate Principal Parity Amount
	  	{22}	 	 		  		  		  		  	
	 {23} Matured Principal Shortfall
	  	{23}	 	 		  		  		  		  	
	 {24} Note Prepayment Amount
	  	{24}	 	 		  		  		  		  	
							
	 {25} End of period note balance
	  	{25}	 	 		  		  		  		  	
							
	 {26} Note Pool Factors
	  	{26}	 	 		  		  		  		  	


 3 








 III. RECONCILIATION OF PRE-FUNDING ACCOUNT: 
  

								
	 {27} Beginning of period Pre-Funding Account balance
	 	{27}	 	 		  	  
	 {28} Purchase of Subsequent Receivables
	 	{28}	 	 	  	  	
	 {29} Investment Earnings
	 	{29}	 	 	  	  	
	 {30} Investment Earnings Transfer to Collections Account
	 	{30}	 	 	  	  	
	 {31} Payment of Note Prepayment Amount
	 	{31}	 	 	  	  	
	 {32} Total month activity
	 	{32}	 	 		  	  
	 {33} End of period Pre-Funding Account balance
	 			 		  	 

 IV. RECONCILIATION OF CAPITALIZED INTEREST ACCOUNT: 
  

								
	 {34} Beginning of period Capitalized Interest Account balance
	  	{34}	 	  		  	  
	 {35} Monthly Capitalized Interest Amount
	  	{35}	 	  	  	  	
	 {36} Investment Earnings
	  	{36}	 	  	  	  	
	 {37} Investment Earnings Transfer to Collections Account
	  	{37}	 	  	  	  	
	 {38} Payment of Overfunded Capitalized Interest Amount
	  	{38}	 	  	  	  	
	 {39} Payment of Remaining Capitalized Interest Amount
	  	{39}	 	  	  	  	
	 {40} Total month activity
	  	{40}	 	  		  	  
	 {41} End of period Capitalized Interest Account balance
	  	{41}	 	  		  	  

 V. CALCULATION OF REQUIRED PRO FORMA NOTE BALANCE: 
  

										
	 {42} Ending Aggregate Principal Balance
	  	{42}	 	 		  	  	  	
	 {43} 4.50% of Ending Aggregate Principal Balance
	  	{43}	 	 	  	  		  	
	 {44} Total Class E Payments through prior period
	  	{44}	 	 	  	  		  	
	 {45} Less Specified Reserve Account Balance
	  	{45}	 	 	  	  		  	
	 {46} Sum of {43}, {44} and {45}
	  	{46}	 	 	  	  		  	
	 {47} 10% of ending Pool Balance
	  	{47}	 	 	  	  		  	
	 {48} Lesser of {46} or {47}
	  	{48}	 	 		  	  	  	
	 {49} {42} - {48}
	  	{49}	 	 		  	  	  	
	 {50} Ending Aggregate Principal Balance
	  	{50}	 	 	  	  		  	
	 {51} 0.75% of Original Pool Balance
	  	{51}	 	 	  	  		  	
	 {52} {50} - {51}
	  	{52}	 	 		  	  	  	
	 {53} Required Pro Forma Note Balance ( lesser of {49} or {52} )
	  	{53}	 	 		  		  	  

 VI. CALCULATION OF NOTEHOLDERS PRINCIPAL DISTRIBUTABLE AMOUNT: 
  

								
	 {54} Beginning of period note balance
	  	{54}	 	 	  	  	
	 {55} Required Pro Forma Note Balance
	  	{55}	 	 	  	  	
	 {56} Noteholders Principal Distributable Amount {54} - {55}
	  	{56}	 	 		  	  

 VII. CALCULATION OF TARGETED CLASS E NOTE PRINCIPAL BALANCE: 
  

								
	 {57} Is Aggregate Principal Balance greater than 10%?
	  	{57}	 	 		  	  
	 {58} If {57} is Yes, then Targeted Class E Note Principal Balance is 3.25% of Pool Balance
	  	{58}	 	 	  	  	
	 {59} If {57} is No, then Targeted Class E Note Principal Balance is zero
	  	{59}	 	 	  	  	
	 {60} Targeted Class E Note Balance
	  	{60}	 	 		  	  

 VIII. CALCULATION OF NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT: 
  

														
	 Class
	  	 Beginning
 Note Balance
	  	Interest
Carryover	  	Interest
Rate	 	 	Days	  	Days Basis	  	Calculated
Interest
	{61}    Class A - 1	  		  		  	5.3223	%	 		  	Actual days/360	  	
	{62}    Class A - 2	  		  		  	5.3400	%	 		  	30/360	  	
	{63}    Class A - 3	  		  		  	5.2700	%	 		  	30/360	  	
	{64}    Class A - 4	  		  		  	5.3600	%	 		  	Actual days/360	  	
	{65}    Class B	  		  		  	5.3500	%	 		  	30/360	  	
	{66}    Class C	  		  		  	5.4300	%	 		  	30/360	  	
	{67}    Class D	  		  		  	5.6200	%	 		  	30/360	  	
	{68}    Class E	  		  		  	6.9600	%	 		  	30/360	  	

  

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 IX. RECONCILIATION OF COLLECTION ACCOUNT: 
  

								
	 Available Funds:
	  			 		  	
	 {69}    Collections on Receivables during period (net of Liquidation Proceeds and Fees)
	  	{69}	 	 	  	  	
	 {70}    Liquidation Proceeds collected during period
	  	{70}	 	 	  	  	
	 {71}    Purchase Amounts deposited in Collection Account
	  	{71}	 	 	  	  	
	 {72}    Investment Earnings - Collection Account
	  	{72}	 	 	  	  	
	 {73}    Investment Earnings - Transfer From Reserve Account
	  	{73}	 	 	  	  	
	 {74}    Investment Earnings - Transfer From Pre-Fund Account
	  	{74}	 	 	  	  	
	 {75}    Investment Earnings - Transfer From Capitalized Interest Account
	  	{75}	 	 	  	  	
	 {76}    Collection of Supplemental Servicing - Extension Fees
	  	{76}	 	 	  	  	
	 {77}    Collection of Supplemental Servicing - Repo and Recovery Fees Advanced
	  	{77}	 	 	  	  	
	 {78}    Collection of Supplemental Servicing - Late Fees
	  	{78}	 	 	  	  	
	 {77}    Monthly Capitalized Interest Amount
	  	{77}	 	 	  	  	
	 {78}    Collections from disposition of trust property
	  	{78}	 	 	  	  	
	 {79}    Proceeds from Swap Agreement
	  	{79}	 	 	  	  	
	 {80}    Reserve Account Withdrawal Amount
	  	{80}	 	 	  	  	
	 {81}    Total Available Funds
	  	{79}	 	 		  	  
				
	 Distributions:
	  			 		  	
	 {82}    Net Swap Payments to Swap Provider
	  	{82}	 	 	  	  	
	 {83}    Base Servicing Fee
	  	{83}	 	 	  	  	
	 {84}    Repo and Recovery Fees - reimbursed to Servicer
	  	{84}	 	 	  	  	
	 {85}    Bank Service Charges - reimbursed to Servicer
	  	{85}	 	 	  	  	
	 {86}    Late Fees - reimbursed to Servicer
	  	{86}	 	 	  	  	
	 {87}    Trustee and Trust Collateral Agent fees
	  	{87}	 	 	  	  	
	 {88}    Backup Servicer
	  	{88}	 	 	  	  	
	 {89}    Class A-1 Noteholders' Interest Distributable Amount pari passu Swap Termination Payments
	  	{89}	 	 	  	  	
	 {90}    Class A-2 Noteholders' Interest Distributable Amount pari passu Swap Termination Payments
	  	{90}	 	 	  	  	
	 {91}    Class A-3 Noteholders' Interest Distributable Amount pari passu Swap Termination Payments
	  	{91}	 	 	  	  	
	 {92}    Class A-4 Noteholders' Interest Distributable Amount pari passu Swap Termination Payments
	  	{92}	 	 	  	  	
	 {93}    Class A Noteholders' Principal Parity Amount or Matured Principal Shortfall
	  	{93}	 	 	  	  	
	 {94}    Class B Noteholders' Interest Distributable Amount
	  	{94}	 	 	  	  	
	 {95}    Class B Noteholders' Principal Parity Amount or Matured Principal Shortfall
	  	{95}	 	 	  	  	
	 {96}    Class C Noteholders' Interest Distributable Amount
	  	{96}	 	 	  	  	
	 {97}    Class C Noteholders' Principal Parity Amount or Matured Principal Shortfall
	  	{97}	 	 	  	  	
	 {98}    Class D Noteholders' Interest Distributable Amount
	  	{98}	 	 	  	  	
	 {99}    Class D Noteholders' Principal Parity Amount or Matured Principal Shortfall
	  	{99}	 	 	  	  	
	 {100}  Class E Noteholders' Interest Distributable Amount
	  	{100}	 	 	  	  	
	 {101}  Class E Noteholders' Principal Parity Amount or Matured Principal Shortfall
	  	{101}	 	 	  	  	
	 {102}  To the Reserve Account, the Reserve Account Deposit
	  	{102}	 	 	  	  	
	 {103}  To the Noteholders, the Noteholders Regular Principal Distributable Amount
            
	  	{103}	 	 	  	  	
	 {104}  To the Class E Noteholders, until Class E Balance equals Targeted Class E Principal Balance
	  	{104}	 	 	  	  	
	 {105}  Additional fees (Indenture Trustee, Owner Trustee, Trust Collateral Agent, Backup Servicer)
	  	{105}	 	 	  	  	
	 {106}  Unpaid Swap Termination Payments to Swap Provider
	  	{106}	 	 	  	  	
	 {107}  To the Certificateholders, the aggregate amount remaining
	  	{107}	 	 	  	  	
	 {108}  Total Distributions
	  	{108}	 	 		  	  

 X. CALCULATION OF PRINCIPAL PARITY AMOUNT: 
  

											
	 Class
	  	 (X)
 Cumulative
Note Balance
	  	(Y)
Pool
Balance	  	 (I)
 Excess of
(X) - (Y)
	  	(II)
Available Funds
in Waterfall	  	 Lesser of
 (I) or (II)

	 {109}    Class A
	  		  		  		  		  	
	 {110}    Class B
	  		  		  		  		  	
	 {111}    Class C
	  		  		  		  		  	
	 {112}    Class D
	  		  		  		  		  	
	 {113}    Class E
	  		  		  		  		  	
	 {114}    Total
	  		  		  		  		  	



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

  

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	XI. RECONCILIATION OF RESERVE ACCOUNT:	  	Initial	 	 	Sub #1	 	 	Sub #2	  	Total
	 {115} Specified Reserve Balance
	  			 			 		  	  
	 {116} Beginning of period Reserve Account balance
	  			 	{116}	 	 	  	  	
	 {117} Deposit related to Subsequent Receivables Purchases
	  			 	{117}	 	 	  	  	
	 {118} The Reserve Account Deposit, from Collection Account
	  			 	{118}	 	 	  	  	
	 {119} Investment Earnings
	  			 	{119}	 	 	  	  	
	 {120} Investment Earnings - transferred to Collection Account Available Funds
	  			 	{120}	 	 	  	  	
	 {121} Reserve Account Withdrawal Amount
	  			 	{121}	 	 	  	  	
	 {122} End of period Reserve Account balance
	  			 	{122}	 	 		  	  
	  
 XII. CALCULATION OF TOTAL OVERCOLLATERALIZATION:

  

	 {123} Aggregate Principal Balance
	  			 	{123}	 	 	  	  	
	 {124} End of Period Note Balance
	  			 	{124}	 	 	  	  	
	 {125} Overcollateralization (Undercollateralization)
	  			 	{125}	 	 	  	  	
	 {126} Overcollateralization %
	  			 	{126}	 	 		  	  
	  
 XIII. MONTHLY PERIOD AND CUMULATIVE NUMBER OF RECEIVABLES
CALCULATION: 
  

	 	  	 	 	 	 	 	 	Cumulative	  	Monthly
	 {127} Original Number of Receivables
	  			 	{127}	 	 		  	
	 {128} Beginning of period number of Receivables
	  			 	{128}	 	 		  	
	 {129} Number of Receivables becoming Liquidated Receivables during period
	  			 	{129}	 	 		  	
	 {130} Number of Receivables becoming Purchased Receivables during period
	  			 	{130}	 	 		  	
	 {131} Number of Receivables paid off during period
	  			 	{131}	 	 		  	
	 {132} End of period number of Receivables
	  			 	{132}	 	 		  	
	  
 XIV. STATISTICAL DATA: (CURRENT AND HISTORICAL):

  

	 	  	 	 	 	Original	 	 	Prev. Month	  	Current
	 {133} Weighted Average APR of the Receivables
	  	{133}	 	 			 		  	
	 {134} Weighted Average Remaining Term of the Receivables
	  	{134}	 	 			 		  	
	 {135} Weighted Average Original Term of Receivables
	  	{135}	 	 			 		  	
	 {136} Average Receivable Balance
	  	{136}	 	 			 		  	
	 {137} Net Losses in Period
	  	{137}	 	 			 		  	
	 {138} Aggregate Realized Losses
	  	{138}	 	 			 		  	
	 {139} Aggregate Realized Loss Percentage
	  	{139}	 	 			 		  	
	 {140} ABS Prepay Speed
	  	{140}	 	 			 		  	
	  
 XV. DELINQUENCY: 
  
	  	
	 Receivables with Scheduled Payment delinquent Units
	 	 	Units	 	 	Dollars	  	Percentage
	 {141} 31-60 days
	  	{141}	 	 			 		  	
	 {142} 61-90 days
	  	{142}	 	 			 		  	
	 {143} over 90 days
	  	{143}	 	 			 		  	
	 {144} Total
	  	{144}	 	 			 		  	
	  
 XVI. EXTENSIONS 
  
	  			 			 		  	
	 {145} Principal Balance of Receivables extended during current period
	  	{145}	 	 			 	  	  	
	 {146} Beginning of Period Aggregate Principal Balance
	  	{146}	 	 			 	  	  	
	 {147} Extension Rate {145} divided by {146}
	  	{147}	 	 			 		  	  

  

			
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