SF-3/A

As filed with the Securities and Exchange Commission on February 28, 2022

Registration No. 333-261851

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM SF-3/A

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

AFS SENSUB CORP.

(Depositor for the trusts described herein)

(Exact name of registrant as specified in its charter)

A Nevada Corporation

IRS Employer Number: 88-0475154

Commission File Number of depositor: 333-261851

Central Index Key Number: 0001347185

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(817) 302-7000

AMERICREDIT FINANCIAL SERVICES, INC.

(Sponsor for the trusts described herein)

(Exact name of sponsor as specified in its charter)

A Delaware Corporation

Central Index Key Number of sponsor: 0001002761

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(817) 302-7000

FRANK E. BROWN III, ESQ.

General Motors Financial Company, Inc.

801 Cherry Street

Fort Worth, Texas 76102

(817) 302-7521

(Name, Address and Telephone Number, including area code, of Agent for Service)

Copy to:

JOHN P. KEISERMAN, ESQ.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-6385

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

$             [or $            ] Automobile Receivables Backed Notes

AmeriCredit Automobile Receivables Trust 20    -    

Issuing Entity (CIK No.             )

AFS SenSub Corp.

Depositor (CIK No. 0001347185)

Sponsor and Servicer (CIK No. 0001002761)

	The issuing entity will issue -
	●   [seven] classes of notes that are offered by this prospectus; and
We suggest that you read the section entitled “Risk Factors” on page 26 of this prospectus and consider the factors in that section before making a decision to invest in the notes. The notes are automobile loan asset-backed securities which represent obligations of the issuing entity and are not interests in or obligations of any other person or entity. Neither the notes nor the automobile loan contracts will be insured or guaranteed by any governmental agency or instrumentality. You should retain this prospectus for future reference.	●   [[one] class of subordinated notes that is not offered by this prospectus. [These] [This] class of subordinated notes [are anticipated to be privately placed primarily with institutional investors]/[will initially be retained by the depositor or an affiliate of the depositor].]; and ●   all or a portion of one or more of the [other] classes of notes may be retained by the depositor or its affiliates. The notes - ●   are backed by a pledge of assets of the issuing entity. The assets of the issuing entity securing the notes will include a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks and vans. Sub-prime automobile loan contracts are contracts made to borrowers who have experienced prior credit difficulties and generally have credit bureau scores ranging from 500 to 700; ●   receive monthly distributions [of interest and, after the revolving period, of principal] on the     day of each month, or, if not a business day, then on the next business day, beginning on                 , 20     ; and ●   currently have no trading market. Credit enhancement for the notes offered by this prospectus will consist of - ●   excess cashflow collected on the pool of automobile loan contracts; ●   over collateralization resulting from the excess of the principal balance of the automobile loan contracts over the aggregate principal amount of the notes; ●   the subordination of each class of notes to those classes senior to it[, including the subordination of the class of notes which is not being offered by this prospectus to each class of notes being offered by this prospectus]; and ●   a reserve account that can be used to cover payments of timely interest, parity principalpayments and ultimate principal on the notes.

[AmeriCredit Automobile Receivables Trust 20        -     will offer asset-backed notes with an aggregate initial principal amount of $                 or an aggregate initial principal amount of $                    . If the aggregate initial principal amount of the notes is $                    , the following notes will be offered:]

	Principal      Amount[(1)][(7)]		Interest Rate		Final Scheduled     Distribution Date		Price     to  Public[(2)]		Underwriting   Discounts		Proceeds   to Seller[(3)]
Class A-1 Notes		$		%		, 20		%		%		%
Class A-2[-A] Notes[(4)]		$		%		, 20		%		%		%
[Class A-2-B Notes[(4)]]		$		[30-day average SOFR] +          %[(5)][(6)]		, 20		%		%		%]
Class A-3 Notes		$		%		, 20		%		%		%
Class B Notes		$		%		, 20		%		%		%
Class C Notes		$		%		, 20		%		%		%
Class D Notes		$		%		, 20		%		%		%
		$						$		$		$

[(1) If the aggregate initial principal amount of the notes is $                    , the following notes will be offered: $                     of Class A-1 Notes, $                     of Class A-2 Notes, $                     of Class A-3 Notes, $                     of Class B Notes, $                     of Class C Notes and $                     of Class D Notes. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. See “Risk Factors—Risks Related to the Characteristics of the Notes—Risks associated with unknown aggregate initial principal amount of the notes.”]

[(2)] Plus accrued interest, if any, from                     , 20     .

[(3)] Before deducting expenses, estimated to be $                .

[[(4)] The allocation of the principal amount between the Class A-2-A Notes and the Class A-2-B Notes will be determined on or before the date of pricing.] [The issuing entity expects that the principal amount of the Class A-2-B Notes will not exceed $                .]

[[(5)] The Class A-2-B Notes will accrue interest at a floating rate based on [30-day average SOFR]. For more information on how [30-day average SOFR] is determined, see “Description of the Notes—Determination of SOFR”.] [Note: For illustrative purposes, the prospectus contemplates that the Class A-2-B notes will accrue interest at a floating rate based on 30-day average secured overnight financing rate (SOFR). In a particular transaction, none or different classes of notes may accrue interest at a floating rate and

that floating rate of interest may be based on an index different than [30-day average SOFR], including other SOFR-based rates such as Term SOFR or SOFR in arrears.]

[[(6)] If the sum of [30-day average SOFR] +__% is less than 0.00% for any interest period, then the interest rate for the Class A-2-B Notes for such interest period will be deemed to be 0.00%.]

[[(7)] At least 5% of the initial principal amount of each class of notes will be retained by the depositor or another majority-owned affiliate of the sponsor to satisfy the risk retention obligations of the sponsor described under “Credit Risk Retention”.] [Note: For vertical risk retention only]

[The issuing entity will not pay principal during the revolving period, which is scheduled to terminate on                     , 20        . However, if the revolving period terminated early as a result of an early amortization event, principal payments may commence prior to that date.] [The issuing entity will enter into a hedge agreement with [hedge counterparty] for the purpose of providing an additional source of funds for payments on the notes.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Bookrunners
[                    ]	[                    ]
Co-Managers for the Class A Notes
[                    ]	[                    ]

Prospectus dated                 , 20        .

[The registrant intends to utilize pay-as-you-go takedowns from the registration statement on Form SF-3 to which this form of prospectus relates

(Registration No. 333-[                ]) and in connection with any corresponding issuance of securities the registrant will pay the related registration fee and include the following table in the related prospectus. The registration fees will be calculated in accordance with Rule 457(s) of the Securities Act of 1933, as amended]

This document is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover of this prospectus.

TABLE OF CONTENTS

	Page
SUMMARY OF PROSPECTUS		8
RISK FACTORS		26
USE OF PROCEEDS		48
THE SPONSOR AND THE SERVICER		48
THE DEPOSITOR		50
THE ISSUING ENTITY		51
THE OWNER TRUSTEE		55
THE TRUSTEE AND TRUST COLLATERAL AGENT		55
THE ASSET REPRESENTATIONS REVIEWER		56
[THE HEDGE COUNTERPARTY]		58
THE SPONSOR'S AUTOMOBILE FINANCING PROGRAM		58
THE SPONSOR'S SECURITIZATION PROGRAM		65
THE SPONSOR'S STATIC POOL INFORMATION		66
THE TRUST PROPERTY		66
THE AUTOMOBILE LOAN CONTRACTS		68
DEPOSITOR REVIEW OF AUTOMOBILE LOAN CONTRACTS		92
YIELD AND PREPAYMENT CONSIDERATIONS		95
DESCRIPTION OF THE NOTES		108

	Page
DESCRIPTION OF THE TRANSACTION DOCUMENTS		116
MATERIAL LEGAL ASPECTS OF THE AUTOMOBILE LOAN CONTRACTS		142
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		150
ERISA CONSIDERATIONS		155
POOL FACTORS		158
LEGAL INVESTMENT		158
VOLCKER RULE CONSIDERATIONS		159
LEGAL PROCEEDINGS		159
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		160
CREDIT RISK RETENTION		160
RATINGS		165
UNDERWRITING		166
LEGAL OPINIONS		170
INCORPORATION BY REFERENCE		170
FINANCIAL INFORMATION		170
GLOSSARY		171
ANNEX A STATIC POOL INFORMATION		A-1
ANNEX B CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES		B-1

Until ninety (90) days after the date of this prospectus, all dealers that buy, sell or trade the notes, may be required to deliver a prospectus, regardless of whether they are participating in the offer. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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Important Notice about the Information Presented in this Prospectus

• You should rely only on information provided or referenced in this prospectus. We have not authorized anyone to provide you with different information.

• We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The table of contents on the previous page provides the pages on which these captions are located.

Where You Can Find More Information

The depositor, AFS SenSub Corp., as registrant, filed with the Securities and Exchange Commission, or the Commission, or the SEC, under the Commission file number 333-[            ], a registration statement under the Securities Act of 1933, as amended, or the Securities Act, with respect to the notes offered pursuant to this prospectus. This prospectus, which forms a part of the registration statement, omits certain information contained in such registration statement pursuant to the rules and regulations of the Commission.

As long as the issuing entity is required to report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, the issuing entity will file, or the servicer or the depositor will file for the issuing entity, annual reports on Form 10-K and distribution reports on Form 10-D, monthly asset-level data files and related documents on Form ABS-EE any current reports on Form 8-K, and amendments to those reports with the Commission under the file number 333-[            ]-        . A copy of any reports may be obtained by any noteholder by request to the servicer.

The depositor engaged a third party to assist in certain components of the review of the automobile loan contracts that is described under “Depositor Review of Automobile Loan Contracts.” The report produced by that third party is a “third-party due diligence report” pursuant to Rule 15Ga-2 of the Exchange Act, and the findings and conclusions of that report were therefore furnished to the Commission on a Form ABS-15G on                     , 20         under file number 333-[            ].

A number of items are incorporated by reference into this prospectus. See “Incorporation by Reference” for a description of incorporation by reference.

The Commission maintains a website containing reports, proxy materials, information statements and other information regarding issuers that file electronically with the Commission. The address is http://www.sec.gov.

You may request a free copy of any of the filings incorporated by reference into this prospectus by writing or calling: AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000. You may obtain more information about AmeriCredit at https://www.gmfinancial.com. The information about AmeriCredit’s website in the immediately preceding sentence and its content is not incorporated by reference into this prospectus.

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[Notice to Investors: United Kingdom

PROHIBITION ON SALES TO U.K. RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY U.K. RETAIL INVESTOR IN THE UNITED KINGDOM (U.K.). FOR THESE PURPOSES, THE EXPRESSION U.K. RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF COMMISSION DELEGATED REGULATION (EU) 2017/565, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE EUWA), AND AS AMENDED; OR (2) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE FSMA) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA (SUCH RULES AND REGULATIONS, AS AMENDED) TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED; OR (3) NOT A QUALIFIED INVESTOR (U.K. QUALIFIED INVESTOR) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA, AND AS AMENDED (THE U.K. PROSPECTUS REGULATION). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF THE EUWA AND AS AMENDED (THE U.K. PRIIPS REGULATION) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO U.K. RETAIL INVESTORS IN THE U.K. HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY U.K. RETAIL INVESTOR IN THE U.K. MAY BE UNLAWFUL UNDER THE U.K. PRIIPS REGULATION.

OTHER U.K. OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE U.K. PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE U.K. WILL BE MADE ONLY TO A U.K. QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE U.K. OF THE NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO U.K. QUALIFIED INVESTORS. NEITHER THE ISSUING ENTITY, NOR THE DEPOSITOR, NOR ANY OF THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE U.K. OTHER THAN TO U.K. QUALIFIED INVESTORS.

OTHER U.K. REGULATORY RESTRICTIONS

WITHIN THE U.K., THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED TO PERSONS (I) AUTHORIZED TO CARRY ON A REGULATED ACTIVITY UNDER THE FSMA, (II) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE FPO), (III) WHO FALL WITHIN ARTICLE 49(2) OF THE FPO, OR (IV) WHO ARE PERSONS TO WHOM THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (TOGETHER, RELEVANT PERSONS). IN THE U.K., THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. IN THE U.K., ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS

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PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE U.K. OTHER THAN A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE FSMA.

POTENTIAL INVESTORS IN THE U.K. ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE U.K. REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE NOTES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE U.K. FINANCIAL SERVICES COMPENSATION SCHEME.]

[Notice to Investors: European Economic Area

PROHIBITION ON SALES TO E.U. RETAIL INVESTORS

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY E.U. RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (THE EEA). FOR THESE PURPOSES, THE EXPRESSION E.U. RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, MIFID II); (2) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (3) NOT A QUALIFIED INVESTOR (E.U. QUALIFIED INVESTOR) AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 (AS AMENDED, THE E.U. PROSPECTUS REGULATION).

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE E.U. PRIIPS REGULATION) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO E.U. RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY E.U. RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE E.U. PRIIPS REGULATION.

OTHER EEA OFFERING RESTRICTIONS

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE E.U. PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN THE EEA WILL BE MADE ONLY TO AN E.U. QUALIFIED INVESTOR. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THE EEA OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO E.U. QUALIFIED INVESTORS. NEITHER THE ISSUING ENTITY, NOR THE DEPOSITOR, NOR ANY OF THE UNDERWRITERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN THE EEA OTHER THAN TO E.U. QUALIFIED INVESTORS.]

Forward-Looking Statements

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions the sponsor and the depositor consider reasonable. Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events. Neither the sponsor nor the depositor is obligated to update or revise any forward-looking statements, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

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[Summary of Risk Factors]¹

[The following is only a limited summary of the risks related to this transaction. You should carefully read and consider the risk factors set forth under “Risk Factors,” as well as all other information contained in this prospectus.

● [The impact of the COVID-19 pandemic on the automobile loan contracts is unknown and cannot be predicted. The COVID-19 pandemic has caused a significant increase in unemployment and economic uncertainty. High unemployment, lack of available credit and other factors that impact consumer confidence and disposable income are likely to lead to increased delinquencies, defaults, repossessions and losses on the automobile loan contracts and could result in losses on the notes.]

● There are only limited assets supporting the notes. If there are losses on the notes, the subordinate classes of notes are more sensitive to losses than more senior classes of notes. Noteholders will not have recourse against the sponsor or any other party for losses on the notes.

● A variety of factors can affect the rate at which your notes amortize, including the rate at which obligors prepay their automobile loan contracts, repurchases by the sponsor or the depositor for breaches of representations or warranties, acceleration of the notes upon the occurrence of an event of default or exercise by the sponsor or the depositor of its right to redeem the notes, which could cause repayment of principal on the notes at a different rate than you expect.

● There may not be a secondary market for the notes and you may not be able to sell your notes even though you may want to sell.

● [SOFR is a relatively new reference rate which could have an adverse impact on the Floating Rate Notes.]

● [Even though the Class A-2-B Notes are floating-rate notes, the issuing entity will not enter into any interest rate hedges to mitigate the interest rate risk. An increase in [30-day average SOFR] would increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the interest due on the automobile loan contracts which may cause you to experience delays or reductions in the payments on your notes.]

● [During periods in which the floating rate payable by the hedge counterparty is substantially greater than [the fixed rates payable by the issuing entity under the interest rate swap transactions]/[the strike rate under the interest rate cap transaction], the issuing entity will be more dependent on receiving payments from the hedge counterparty in order to make interest payments on the notes. If the hedge counterparty fails to pay any required payment, you may experience delays and/or reductions in the interest and principal payments on your notes.]

● [During periods in which the floating rate payable by the hedge counterparty under any interest rate swap transaction are less than the fixed rates payable by the issuing entity under the interest rate swap transaction, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the automobile loan contracts and insufficient funds on

¹  To be included if Risk Factors exceed fifteen (15) pages.

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deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.]

● There are risks associated with the characteristics and performance of the automobile loan contracts. Adverse events in geographic areas where there are a high concentration of automobile loan contracts may increase the losses and delinquencies on automobile loan contracts in those areas, which may cause losses on the notes.

● Any adverse change in the value of a specific vehicle model, including due to a vehicle recall by the manufacturer, could increase the delinquency or loss experience of related automobile loan contracts and could cause losses on the notes, especially if there is a high concentration of the specific vehicle model in the pool of automobile loan contracts.

● Losses and delinquencies on the automobile loan contracts in the pool may differ from the sponsor’s historical loss and delinquency levels[, including because of the COVID-19 pandemic or other][due to various] economic factors.

● An insolvency of the sponsor, the depositor or the issuing entity may cause payments on the notes to be reduced or delayed.

● The sponsor, in its capacity as servicer, will commingle collections with the sponsor’s general corporate funds. If a bankruptcy proceeding is commenced with respect to the servicer, the trust collateral agent may not have a perfected security interest in those collections and they may be unavailable to noteholders.

● Federal and state laws may prohibit, limit, or delay repossession and sale of the vehicles to recover losses on defaulted automobile loan contracts. As a result, you may experience delays in receiving payments and suffer losses on your notes.

● The sponsor is subject to a wide variety of laws and regulations, including supervision by the Consumer Financial Protection Bureau and climate related legislation and regulation, and various legal and regulatory proceedings and governmental investigations in the ordinary course of the sponsor’s business. Any violations of law or unfair lending practices by the sponsor could result in enforcement actions, fines, and mandated process, procedure or product-related changes or consumer refunds. An adverse outcome in one or more proceedings or investigations could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm.

● A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes.]

5

Summary of Transaction Parties ⁽¹⁾

(1) This chart provides only a simplified overview of the relationships between the key parties to the transaction.

Refer to this prospectus for a further description of the relationships between the key parties.

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Flow of Funds⁽¹⁾

⁽¹⁾  This chart provides only a simplified overview of the priority of the monthly distributions. The order in which funds will flow each month as indicated above is applicable for so long as no event of default has occurred. For more detailed information or for information regarding the flow of funds upon the occurrence of an event of default, please refer to the prospectus for a further description.

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Summary of Prospectus

● This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. To understand all of the terms of the offering of the notes, carefully read this entire prospectus.

● This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this prospectus.

● There are material risks associated with an investment in the notes. You should read the section entitled “Risk Factors” beginning on page      of this prospectus and consider the risk factors described in that section before making a decision to invest in the notes.

The Issuing Entity

AmeriCredit Automobile Receivables Trust 20        -    , or the issuing entity, is a Delaware statutory trust. The issuing entity will issue the notes and be liable for their payment. The issuing entity’s principal asset will be a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks and vans.

The Depositor

AFS SenSub Corp., or the depositor, is a Nevada corporation which is a wholly-owned special-purpose subsidiary of AmeriCredit. The depositor will sell the pool of sub-prime automobile loan contracts to the issuing entity.

The Sponsor and the Servicer

AmeriCredit Financial Services, Inc., or AmeriCredit, or the sponsor, or the servicer, is a Delaware corporation. The servicer services under the “AmeriCredit” and “GM Financial” brands, and may service under other GM affiliate brand names. AmeriCredit’s principal offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102 and its telephone number is (817) 302-7000.

The sponsor either purchased the automobile loan contracts without recourse from automobile dealers or directly originated the automobile loan contracts with consumers. The sponsor will sell the automobile loan contracts to the depositor and, in its capacity as servicer, will

service the automobile loan contracts on behalf of the issuing entity.

The Trustee and Trust Collateral Agent

[Trustee], or the trustee, or the trust collateral agent is a [state/national] [entity type]. The trustee will serve as trustee and trust collateral agent pursuant to the indenture and as trust collateral agent pursuant to the sale and servicing agreement.

The Owner Trustee

[Owner Trustee], or the owner trustee, is a [state/national] [entity type]. [Owner Trustee] will serve as owner trustee not in its individual capacity but solely as owner trustee of the issuing entity, pursuant to the trust agreement.

The Asset Representations Reviewer

[Asset Representations Reviewer], or the asset representations reviewer, is a [state/national] [entity type]. [Asset Representations Reviewer] will serve as asset representations reviewer pursuant to the asset representations review agreement.

[The Hedge Counterparty]

[[Hedge Counterparty], or the hedge counterparty, is a [state/national] [entity type]. In order to hedge against the interest rate risk that results from the fixed rate automobile loan contracts producing the income stream that will support the variable rate [Class A-2-B Notes],

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on the closing date, the issuing entity will enter into either an interest rate swap transaction or an interest rate cap transaction with the hedge counterparty.]

[Statistical Calculation Date

            , 20    . This is the date that was used in preparing the statistical information that is presented in this prospectus.]

[Initial] Cutoff Date

            , 20    . The issuing entity will receive amounts collected on the [initial] automobile loan contracts after this date.

Closing Date

On or about             , 20    .

[Revolving Period

The revolving period will commence on the closing date and will end on the earlier of (i)             , 20     [date no later than the three year anniversary of the closing date] (after giving effect to distributions on that date), which is the scheduled amortization date, and (ii) the date on which an early amortization event occurs (prior to giving effect to any distributions made on that date if such date is a distribution date). Early amortization events are described further in “Description of the Transaction Documents— Early Amortization Events” in this prospectus. If no early amortization event occurs, principal will first be distributable to the noteholders on the             , 20     distribution date. If an early amortization event occurs, principal will first be distributable to the noteholders on the distribution date immediately succeeding such early amortization event or, if the early amortization event occurs on a distribution date, on the date on which the early amortization event occurs.]

Description of the Securities

The issuing entity will issue the asset-backed notes pursuant to the indenture. The notes are designated as the “Class A-1 Notes,” the “Class A-2[-A] Notes,” [the Class A-2-B Notes,” ]the “Class A-3 Notes,” the “Class B Notes,” the “Class C Notes,” [and] the “Class D Notes” [and

the “Class E Notes”]. [The Class A-2-B Notes are sometimes referred to as the “Floating Rate Notes.” The Class A-2-A Notes and the Class A-2-B Notes, collectively, are the “Class A-2 Notes” and constitute a single class having equal rights to payments of principal and interest, which will be made on a pro rata basis based on the principal amount of the Class A-2 Notes.] The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes are the “Class A Notes.” [A] [R]/[r]esidual certificate[s] representing the residual interest in the issuing entity will also be issued pursuant to the trust agreement, [but the residual certificate[s] will initially be retained by the depositor or an affiliate and [is]/[are] not being offered pursuant to this prospectus.] [The depositor or its affiliate will retain the right to sell all or a portion of the certificates, other than 5% of such certificates, at any time for so long as described under “Credit Risk Retention” of this prospectus.]

[The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are being offered by this prospectus and are sometimes referred to as the publicly offered notes or the offered notes. [The Class E Notes are not being offered by this prospectus, and [are anticipated to be privately placed primarily with institutional investors][will initially be retained by the depositor or an affiliate of the depositor]. [The Class E Notes are sometimes referred to as the non-offered notes.[, and collectively with the [publicly offered notes, the notes.] [All or a portion of one or more of the other classes of notes may be retained by the depositor or its affiliates. For more information, see “Risk Factors —Risks Related to the Characteristics of the Notes—Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes.”] [At least 5% of the initial principal amount of each class of the notes will be retained by the depositor or another majority-owned affiliate of the sponsor described under “Credit Risk Retention” of this prospectus.]]

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Each class of notes will have the initial note principal amount, interest rate and final scheduled distribution date listed in the following table[s]:

[Publicly Offered] Notes

Class	Initial Note Principal    Amount[(1)][(5)]	Interest Rate	Final Scheduled     Distribution     Date
A-1	$	%	, 20
A-2[-A[(2)]]	$	%	, 20
[A-2-B[(2)]	$	[30-day average SOFR] +        %[(3)][(4)]	, 20    ]
A-3	$	%	, 20
B	$	%	, 20
C	$	%	, 20
D	$	%	, 20

[(1) The table above reflects the notes that will be offered in the aggregate initial principal amount of the notes is $            . If the aggregate initial principal amount of the notes is $            , the following notes will be offered: $             of Class A-1 Notes, $             aggregate amount of Class A-2[-A] Notes [and Class A-2-B Notes], $             of Class A-3 Notes, $             of Class B Notes, $             of Class C Notes and $             of Class D Notes. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. See “Risk Factors—Risks Related to the Characteristics of the Notes—Risks associated with unknown aggregate initial principal amount of the notes.”]

[[(2)] The allocation of the principal amount between the Class A-2-A Notes and the Class A-2-B Notes will be determined on or before the date of pricing.][The issuing entity expects that the principal amount of the Class A-2-B Notes will not exceed $             [if the aggregate initial principal amount of the notes is $            , or $             if the aggregate initial principal amount of the notes is $            .]]

[[(3)] The Class A-2-B Notes will accrue interest at a floating rate based on [30-day average SOFR][Term SOFR][SOFR in arrears]. For more information on how [30-day average SOFR][Term SOFR][SOFR in arrears] is determined, see “Description of the Notes—Determination of SOFR.”

[[(4)] If the sum of the [30-day average SOFR] +      % is less than 0.00% for any interest period, then the

interest rate for the [Class A-2-B Notes] for such interest period will be deemed to be 0.00%.]

[[(5)] At least 5% of the initial principal amount of each class of notes will be retained by the depositor or another majority-owned affiliate of the sponsor to satisfy the risk retention obligations of the sponsor described under “Credit Risk Retention”.] 

[Non-Offered Notes

Class	Initial Note Principal     Amount[(1)]	Interest     Rate	Final Scheduled Distribution Date
E	$	%[(2)]		, 20	]

[(1) If the aggregate initial principal amount of the notes is $            , the initial principal amount of the Class E Notes will be $            .]

[(2)] Prior to the [twenty-fourth] distribution date, interest on the Class E Notes will accrue at 0.00%.    From and after the [twenty-fourth] distribution date, (i) if on the [twenty-fourth] distribution date target overcollateralization is satisfied, interest on the Class E Notes will accrue at       %, or (ii) if on the twenty-fourth distribution date target overcollateralization is not satisfied, interest on the Class E Notes will accrue at       %.

Interest on each class of notes will accrue during each interest period at the applicable interest rate.

[With respect to the Floating Rate Notes, interest will accrue at a floating rate based on [30-day average SOFR][Term SOFR][SOFR in arrears], as described further under “Description of the Notes—Determination of SOFR.”]

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[The SOFR determination date for each interest period will be the second business day prior to the date on which such interest period begins.][Note that the SOFR determination date may differ if a benchmark other than 30-day average SOFR is used.]

[The sponsor will make the determination regarding the initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. See “Risk Factors—Risks associated with unknown aggregate initial principal amount of the notes.”]

The [publicly offered] notes will initially be issued in book-entry form only, and will be issued in minimum denominations of $1,000 and integral multiples of $1,000 [(except for one note of each class which may be issued in a denomination other than an integral multiple of $1,000)].

The notes will not be listed on any securities exchange.

You may hold your [publicly offered] notes through The Depository Trust Company in the United States or through Clearstream Banking, société anonyme or the Euroclear System in Europe.

The notes will be secured solely by the pool of sub-prime automobile loan contracts and the other assets of the issuing entity which are described under “—The Trust Property.”

Distribution Dates

● For as long as the sponsor is the servicer, the distribution date will be the             day of each month, subject to the business day rule set forth below, commencing on             , 20    . If the sponsor is no longer acting as servicer, the distribution date may be a different day of the month, subject to the business day rule set forth below.

● Business day rule:

If any distribution date is not a business day, then the distribution due on that date will be made on the next business day.

● Record dates:

The record date for each distribution date is the close of business on the business day immediately preceding that distribution date. The record date is the date as of which the trust collateral agent will fix the identity of noteholders. Noteholders whose identities are fixed on a record date will receive payments on the related distribution date.

● Collection periods:

The collection period for each distribution date is the calendar month immediately preceding the calendar month in which that distribution date occurs or, for the first distribution date, the period after the [initial] cutoff date to the close of business on             , 20    . Amounts received on the trust property during each collection period will be used to make the payments described under “—Payments” on the related distribution date.

Payments

As further described under the section of this prospectus entitled “Description of the Transaction Documents — Distributions — Distribution Date Payments,” the servicer will instruct the trust collateral agent to make the distributions from available funds on each distribution date in the following order of priority (except in those circumstances when the priority of payments set forth under “—Events of Default” is applicable):

1. [if the hedge agreement is a swap agreement, to the hedge counterparty, net payments (excluding swap termination payments), if any, then due to it under the interest rate swap transaction;]

[2.] to the servicer, the servicing fee for the related collection period, any supplemental servicing fees for the related collection period, any reimbursements for mistaken deposits and other related amounts and certain other amounts due on the automobile loan contracts that the servicer is entitled to retain[, and any nonrecoverable advances due to the servicer]; and to the

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sponsor, amounts deposited into the collection account but not related to interest, principal or extension fees due on the automobile loan contracts;

2. to the trustee, the owner trustee, the trust collateral agent and the asset representations reviewer, any accrued and unpaid fees, expenses and indemnities then due to each of them (to the extent the servicer has not previously paid those fees, expenses and indemnities), in each case subject to a maximum specified annual limit;

3. [pari passu, (a)] to pay interest due on the Class A Notes [and (b) if the hedge agreement is a swap agreement, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement);];

4. [after the revolving period,] to pay principal to the extent necessary to reduce the principal amount of the Class A Notes to the pool balance, which amount will be paid out as described under “—Principal”;

5. to pay the remaining principal amount of any Class A Notes on their respective final scheduled distribution dates;

6. to pay interest due on the Class B Notes;

7. [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 4 and 5 above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the pool balance, which amount will be paid out as described under “—Principal”;

8. to pay the remaining principal amount of the Class B Notes on their final scheduled distribution date;

9. to pay interest due on the Class C Notes;

10. [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made

under clauses 4, 5, 7 and 8 above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the pool balance, which amount will be paid out as described under “—Principal”;

11. to pay the remaining principal amount of the Class C Notes on their final scheduled distribution date;

12. to pay interest due on the Class D Notes;

13. [after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10 and 11 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the pool balance, which amount will be paid out as described under “—Principal”;

14. to pay the remaining principal amount of the Class D Notes on their final scheduled distribution date;

15. [to pay interest due, if any, on the Class E Notes;]

16. [[after the revolving period,] to pay principal to the extent necessary, after giving effect to any payments made under clauses [4, 5, 7, 8, 10, 11, 13 and 14] above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes to the pool balance, which amount will be paid out as described under “—Principal”;]

17. [to pay the remaining principal amount of the Class E Notes on their final scheduled distribution date;]

18. [during the revolving period, to the revolving account an amount equal to the Noteholders’ Principal Distributable amount for the collection period (calculated without deduction for the Step Down Amount), and after the revolving period,] to pay the Noteholders’ Principal Distributable Amount, which amount will be paid out as described under “—Principal”;

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19. to the reserve account, the amount necessary to cause the amount deposited therein to equal the specified reserve account amount;

20. to make a payment of the Accelerated Principal Amount, which amount will be paid out as described under “—Principal”;

21. [after the revolving period][to pay principal to reduce the Class E Note principal amount to a specified amount, or, if the Class E Notes are no longer outstanding,] to pay each of the trustee, the owner trustee, the trust collateral agent and the asset representations reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in the sale and servicing agreement; [and]

22. [[if the hedge agreement is a swap agreement, to the hedge counterparty, any unpaid swap termination payments;] and

23. to pay all remaining amounts to the certificateholder[s].

Sale of Automobile Loan Contracts

In certain circumstances the servicer may direct the issuing entity to sell automobile loan contracts that are more than 60 days delinquent to a third party that is unaffiliated with the servicer, the sponsor, the depositor or the issuing entity. Delinquent automobile loan contracts may be sold only if the sale proceeds received are at least equal to certain minimum sale proceeds set forth in the sale and servicing agreement. Furthermore, in no event may more than 20% of [the sum of] the initial number of automobile loan contracts [plus the subsequent number of automobile loan contracts] in the pool be sold by the issuing entity in this manner.

Interest

Interest on the notes will be payable on each distribution date. The interest period relating to each distribution date will be the period from and including the immediately preceding

distribution date—or, in the case of the first distribution date, from and including the closing date—to but excluding the related distribution date. Interest on the notes of each class will accrue at the interest rate for that class during each interest period. Interest payable on the Class A Notes will be paid pari passu to the holders of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

Interest on the Class A-1 Notes [and the Class A-2-B Notes ]will be calculated on an “actual/360” basis. Interest on the other classes of notes will be calculated on a “30/360” basis.

Principal

● Principal of the notes will be payable on each distribution date [after the revolving period], in an amount generally equal to:

1. 100% of the principal amortization which occurred in the automobile loan contract pool during the prior calendar month, but not to exceed the amount necessary to build and maintain the required overcollateralization, plus

2. certain amounts of interest collected on the automobile loan contracts during the prior calendar month, which will be used to pay principal on the notes on that distribution date, but only as necessary to prevent undercollateralization or to cause the remaining principal amount of a class of notes to be repaid on its final scheduled distribution date, plus

3. certain amounts of excess cashflow collected on the automobile loan contracts during the prior calendar month, which would otherwise be distributed to the certificateholder[s], which will be used to pay principal on the notes on that distribution date, but only as necessary to build or maintain overcollateralization at its required level [or to reduce the principal amount of the Class E Notes until they are paid off].

● The outstanding principal amount of any class of notes, if not previously paid, will be

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payable on the final scheduled distribution date for that class of notes.

● The classes of notes are “sequential pay” classes. On each distribution date, all amounts allocated to the payment of principal as described in clauses [4, 5, 7, 8, 10, 11, 13, 14, 16, 17, 18 and 20] of “Payments” above will be aggregated and will be paid out in the following order of priority (except in those circumstances when the priority of payments set forth below in “Events of Default” is applicable):

1. to the Class A–1 Notes, until they are paid off;

2. to the Class A–2 Notes [pro rata among the Class A-2[-A] Notes and the [Class A-2-B Notes], until they are paid off;

3. to the Class A–3 Notes, until they are paid off;

4. to the Class B Notes, until they are paid off;

5. to the Class C Notes, until they are paid off; [and]

6. to the Class D Notes, until they are paid off[; and

7. to the Class E Notes, until they are paid off].

[On each distribution date [after the revolving period] that the reserve account is funded at its target level and the overcollateralization target has been reached, excess interest that would otherwise be distributed to the certificateholder will instead be used to amortize the Class E Notes until their principal amount has been reduced to a specified amount (which will be zero if the aggregate principal balance of the automobile loan contracts has decreased to less than $                ). It is therefore likely that despite the fact that principal collections are paid sequentially, the Class E Notes will receive principal payments earlier than, and may be repaid in full earlier than, certain other classes senior to them.]

● Because the notes are “sequential pay,” if, due to losses, insufficient liquidation proceeds or otherwise, the trust property proves to be inadequate to repay the principal on all of the notes in full, it is possible that certain earlier maturing classes of notes will be paid in full and that the losses will be fully borne by the later maturing classes of notes. In that case, losses would be borne in reverse order of payment priority (i.e. beginning with the most junior class then outstanding).

The Trust Property

The issuing entity’s assets will principally include:

● a pool consisting of primarily sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks and vans;

● collections on the automobile loan contracts received after [            , 20    ] [the cutoff date] [or, in the case of subsequent automobile loan contracts, after the related cutoff date];

● the security interests in the financed vehicles securing the automobile loan contracts;

● the automobile loan contract files;

● an assignment of all rights to proceeds from claims on insurance policies covering the financed vehicles or the obligors;

● an assignment of all rights to proceeds from liquidating the automobile loan contracts;

● an assignment of the proceeds received from dealers under agreements between the sponsor and the dealers;

● amounts held in [pre-funding account,][the revolving account,] the collection account, the note distribution account and the reserve account;

● other rights under the transaction documents; and

● all proceeds from the items described above.

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[The]/[Each] Automobile Loan Contract Pool

● The automobile loan contracts consist of motor vehicle retail installment sale contracts [or promissory notes] originated by dealers for assignment to the sponsor and automobile loan contracts originated directly by the sponsor. All of the automobile loan contracts were originated in accordance with the sponsor’s credit policies. The automobile loan contracts are contracts made primarily to borrowers who have experienced prior credit difficulties and generally have credit bureau scores ranging from 500 to 700.

● The automobile loan contracts generally consist of simple interest automobile loan contracts, which provide for equal monthly payments.

● [From time to time on distribution dates during the revolving period, collections on the automobile loan contracts that have been deposited to the revolving account pursuant to the priority of payments set forth under “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus will be used to purchase subsequent automobile loan contracts.]

● Upon discovery of a breach by the depositor of certain of the representations and warranties with respect to the automobile loan contracts under the sale and servicing agreement, the depositor shall have the obligation to repurchase from the issuing entity any automobile loan contract in which the interests of the noteholders are materially and adversely affected by the breach by no later than the end of the second calendar month after the calendar month in which the breach was first discovered, unless the breach has been cured by that time.

● Upon either (i) the discovery of a breach by the sponsor of certain of the representations and warranties with respect to the automobile loan contracts under the purchase agreement in which the interests of

the noteholders are materially and adversely affected by the breach, or (ii) any other event which requires the repurchase of an automobile loan contract by the depositor under the sale and servicing agreement, the sponsor shall have the obligation to repurchase from the issuing entity any related automobile loan contract affected by the breach by no later than the end of the second calendar month after the calendar month in which the breach was first discovered, unless the breach has been cured by that time.

● Upon discovery of a breach by the servicer of certain covenants with respect to its servicing of the automobile loan contracts under the sale and servicing agreement, the sponsor shall purchase from the issuing entity the automobile loan contracts affected by such breach if the interests of the noteholders are materially and adversely affected by such breach.

Servicing Fee

The servicer will be paid on each distribution date from available funds prior to any payments on the notes. The servicer will receive the following fees as payment for its services on each distribution date:

● For so long as the sponsor is the servicer:

– A servicing fee, generally equal to (1) one-twelfth (or in the case of the first distribution date, a fraction equal to the number of days from and including             , 20     through and including             , 20    , over 360) times (2)     % times (3) the aggregate principal balance of the automobile loan contracts (but excluding any automobile loan contract that, prior to the end of the last day of the related collection period, related to a liquidated or repurchased vehicle) as of the opening of business on the first day of the related collection period (or in the case of the first distribution date, as of the opening of business on             , 20    ); and

– A supplemental servicing fee, equal to all administrative fees, expenses and charges

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paid by or on behalf of obligors, including late fees, prepayment fees and liquidation fees collected on the automobile loan contracts during the related collection period (but excluding any fees or expenses related to extensions).

● If any entity other than the sponsor becomes the servicer, the servicing fee may be adjusted as agreed upon by the majority noteholders of the most senior class outstanding and the successor servicer as set forth in the sale and servicing agreement.

[Statistical] Pool Information

● [The statistical information in this prospectus is based on the automobile loan contracts in the pool as of             , 20    , or the [statistical calculation date]/[initial] cutoff date. The statistical distribution of the characteristics of the [initial] automobile loan contract pool as of the [initial] cutoff date, which is             , 20    , will vary somewhat from the statistical distribution of those characteristics as of the statistical calculation date, although the sponsor and the depositor do not expect that the variance will be material.]

● [As of the [statistical calculation date]/[[initial] cutoff date], the automobile loan contracts in the [statistical] pool had:][ One pool was produced that relates to the notes if the aggregate initial principal amount of the notes is $             and as of the [initial] cutoff date, the automobile loan contracts in such pool had:]

– an aggregate principal balance of $                    ;

– a weighted average annual percentage rate of approximately         %;

– a weighted average original term to maturity of approximately      months;

– a weighted average remaining term to maturity of approximately      months;

– an individual remaining term to maturity of not more than      months and not less than      months;

– an individual original term to maturity of not less than      months and not more than      months; and

– a weighted average custom score of          and a weighted average credit bureau score of         .

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of the [initial] cutoff date, the automobile loan contracts in the pool are expected to have an aggregate principal balance of approximately $                    .]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of the [initial] cutoff date, up to         % of the automobile loan contracts may have a scheduled payment that is between         and         days past due.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the number of automobile loan contracts in the [statistical] pool have been delinquent between 31 and 60 days one or more times; and         % of the number of automobile loan contracts in the [statistical] pool have been delinquent between 61 and 90 days one or more times.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool have received one or more monthly payment extensions.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal

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amount of the notes is $                        , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool have had their original terms modified.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool are automobile loan contracts that were previously pledged as collateral in securitizations arranged by the sponsor that were repurchased in connection with a “clean-up call” of the related securitization.]

● :][ One pool was produced that relates to the notes if the aggregate initial principal amount of the notes is $                 and as of the [initial] cutoff date, the automobile loan contracts in such pool had:]

– an aggregate principal balance of $                    ;

– a weighted average annual percentage rate of approximately         %;

– a weighted average original term to maturity of approximately      months;

– a weighted average remaining term to maturity of approximately      months;

– an individual remaining term to maturity of not more than      months and not less than      months;

– an individual original term to maturity of not less than      months and not more than      months; and

– a weighted average custom score of          and a weighted average credit bureau score of         .

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                , as] [As] of the [initial] cutoff date, the

automobile loan contracts in the pool are expected to have an aggregate principal balance of approximately $                .]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of the [initial] cutoff date, up to         % of the automobile loan contracts may have a scheduled payment that is between         and __ days past due.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the number of automobile loan contracts in the [statistical] pool have been delinquent between 31 and 60 days one or more times; and         % of the number of automobile loan contracts in the [statistical] pool have been delinquent between 61 and 90 days one or more times.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool have received one or more monthly payment extensions.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool have had their original terms modified.]

● [[With respect to the pool that relates to the notes if the aggregate initial principal amount of the notes is $                    , as] [As] of [the statistical calculation date]/[the [initial] cutoff date],         % of the automobile loan contracts in the [statistical] pool are automobile loan contracts that were previously pledged as collateral in securitizations arranged by the sponsor that

17

were repurchased in connection with a “clean-up call” of the related securitization.]

● [Insert data regarding the number of automobile loan contracts in the [statistical] pool that are outside of the sponsor’s underwriting guidelines and a description of the nature of how these automobile loan contracts differ, to the extent applicable and material.]

● [Additional statistical information about the automobile loan contracts is provided under “The Automobile Loan Contracts.”]

[Revolving Feature

No principal payments will be made on the notes during the revolving period. During the revolving period, amounts otherwise available to pay principal on the notes on a distribution date will be deposited into the revolving account and applied to purchase subsequent automobile loan contracts from the depositor on distribution dates, at least once per calendar year. Additionally, excess cashflow will be deposited into the revolving account on each distribution date during the revolving period to purchase subsequent automobile loan contracts to build and maintain the required level of overcollateralization. If no early amortization event occurs, principal will first be distributable to the noteholders on the                 , 20     distribution date. If an early amortization event does occur, principal will first be distributable to the noteholders on the distribution date immediately succeeding such early amortization event, or if the early amortization event occurs on a distribution date, on the date on which the early amortization event occurs.

The amount of subsequent automobile loan contracts that may be acquired from the depositor during the revolving period will be capped at the amount necessary to achieve the required level of overcollateralization. The amount of subsequent automobile loan contracts that are acquired from the depositor during the revolving period will be limited both by the amount of collections received by the issuing entity that it can use to purchase such subsequent automobile loan contracts and by the

availability of eligible automobile loan contracts for the issuing entity to purchase.

The subsequent automobile loan contracts were, or will also have been, originated by dealers for assignment to the sponsor or will be automobile loan contracts originated directly by the sponsor, and will not be materially different from the automobile loan contracts acquired by the issuing entity on the closing date. All of the subsequent automobile loan contracts will have been originated in accordance with the sponsor’s credit policies. Additional eligibility requirements for the subsequent automobile loan contracts purchased with amounts on deposit in the revolving account are described under “The Automobile Loan Contracts— Eligibility Criteria for Subsequent Automobile Loan Contracts.” The purchase price for each subsequent automobile loan contract will be its principal balance. To the extent that amounts allocated for the purchase of subsequent automobile loan contracts are not so used on any distribution date, they will remain in the revolving account and will be applied on subsequent distribution dates during the revolving period to purchase subsequent automobile loan contracts. Upon termination of the revolving period, the amortization period will begin and amounts received by the issuing entity will be available to be applied to the payment of principal of the notes as further described herein.]

[Pre-funding Feature

[Approximately] $                     of the proceeds from the sale of the notes will be deposited into a pre-funding account and will be used by the issuing entity to purchase subsequent automobile loan contracts from the depositor after the closing date. The issuing entity expects to purchase automobile loan contracts with an aggregate principal balance equal to [approximately] $                     [Insert amount that is no greater than 25% of the proceeds of the offering of the notes] with the amounts on deposit in the pre-funding account from time to time on or before                 , 20     [Insert date that is no more than one year from the closing date], which is the last day of the pre-funding period. The automobile loan contracts

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purchased with the amounts on deposit in the pre-funding account are expected to represent [approximately]         % of the initial aggregate principal balance of the expected automobile loan contract pool as of                 , 20    .

The subsequent automobile loan contracts were, or will also have been, originated by dealers for assignment to the sponsor or will be automobile loan contracts originated directly by the sponsor, and will not be materially different from the automobile loan contracts acquired by the issuing entity on the closing date. Additional eligibility requirements for the subsequent automobile loan contracts purchased with amounts on deposit in the pre-funding account are described under “The Automobile Loan Contracts— Eligibility Criteria for Subsequent Automobile Loan Contracts.”

[Approximately] $                     of the proceeds from the sale of the notes will be deposited into a capitalized interest account. Amounts will be released from the capitalized interest account on the first distribution date and on each distribution date thereafter, until the distribution date immediately following the last day of the pre-funding period, and will be used by the issuing entity as an additional source of funds to make payments on those distribution dates. The amount that will be released from the capitalized interest account on each of these distribution dates is described under “The Automobile Loan Contracts—                    .”]

Credit Enhancement

Credit enhancement for the notes will consist of excess cashflow, overcollateralization, subordination and a reserve account.

If available funds together with amounts available under any credit enhancement are insufficient to make required payments of principal on the notes, it is possible that certain earlier maturing Class A Notes will be paid in full and that the losses will be fully borne in reverse order of payment priority (i.e. starting with the most junior class of notes then outstanding) and losses may be incurred by the later maturing Class A Notes. In addition, the Class B Notes, the Class C Notes, the Class D Notes [and the Class E Notes] will only receive principal payments after each

class of notes senior to that class of notes has been paid in full [(except as described below with respect to the Class E Notes)], exposing those noteholders to losses.

Excess Cashflow

It is anticipated that more interest will be paid by the obligors on the automobile loan contracts each month than the amount that is necessary to pay both the interest earned on the notes each month and all of the issuing entity’s monthly fees and expenses, resulting in excess cashflow. Any excess cashflow that is generated in a particular month will be available to build and/or maintain the reserve account at its required level[, during the revolving period, to purchase subsequent automobile loan contracts so as to build and maintain a required level of overcollateralization and, after the revolving period], to make additional principal payments on the notes to build and maintain a target amount of overcollateralization [and to make accelerated payments of principal on the Class E Notes to a specified amount rather than to the certificateholder[s]]. See “Description of the Transaction Documents—Credit Enhancement—Application of Excess Cashflow” in this prospectus for more information regarding the application of excess cashflow.

Overcollateralization

Overcollateralization refers to the amount by which the aggregate principal balance of the automobile loan contracts [plus the amounts on deposit in the [revolving account][pre-funding account], if any,] exceeds the principal amount of the notes. On the closing date, the initial amount of overcollateralization will be approximately         % of [the sum of] the aggregate principal balance of the automobile loan contracts as of the [initial] cutoff date [plus the amount on deposit in the [revolving account][pre-funding account]].

[On each distribution date during the revolving period, excess cashflow, if any, will be used to purchase subsequent automobile loan contracts if necessary to build and maintain a target level of overcollateralization.] On each distribution date [after the revolving period], any excess

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cashflow that is not used to fund the reserve account to its required level will be available to be paid to the noteholders to reduce the principal amount of the notes in order to build to or maintain the target amount of overcollateralization.

The target amount of overcollateralization on any distribution date will equal (1)     % of the aggregate principal balance of the automobile loan contracts as of the end of [the [initial] cutoff date]/[the related collection period] [plus the amount in the [revolving account]/[pre-funding account], if any] [plus (2) the aggregate, cumulative amount of principal paid to the holders of the Class E Notes pursuant to clause [21] of “—Payments,” on all prior distribution date] minus [(2)]/[(3)] the amount required to be on deposit in the reserve account on that distribution date. See “Description of the Transaction Documents—Credit Enhancement—Overcollateralization” for more information regarding overcollateralization.

Subordination

A class of notes that is lower in priority of payment provides credit support to those classes of notes having higher priority of payment relative to that class. To the extent that the trust property does not generate enough cashflow in a particular month to satisfy the issuing entity’s obligations on the related distribution date, any shortfalls or losses will be absorbed as follows:

● first, [by the holders of the Class E Notes, to the extent amounts are due to them;

● second,] by the holders of the Class D Notes, to the extent amounts are due to them;

● [third], by the holders of the Class C Notes, to the extent amounts are due to them;

● [fourth], by the holders of the Class B Notes, to the extent amounts are due to them; and

● [fifth], by the holders of the Class A Notes, to the extent amounts are due to them, in reverse order of payment priority (except as described under “Events of Default”).

Reserve Account

On the closing date, [an amount determined by the sponsor prior to the closing date, provided, that such amount is not less than]         % of the [expected] initial aggregate principal balance of the automobile loan contracts[,] as of the [initial] cutoff date [plus, during the pre-funding period,         % of the amount on deposit in the pre-funding account] will be deposited into the reserve account. On each distribution date, any excess cashflow will be deposited into the reserve account to maintain the amount on deposit at [an amount determined by the sponsor prior to the closing date; provided, that such amount is not less than]         % of the initial aggregate principal balance of the automobile loan contracts[; provided, [further,] that the amount on deposit in the reserve account will not exceed the aggregate principal amount of the notes after giving effect to the payments described in clauses [1] through [18] under “— Payments” above].

If, on any distribution date, collections on the automobile loan contracts are insufficient to cover the payments of certain fees and expenses of the issuing entity, [net payments (other than termination payments) due to the hedge counterparty,] interest on the notes, principal payments on the notes that are necessary to maintain parity, or principal payments on each class of notes that are necessary to pay off any class of notes on its final scheduled distribution date, then amounts on deposit in the reserve account will be withdrawn and used to pay such shortfalls in the order of priority described under “—Payments” above.

[The Hedge Agreement

On the closing date, the issuing entity will enter into a hedge transaction with the hedge counterparty to hedge the floating interest rate on the Class A-2-B Notes. The hedge transaction will be either an interest rate swap transaction or an interest rate cap transaction.

Swap Transactions

If the issuing entity enters into an interest rate swap transaction with respect to the [Class A-2-B Notes], then that interest rate swap transaction

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will have an initial notional amount equal to the initial note principal amount of the [Class A-2-B Notes] and the notional amount in accordance with an amortization schedule set forth in the interest rate swap transactions that reflects (as of the closing date) the amortization schedule of the Class A-2-B Notes.

In general, under the swap transaction on each distribution date, the issuing entity will be obligated to pay the hedge counterparty a fixed rate payment based on a per annum fixed rate of         %, times the notional amount of the applicable interest rate swap transaction and the applicable day-count fraction, and the hedge counterparty will be obligated to pay the issuing entity a per annum floating interest rate payment based on [30-day average SOFR][Term SOFR][SOFR in arrears] times the notional amount of the interest rate swap transaction and the applicable day-count fraction. Payments on the interest rate swap transaction will be exchanged on a net basis. Any net swap payments owed by the issuing entity to the hedge counterparty on the interest rate swap transaction rank higher in priority than all payments on the notes.

The swap transaction may be terminated upon an event of default or a termination event specified in the swap agreement. If the swap transaction is terminated due to an event of default or other termination event, a termination payment may be due to the hedge counterparty by the issuing entity out of available funds.

The issuing entity’s obligation to pay the hedge counterparty any net swap payments and any other amounts due under the swap transaction will be secured by the lien granted by the issuing entity under the indenture.

For a more detailed description of the interest rate swap transactions and the hedge counterparty, see the sections of this prospectus entitled “Description of the Transaction Documents—The Hedge Agreement—Swap Transactions” and “The Hedge Counterparty.”

Cap Transactions

If the issuing entity enters into an interest rate cap agreement that is purchased on or before closing with respect to the [Class A-2-B Notes], on each distribution date, the hedge counterparty will pay to the issuing entity an amount equal to the product of (x) the excess, if any, of (i) [30-day average SOFR][Term SOFR][SOFR in arrears] for the related interest period over (ii)         %, (y) the notional amount set forth in the related confirmation with respect to the [Class A-2-B Notes] for that distribution date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related interest period and the denominator of which is 360. Each interest rate cap agreement will terminate on the earlier of the legal final maturity date of the [Class A-2-B Notes] and the date the notional amount, if applicable, goes to zero.

Any cap agreement may be terminated upon an event of default or a termination event specified in the cap agreement.

For a more detailed description of the interest rate cap agreement and the hedge counterparty, see the sections of this prospectus entitled “Description of the Transaction Documents—The Hedge Agreement—Cap Transactions” and “The Hedge Counterparty.”]

Book-Entry Notes

The issuing entity will issue the notes as global securities registered in the name of Cede & Co. as nominee of The Depository Trust Company. The noteholders will not receive definitive securities representing their interests except in limited circumstances described under “Description of the Notes— Book-Entry Registration” in this prospectus.

[Optional] Redemption

[Optional Redemption]

On any distribution date on which the aggregate principal balance of the automobile loan contracts declines to [10]% or less of the aggregate principal balance of the [initial] automobile loan contracts as of the [initial] cutoff date [plus the aggregate principal balance

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of any additional automobile loan contracts purchased during the pre-funding period as of the related cutoff date], the notes then outstanding may be redeemed in whole, but not in part, if the servicer or the depositor exercises its “clean-up call” option to purchase the automobile loan contract pool. The servicer or the depositor may exercise this option by depositing to the collection account a redemption price that is at least equal to the unpaid principal amount of the notes of each class then outstanding, plus accrued and unpaid interest thereon, which amount will then be used to repay all outstanding notes [plus all amounts due to the Servicer in respect of any unreimbursed advances ][, plus any amounts remaining unpaid to the hedge counterparty under the interest rate swap transaction, if any].

[Mandatory Redemption

Each class of notes will be redeemed in part on the distribution date at the end of the [revolving period][pre-funding period] in the event that any amounts remain on deposit in the [revolving account][pre-funding account] on that date. The principal amount of each class of notes to be redeemed will be an amount equal to that class’s pro rata share of the amount remaining on deposit in the [revolving account][pre-funding account]. However, if the amount remaining on deposit in the [revolving account][pre-funding account] is $                     or less, that amount will be applied to reduce the outstanding principal on the class of notes that otherwise receives a payment of principal on that distribution date.]

Events of Default

The following are events of default under the indenture:

● default in the payment of any interest on any note of the controlling class when it becomes due and payable, and such default continues for five business days;

● default in the payment of the principal of any note on its final scheduled distribution date;

● certain breaches of representations, warranties and covenants by the issuing

entity (subject to any applicable cure period);

● certain events of bankruptcy relating to the issuing entity or the issuing entity’s property (subject to any applicable cure period); and

● certain events relating to the characterization of the issuing entity for federal or state income tax purposes.

If an event of default has occurred and is continuing, the notes may be accelerated and subject to immediate payment at par, plus accrued interest. If an event of default has occurred and is continuing and the notes are accelerated, the trust collateral agent may be directed to sell the trust property, or any portion of the trust property, at one or more private or public sales. Any such liquidation of the trust property may occur only subject to certain provisions that are set forth under “Description of the Notes— Events of Default.”

Any amounts that are collected (i) following the occurrence of an event of default (other than an event of default related to a breach of a covenant or a representation and warranty), (ii) following an acceleration of the notes or (iii) upon a full or partial liquidation of the trust assets, will not be distributed in accordance with the priorities set forth under “—Payments” but will instead be distributed in accordance with the following priorities:

1.            to the servicer, [the hedge counterparty (if the hedge agreement is a swap agreement),] the owner trustee, the trustee, the trust collateral agent and the asset representations reviewer, certain amounts due and owing to such entities, pursuant to the priorities in clauses 1 and 2, and without regard to any caps set forth in clause 2, under “— Payments,” above;

2.            [pari passu, (a)] to the Class A noteholders, for amounts due and unpaid on the Class A Notes for interest, ratably, without preference or priority [and (b) if applicable, to the hedge counterparty, swap termination payments (so long as the hedge

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counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)];

3.            to the Class A noteholders, for amounts due and unpaid on the Class A Notes for principal, first, to the noteholders of the Class A-1 Notes until they are paid off and, second, to the noteholders of the Class A-2 Notes and the Class A-3 Notes, ratably, without preference or priority, until they are paid off;

4.            to the Class B noteholders, for amounts due and unpaid on the Class B Notes for interest;

5.            to the Class B noteholders, for amounts due and unpaid on the Class B Notes for principal, until the Class B Notes are paid off;

6.            to the Class C noteholders, for amounts due and unpaid on the Class C Notes for interest;

7.            to the Class C noteholders, for amounts due and unpaid on the Class C Notes for principal, until the Class C Notes are paid off;

8.            to the Class D noteholders, for amounts due and unpaid on the Class D Notes for interest;

9.            to the Class D noteholders, for amounts due and unpaid on the Class D Notes for principal, until the Class D Notes are paid off;

10.          [to the Class E noteholders, for amounts due and unpaid, if any, on the Class E Notes for interest;

11.          to the Class E noteholders, for amounts due and unpaid on the Class E Notes for principal, until the Class E Notes are paid off;]

12.          [to the hedge counterparty, any unpaid swap termination payments;] and

13.          to pay all remaining amounts to the certificateholder.

Federal Income Tax Consequences

Katten Muchin Rosenman LLP, tax counsel to the depositor, is of the opinion that, for U.S. federal income tax purposes, assuming compliance with the terms of the transaction documents (i) the [publicly offered] notes, to the extent they are treated as beneficially owned by a person other than the depositor or its affiliates for such purposes, will [and although the conclusion is not free from doubt, the Class [    ] Notes should] be characterized as indebtedness and (ii) [to the extent that the [publicly offered] notes are treated as indebtedness for all tax purposes, the issuing entity will be classified as a grantor trust under subtitle A, chapter 1, subchapter J of the Internal Revenue Code, and not]/[the issuing entity will not be characterized as an association or publicly traded partnership taxable as a corporation]. By your acceptance of a [publicly offered] note, you agree to treat the note as indebtedness for U.S. federal, state and local income and franchise tax purposes.

Katten Muchin Rosenman LLP has prepared the discussion under “Material U.S. Federal Income Tax Consequences” and is of the opinion that such discussion, as it relates to U.S. federal income tax matters and to the extent that it constitutes matters of law or legal conclusions with respect thereto, accurately states all material U.S. federal income tax consequences of the purchase, ownership and disposition of the publicly offered notes to their original purchaser.

ERISA Considerations

Subject to the important considerations described under “ERISA Considerations” in this prospectus, pension, profit-sharing and other employee benefit plans may purchase the [publicly offered] notes. Fiduciaries of such plans should consult with counsel regarding the applicability of the provisions of ERISA before purchasing the [publicly offered] notes. [The Class      Notes may not be purchased by, on behalf of, or with assets of any plan.]

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Legal Investment

The Class A-1 Notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 of the Investment Company Act of 1940, as amended, or the 1940 Act. A money market fund should consult its legal advisors regarding the eligibility of the Class A-1 Notes under Rule 2a-7 and its financial advisors regarding whether an investment in the Class A-1 Notes satisfies its investment policies and objectives.

Static Pool Information

Static pool information for the sponsor’s securitized asset pools is contained in Annex A to this prospectus.

1940 Act Registration

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the 1940 Act, contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity has been structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined under “Volcker Rule Considerations”).

Ratings of the Notes

The sponsor has engaged [two] nationally recognized statistical rating organizations, each an NRSRO, to assign credit ratings to the publicly offered notes.

The ratings of the [publicly offered] notes will address the likelihood of the payment of principal and interest on the [publicly offered] notes according to their terms. The sponsor may also request ratings on the non-offered notes. Each engaged NRSRO rating the [publicly offered] notes will monitor the ratings using its normal surveillance procedures. Each engaged NRSRO may change or withdraw an assigned rating at any time. Any rating action taken by one NRSRO may not necessarily be taken by another NRSRO. No party to the transaction documents will be responsible for monitoring any changes to the ratings on the publicly offered notes. See “Ratings” for more information regarding the ratings.

Credit Risk Retention

The risk retention regulations in Regulation RR of the Exchange Act, or Regulation RR, require the sponsor, either directly or through its majority-owned affiliates, to retain an economic interest of at least 5% in the credit risk of the automobile loan contracts as of the closing date. The sponsor [intends to]/[will] satisfy this credit risk retention requirement by [a combination of] [the depositor retaining an “eligible vertical interest”]/[the depositor retaining an “eligible horizontal residual interest”]/[the establishment of an “eligible horizontal cash reserve account”]/[the depositor retaining an “eligible horizontal residual interest”] [in an amount equal to at least 5% of the fair value, as of the closing date,] of [the notes and] the residual certificate to be issued by the issuing entity, and, to the extent necessary, an “eligible vertical interest”. Should retention of the “eligible horizontal residual interest” fail to satisfy the sponsor’s risk retention obligations under Regulation RR as determined by the sponsor at or prior to the time of pricing, the depositor would also expect to retain an “eligible vertical interest” in the form of a percentage in each class of notes in an

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amount necessary for the sum of the fair value of the “eligible horizontal residual interest” and the amount of the “eligible vertical interest” to at least equal the required risk retention amount]. See “Credit Risk Retention” for more information regarding the manner in which the sponsor intends to satisfy the risk retention regulations.

Registration Under the Securities Act

The depositor has filed a registration statement relating to the notes with the SEC on Form SF-3. The depositor met the registrant requirements set forth in paragraph I.A. of the General Instructions to Form SF-3 at the time the registration statement was filed.

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Risk Factors

You should consider the following factors in connection with the purchase of the notes:

Risks Related to the Characteristics of the Notes
We cannot predict the rate at which the notes will amortize.	Your notes may amortize more quickly than expected for a variety of reasons. First, obligors may prepay their automobile loan contracts, since the automobile loan contracts are prepayable at any time without penalty. Additionally, prepayments can occur as a result of, among other things, (i) obligor default, resulting in the repossession and sale of the financed vehicle, or (ii) damage to the vehicle or death or disability of the obligor, resulting in payments to the issuing entity under applicable insurance policies. The rate of prepayments may be influenced by a variety of factors, including changes in economic and social conditions or various manufacturer incentive programs. The fact that consumer obligors generally may not sell or transfer their financed vehicles securing the automobile loan contracts without the servicer’s consent may also influence the rate of prepayments.
	Second, under certain circumstances, the depositor, the sponsor and the servicer are obligated to purchase automobile loan contracts from the issuing entity as a result of breaches of representations, warranties and/or covenants. As a result of such a repurchase, the affected automobile loan contracts would be repurchased from the issuing entity, the outstanding principal balance of the affected automobile loan contracts would be paid to the issuing entity and those repurchase amounts would be available to make payments on your notes.
	Third, the notes contain an overcollateralization feature that could result in accelerated principal payments to noteholders[after the revolving period], which would cause faster amortization of the notes than of the automobile loan contract pool.
	Fourth, the servicer, has the right to direct the issuing entity to sell automobile loan contracts that are more than 60 days delinquent to an unaffiliated third party at a certain minimum sale price as set forth in the sale and servicing agreement. However, no more than 20% of [the sum of] the initial [and subsequent] number of automobile loan contracts in the automobile loan contract pool may be sold in this manner.
	Finally, the servicer or the depositor has the right to purchase the automobile loan contracts remaining in the automobile loan contract pool when the outstanding principal balance of the automobile loan contract pool is [10]% or less of the [initial] aggregate principal balance of the automobile loan

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	contract pool as of the [initial] cutoff date [(plus automobile loan contracts purchased during the pre-funding period)]. If this right is exercised by the servicer or the depositor, you may be paid principal on the notes earlier than you expected. In any of these cases, you may be repaid principal on the notes at a different rate than you expect and you may not be able to reinvest the principal repaid to you at a rate of return that is at least equal to the rate of return on your notes.
[Risks associated with unknown aggregate initial principal amount of the notes.]	[Whether the issuing entity will offer notes with an aggregate initial principal amount of $                     or $                         is not expected to be known until the day of pricing. The sponsor will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions and investor demand at the time of pricing. The size of the class of notes may affect liquidity of that class, with smaller classes being less liquid than a larger class may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.]
You may suffer a loss if the final maturity date of the notes is accelerated.	If an event of default occurs under the indenture and the maturity dates of the outstanding notes are accelerated, the trustee may direct (or if directed by holders of a majority of the outstanding principal amount of the most senior class of notes then outstanding, will direct) the trust collateral agent to sell the automobile loan contracts and the proceeds from such a sale would be used to prepay the outstanding notes in advance of their final scheduled distribution dates. The proceeds from such a sale of the automobile loan contracts may be insufficient to pay the aggregate principal amount of the outstanding notes and accrued interest on those notes in full. If this occurs, you may suffer a loss due to such an acceleration.
There may be a conflict of interest among classes of notes.	As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes upon the occurrence of an event of default under the indenture and certain other matters. Because the holders of different classes of notes may have varying interests when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.
Because the Class B Notes, the Class C Notes [and] the Class D Notes [and the Class E Notes] are subordinated to the Class A Notes,	Certain notes are subordinated, which means that (i) principal paid on those classes as part of monthly distributions or, following certain events of default, or upon acceleration of the notes or liquidation of the trust property, will be made only once payments of principal have been made in full to all classes of notes senior to those classes and (ii) interest paid on those classes as part of monthly distributions or, following certain events of default, or upon acceleration of the notes or liquidation of the trust property, will be made

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payments on those classes are more sensitive to losses on the automobile loan contracts.	only once payments of interest have been made in full to all classes of notes senior to those classes. The Class A Notes have the highest priority of payment, followed in descending order of priority of payment by the Class B Notes, the Class C Notes[,] [and] the Class D Notes [and,[except in certain circumstances where they are paid principal before classes senior to them,] the Class E Notes]. Therefore, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any distribution date or following acceleration of the notes, delays in payment or losses will be suffered by the most junior outstanding class or classes even as payment is made in full to more senior classes.
Principal may be paid on certain classes of notes before interest is paid on other classes.	If on any distribution date the outstanding principal amount of the notes exceeds the principal balance of the pool of automobile loan contracts, a payment of principal, to the extent available, will be made to the holders of the most senior outstanding class or classes of notes to eliminate that undercollateralization. Furthermore, if any class of notes has an outstanding principal amount on its final scheduled distribution date, a payment of principal, to the extent available, will be made to the holders of that class of notes on that distribution date to reduce their outstanding principal amount to zero. Certain of these principal payments will be made before interest payments are made on certain subordinated classes of notes on that distribution date. As a result, there may not be enough cash available to pay the interest on certain subordinated classes of notes on that distribution date.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes.	The sponsor has engaged [two] NRSROs, and will pay them a fee to assign ratings on the publicly offered notes and may also request ratings for some of the non-offered notes. The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each engaged NRSRO’s assessment of the future performance of the pool of automobile loan contracts, the credit enhancement on the notes and the likelihood of repayment on the notes. There can be no assurance that the automobile loan contract pool and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the pool of automobile loan contracts, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any

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credit enhancement or to take any other action to maintain any rating on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes. We note that an NRSRO may have a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the engaged NRSROs for their ratings services. The sponsor has not engaged any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under effective SEC rules, information provided by or on behalf of the sponsor to an engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to all NRSROs in order to make it possible for non-engaged NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the engaged NRSROs, have different methodologies, criteria, models and requirements. If any non-engaged NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the engaged NRSROs, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-engaged NRSROs any information provided to any engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes, an engaged NRSRO could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. Potential investors in the notes are urged to make their own evaluation of the notes, including the credit enhancement on the notes and the likely repayment of the notes, and not to rely solely on the ratings on the notes.

[Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes.]

[Approximately 5% (by initial principal amount) of each class of notes will be retained by the depositor or another majority-owned affiliate of the sponsor; provided, however, that if Regulation RR ceases to be in effect or is amended such that the 5% retention requirement is reduced or eliminated, then to such extent, any such entity retaining a portion of the notes for purposes of satisfying such requirement may elect to transfer such notes or take any other action with respect to such notes permitted by the transaction documents. In addition,][[s]/[S]ome or all of one or more classes of the notes

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	may be retained by the depositor or conveyed to an affiliate of the depositor. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.]
You may not be able to sell your notes, and may have to hold your notes to maturity even though you may want to sell.	A secondary market for your notes may not be available. If it is available, it may not provide you with sufficient liquidity of investment or continue for the life of your notes. The underwriters may establish a secondary market in the notes, although no underwriter will be obligated to do so. In addition, the underwriters and other brokers and dealers may also be unwilling or unable to publish quotations for the notes or otherwise facilitate trading of the notes due to regulatory developments or otherwise. The notes are not expected to be listed on any securities exchange or quoted in the automated quotation system of a registered securities association. [No party to the securitization transaction described in this prospectus is required, or intends, to retain an economic interest in such transaction, or to take any other action with regard to such transaction, in a manner prescribed or contemplated by the risk retention or due diligence rules in the EEA or the U.K., and any retention pursuant to Regulation RR has not been structured with the objective of ensuring compliance by any noteholder or any other person with any applicable requirement of such rules. See “Legal Investment—E.U. and U.K. Securitization Requirements” for more information.]
Noteholders have no recourse against the sponsor for losses.	The depositor, the issuing entity and the noteholders will have no recourse against the sponsor other than (i) for breaches of certain representations and warranties with respect to the automobile loan contracts and (ii) for certain breaches of the sponsor’s obligations, in its capacity as servicer, under the transaction documents. The notes represent obligations solely of the issuing entity. The notes are not guaranteed, in whole or in part, by the sponsor, the servicer, the trustee, the trust collateral agent or any other party. Consequently, if payments on the automobile loan contracts and the credit enhancement are insufficient to pay the notes in full, you will have no right to obtain payment from the sponsor.
The notes are asset-backed debt and the issuing entity has only	The sole sources for repayment of the notes are payments on the trust property (which will principally consist of payments on the automobile loan contracts) and amounts (if any) on

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limited assets.	deposit in the cash accounts held by the trust collateral agent. You may suffer a loss if these amounts are insufficient to pay amounts due on the notes. [The money in the [pre-funding account]/[revolving account] will be used solely to purchase subsequent automobile loan contracts and is not available to cover losses on the automobile loan contract pool. [Additionally, the capitalized interest account is designed to cover obligations of the issuing entity relating to that portion of its assets not invested in the automobile loan contract pool and is not designed to provide protection against losses on the automobile loan contract pool.]]
[SOFR is a relatively new reference rate, which could have an adverse effect on the floating rate notes	The Floating Rate Notes will accrue interest based on [30-day average SOFR][Term SOFR][SOFR in arrears]. SOFR is published by the Federal Reserve Bank of New York, or the FRBNY, and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. The FRBNY notes on its publication page for SOFR that use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.
	Because SOFR is published by the FRBNY based on data received from other sources and depends on interrelated economic, financial and political considerations, we have no control over its determination, calculation or publication. We cannot assure you that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Floating Rate Notes. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on the Floating Rate Notes and the trading prices of the Floating Rate Notes.
	As an overnight rate, SOFR may be subject to increased volatility relative to other interest rate benchmarks. Additionally, if SOFR is not published on any day, the floating rate notes will bear interest at a rate based on SOFR published on the first preceding day for which such rate was published. This previously published rate would be an overnight rate that would remain in effect until the next day on which SOFR is published. As such, this rate may not reflect then-current market conditions, or the rate that would apply to investments where interest is set for a longer term. See “Description of the Notes — Determination of SOFR” for more information on how SOFR is determined.

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	Because SOFR is a relatively new rate, the Floating Rate Notes may not have an established trading market when issued, and an established trading market may never develop or may not be liquid. The secondary market for, and the market value of, the Floating Rate Notes will be affected by a number of factors, including the manner in which SOFR is determined, calculated and published, the development of SOFR-based market conventions, broad acceptance of SOFR in capital markets, the anticipated and actual level and direction of interest rates, the variable rate of interest payable on the Floating Rate Notes, potential volatility of SOFR, the time remaining to the maturity of floating rate notes, the principal balance of the Floating Rate Notes and the availability of comparable instruments. Investors in the floating rate notes may not be able to sell such notes at all or may not be able to sell such notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
	The FRBNY began to publish SOFR in April 2018. Although the FRBNY has also published historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and approximations. Investors in the Floating Rate Notes should therefore not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR during the term of the Floating Rate Notes. Historical interest rates are not necessarily indicative of future interest rates and actual interest rates may be lower than anticipated.]
[You may suffer a loss due to the floating interest rate on the Floating Rate Notes if interest rates rise because the issuing entity will not enter into interest rate hedges.]	[The pool of automobile loan contracts provides for level monthly payments and all classes of notes, except the Floating Rate Notes, will bear interest at a fixed rate. The Floating Rate Notes will bear interest at a floating rate based on [30-day average SOFR][Term SOFR][SOFR in arrears] plus a spread. Even though the issuing entity will issue the Floating Rate Notes, it will not enter into any interest rate hedges or other derivatives contracts to mitigate this interest rate risk.
	The issuing entity will make payments on the Floating Rate Notes out of amounts received on the pool of automobile loan contracts and not solely from any subset of collections that are dedicated to the Floating Rate Notes. Therefore, an increase in [30-day average SOFR][Term SOFR][SOFR in arrears] would increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the amount of interest due on the automobile loan contracts or any additional source of funds that provide a source of payment for those increased interest payments.

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	If the floating rate payable by the issuing entity increases to the point at which the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amounts received on the pool of automobile loan contracts, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make these payments, you may experience delays or reductions in the interest and principal payments on your notes.]
[Negative SOFR rates will reduce the rate of interest on the [Class A-2-B Notes].]	[The interest rate on the [Class A-2-B Notes] will be [30-day average SOFR][Term SOFR][SOFR in arrears] plus a spread. Changes in SOFR will affect the interest rate and the amount of interest paid on the [Class A-2-B Notes]. If the sum of [30-day average SOFR] plus     % is less than 0.00% for any interest period, then the interest rate for the [Class A-2-B Notes] for such interest period will be deemed to be 0.00%.]
[We cannot predict the allocation of the principal amount of the Class A-2 Notes.]	[The allocation of the principal amount of the Class A-2 Notes between the Class A-2-A Notes and the Class A-2-B Notes may not be determined until the day of pricing. A higher allocation to the Floating Rate Notes will correspondingly increase the issuing entity’s exposure to increases in the interest rate payable on the Floating Rate Notes.
	Because the aggregate amount of Class A-2 Notes is fixed as set forth on the cover of this prospectus, the division of the aggregate initial principal amount between the Class A-2-A Notes and the Class A-2-B Notes may result in only one of such classes being issued, or one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]
Risks Related to the Characteristics and Performance of the Automobile Loan Contracts and the related Financed Vehicles
Geographic concentrations of automobile loan contracts may increase concentration risks.	Adverse economic conditions or other factors, including natural disasters and public health emergencies, affecting any state or region could increase the delinquency or loan loss experience of the automobile loan contracts originated in that state or region. [If the issuing entity offers notes with an aggregate initial principal amount of $                    ,] [A]s of the [initial] cutoff date, obligors with respect to approximately             %,             %,             %,             % and             % of the [initial] automobile loan contracts, based on the automobile loan contracts’ principal balance as of such date, were located in the states of             ,             ,             ,              and             , respectively. [If the issuing entity offers notes with an aggregate initial principal amount of $                    , as of the [initial] cutoff date, obligors with respect to approximately             %,             %,             %,             % and             % of the [initial]

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	automobile loan contracts, based on the automobile loan contracts’ principal balance as of such date, were located in the states of             ,             ,             ,              and            , respectively.] No other state accounts for more than 5.00% of the aggregate principal balance of the pool of automobile loan contracts as of the cutoff date.
Interests of other persons in the automobile loan contracts or the related financed vehicles could reduce funds available to pay the notes.	If another person acquires an interest in an automobile loan contract or a related financed vehicle that is superior to the issuing entity’s interest, the collections on that automobile loan contract or the proceeds from the sale of that financed vehicle may not be available which could reduce or delay the funds available to make payments on your notes. If the issuing entity does not have a perfected security interest in an automobile loan contract or a financed vehicle, its ability to repossess and sell the financed vehicle securing a defaulted automobile loan contract may be adversely affected. Another person could acquire an interest in an automobile loan contract or a financed vehicle that is superior to the issuing entity’s interest if: ●   the issuing entity does not have a perfected security interest in the automobile loan contract or the financed vehicle because the sponsor’s security interest in the automobile loan contract or in the financed vehicle was not properly perfected; ●   the issuing entity does not have a perfected security interest in the financed vehicle in some states because the servicer will not amend the certificate of title to identify the issuing entity as the new secured party; ●   the issuing entity’s security interest in the automobile loan contract or the financed vehicle is impaired because holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the issuing entity’s security interest or a financed vehicle is confiscated by a government agency; or
	●   the issuing entity does not have a perfected security interest in the automobile loan contract because the sponsor did not maintain physical possession, in the case of a tangible contract, or “control,” in the case of an electronic contract. See “Material Legal Aspects of the Automobile Loan Contracts—Security Interests in the Financed Vehicles” for more information about the security interests in the automobile loan contracts and financed vehicles.
Losses and delinquencies on the automobile loan contracts may	The delinquency and loss levels of the automobile loan contracts owned by the issuing entity may not correspond to

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differ from the sponsor’s historical portfolio or prior securitization pool loss and delinquency levels.	the historical levels the sponsor experienced on its automobile loan contract portfolio or in prior securitized pools of similar assets. There is a risk that delinquencies and losses could increase or decrease significantly for various reasons, including changes in the local, regional or national economies.
Defaulted automobile loan contracts may result in a delay in payments to noteholders and a loss of your investment.	In the event that the servicer must repossess and dispose of financed vehicles to recover scheduled payments due on defaulted automobile loan contracts, the issuing entity may not realize the full amount due on an automobile loan contract, or may not realize the full amount on a timely basis. Other factors that may affect the ability of the issuing entity to realize the full amount due on an automobile loan contract include whether endorsements or amendments to certificates of title relating to the financed vehicles had been filed or such certificates have been delivered to the trustee or trust collateral agent; whether financing statements to perfect the security interest in the automobile loan contracts had been filed; depreciation, obsolescence, damage or loss of any financed vehicle; a market deterioration for recoveries from repossessed financed vehicles; and the application of federal and state bankruptcy and insolvency laws. As a result, you may be subject to delays in receiving payments and suffer loss of your investment in the notes.
Failure to amend or reissue the certificates of title to the financed vehicles may cause you to experience delays in payments or losses.	None of the sponsor, the depositor, the issuing entity, the trustee, the trust collateral agent or any other party will amend or reissue the certificates of title to the financed vehicles to note their sale to the issuing entity or the grant of a security interest in the vehicles to the trust collateral agent by the issuing entity. Because the certificates of title will not be amended or reissued, the issuing entity may not have a perfected security interest in the financed vehicles securing the automobile loan contracts originated in some states. In the event that an automobile loan contract originated in any such state goes into default, you may experience delays in receiving payments and losses on your investment in the notes.
The trust property consists mainly of automobile loan contracts made primarily to sub-prime borrowers.	The trust property consists of automobile loan contracts made primarily to sub-prime borrowers which are originated under lending programs of the sponsor designed to serve consumers who have limited access to traditional automobile financing. There is a high degree of risk associated with sub-prime borrowers. The typical sub-prime borrower may have had previous financial difficulties or may have a limited credit history. Because the sub-prime automobile loan contracts that are included in the trust property were made to consumers who are unable to meet the credit standards imposed by most traditional automobile financing services, the sponsor charges interest on the automobile loan contracts at higher rates than

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	those charged by many traditional financing sources. Sub-prime automobile loan contracts such as those included in trust property therefore entail relatively higher risk and may be expected to experience higher levels of delinquencies, defaults and net losses than automobile loan contracts originated by traditional automobile financing sources.
Inadequate insurance on vehicles may cause losses on your investment.	Each automobile loan contract requires the obligor to maintain insurance covering physical damage to the financed vehicle, with the sponsor named as a loss payee. The obligors select their own insurers to provide the required coverage, so the specific terms and conditions of their insurance policies vary.
	In addition, although each automobile loan contract generally gives the sponsor the right to obtain force-placed insurance coverage in the event the required physical damage insurance on a vehicle is not maintained by an obligor, neither the sponsor nor the servicer is obligated to obtain force-placed coverage and neither is in the practice of obtaining force-placed insurance coverage. In most cases, the sponsor does not typically obtain forced-placed insurance on the automobile loan contracts. In the event insurance coverage is not maintained by obligors and coverage is not force-placed, then insurance recoveries may be limited in the event of losses or casualties to financed vehicles related to the automobile loan contracts included in the trust property, and you could suffer a loss on your investment.
[Risks Related to the Interest Rate Hedging Transaction]
[Payments on the notes may be affected by matters relating to the hedge agreement.]	[The issuing entity will enter into an interest rate hedge transaction under either an interest rate swap transaction or an interest rate cap transaction because the automobile loan contracts owned by the issuing entity bear interest at fixed rates while the [Class A-2-B Notes] will bear interest at a floating rate and an additional source of funds may be necessary to ensure that all payments are made on the notes during periods when the floating rate of interest on the [Class A-2-B Notes] has risen. The issuing entity may use payments made by the hedge counterparty to make required payments on each distribution date.
	During those periods in which the floating rate payable by the hedge counterparty is substantially greater than the fixed rates payable by the issuing entity under the interest rate swap transactions, if any, or the strike rate under the interest rate cap transactions, if any, the issuing entity will be more dependent on receiving payments from the hedge counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the hedge counterparty fails to pay

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any required payment and collections on the automobile loan contracts and other assets on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.

During those periods in which the floating rate payable by the hedge counterparty under any interest rate swap transaction are less than the fixed rates payable by the issuing entity under the interest rate swap transaction, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. The issuing entity’s obligation to pay a net swap payment to the hedge counterparty is secured by the trust property.

If any interest rate swap transactions are entered into by the issuing entity, the hedge counterparty’s claim for net swap payments will be higher in priority than all payments on the notes. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the automobile loan contracts and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.

The hedge transactions generally may not be terminated except upon, among other things, failure of either party to the hedge transactions to make payments when due, insolvency of either party to the hedge transactions, illegality, the exercise of certain rights under the indenture, the issuing entity amends the transaction documents without the consent of the hedge counterparty if such consent is required, or failure of the hedge counterparty to post collateral, assign the swap agreement to an eligible counterparty or take other remedial action if the hedge counterparty’s credit ratings drop below the levels required by the hedge agreement. Depending on the timing of and reason for the termination, a termination payment may be due to the issuing entity or to the hedge counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial.

If the hedge counterparty fails to make a termination payment owed to the issuing entity under any hedge transaction, the issuing entity may not have sufficient funds available to enter into a replacement hedge transaction. If this occurs, the amount available to pay principal and interest on the notes will be reduced to the extent the interest rate on the [Class A-2-B Notes] exceeds the fixed rate the issuing entity would have been required to pay the hedge

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	counterparty under the hedge transaction.
	If the hedge transaction is terminated and no replacement hedge transaction is entered into and collections on the automobile loan contracts and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes, you may experience delays and/or reductions in the interest and principal payments on your notes.]
[Risks Related to the [Pre-Funding Period]/[Revolving Period]]
[The sponsor may be unable to originate enough automobile loan contracts to purchase a sufficient amount of subsequent automobile loan contracts which may cause the revolving period to end early and you may therefore be exposed to reinvestment risk.]	[The ability of the sponsor to originate sufficient subsequent automobile loan contracts may be affected by a variety of social and economic factors including: ●   interest rates; ●   unemployment levels; ●   the rate of inflation; and ●   consumer perception of economic conditions generally.
	If the sponsor does not originate sufficient subsequent automobile loan contracts to purchase a sufficient amount of subsequent automobile loan contracts during the revolving period, the revolving period may end earlier than expected. If, with respect to                  consecutive distribution dates, funds are on deposit in the revolving account in an amount greater than             % of the initial pool balance as of the [initial] cutoff date, then at the end of [                    ] distribution dates, after taking into consideration the subsequent automobile loan contracts purchased by the issuing entity on each such distribution date, then an early amortization event will occur and the revolving period will terminate on that [        ] distribution date and amounts will be distributable to holders of the notes as a principal prepayment as set forth in this prospectus. If you receive a principal prepayment on your notes, you will bear the risk of reinvesting any such prepayment and you may not be able to reinvest those amounts at a rate of return that is at least equal to the rate of return on your notes.
	Amounts that are not used to purchase subsequent automobile loan contracts on any distribution date and that remain on deposit in the revolving account will earn interest at a rate lower than might otherwise accrue on a portfolio of automobile loan contracts with the same principal balance, which may reduce the amounts that are available to make distributions on the notes.]

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[The sponsor may be unable to originate enough automobile loan contracts to use all money on deposit in the pre-funding account and you may therefore be exposed to reinvestment risk.]	[The ability of the sponsor to originate sufficient subsequent automobile loan contracts may be affected by a variety of social and economic factors including: ●   interest rates; ●   unemployment levels; ●   the rate of inflation; and ●   consumer perception of economic conditions generally.
	If the sponsor does not originate sufficient subsequent automobile loan contracts to use all money on deposit in the pre-funding account by                     , 20        , a mandatory redemption of a portion of the notes could result.
	If a mandatory redemption occurs, you may receive a principal prepayment on your notes. You will bear the risk of reinvesting any prepayment and you may not be able to reinvest those amounts at a rate of return that is at least equal to the rate of return on your notes.]
[This prospectus provides information regarding the characteristics of the automobile loan contracts in the statistical pool as of the statistical calculation date, which may differ from the characteristics of the automobile loan contracts as of the [initial] cutoff date that will be sold to the issuing entity on the closing date.]	[The automobile loan contracts sold to the issuing entity on the closing date may have characteristics that differ somewhat from the characteristics of the automobile loan contracts in the statistical pool described in this prospectus. However, the characteristics of the automobile loan contracts as of the [initial] cutoff date are not expected to differ materially from the characteristics of the automobile loan contracts as of the statistical calculation date, and each automobile loan contract must satisfy the eligibility criteria described in “The Automobile Loan Contracts—Eligibility Criteria for [Initial] Automobile Loan Contracts.” If you purchase a note, you must not assume that the characteristics of the automobile loan contracts sold to the issuing entity on the closing date will be identical to the characteristics of the automobile loan contracts in the statistical pool disclosed in this prospectus.]
[The subsequent automobile loan contracts that the issuing entity acquires during the [pre-funding period]/[revolving period] may have characteristics that differ from the initial automobile loan contracts that are described in this prospectus.]	[The issuing entity will acquire subsequent automobile loan contracts during the [pre-funding period]/[revolving period] that may have characteristics that differ somewhat from the characteristics of the automobile loan contracts in the [statistical] pool described in this prospectus. However, the subsequent automobile loan contracts will also have been originated by the sponsor through dealers and then assigned to the sponsor or will have been originated directly with consumers by the sponsor and must meet the eligibility requirements described in “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.” If you purchase a note, you must not

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	assume that the characteristics of the subsequent automobile loan contracts that are sold to the issuing entity will be identical to the characteristics of the initial automobile loan contracts in the [statistical] pool that are disclosed in this prospectus.]
Risks Related to Certain Transaction Parties and Their Obligations Under the Transaction Documents
Insolvency of the sponsor may cause your payments to be reduced or delayed.	In some circumstances, a bankruptcy of the sponsor may reduce payments to you. The sponsor has structured this transaction such that, in the event the sponsor were to become bankrupt, the automobile loan contracts sold to the issuing entity are not expected to be treated as property of the sponsor’s bankruptcy estate.
	The steps taken to guard the sold automobile loan contracts against bankruptcy of the sponsor include the creation of the depositor as a special-purpose subsidiary of the sponsor (the formation documents for which restrict the nature of its businesses and its ability to commence a voluntary bankruptcy case or proceeding) and the transfer of the automobile loan contracts to the depositor. The depositor, in turn, transfers the automobile loan contracts to the issuing entity and the issuing entity is also a special-purpose entity, the formation documents for which restrict the nature of its business and its ability to commence a voluntary bankruptcy case or proceeding. The depositor and the issuing entity are both required by their formative documents to be operated in such a manner as to minimize the risk that they would be consolidated with the sponsor in the event of the sponsor’s bankruptcy.
	The sponsor believes that its transfer of the automobile loan contracts to the depositor is structured so that it should be treated as an absolute and unconditional assignment and transfer under bankruptcy law and that the automobile loan contracts should not, in the event that the sponsor were to become bankrupt, become property of the sponsor’s bankruptcy estate. Furthermore, the sponsor believes that it, the depositor and the issuing entity are, and will be, operated in a manner that minimizes the likelihood that the assets of the depositor or the issuing entity would be consolidated with those of the sponsor in the event of the sponsor’s bankruptcy.
	However, in the event of an insolvency of the sponsor, a court or bankruptcy trustee could attempt to:
	●   recharacterize the transfer of the automobile loan contracts by the sponsor to the depositor and/or by the depositor to the issuing entity as a borrowing by the sponsor from the depositor, the issuing entity or the

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	noteholders, secured by a pledge of the automobile loan contracts; or
	●   consolidate the assets of the depositor and/or the issuing entity with those of the sponsor.
	If a recharacterization attempt is successful, a court could elect to accelerate payment of the notes and liquidate the automobile loan contracts, in which case you may only be entitled to the outstanding principal amount and interest on the notes at the interest rate on the date of payment. A recharacterization attempt, even if unsuccessful, could result in delays in payments to you.
	If either attempt were successful, an event of default would occur with respect to the notes, the notes would be accelerated and the trustee’s or the trust collateral agent’s recovery on your behalf could be limited to the then-current value of the automobile loan contracts. Consequently, you could lose the right to future payments and you may not receive your anticipated interest and principal on the notes.
Insolvency of the entity that is holding the automobile loan contracts may cause your payments to be reduced or delayed.	Any insolvency by the sponsor, the servicer, or any other party while in possession of the automobile loan contracts may result in competing claims to ownership or security interests in the automobile loan contracts which could result in delays in payments on the notes or losses to noteholders.
	In addition, if the sponsor, the servicer, or any other party that is in possession of the automobile loan contracts, sells or pledges and delivers them to another party, that party could acquire an interest in the automobile loan contracts with priority over the trust collateral agent’s interest. This could result in losses to noteholders.
Commingling of collections with the sponsor’s corporate funds may result in reduced or delayed payments to you.	While the sponsor is the servicer, cash collections on the automobile loan contracts will be remitted directly to the sponsor and held by the sponsor prior to deposit in the collection account as required by the transaction documents. These cash collections may be commingled with the sponsor’s corporate funds prior to their deposit to the collection account.
	If bankruptcy proceedings are commenced with respect to the sponsor while it is acting as servicer, the issuing entity or the trust collateral agent may not have a perfected security interest in those collections and any funds then held by the servicer may be unavailable to noteholders.
Transfer of servicing may delay payments to you.	The transaction documents contain provisions that could result in the termination of the sponsor’s servicing rights. If the sponsor were to cease servicing the automobile loan

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	contracts, delays in processing payments on the automobile loan contracts and information regarding automobile loan contract payments could occur. This could delay payments to you. Furthermore, the transaction documents require that the terminated servicer pay the reasonable costs and expenses of transferring servicing to a successor servicer. If the terminated servicer were unable or unwilling to pay such costs and expenses, the transition of servicing responsibilities could be disrupted, which could further delay payments to you. There is no guarantee that a replacement servicer would be able to service the automobile loan contracts with the same capability and degree of skill as the sponsor. See “Description of the Transaction Documents—Servicer Termination Event” for more information about servicer termination events and servicing transfers.
Inability of the sponsor to reacquire automobile loan contracts which breach a representation or warranty may cause your payments to be reduced or delayed.	The transaction documents require the sponsor to reacquire automobile loan contracts from the trust property if certain representations and warranties concerning the automobile loan contracts have been breached to the extent the interests of the noteholders are materially and adversely affected by such breach. If the sponsor is unable to reacquire the automobile loan contracts, no other party is obligated to perform or satisfy these obligations, and you may experience delays in receiving payments and suffer losses on your investment in the notes as a result.
The sponsor’s cashflow could be adversely affected by any negative performance of automobile loan contracts in the sponsor’s servicing portfolio.	The sponsor is the holder of the residual interests in the depositor and the depositor will initially be the holder of the residual interest in the issuing entity. For so long as the depositor is the holder of the residual interest in the issuing entity, the sponsor will be the ultimate recipient of excess cash flow received by the issuing entity. The amount of such excess cash flow released to the sponsor will be dependent on the performance of the trust property. In the event that there is no excess cash flow because of the performance of the trust property, the sponsor may become unable to act as servicer and there may be delays in receiving payments. In cases where there is no excess cash flow because of the performance of the trust property or where excess cash flow does not flow to the sponsor and is instead used to increase credit enhancement, the sponsor will nonetheless continue to receive servicing fees, subject to the priority of payments, and will continue to receive those fees for so long as it remains the servicer under the transaction.
Risks Related to the General Economic Environment
[Coronavirus or other public health emergencies may impact the financial markets and adversely	[The coronavirus disease 2019, or COVID-19, pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets

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affect the market value of your notes and/or limit your ability to resell your notes]

worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, led to high levels of unemployment in the United States and caused significant economic volatility in the United States and in international debt and equity markets. The sponsor’s business has been affected in various ways, including in its operations. The full extent to which the COVID-19 pandemic will impact the sponsor’s operations will depend on future developments, including the duration and severity of the outbreak, any subsequent outbreaks and the timing and efficacy of any available vaccines. Future developments are highly uncertain and cannot be predicted with confidence and may adversely impact the sponsor’s global operations. In particular, if COVID-19 continues to spread or re-emerges, particularly in the United States, resulting in a prolonged period of travel, commercial, social and other similar restrictions, the sponsor could experience among other things: increased customer defaults on automobile loan contracts and lower than expected pricing on used vehicles sold at auction, which may result in delinquencies and losses on the automobile loan contracts securing your notes and result in reduced cashflows or losses on your notes.

The sponsor may also be subject to enhanced legal risks, including potential litigation related to the COVID-19 pandemic. Any resulting financial impact cannot be reasonably estimated at this time, but the COVID-19 pandemic could have a material impact on the sponsor’s business, financial condition and results of operations going forward. See “Risk Factors — Risks Related to the Characteristics and Performance of the Automobile Loan Contracts and the related Financed Vehicle — Geographic concentrations of automobile loan contracts may increase concentration risks.” The sponsor has enacted necessary health and safety measures that allow substantially all of its employees to work remotely. An extended period of remote work arrangements could introduce operational risk, including cybersecurity risks. The servicer also utilizes third party vendors for certain business activities. While the servicer closely monitors the business continuity activities of these third parties, successful implementation and execution of their business continuity strategies are largely outside the servicer’s control. If any transaction party is unable to adequately perform its obligations under the transaction documents due to a remote working environment, this will likely adversely impact the performance of the automobile loan contracts securing your notes and the timing and amount of distributions on the notes.

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	The COVID-19 pandemic has also impacted secondary market liquidity for asset-backed securities such as the notes, so there can be no assurance that you will be able to sell your notes at favorable prices or at all. For more information about the effects that the COVID-19 pandemic, a global economic downturn or other financial market disruptions may have on your notes, you should read “—During periods of economic downturn, losses may increase and loans used to finance vehicles may incur greater losses” and “—Risks Related to the Characteristics of the Notes—You may not be able to sell your notes, and may have to hold your notes to maturity even though you may want to sell.”]
During periods of economic downturn, losses may increase and loans used to finance vehicles may incur greater losses.	Periods of economic slowdown or recession may adversely affect the performance and market value of your notes. [The United States is currently experiencing an economic downturn of unknown severity and duration. The COVID-19 pandemic and related disruptions in economic activities have led to a significant increase in unemployment beginning in March 2020. It is uncertain if unemployment levels will rise again in the future, or how long periods of high unemployment could last.] High unemployment and lack of available credit are likely to lead to increased delinquencies, defaults, repossessions and losses on automobile loan contracts. Such periods of slowdown or recession may also be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which could weaken collateral coverage and increase the amount of a loss in the event of a default. Also, any increases in the inventory of used automobiles during a period of economic slowdown or recession will typically depress the prices at which repossessed automobiles may be sold.
	Additionally, higher gasoline prices, unstable real estate values, declining stock market values and other factors can impact consumer confidence and disposable income. These conditions increased loss frequency, decreased consumer demand for automobiles and weakened collateral values on certain types of vehicles during the most recent economic slowdown or recession and may have similar effects in any period of economic slowdown or recession. Because the automobile loan contracts owned by the issuing entity were made predominately to sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these automobile loan contracts are higher than those experienced in the general automobile finance industry and may be impacted to a greater extent during an economic downturn. See “Delinquency and Loan Loss Information,” “Delinquency Experience” and “Loan Loss Experience” for delinquency, default, loan loss and repossession information regarding the

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	automobile loan contracts originated and serviced by the sponsor. There can be no assurance that the historical delinquency, default, loan loss and repossession experience will be representative of future performance in various economic environments. [In addition, because a pandemic such as the COVID-19 pandemic has not occurred in recent years, historical loss experience is likely to not accurately predict the performance of the automobile loan contracts securing your notes.] Investors should expect increased delinquencies and losses on the automobile loan contracts securing the notes and payments on the notes could be adversely affected.
Risks Related to Legal and Regulatory Matters that Impact the Transaction
[Disclosures regarding material legal proceedings]	[Insert disclosure regarding any material legal proceedings pending against the sponsor and servicer, or known to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]
The regulatory environment in which the consumer finance industry operates could have a material adverse effect on the sponsor’s business and operating results.	The sponsor is subject to a wide variety of laws and regulations in the jurisdictions where it operates, including supervision and licensing by numerous governmental entities. These laws and regulations can create significant constraints on the sponsor’s operations and result in significant costs related to compliance. Failure to comply with these laws and regulations could impair the ability of the sponsor to continue operating and result in substantial civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses, and damage to reputation, brand and valued customer relationships.
The sponsor, depositor, or issuing entity could be materially and adversely affected by significant legal and regulatory proceedings.	The sponsor is subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of the sponsor’s business. [As an assignee of the automobile loan contracts, the issuing entity could become subject to litigation or governmental proceedings (including by state attorney generals or other governmental authorities such as the Consumer Financial Protection Bureau, or CFPB) as a result of, among other things, violations by the servicer of consumer protection laws.] An adverse outcome in one or more of these proceedings or investigations could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm. For a further discussion of these matters, refer to “Legal Proceedings—The Sponsor and the Servicer.”
Automobile loan contracts that do not comply with consumer financial protection laws could result in delays in payments or	If an automobile loan contract does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting on the automobile loan contract. Also, some of these laws may provide that the assignee of a consumer contract (such as the

45

losses on your notes.	issuing entity) is liable to the obligor for any failure of the contract to comply with these laws. This could result in delays in payment or losses on your notes. For more details about consumer financial protection laws relating to the automobile loan contracts, see “Material Legal Aspects of the Automobile Loan Contracts—Consumer Protection Laws.”
Federal and state laws may limit the collection of payments on the automobile loan contracts and repossession of the vehicles.	Federal and state laws may prohibit, limit, or delay repossession and sale of the vehicles to recover losses on defaulted automobile loan contracts. As a result, you may experience delays in receiving payments and suffer losses on your notes.
Limitations on interest payments and repossessions may cause losses on your investment.	Generally, under the terms of the Servicemembers Civil Relief Act and similar state legislation in most states, a lender may not charge an obligor who enters military service after the origination of the automobile loan contract interest, including fees and charges, above an annual rate of 6% during the period of the obligor’s active duty status, unless a court orders otherwise upon application of the lender. It is possible that this action could affect the servicer’s ability to collect full amounts of interest on some of the automobile loan contracts. In addition, this legislation imposes limitations that would impair the servicer’s ability to repossess an affected financed vehicle during the obligor’s period of active duty status. Thus, in the event that these automobile loan contracts go into default, there may be delays in receiving payments and you could suffer losses on your investment in the notes.
Climate related events and climate change risks may cause losses on your notes.	The effects of climate change and the ongoing efforts to mitigate its impact, including through climate change-related legislation and regulation, may have a negative effect on the issuing entity. Significant physical effects of climate change, such as extreme weather and natural disasters, may affect the obligors. For example, obligors living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on the related receivables. Dealerships and physical auctions that facilitate the disposition of the financed vehicles after repossession are also subject to disruption as a result of extreme weather and natural disasters, which could result in an inability to sell repossessed vehicles, or a temporary or permanent decline in the market value of those vehicles. In addition, extreme weather and natural disasters may have effects on the automobile finance industry or economy due to the interdependence of market actors. If such extreme weather or a natural disaster were to occur in a geographic region in which a large number of obligors are located, these risks would be exacerbated. See “—Geographic concentrations of automobile loan contracts may increase

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concentration risks”.

Changes to laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the automobile industry in particular as a result of efforts to mitigate the factors contributing to climate change, as well as constraints related to lending on greenhouse gas-emitting products) could have an adverse impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

Any of these effects, or their confluence, could adversely affect the performance of the receivables, or the market value of the vehicles securing the receivables, which could result in losses or affect the timing of payments on your notes.

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Use of Proceeds

The depositor will use the proceeds from offering the notes to:

● pay the sponsor the purchase price for the automobile loan contracts;

[● deposit the pre-funded amount into the pre-funding account;] and

● fund the initial deposit to the reserve account, on behalf of the issuing entity.

The depositor or its affiliates may use the net proceeds from the issuance of the notes to pay their debt, including “warehouse” debt secured by some or all of the automobile loan contracts prior to their sale to the issuing entity. This “warehouse” debt may be owed to one or more of the underwriters or their affiliates, so a portion of the proceeds that is used to pay “warehouse” debt may be paid to the underwriters or their affiliates. No expenses incurred in connection with the selection and acquisition of the automobile loan contracts will be paid for from the offering proceeds.

The Sponsor and the Servicer

The sponsor and servicer for the notes will be AmeriCredit Financial Services, Inc., or AmeriCredit. The servicer services under the “AmeriCredit” and “GM Financial” brands, and may service under other affiliate brand names of General Motors Company, or GM. AmeriCredit was incorporated in Delaware on July 22, 1992. AmeriCredit’s executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000.

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 21, 2010, AmeriCredit Corp. became a wholly-owned subsidiary of General Motors Holdings LLC. General Motors Holdings LLC is in turn a wholly-owned subsidiary of GM. AmeriCredit Corp. was subsequently renamed General Motors Financial Company, Inc., or GM Financial. AmeriCredit continues to be a wholly-owned and the primary operating subsidiary of GM Financial.

All of the automobile loan contracts to be sold to the issuing entity on the closing date were originated in accordance with the sponsor’s underwriting criteria. The sponsor purchases automobile loan contracts that are originated and assigned to it by automobile dealers and, at times, originates automobile loan contracts directly with consumers.

The sponsor services all automobile loan contracts that it purchases or originates, though some servicing functions are performed by affiliates of the sponsor, according to the sponsor’s servicing policies as described below. As of [quarter end date], the sponsor serviced a portfolio in North America of approximately              automobile loan contracts with an aggregate outstanding balance of approximately $                    . See “The Sponsor’s Automobile Financing Program” for more information regarding the sponsor’s business and “The Sponsor’s Securitization Program” for information regarding the sponsor’s securitization program.

The sponsor will sell and assign the pool of [initial automobile loan contracts and the subsequent] automobile loan contracts to the depositor pursuant to a purchase agreement [and supplements thereto]. If it is discovered that the sponsor has breached certain representations or warranties under the purchase agreement with respect to an automobile loan contract, the sponsor will be obligated to repurchase the affected automobile loan contract from the depositor to the extent the interests of the noteholders therein are materially and adversely affected by such breach. See “The Automobile Loan Contracts—Repurchase Obligations” for more information regarding the representations and warranties that the sponsor will

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make regarding the automobile loan contracts and its repurchase obligations under the purchase agreement.

[Insert recent, material corporate developments regarding the sponsor. Insert information regarding the sponsor’s financial condition to the extent that there is a material risk that the effect on its ability to comply with the repurchase obligations resulting from its financial condition could have a material impact on performance of the automobile loan contracts or the notes.]

The transaction documents for prior pools of automobile loan contracts that were securitized by the sponsor under any automobile loan securitization program contain covenants requiring the repurchase of automobile loan contracts for the breach of a related representation or warranty. During the three-year period ended                     , 20    , [none of the sponsor or the depositor, or the trust collateral agent or the owner trustee for any of those prior securitizations, received a demand to repurchase any automobile loan contracts underlying a securitization sponsored by the sponsor, and there was no activity with respect to any demand made prior to such period]. The sponsor, as securitizer, discloses all fulfilled and unfulfilled repurchase requests for automobile loan contracts that were the subject of a demand to repurchase on SEC Form ABS-15G. The sponsor furnished its most recent Form ABS-15G pursuant to Rule 15Ga-1 of the Exchange Act with the SEC on                     , 20    . The sponsor’s CIK number is 0001002761.

Under the sale and servicing agreement, the sponsor will service the automobile loan contracts and will be compensated for acting as the servicer. The servicer’s activities consist primarily of collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent in payment of an installment, maintaining the security interests in the financed vehicles and arranging for the repossession of the financed vehicles, liquidation of collateral and pursuit of deficiencies when necessary. See “The Sponsor’s Automobile Financing Program—Loan Servicing” for more information regarding the sponsor’s general servicing procedures. See “Description of the Transaction Documents—Servicing Compensation” for more information regarding the servicer’s duties under the sale and servicing agreement.

In its capacity as servicer, the sponsor will be responsible for holding (or, with respect to any automobile loan contracts that are electronic chattel paper, maintaining in electronic format) the automobile loan contracts and the related automobile loan contract files on behalf of the trust collateral agent. The sponsor will ensure that the automobile loan contracts and the related automobile loan contract files are clearly identified as being separate from other records. See “Material Legal Aspects of the Automobile Loan Contracts—Security Interests in the Financed Vehicles— Perfection” for more information regarding the sponsor’s custodial duties with respect to the automobile loan contracts and the related automobile loan contract files.

As long as the sponsor is the servicer, the certificates of title of the financed vehicles will not be amended or reissued to note the sale of the automobile loan contracts by the sponsor to the depositor or the sale of the automobile loan contracts by the depositor to the issuing entity or the grant of a security interest in the related financed vehicles to the trust collateral agent by the issuing entity. Because the certificates of title are not amended, the issuing entity may not have a perfected security interest in financed vehicles originated in some states. See “Material Legal Aspects of the Automobile Loan Contracts” for more information regarding the certificates of title relating to the automobile loan contracts.

General Motors Financial of Canada, Ltd., or GMF of Canada, is a wholly-owned subsidiary of the sponsor that operates a servicing center in Peterborough, Ontario. GMF of Canada was incorporated in the province of Ontario on May 25, 1998. GMF of Canada has been servicing subprime automobile loan contracts since 2001 through its wholly-owned subsidiary, AmeriCredit Service Center Ltd., which merged with GMF of Canada on December 31, 2003. GMF of Canada utilizes the sponsor’s standardized

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servicing policies and procedures and operates on the same single, unified and interconnected software platform that the sponsor’s other servicing centers utilize, all of which are described under “The Sponsor’s Automobile Financing Program—Loan Servicing.” GMF of Canada is managed by the same executive officers of the sponsor that oversee the rest of the sponsor’s operations, including servicing through its other servicing centers. GMF of Canada is operated as a separate legal entity from the sponsor due solely to the location of its servicing center in a foreign jurisdiction, despite being operated identically to the sponsor’s other servicing centers and not as a stand-alone entity (other than as is required for regulatory and corporate governance purposes).

GMF of Canada will service a portion of the automobile loan contracts on behalf of the issuing entity. GMF of Canada will service these automobile loan contracts pursuant to the Amended and Restated Servicing Agreement between GMF of Canada, as successor by merger to AmeriCredit Service Center Ltd., and the sponsor, as amended as of January 1, 2006, in accordance with the sale and servicing agreement and in accordance with the sponsor’s customary servicing policies and procedures, using the degree of skill and attention that the sponsor exercises with respect to all comparable automobile loan contracts that it services for itself or others. No delegation or sub-contracting by the sponsor of its duties under the sale and servicing agreement to GMF of Canada shall relieve the sponsor of its responsibility with respect to such duties.

The sponsor will be the initial servicer, but as described under “Description of the Transaction Documents—Servicer Termination Event” there are circumstances where the sponsor may be removed as servicer. Information regarding the manner in which the sponsor may be removed as servicer following the occurrence of a servicer termination event and the manner in which a successor servicer may be appointed is described under “Description of the Transaction Documents — Rights Upon Servicer Termination Event.”

[Information on the servicer’s financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance of the securities for assets of the same type will be disclosed here.]

The Depositor

AFS SenSub Corp., the sponsor’s wholly-owned subsidiary, is a Nevada corporation, incorporated in October 2000. The depositor’s address is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000. The depositor met the registrant requirements set forth in paragraph I.A. of the General Instructions to Form SF-3 at the time the registration statement was filed.

The depositor is a special-purpose entity that was formed for the limited purpose of purchasing automobile loan contracts from the sponsor and transferring the automobile loan contracts to third parties and any activities incidental to or necessary for this purpose.

The depositor will purchase the pool of [initial automobile loan contracts and the subsequent] automobile loan contracts from the sponsor pursuant to a purchase agreement and [supplements thereto and] will sell the [initial automobile loan contracts and the subsequent] automobile loan contracts to the issuing entity pursuant to the sale and servicing agreement [and supplements thereto]. If it is discovered that the depositor has breached certain representations or warranties under the sale and servicing agreement with respect to an automobile loan contract, the depositor will be required to repurchase the affected automobile loan contract from the issuing entity if the interests of the noteholders therein are materially and adversely affected by the breach. In this case, the sponsor will be obligated to repurchase the affected automobile loan contract from the depositor pursuant to the purchase agreement. See “The Automobile Loan Contracts—Repurchase Obligations” for more information regarding the

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representations and warranties that the depositor will make regarding the automobile loan contracts and its repurchase obligations under the sale and servicing agreement.

The sponsor and the depositor have structured this transaction so that the bankruptcy of the sponsor is not expected to result in the consolidation of the depositor’s assets and liabilities with those of the sponsor. On the closing date, the depositor will receive a legal opinion, subject to various facts, assumptions and qualifications, opining that if the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to disregard the separate corporate existence of the depositor and to require the consolidation of the depositor’s assets and liabilities with those of the sponsor. However, there can be no assurance that a court would not conclude that the assets and liabilities of the depositor should be consolidated with those of the sponsor. Delays in distributions on the notes and possible reductions in distribution amounts could occur if a court decided to consolidate the depositor’s assets with those of the sponsor, or if a filing were made under any bankruptcy or insolvency law by or against the depositor, or if an attempt were made to litigate any of those issues.

In connection with the offering of the notes, the chief executive officer of the depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the automobile loan contracts and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction is structured to produce sufficient cash flows to make interest and principal payments on the notes when due. This certification will be filed by the depositor with the SEC at the time of filing of this prospectus. Despite the fact that the chief executive officer will make these certifications, this does not reduce or eliminate the risks of investing in the notes.

The Issuing Entity

AmeriCredit Automobile Receivables Trust 20    -  , the issuing entity, is a Delaware statutory trust formed under a trust agreement to consummate the transactions described in this prospectus. The issuing entity’s principal offices are in Wilmington, Delaware, in care of the owner trustee at the address listed under “The Owner Trustee.”

The depositor will, on or prior to the closing date, transfer to the issuing entity an amount equal to $1.00 as the initial capitalization of the trust. In addition, the depositor will pay organizational expenses of the trust as they may arise.

The issuing entity will not engage in any activities other than:

● acquiring, holding and managing the automobile loan contracts and its other assets and proceeds from its assets;

● selling automobile loan contracts from time to time, in accordance with the provisions of the sale and servicing agreement;

● issuing the notes and the residual certificate[s] (which represent[s] the residual interest in the issuing entity);

● making payments on the notes and the residual certificate[s];

● entering into and performing its obligations under the transaction documents to which it is a party;

● [entering into the hedge agreement;] and

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● engaging in other activities that are necessary, suitable or convenient to accomplish these activities.

Modifications to the trust agreement, including to the foregoing permissible activities, may be made by the depositor and the owner trustee, upon notice by the depositor to the engaged NRSROs and with the consent of, in certain cases, the holder[s] of the residual certificate[s] and holders of a majority of the then-outstanding principal amount of the notes [and the hedge counterparty], and in all cases, subject to the limitations set forth in the trust agreement.

The issuing entity will use the proceeds from the initial sale of the notes to purchase the [initial] automobile loan contracts from the depositor and to fund the initial deposit to the reserve account[ and to fund deposits to the pre-funding account and the capitalized interest account]. In addition to the automobile loan contracts, the issuing entity will own the trust property, described in “The Trust Property.”

[The]/[Each] sale of the automobile loan contracts by the depositor to the issuing entity will be treated as a financing rather than as a sale for accounting purposes. The depositor will represent and warrant that the trust collateral agent, acting on behalf of the noteholders, will have a first priority perfected security interest in the automobile loan contracts by reason of the indenture and the filing of a UCC-1 financing statement by the issuing entity in the State of Delaware which will give notice of the security interest in favor of the trust collateral agent. The issuing entity will be required to maintain such perfected security interest.

The issuing entity may not, without the prior written consent of the owner trustee: (a) institute any proceedings to be adjudicated as bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to it; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the issuing entity or a substantial part of its property; (e) make any assignment for the benefit of the issuing entity’s creditors; (f) admit in writing its inability to pay its debts generally as they become due; or (g) take any action in furtherance of any of the foregoing (any of the foregoing, a bankruptcy action). In considering whether to give or withhold written consent to any of these actions by the issuing entity, the owner trustee, with the consent of the certificateholder[s], shall consider the interests of the noteholders in addition to the interests of the issuing entity and whether the issuing entity is insolvent. The owner trustee will have no duty to give written consent to any of these actions by the issuing entity if the owner trustee has not been furnished a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the issuing entity is then insolvent.

The owner trustee (as such and in its individual capacity) will not be personally liable to any person on account of the owner trustee’s good faith reliance on the provisions of the trust agreement regarding a bankruptcy action or in connection with the owner trustee’s giving prior written consent to a bankruptcy action by the issuing entity in accordance with the trust agreement, or withholding such consent, in good faith, and neither the issuing entity nor any certificateholder will have any claim for breach of fiduciary duty or otherwise against the owner trustee (as such and in its individual capacity) for giving or withholding its consent to any such bankruptcy action. No certificateholder of the issuing entity has the power to commence any bankruptcy actions on behalf of the issuing entity or to direct the owner trustee to take any such actions on the part of the issuing entity. To the extent permitted by applicable law, the consent of the trust collateral agent must be obtained prior to taking any bankruptcy action by the issuing entity.

Furthermore, the issuing entity has structured this transaction so that the bankruptcy of the depositor or the sponsor is not expected to result in the consolidation of the issuing entity’s assets and

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liabilities with those of the depositor or the sponsor. On the closing date, the issuing entity will receive a legal opinion, subject to various facts, assumptions and qualifications, opining that if the depositor or the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to disregard the separate corporate existence of the issuing entity and to require the consolidation of the issuing entity’s assets and liabilities with those of the depositor or the sponsor, as applicable. However, there can be no assurance that a court would not conclude that the assets and liabilities of the issuing entity should be consolidated with those of the depositor or sponsor, as appropriate.

[The residual certificate[s] (which represent[s] the residual interest in the issuing entity) will be issued pursuant to the trust agreement and will initially be held by the depositor [as described under “Credit Risk Retention” of this prospectus], the entity that formed the issuing entity. The residual certificate [is intended to]/[will] constitute an “eligible horizontal residual interest” under Regulation RR of the Exchange Act because it is an interest in the issuing entity (i) with respect to which on any distribution date on which the issuing entity has insufficient funds to satisfy its obligation to pay all contractual interest or principal due, any resulting shortfall will reduce amounts payable to the residual certificate prior to any reduction in the amounts payable to any class of notes and (ii) that has the most subordinated claim to payments of both principal and interest by the issuing entity.]

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Capitalization and Liabilities of the Issuing Entity

[The following table illustrates the expected assets of the issuing entity as of the closing date:][If the aggregate initial principal amount of the notes is $                , the expected assets of the issuing entity as of the closing date will be as follows:]

Aggregate Principal Balance of the [Initial] Automobile Loan Contracts	$
[Pre-Funding Account	$	]
[Capitalized Interest Account	$	]
[Reserve Account][Minimum Specified Reserve Balance]	$

[The following table illustrates the expected liabilities of the issuing entity as of the closing date:][If the aggregate initial principal amount of the notes is $                , the expected liabilities of the issuing entity as of the closing date will be as follows:]

Class A-1 Notes	$
Class A-2 Notes	$
Class A-3 Notes	$
Class B Notes	$
Class C Notes	$
Class D Notes	$
[Class E Notes]	$
Total	$

[If the aggregate initial principal amount of the notes is $                , the expected assets of the issuing entity as of the closing date will be as follows:

Aggregate Principal Balance of the [Initial] Automobile Loan Contracts	$
[Pre-Funding Account	$	]
[Capitalized Interest Account	$	]
Reserve Account	$

If the aggregate initial principal amount of the notes is $                , the expected liabilities of the issuing entity as of the closing date will be as follows:

Class A-1 Notes	$
Class A-2 Notes	$
Class A-3 Notes	$
Class B Notes	$
Class C Notes	$
Class D Notes	$
[Class E Notes]	$
Total	$	]

The issuing entity’s fiscal year ends on December 31.

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The Owner Trustee

[Owner Trustee], the owner trustee, is a                      banking corporation with trust powers incorporated in                     . [Owner Trustee’s] principal place of business is located at                                              .    [Owner Trustee] has served as owner trustee in numerous asset-backed securities transactions involving automobile loan contracts.

[Insert additional trustee disclosure regarding the trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

The owner trustee has provided the above information for purposes of complying with Regulation AB. Other than the above [two] paragraphs [and except as described under “Legal Proceedings”], [Owner Trustee] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

Pursuant to the trust agreement, the owner trustee will perform limited administrative functions of the issuing entity including the execution and delivery of the transaction documents and any related certificate or other document to which the issuing entity is a party. The issuing entity will authorize and direct the trustee to authenticate and deliver the notes and the owner trustee will be authorized but not obligated to take all other actions required of the issuing entity pursuant to the transaction documents.

The depositor will indemnify the owner trustee and its officers, directors, successors, assigns, agents and servants against any and all loss, liability or expense incurred by the owner trustee in connection with the performance of its duties under the transaction documents, except that the depositor shall not be liable for or required to indemnify the owner trustee from any loss, liability or expense that results from the owner trustee’s willful misconduct, bad faith or negligence. The owner trustee is obligated to perform only those duties that are specifically assigned to it in the trust agreement. The owner trustee will not be liable for any action taken at the direction of the servicer or the certificateholder[s] in accordance with the transaction documents. The owner trustee will not be required to expend its own funds or incur any financial liability in respect of any of its actions as owner trustee if the owner trustee has reasonable grounds to believe that reimbursement to it of such funds or for such liabilities is not reasonably assured. The owner trustee is not liable for any error of judgment made by it in good faith.

[Owner Trustee] will be the owner trustee initially, but there are certain conditions under which the owner trustee may be removed or may resign, in which case a successor owner trustee will be appointed. See “Description of the Transaction Documents—Replacement of Owner Trustee” for information regarding the owner trustee’s removal, resignation and replacement.

The Trustee and Trust Collateral Agent

The trustee and the trust collateral agent is [trustee], a                  banking association and a wholly-owned subsidiary of                 . Its corporate trust office is located at                                              . A diversified financial services company with approximately $                 in assets,          million customers and                  employees as of [quarter end date], [Trustee] provides [banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally]. [Trustee] provides [retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services]. The servicer, the depositor and their respective affiliates may maintain normal commercial banking relationships with [Trustee] and its affiliates. The fees, expenses and indemnities of the trustee and trust collateral agent will be paid by the servicer under the sale and servicing agreement and to the extent not paid thereunder, will be paid by the issuing entity in accordance with the priority of

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payments set forth under “Description of the Transaction Documents — Distributions — Distribution Date Payments.”

[[Trustee] has provided corporate trust services since             . As of                 , 20    , [Trustee] was acting as trustee on more than              series of automobile loan contracts backed securities with an original aggregate principal balance of approximately $                .]

[Insert additional trustee disclosure regarding the trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

The issuing entity will cause the servicer to indemnify the trustee, the trust collateral agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses, including any attorneys’ fees and expenses incurred in connection with the enforcement of any indemnification obligations under the transaction documents) incurred by each of them in connection with the acceptance or the administration of the issuing entity and the performance of its duties under the transaction documents. Neither the issuing entity nor the depositor will be required to indemnify against any loss, liability or expense incurred by the trustee or trust collateral agent through the trustee’s or the trust collateral agent’s own willful misfeasance, negligence except for errors in judgment or bad faith. The trustee is obligated to perform only those duties that are specifically assigned to it in the indenture and the sale and servicing agreement. The trustee may conclusively rely on certificates and opinions furnished to it in accordance with the indenture. The indenture does not require the trustee to expend or risk its own funds or otherwise incur financial liability if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. The trustee is not liable for any error of judgment made by it in good faith. The trustee will not be liable with respect to any action it takes or omits to take pursuant to directions from the noteholders in accordance with the indenture. See “Description of the Notes” for more information regarding the trustee’s duties under the indenture and the trust collateral agent’s duties under the sale and servicing agreement.

[Trustee] will be the trustee and trust collateral agent initially, but there are certain conditions under which the trustee and trust collateral agent may be removed or may resign, in which case a successor trustee and trust collateral agent will be appointed. See “Description of the Transaction Documents—Replacement of Trustee” for information regarding the trustee’s and the trust collateral agent’s removal, resignation and replacement.

The Asset Representations Reviewer

                    , a             , will act as the “asset representations reviewer” under the asset representations review agreement. [Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

The asset representations reviewer is an “eligible asset representations reviewer,” meaning that (i) it is not affiliated with the sponsor, the depositor, the servicer, the trustee, the owner trustee, the trust collateral agent or any of their affiliates and (ii) neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the automobile loan contracts. The asset representations reviewer is not responsible for reviewing the automobile loan contracts for compliance with the representations under the transaction documents, except in connection with a review under the asset representations review agreement, or for determining whether noncompliance with any representation is a breach of the transaction documents.

The asset representations reviewer’s main duties will be:

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● reviewing certain automobile loan contracts following receipt of a review notice from the trustee, and

● providing a report on the results of the review to the issuing entity, the servicer and the trustee.

See “Description of the Transaction Documents—Asset Representations Review Triggers and Procedures—Asset Representations Review Procedures” for a description of the nature of the review to be performed by the asset representations reviewer.

The asset representations reviewer will not be liable for any action, omission or error in judgment unless it is due to willful misconduct, bad faith or negligence by the asset representations reviewer. The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the automobile loan contracts.

The issuing entity will, or will cause the servicer to, indemnify the asset representations reviewer for liabilities and damages resulting from the asset representations reviewer’s performance of its duties under the asset representations review agreement unless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or as a result of any breach of representations made by the asset representations reviewer in the asset representations review agreement.

The issuing entity will pay the upfront and annual fees and review fees of the asset representations reviewer and pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the servicer. The issuing entity will pay these amounts to the asset representations reviewer on each distribution date, along with similar amounts owed to the trustee, the trust collateral agent and the owner trustee and expenses incurred by the issuing entity under the transaction documents (subject, in each case, to the applicable cap on such amounts as described under “Description of the Transaction Documents—Distributions—Distribution Date Payments”), before the issuing entity makes any other payments to items with a lower payment priority.

The asset representations reviewer may not resign unless (i) it becomes legally unable to act or (ii) the issuing entity consents to the resignation. The issuing entity may remove the asset representations reviewer if the asset representations reviewer becomes legally unable to act or becomes subject to a bankruptcy and will be required to remove the asset representations reviewer if it no longer is an eligible asset representations reviewer. No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer is in place. Any successor asset representations reviewer must be an eligible asset representations reviewer.

If during any collection period the asset representations reviewer resigns or is removed, replaced or substituted, or if a new asset representations reviewer is appointed, the date on which such event occurred and the circumstances surrounding the change will be indicated on the distribution report filed on Form 10-D relating to that collection period. Additionally, if a new asset representations reviewer has been appointed, information regarding that party will also be provided in the Form 10-D. The predecessor asset representations reviewer will pay the reasonable expenses of the successor asset representations reviewer in transitioning the asset representations reviewer’s obligations under the asset representations review agreement and preparing the successor asset representations reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor asset representations reviewer.

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[The Hedge Counterparty]

[Information in this section will be provided by each individual hedge counterparty on a deal by deal basis]

[Include:

● The name of the hedge counterparty;

● The organizational form of the hedge counterparty; and

● The general character of the business of the hedge counterparty.

● Financial information: If the aggregate significance percentage related to the hedge counterparty is (i) 10% or more, but less than 20%, financial data required by Item 301 of Regulation S-K will be provided for the hedge counterparty or (ii) 20% or more, financial statements meeting the requirements of Regulation S-X (§§210.1-01 through 210.12-29), except §210.3-05 and Article 11, will be provided for the hedge counterparty.]

See “Description of the Transaction Documents—The Hedge Agreement” in this prospectus for a description of the hedge agreement.]

The Sponsor’s Automobile Financing Program

General

The sponsor is a leading automobile finance company that has been operating in the automobile finance business in North America since September 1992. The sponsor’s consumer automobile finance programs include full credit spectrum lending and leasing offered through GM-franchised dealers under the “GM Financial” brand. The sponsor also offers a subprime lending product through both GM and non-GM-franchised and select independent dealers under the “AmeriCredit” brand. In addition, the sponsor offers a commercial lending program primarily for GM-franchised dealers.

The sponsor purchases automobile loan contracts, generally without recourse, for new and used vehicles purchased by consumers and, to a lesser extent has at times made automobile loans directly to customers buying new and used vehicles. The sponsor services its loan portfolio at regional centers using automated loan servicing and collection systems.

As GM’s captive finance subsidiary, the sponsor’s business strategy includes increasing the amount of new GM automobile sales by offering a broad spectrum of competitive financing programs, while at the same time continuing to remain a valuable financing source for loans for non-GM franchised dealerships. In addition, the sponsor is the exclusive provider for lease financing products for new GM vehicles and also offers commercial lending services for GM-franchised dealerships. The sponsor sources its business primarily through its relationships with automobile dealers, which are maintained through its regional credit centers and marketing representatives (dealer account representatives).

Certain of the sponsor’s automobile finance programs are designed to serve customers who have limited access to automobile financing through traditional financing sources, such as banks and credit unions. These borrowers typically have experienced prior credit difficulties or have limited credit histories. Because the sponsor at times serves customers who are unable to meet the credit standards imposed by many traditional financing sources, in these instances the sponsor generally charges higher interest rates than those charged by such sources. Because the sponsor may provide financing in this relatively high-risk market, the sponsor also expects to sustain a higher level of delinquencies and credit losses on these specific automobile loan contracts.

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Origination Network

The sponsor’s origination platform provides specialized focus on marketing and financing programs and underwriting automobile loan contracts. Responsibilities are segregated so that the sales group markets the sponsor’s programs and products to its dealer customers, while the underwriting group focuses on underwriting, negotiating and closing applications submitted by those dealers. The sales and underwriting groups are further segregated, with separate teams servicing GM-franchised dealers and non-GM-franchised dealers. This structure allows the sponsor to maintain efficient service for its non-GM-franchised dealers while providing GM-franchised dealers the broader loan, lease and commercial lending products. All underwriters are aligned with credit centers and may work remotely from a home office. Dealer account representatives are aligned with the credit centers and work remotely in their service areas. The sponsor believes that the personal relationships its credit underwriters and dealer account representatives establish with the dealers’ staff are an important factor in creating and maintaining productive relationships with its dealer customer base.

The sponsor selects markets for credit center locations based upon numerous factors, most notably proximity to the geographic markets and dealers it seeks to serve and availability of qualified personnel. Credit centers are typically situated in suburban office buildings.

Credit centers are staffed by a credit center vice president, regional credit managers, credit managers and credit underwriting specialists. The credit center vice president reports to a senior vice president in the sponsor’s corporate office. Credit center personnel are compensated with base salaries and incentives based on overall credit center performance, which includes factors such as credit quality, pricing adequacy and volume objectives. The credit center vice presidents, regional credit managers and senior vice presidents monitor credit center compliance with the sponsor’s underwriting guidelines. The sponsor’s management information systems provide these managers with access to credit center information, enabling them to consult with credit center teams on credit decisions and assess adherence to the sponsor’s credit policies. Additionally, information systems and underwriting systems have systemic controls which limit an underwriter from approving business outside of their assigned credit authority. The senior vice presidents also make periodic visits to the credit centers to conduct operational reviews.

Dealer account representatives typically work from a home office but are aligned with a credit center. They solicit dealers for applications and maintain the sponsor’s relationships with the dealers in their geographic vicinity, but do not have responsibility for credit approvals. The sponsor believes the local presence provided by its dealer account representatives enables it to be more responsive to dealer concerns and local market conditions. Applications solicited by the dealer account representatives are underwritten at the credit centers. The dealer account representatives are compensated with base salaries and incentives based on automobile loan contract dealer penetration rates and volume objectives. The dealer account representatives report to regional sales managers, who report to sales vice presidents. The sales vice presidents report to a senior vice president in the sponsor’s corporate office.

Marketing

As an indirect auto finance provider, the sponsor focuses its marketing activities on automobile dealers. The sponsor is selective in choosing the dealers with whom it conducts business and primarily pursues both GM-franchised and non-GM-franchised dealerships with new and used car operations; however, the sponsor also conducts business with a limited number of independent dealerships. The sponsor finances new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low-mileage used vehicles.

The sponsor maintains non-exclusive relationships with the dealers. The sponsor actively monitors its dealer relationships with the objective of maximizing the volume of applications received

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from dealerships with whom it does business that meet its underwriting standards and profitability objectives. Due to the non-exclusive nature of the sponsor’s relationships with dealers, the dealers retain discretion to determine whether to obtain financing from the sponsor or from another source for a customer seeking to make a vehicle purchase. The sponsor’s representatives regularly contact and visit dealers to solicit new business and to answer any questions dealers may have regarding the sponsor’s financing programs and capabilities and to explain the sponsor’s underwriting philosophy.

The sponsor generally purchases finance contracts without recourse to the dealership. Accordingly, the dealership has no liability to the sponsor if the consumer defaults on the contract. The dealership typically makes certain representations as to the validity of the contract and compliance with certain laws, and indemnifies the sponsor against any claims, defenses and set-offs that may be asserted against the sponsor because of assignment of the contract or the condition of the underlying collateral. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealership has insufficient financial resources to perform upon such representations and indemnities. The sponsor does not view recourse against the dealership on these representations and indemnities to be of material significance in its decision to purchase finance contracts from a dealership. Depending upon the contract structure and consumer credit attributes, the sponsor may charge dealerships a non-refundable acquisition fee and/or pay dealerships a participation fee when purchasing finance contracts. These fees are assessed on a contract-by-contract basis.

Manufacturer Relationship

The sponsor coordinates with GM [and other new vehicle manufacturers], to establish marketing programs for loan products. The sponsor has programs with GM [and other new vehicle manufacturers], typically known as subvention programs, under which [GM provides]/[the new vehicle manufacturers provide] the sponsor cash payments in order for the sponsor to offer lower interest rates on automobile loan contracts it purchases from [GM’s]/[the related new vehicle manufacturer’s]dealership network. These programs serve the sponsor’s goal of increasing new automobile loan contract originations and [GM’s]/[the related vehicle manufacturer’s] goal of making credit more available to consumers purchasing vehicles sold by [GM]/[the related new vehicle manufacturer].    The programs may include special-rate financing, down payment assistance and cash payments directly to dealers. Under these subvention programs, the sponsor determines the appropriate amount to charge GM for the vehicles contracted under a specific subvention program. In determining this amount, consideration is given to the subvented rate and automobile loan contract term as well as an applicant’s risk profile. The combined subvented support payments are paid by GM directly to the sponsor and do not constitute cashflow that is available to make payments on any notes.

Direct Lending

In addition to purchasing automobile loan contracts originated by dealers, the sponsor may originate automobile loan contracts directly with consumers. [An immaterial number of the automobile loan contracts were directly originated with consumers.]/[Insert additional disclosure about applicable direct lending programs if a material number of the automobile loan contracts were directly originated with consumers.]

Credit Underwriting

The sponsor offers a broad spectrum of financing options to consumers, including subprime consumers who may be unable to obtain financing from traditional sources.    Underwriting loans, especially subprime loans, is a process that may include judgment, but the sponsor’s underwriting process is also supported by its proprietary credit scoring system. The sponsor utilizes underwriting guidelines to achieve a given business strategy. These guidelines are dependent upon risk tolerances which may, and often do,

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change depending on many different factors, including but not limited to the sponsor’s strategic objectives, market demand for automobile finance including subprime loans, access to and cost of financing, the overall economic environment, consumer credit trends and the volatility in used car pricing. The following paragraphs discuss in more detail the sponsor’s proprietary credit scoring system, underwriting guidelines and the underwriting process.

The sponsor utilizes a proprietary credit scoring system to support the credit approval process. This credit scoring system was developed through statistical analysis of the sponsor’s consumer demographic and portfolio databases consisting of data the sponsor has collected over its more than 20 years of operating history. Credit scoring is used to differentiate credit applicants and to statistically rank order credit risk in terms of expected default rates, which enables the sponsor to evaluate credit applications for approval and tailor automobile loan contract pricing and structure. For example, if a consumer has a lower score, that indicates a higher probability that they will default on an automobile loan contract. In evaluating an application from such a consumer the sponsor would either decline their application, or, if it approves the application, it would compensate for this higher default risk through the structuring and pricing of the automobile loan contract. While the sponsor employs a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk and so some portion of the consumers that the sponsor lends to will default in their payment obligations under their automobile loan contracts despite the sponsor’s underwriting processes. Adverse determinations in evaluating automobile loan contracts for purchase, changes in individual consumers’ circumstances after they enter into their automobile loan contracts or changes in certain macroeconomic factors after the sponsor purchases automobile loan contracts could all negatively affect the credit performance of individual automobile loan contracts and the sponsor’s overall automobile loan contracts portfolio.

The sponsor’s proprietary credit scoring system incorporates data contained in the customer’s credit application, credit bureau report and other third-party data sources as well as the structure of the proposed automobile loan contract and produces a statistical assessment of these attributes. This assessment is used to rank-order applicant risk profiles and recommends the price the sponsor should charge for different risk profiles. The sponsor’s credit scorecards are monitored through comparison of actual performance versus projected performance by score. Periodically, the sponsor refines its proprietary scorecards based on new information, including identified correlations between automobile loan contract performance and data obtained in the underwriting process.

In addition to the sponsor’s proprietary credit scoring system, management sets other underwriting guidelines. These underwriting guidelines are comprised of numerous evaluation criteria, including: (i) identification and assessment of the applicant’s willingness and capacity to repay the automobile loan contract, including consideration of credit history and performance on past and existing obligations; (ii) credit bureau data; (iii) collateral identification and valuation; (iv) payment structure and debt ratios; (v) insurance information; (vi) employment, income and residency verifications, as considered appropriate; and (vii) in certain cases, the creditworthiness of a co-obligor. These underwriting guidelines, and the minimum credit risk profiles of applicants the sponsor will approve as rank-ordered by the credit scorecards, are subject to change from time to time based on economic, competitive and capital market conditions as well as the sponsor’s overall origination strategies.

The sponsor purchases individual automobile loan contracts through the sponsor’s underwriting specialists in regional credit centers using a credit approval process tailored to local market conditions. Underwriting personnel have a specific credit authority based upon their experience and historical automobile loan contract portfolio results as well as established credit scoring parameters. More experienced specialists are assigned higher approval levels. If the suggested loan application attributes and characteristics exceed an underwriting specialist’s credit authority, each specialist has the ability to escalate the loan application to a more senior underwriter with a higher level of approval authority. Authorized senior underwriting officers may approve any automobile loan contract application in

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accordance with underwriting guidelines. Although the credit approval process is decentralized, the sponsor’s application processing system includes controls to ensure that credit decisions comply with the sponsor’s current credit scoring strategies and underwriting policies and procedures, including approval authorities.

Credit applications are evaluated based on a judgmental review process following an initial assessment using the sponsor’s automated credit scoring system. Under this initial review process, automobile loan contract application packages completed by prospective obligors are received electronically, through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into the sponsor’s application processing system, a credit bureau report and other third-party data sources are automatically accessed and a proprietary credit score is computed. Some applications received by the sponsor fail to meet the sponsor’s minimum credit score requirement and are generally declined automatically at this stage, although certain applications that fail to meet the minimum credit score may nonetheless be evaluated and approved based on the following judgmental review process. For applications that are not automatically declined, underwriting personnel of the sponsor continue to review the application package and judgmentally determine whether to approve the application, approve the application subject to conditions that must be met, or deny the application. At this judgmental review stage, the credit applications are individually reviewed by an underwriting specialist, who examines the information utilized in the initial credit scoring system process together with any additional data. The underwriting specialist then makes a decision based on his or her assessment of the credit strengths and weaknesses of the applicant and the terms of the proposed automobile loan contract. The underwriting specialist might condition approval of an automobile loan contract on one or more of a variety of changes, including, but not limited to, a change that would reduce the monthly payment, such as the making of a larger down payment, the substitution of a less expensive vehicle, or some other adjustment to the originally proposed financing terms. Upon the final determination of the collateral and financing terms, the loan application is assigned a final proprietary credit score by the credit scoring system, and a credit decision to approve or reject the loan application is made by the credit underwriter or personnel with the required level of authority.    Dealers are contacted regarding credit decisions and declined applicants are also provided with appropriate notification of the decision.

Completed automobile loan contract packages are sent to the sponsor by dealers. Loan documentation is scanned to create electronic images and electronically forwarded to the sponsor’s centralized automobile loan contract processing department. A processing representative verifies certain applicant employment, income and residency information, if necessary. Loan terms, insurance coverage and other information may be verified or confirmed with the customer at this stage. The sponsor contracts with a third-party to maintain the original automobile loan contract and title documents on the sponsor’s behalf.

Once an automobile loan contract is cleared for funding, the funds to purchase that automobile loan contract are electronically transferred to the dealer or in certain instances a check is issued. Upon funding of the automobile loan contract, the sponsor acquires a perfected security interest in the automobile that was financed. Daily reports of newly-originated automobile loan contracts are generated for review by senior operations management. The sponsor’s automobile loan contracts are generally fully amortizing loans with substantially equal monthly installments.

[The sponsor uses programs developed and maintained by service providers that allow the sponsor to complete the entire contracting process electronically. [If the aggregate initial principal amount of the notes is $                ,]     % of the automobile loan contracts (by aggregate principal balance as of the [initial] cutoff date) were originated as electronic automobile loan contracts. If the aggregate initial principal amount of the notes is $                ,]       % of the automobile loan contracts (by aggregate principal balance as of the [initial] cutoff date) were originated as electronic automobile loan contracts. Automobile loan contracts that are created electronically are electronically signed by the related obligors

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and are stored in an electronic vault that is maintained by a third-party to facilitate the process of creating and storing those electronic automobile loan contracts. The third party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic automobile loan contract as being the single authoritative copy of the automobile loan contract; (ii) manage access to and the expression of the authoritative copy; (iii) identify the sponsor as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. The sponsor typically does not maintain physical copies of any electronic automobile loan contracts.]

Following the funding of automobile loan contracts, the sponsor’s credit review department analyzes a sample of automobile loan contracts to determine whether underwriting personnel exercised appropriate judgment consistent with the sponsor’s underwriting guidelines, authorization levels and overall corporate strategy. Post-funding credit performance is also monitored and analyzed by the sponsor’s credit risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions.

Credit performance reports track portfolio performance at various levels of detail including total company, credit center and dealership. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new automobile loan contract originations. The sponsor reviews profitability metrics on a consolidated basis, by the geographic region, origination channel, and by credit tier and term. Key application data, credit bureau and credit score information, automobile loan contract structures and terms and payment histories are maintained. The credit risk management department also regularly reviews the performance of the sponsor’s credit scoring system and is responsible for the development and enhancement of the sponsor’s credit scorecards.

Loan Servicing

The sponsor’s servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interest in financed vehicles, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate. As servicer, the sponsor will prepare monthly servicer reports, provide distribution instructions to the trust collateral agent and prepare annual compliance reports. The servicer services under the “AmeriCredit” and “GM Financial” brands, and may service under other GM affiliate brand names.

When an automobile loan contract is originated, the related financed vehicle is required to be covered by a comprehensive and collision insurance policy in accordance with the sponsor’s customary servicing procedures. In addition, the sponsor will have the right, under the sale and servicing agreement, to require each obligor of an automobile loan contract to obtain insurance coverage by acquiring insurance on the obligor’s behalf and charging the obligor the premium payments each month, together with principal and interest and other charges that are incurred to the obligor.

The sponsor uses monthly billing statements to serve as a reminder to customers as well as an early warning mechanism in the event a customer has failed to notify the sponsor of an address change. Approximately 20 days before a customer’s first payment due date and each month thereafter, the sponsor sends the customer a billing statement directing the customer to mail payments to an account established by the servicer. Payment receipt data is then posted to the automobile loan contract accounting system. Payments may also be received from third-party payment processors, such as Western Union, or via electronic transmission of funds. Payment processing and customer account maintenance is performed centrally through the sponsor’s operations centers in Arlington, Texas. The servicer does not customarily advance interest or principal payments on behalf of obligors and the transaction documents do not allow or

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require the servicer to make advances with respect to the automobile loan contracts owned by the issuing entity.

Collections

The sponsor services the automobile loan contract portfolio through regional centers located in San Antonio, Texas; Chandler, Arizona; Charlotte, North Carolina; and Peterborough, Ontario. A predictive dialing system is utilized to make telephone calls to customers in the early stages of delinquency. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials telephone numbers of multiple customers from a file of records extracted from the sponsor’s database. Once a connection is made to the automated dialer’s call, the system automatically transfers the call to a collector and the relevant account information to the collector’s computer screen. By eliminating the time spent on attempting to reach customers, the system gives a single collector the ability to contact a larger number of customers daily.

Once an account reaches a certain level of delinquency, it moves to one of the sponsor’s advanced collection units. The objective of these collectors is to resolve the delinquent account. This unit will service the account through resolution. The sponsor may repossess a financed vehicle if an account is deemed uncollectible; the financed vehicle is deemed to be in danger of being damaged, destroyed or hidden; the sponsor determines that the customer is dealing in bad faith; or the customer voluntarily surrenders the financed vehicle to the sponsor.

Statistically-based behavioral assessment models are used in the sponsor’s automobile loan contract servicing activities to project the relative probability that an individual account will have further credit deterioration. The behavioral assessment models are used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio.

At times, the sponsor offers payment deferrals to customers who have encountered temporary financial difficulties that hinder their ability to pay in accordance with their automobile loan contract terms. A deferral allows the customer to move delinquent payments to the end of the automobile loan contract, usually by paying a fee that is calculated in a manner specified by applicable law. The collector reviews the customer’s past payment history and behavioral score and assesses the customer’s desire and capacity to make future payments. Before agreeing to a deferral, the collector also considers whether the deferment transaction complies with the sponsor’s policies and guidelines. Any exceptions to the sponsor’s policies and guidelines for deferrals must be approved in accordance with these policies and guidelines. While payment deferrals are initiated and approved in the collections department, a separate department processes authorized deferment transactions. Exceptions to the deferment guidelines are also monitored by the sponsor’s risk management function.

Repossessions

Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more customer notifications, a prescribed waiting period prior to disposition of the repossessed automobile and return of personal items to the customer. Some jurisdictions provide the customer with reinstatement or redemption rights. Legal requirements, particularly in the event of customer bankruptcy, may restrict the sponsor’s ability to repossess a vehicle or dispose of the vehicle upon repossession. The sponsor engages independent repossession firms to handle repossessions. All repossessions, other than bankruptcy or previously charged-off accounts, must be approved by a collections officer. Upon repossession and after any prescribed waiting period, the repossessed automobile is sold at auction. The value of the collateral underlying the sponsor’s portfolio is updated periodically with a loan-by-loan link to national wholesale auction values. This data, along with the sponsor’s own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities. The sponsor does

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not sell any vehicles on a retail basis. The proceeds from the sale of a financed vehicle at auction, and any other recoveries, are credited against the balance of the related contract. Auction proceeds from the sale of a repossessed financed vehicle and other recoveries are usually not sufficient to cover the outstanding balance of the related contract, and the resulting deficiency is charged-off. The sponsor pursues collection of deficiencies when it deems such action to be appropriate.

The sponsor’s policy is to charge off an automobile loan contract in the month in which the automobile loan contract becomes one-hundred twenty (120) days contractually delinquent if it has not repossessed the related financed vehicle. The sponsor also charges off automobile loan contracts in repossession when the financed vehicle is repossessed and legally available for disposition. A charge-off represents the difference between the estimated net sales proceeds and the outstanding principal balance of the delinquent automobile loan contract including accrued interest.

Risk Management

The sponsor’s credit risk management function is responsible for monitoring the automobile loan contract approval process and supporting the supervisory role of senior operations management. The credit risk management function also regularly reviews the performance of the sponsor’s credit scoring system by tracking actual performance versus projected performance by credit score. It is responsible for development and enhancement of the credit scorecards.

The sponsor’s underwriting guidelines and credit decisioning models are regularly modified, updated and enhanced. Post-funding credit performance is monitored and analyzed by the credit risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions. Additionally, the sponsor tracks key variables such as applicant data, credit bureau and credit score information, automobile loan contract structures and terms, and payment histories.

Credit performance reports track portfolio performance at various levels of detail, including total portfolio, credit center and dealer. Various reports and analytical data are generated to monitor credit quality and performance as well as to refine the structure and mix of new automobile loan contract originations. All of this ongoing analysis is regularly reviewed and analyzed by the sponsor to aid in adjusting and improving origination processes and decisioning.

The sponsor’s risk management functions conduct regular reviews of and provides recurring reporting and monitoring on credit center operations, automobile loan contract operations, processing and servicing, collections and other functional areas. The primary objective of the reviews is to identify risks and associated controls and measure compliance with the sponsor’s written policies and procedures. Credit center reviews include a review of compliance with underwriting policies, completeness of automobile loan contract documentation, collateral value assessment and applicant data investigation. In addition, the credit risk management functions perform reviews of the repossession, charge-off, deferment and bankruptcy processes. Written reports are distributed to departmental managers and officers for response and follow-up. Results and responses are also reviewed by senior management.

The Sponsor’s Securitization Program

Under the AmeriCredit Automobile Receivables Trust, or AMCAR, program, which primarily includes sub-prime automobile loan contracts, the sponsor has previously sponsored over 100 publicly offered securitizations since 1994. The sponsor also completed three publicly offered transactions under the AmeriCredit Prime Automobile Receivables Trust, or APART, program between 2007 and 2009, which primarily included prime and near-prime automobile loan contracts. In 2014, the sponsor began to sponsor securitizations backed by automobile lease assets under its GM Financial Automobile Leasing Trust, or

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GMALT, program; in 2015, the sponsor began to sponsor securitizations backed by dealer floorplan receivables under its GMF Floorplan Owner Revolving Trust, or GFORT, program; in 2017, the sponsor began to sponsor securitizations backed by prime automobile loan contracts under its GM Financial Consumer Automobile Receivables Trust, or GMCAR, program; and in 2021, the sponsor began to sponsor securitizations backed by a revolving pool of prime automobile loan contracts under its GM Financial Revolving Receivables Trust, or GMREV, program.

Each of the sponsor’s previous securitizations of automobile loan contracts had a similar legal structure to the current transaction. In each of those securitizations, the sponsor and/or originating affiliates of the sponsor either purchased automobile loan contracts from automobile dealers and other third-party lenders or originated the automobile loan contracts directly with consumers and the sponsor then sold those automobile loan contracts to a wholly-owned subsidiary that served as depositor for the related transaction. The related depositor then resold the automobile loan contracts to a newly-created statutory trust that issued asset-backed securities that were backed by the automobile loan contracts. The sponsor served as and, with respect to the outstanding transactions, continues to serve as, servicer on each transaction.

The Sponsor’s Static Pool Information

Static pool information for the AMCAR program is contained in Annex A to this prospectus. The characteristics of the automobile loan contracts included in prior securitizations may vary from the characteristics of the automobile loan contracts included in [this pool]/[the pools related to this transaction]. For additional details regarding [each]/[this] pool, please refer to “The Automobile Loan Contracts – Composition[ of Each Pool]” in this prospectus. These differences, along with the varying economic conditions applicable to the securitized pools, may make it unlikely that the automobile loan contracts described in this prospectus will perform in the same way that any of those prior securitized pools have performed. Further, [the impact of the COVID-19 pandemic on the performance of the pool described in this prospectus is uncertain, as such,] there can be no assurance that the performance of the prior securitization transactions in the AMCAR static pool data will correspond to or be an accurate predictor of the performance of the automobile loan contracts to be owned by the issuing entity.

Static pool information contained in Annex A to this prospectus includes summary information for original pool characteristics, the distribution of automobile loan contracts by top five geographic locations of obligors, the distribution of automobile loan contracts by APR, the distribution by credit bureau score at origination, the distribution by custom score at origination, prepayment speeds, pool factors, delinquency information and loss information.

[In accordance with Item 1105(a)(3)(ii) of Regulation AB, the information provided in Annex A will be of a date no later than 135 days from the date of the first use of the related prospectus.]

The Trust Property

The trust property will include, among other things:

● a pool consisting of primarily sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks and vans;

● moneys received [(a)] with respect to the [initial] automobile loan contracts, after the [initial] cutoff date [and (b) with respect to the subsequent automobile loan contracts, after the related cutoff date];

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● amounts that are held in [the revolving account,][the pre-funding account,] the collection account, the note distribution account[, the capitalized interest account] and the reserve account;

● the security interests in the financed vehicles granted by obligors;

● an assignment of the proceeds received from dealers under agreements between the sponsor and dealers;

● an assignment of the right to receive proceeds from claims on physical damage, credit life and disability insurance policies covering the financed vehicles or the obligors;

● an assignment of all rights to proceeds from liquidating the automobile loan contracts;

● the automobile loan contract files;

[● moneys received pursuant to the hedge transaction;]

● other rights under the transaction documents, including an assignment of the depositor’s rights against the sponsor for breaches of representations and warranties under the purchase agreement; and

● all proceeds from the items described above.

The [initial] automobile loan contracts will be purchased by the depositor from the sponsor under the purchase agreement, and will then be purchased by the issuing entity from the depositor under the sale and servicing agreement, in each case on or about                 , 20    . [[The issuing entity will purchase subsequent automobile loan contracts and related property from the depositor during the revolving period with collections on the automobile loan contracts that have been reserved for that purpose.][The issuing entity will use funds on deposit in the pre-funding account to purchase subsequent automobile loan contracts and related property from the depositor under one or more subsequent transfer agreements on or before                  20    .] These subsequent automobile loan contracts will be purchased by the depositor from the sponsor pursuant to one or more subsequent purchase agreements between the depositor and the sponsor and then purchased by the issuing entity.]

The [initial] automobile loan contracts were originated by the sponsor through dealers or were originated directly with consumers by the sponsor according to the sponsor’s credit policies. The automobile loan contracts originated by dealers have been assigned to the sponsor and evidence the indirect financing made to the obligor. [The subsequent automobile loan contracts have been, or will be, originated by the sponsor directly with consumers and dealers according to the sponsor’s credit policies. The subsequent automobile loan contracts that have been, or will be, originated by dealers and have been, or will be, assigned to the sponsor and evidence, or will evidence, the indirect financing made to the obligor.] The sponsor’s agreements with the dealers who originated the automobile loan contracts may provide for repurchase by or recourse against the dealer if there is a breach of a representation or warranty under the relevant dealer agreement.

Under the indenture, the issuing entity will grant a security interest in the trust property to the trust collateral agent for the trustee’s benefit on the noteholders’ behalf [and, if the hedge agreement is a swap agreement, for the benefit of the hedge counterparty in support of the issuing entity’s obligations owed to the hedge counterparty]. Any proceeds of the trust property will be distributed according to the indenture.

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The Automobile Loan Contracts

Eligibility Criteria for [Initial] Automobile Loan Contracts

The automobile loan contracts were [or will be] selected according to several criteria. In addition, as of the [initial] [statistical calculation]/[cutoff] date the automobile loan contracts were, and on the cutoff date will be, selected from the sponsor’s portfolio of sub-prime automobile loan contracts based on the following criteria:

(a) each [initial] automobile loan contract had a remaining maturity of not less than      months and not more than      months;

(b) each [initial] automobile loan contract had an original maturity of not less than      months and not more than      months;

(c) each [initial] automobile loan contract had a remaining principal balance of at least $             and not more than $            ;

(d) each [initial] automobile loan contract has an annual percentage rate of at least     % and not more than     %;

(e) no [initial] automobile loan contract was more than      days past due, [except for certain [initial] automobile loan contracts which may have been between      and      days past due and that have an aggregate Principal Balance of up to     % of the initial principal amount of the notes];

(f) neither the sponsor nor anyone acting on its behalf advanced funds to cause any [initial] automobile loan contract to qualify under clause (e) above;

(g) each obligor had a United States [or United States territory] billing address as of the date of origination of the [initial] automobile loan contract;

(h) each [initial] automobile loan contract is denominated in, and each automobile loan contract provides for payment in, United States dollars;

(i) each automobile loan contract arose under a contract that 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;

(j) each automobile loan contract arose under a contract with respect to which the sponsor has performed all obligations required to be performed by it thereunder;

(k) no automobile related to an automobile loan contract was held in repossession;

(l) no obligor was in bankruptcy; and

(m) neither the sponsor nor the depositor has selected the automobile loan contracts in a manner that either of them believes is adverse to the interests of the noteholders.

Automobile loan contracts representing 10% or more of the aggregate principal balance of the automobile loan contracts as of              were originated in the State[s] of              [, and

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            ]. The performance of the automobile loan contracts in the aggregate could be adversely affected in particular by the development of adverse economic conditions in such state[s][, including as a result of variations in the severity of the COVID-19 pandemic].

No expenses incurred in connection with the selection and acquisition of the automobile loan contracts will be paid for from the offering proceeds.

[Eligibility Criteria for Subsequent Automobile Loan Contracts

[No transfer of subsequent automobile loan contracts to the issuing entity during the [revolving period][pre-funding period] will be made unless:

(a) as of each subsequent cutoff date, each subsequent automobile loan contract and/or the subsequent automobile related to that subsequent automobile loan contract satisfies the automobile loan contract eligibility criteria specified in clauses [            ] above regarding the initial automobile loan contracts;

(b) neither the sponsor nor the depositor has selected the subsequent automobile loan contracts in a manner that either of them believes is adverse to the interests of the noteholders; and

(c) the sponsor and the depositor shall have delivered certain opinions of counsel regarding the validity of the subsequent automobile loan contract transfers on those subsequent transfer dates on which such opinions are required.]

The issuing entity’s obligation or right to purchase the subsequent automobile loan contracts during the [revolving period][pre-funding period], as described in “Description of the Transaction Documents—The Revolving Period,” is subject to the condition that all of the subsequent automobile loan contracts transferred to the issuing entity, including the subsequent automobile loan contracts to be transferred, meet the following criteria after the transfer of the subsequent automobile loan contracts (based on the characteristics of the initial automobile loan contracts as of the initial cutoff date and the subsequent automobile loan contracts as of the related subsequent cutoff date):

(a) the automobile loan contracts’ weighted average annual percentage rate is not less than     %; and

(b) [the automobile loan contracts’ weighted average custom score is not less than     %.]

[Following the transfer of subsequent automobile loan contracts to the issuing entity, the aggregate characteristics of the entire pool of automobile loan contracts held by the issuing entity may vary from the initial pool of automobile loan contracts in a number of respects, including:

• composition of the automobile loan contracts;

• geographic distribution of the automobile loan contracts;

• distribution by remaining Principal Balance;

• distribution by APR;

• distribution by original term;

• distribution by wholesale loan-to-value ratio;

69

• distribution by vehicle make;

• distribution by vehicle segment;

• distribution of the automobile loan contracts secured by new and used vehicles; and

• distribution of the automobile loan contracts by custom score and credit bureau score.]

Composition[ of Each Pool]

The [statistical] information presented in this prospectus is based on [a]/[two] [statistical] pool[s] of automobile loan contracts as of [the statistical calculation date]/[the [initial] cutoff date], which is             , 20    . [If the aggregate initial principal amount of the notes is $            , then as of the [initial] cutoff date, the automobile loan contracts had an aggregate principal balance of $            . If the aggregate initial principal amount of the notes is $            , then as of the [initial] cutoff date, the automobile loan contracts had an aggregate principal balance of $            .] [The final pool of automobile loan contracts will be sold by the sponsor to the depositor and by the depositor to the issuing entity on the closing date.] [As of the statistical calculation date, the [initial] automobile loan contracts in the statistical pool had an aggregate principal balance of $            .] As of the [initial] cutoff date, the [initial] automobile loan contracts [had]/[are expected to have] an aggregate principal balance of approximately $            .

[The sponsor will acquire [additional] automobile loan contracts after the statistical calculation date but prior to the [initial] cutoff date, which is             , 20    . Additionally, some automobile loan contracts that were included as of the statistical calculation date will have prepaid in full by the [initial] cutoff date or will no longer meet the eligibility requirements regarding automobile loan contracts as of the [initial] cutoff date and therefore will not be included in the automobile loan contract pool. As a result of these factors, the pool of automobile loan contracts that is included in the statistical pool will not be identical to the pool of automobile loan contracts that is selected on the [initial] cutoff date and the statistical distribution of the characteristics of the two pools will vary somewhat. However, these variances in the composition of the pools and in the statistical distribution of the characteristics of the pools is not expected to be material.]

[The][Each] automobile loan contract pool’s composition and distribution by custom score and credit bureau score at origination; original term, APR, geographic location, wholesale loan-to-value (LTV) ratio, vehicle make and vehicle segment as of the [statistical calculation date]/[[initial] cutoff date]; and the automobile loan contract pool’s historical delinquency experience are detailed in the following tables:

70

Composition of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $            ]⁽¹⁾

	New	Used	Total
Aggregate Principal Balance	$[                ]	$[                ]	$[                ]
Number of Automobile Loan Contracts	[        ]	[        ]	[        ]
Percent of Aggregate Principal Balance	[        ]%	[        ]%	[        ]%
Average Principal Balance	$[                ]	$[                ]	$[                ]
Range of Principal Balances	($[        ] to $[        ])	($[        ] to $[        ])	($[        ] to $[        ])
Weighted Average APR(2)	[        ]%	[        ]%	[        ]%
Range of APRs	([        ]% to [        ]%)	([        ]% to [        ]%)	([        ]% to [        ]%)
Weighted Average Remaining Term(2)	[    ] months	[    ] months	[    ] months
Range of Remaining Terms	([    ] to [    ] months)	([    ] to [    ] months)	([    ] to [    ] months)
Weighted Average Original Term(2)	[    ] months	[    ] months	[    ] months
Range of Original Terms	([    ] to [    ] months)	([    ] to [    ] months)	([    ] to [    ] months)

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Calculated based on aggregate principal balance.

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Score Distribution of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                    ] ⁽¹⁾

	Custom Score(2)	% of     Aggregate     Principal Balance(3)		Credit Bureau Score(4)	% of     Aggregate     Principal Balance(3)
	[            ]		[            ]%	[            ]		[            ]%
	[            ]		[            ]%	[            ]		[            ]%
	[            ]		[            ]%	[            ]		[            ]%
	[            ]		[            ]%	[            ]		[            ]%
	[            ]		[            ]%
Weighted Average Score	[            ]			[            ]

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Proprietary credit score developed and utilized by the sponsor to support the credit approval and pricing process. The scale of the proprietary score is not comparable to a credit bureau score. A custom score may not be available for a small portion of accounts originated under discontinued origination platforms and those accounts will not be included in the Custom Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on the custom score may be less than the total [statistical] pool.

(3) Percentages may not add to 100% because of rounding.

(4) A FICO® Auto Score provided by credit reporting agencies. The sponsor utilizes           ,           , or            credit reports depending on the location of the obligor. Credit Bureau Scores are unavailable for some accounts and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on Credit Bureau Score may be less than the total [statistical] pool.

72

Distribution of the Automobile Loan Contracts by Original Term

as of the Cutoff Date [for the Pool Related to Notes with an Aggregate Initial Principal Amount of

$                    ]⁽¹⁾

Original Term to Scheduled Maturity	Aggregate Principal     Balance	% of Aggregate     Principal Balance  (2)	Number of Automobile     Loan Contracts	% of Total Number     of Automobile Loan     Contracts (2)
months	$  [                    ]	[            ]%	[        ]	[            ]%
months	[                    ]	[            ]%	[        ]	[            ]%
months	[                    ]	[            ]%	[        ]	[            ]%
months	[                    ]	[            ]%	[        ]	[            ]%
months	[                    ]	[            ]%	[        ]	[            ]%
months	[                    ]	[            ]%	[        ]	[            ]%
Total	$  [                    ]	[        ]%	[            ]	[        ]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add up to 100% because of rounding.

Distribution of the [Initial] Automobile Loan Contracts by APR

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                    ]⁽¹⁾

Distribution by APR	Aggregate Principal         Balance	% of Aggregate Principal         Balance(2)	Number of Automobile Loan         Contracts	% of Total Number of   Automobile Loan   Contracts(2)
1.000% to   1.999%	$    [_____]	[___]%	[_____]	[___]%
2.000% to   2.999%	[_____]	[___]%	[_____]	[___]%
3.000% to   3.999%	[_____]	[___]%	[_____]	[___]%
4.000% to   4.999%	[_____]	[___]%	[_____]	[___]%
5.000% to   5.999%	[_____]	[___]%	[_____]	[___]%
6.000% to   6.999%	[_____]	[___]%	[_____]	[___]%
7.000% to   7.999%	[_____]	[___]%	[_____]	[___]%
8.000% to   8.999%	[_____]	[___]%	[_____]	[___]%
9.000% to   9.999%	[_____]	[___]%	[_____]	[___]%
10.000% to 10.999%	[_____]	[___]%	[_____]	[___]%
11.000% to 11.999%	[_____]	[___]%	[_____]	[___]%
12.000% to 12.999%	[_____]	[___]%	[_____]	[___]%
13.000% to 13.999%	[_____]	[___]%	[_____]	[___]%
14.000% to 14.999%	[_____]	[___]%	[_____]	[___]%
15.000% to 15.999%	[_____]	[___]%	[_____]	[___]%
16.000% to 16.999%	[_____]	[___]%	[_____]	[___]%
17.000% to 17.999%	[_____]	[___]%	[_____]	[___]%
18.000% to 18.999%	[_____]	[___]%	[_____]	[___]%
19.000% to 19.999%	[_____]	[___]%	[_____]	[___]%
20.000% to 20.999%	[_____]	[___]%	[_____]	[___]%
21.000% to 21.999%	[_____]	[___]%	[_____]	[___]%
22.000% to 22.999%	[_____]	[___]%	[_____]	[___]%
23.000% to 23.999%	[_____]	[___]%	[_____]	[___]%
24.000% to 24.999%	[_____]	[___]%	[_____]	[___]%
25.000% to 25.999%	[_____]	[___]%	[_____]	[___]%
26.000% to 26.999%	[_____]	[___]%	[_____]	[___]%
27.000% to 27.999%	[_____]	[___]%	[_____]	[___]%
28.000% to 28.999%	[_____]	[___]%	[_____]	[___]%

73

29.000% to 29.999%	[            ]	[        ]%	[            ]	[        ]%
TOTAL:	$    [            ]	100.00%	[            ]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

74

Distribution of the [Initial] Automobile Loan Contracts by Geographic Location

of Obligor as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes

with an Aggregate Initial Principal Amount of $                    ]⁽¹⁾

Geographic Location	Aggregate Principal          Balance(1)	% of Aggregate Principal         Balance(2)	Number of Automobile         Loan Contracts	% of Total Number of Automobile   Loan Contracts(2)
Alabama	$      [            ]	[    ]%	[            ]	[    ]%
Alaska	[            ]	[    ]%	[            ]	[    ]%
Arizona	[            ]	[    ]%	[            ]	[    ]%
Arkansas	[            ]	[    ]%	[            ]	[    ]%
California	[            ]	[    ]%	[            ]	[    ]%
Colorado	[            ]	[    ]%	[            ]	[    ]%
Connecticut	[            ]	[    ]%	[            ]	[    ]%
Delaware	[            ]	[    ]%	[            ]	[    ]%
District of Columbia	[            ]	[    ]%	[            ]	[    ]%
Florida	[            ]	[    ]%	[            ]	[    ]%
Georgia	[            ]	[    ]%	[            ]	[    ]%
Hawaii	[            ]	[    ]%	[            ]	[    ]%
Idaho	[            ]	[    ]%	[            ]	[    ]%
Illinois	[            ]	[    ]%	[            ]	[    ]%
Indiana	[            ]	[    ]%	[            ]	[    ]%
Iowa	[            ]	[    ]%	[            ]	[    ]%
Kansas	[            ]	[    ]%	[            ]	[    ]%
Kentucky	[            ]	[    ]%	[            ]	[    ]%
Louisiana	[            ]	[    ]%	[            ]	[    ]%
Maine	[            ]	[    ]%	[            ]	[    ]%
Maryland	[            ]	[    ]%	[            ]	[    ]%
Massachusetts	[            ]	[    ]%	[            ]	[    ]%
Michigan	[            ]	[    ]%	[            ]	[    ]%
Minnesota	[            ]	[    ]%	[            ]	[    ]%
Mississippi	[            ]	[    ]%	[            ]	[    ]%
Missouri	[            ]	[    ]%	[            ]	[    ]%
Montana	[            ]	[    ]%	[            ]	[    ]%
Nebraska	[            ]	[    ]%	[            ]	[    ]%
Nevada	[            ]	[    ]%	[            ]	[    ]%
New Hampshire	[            ]	[    ]%	[            ]	[    ]%
New Jersey	[            ]	[    ]%	[            ]	[    ]%
New Mexico	[            ]	[    ]%	[            ]	[    ]%
New York	[            ]	[    ]%	[            ]	[    ]%
North Carolina	[            ]	[    ]%	[            ]	[    ]%
North Dakota	[            ]	[    ]%	[            ]	[    ]%
Ohio	[            ]	[    ]%	[            ]	[    ]%
Oklahoma	[            ]	[    ]%	[            ]	[    ]%
Oregon	[            ]	[    ]%	[            ]	[    ]%
Pennsylvania	[            ]	[    ]%	[            ]	[    ]%
Rhode Island	[            ]	[    ]%	[            ]	[    ]%
South Carolina	[            ]	[    ]%	[            ]	[    ]%
South Dakota	[            ]	[    ]%	[            ]	[    ]%
Tennessee	[            ]	[    ]%	[            ]	[    ]%
Texas	[            ]	[    ]%	[            ]	[    ]%
Utah	[            ]	[    ]%	[            ]	[    ]%
Vermont	[            ]	[    ]%	[            ]	[    ]%
Virginia	[            ]	[    ]%	[            ]	[    ]%
Washington	[            ]	[    ]%	[            ]	[    ]%
West Virginia	[            ]	[    ]%	[            ]	[    ]%
Wisconsin	[            ]	[    ]%	[            ]	[    ]%
Wyoming	[            ]	[    ]%	[            ]	[    ]%
Other (3)	[            ]	[    ]%	[            ]	[    ]%
Total:	$      [            ]	100.00%	[            ]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

75

(3) States and Territories with aggregate principal balances less than $1,000,000 each.

76

Distribution of the [Initial] Automobile Loan Contracts by Wholesale LTV

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                    ]⁽¹⁾

	Wholesale LTV(2) Range	% of Aggregate Principal Balance (3)(4)
	[Less than 100]	[            ]%
	[100-109]	[            ]%
	[110-119]	[            ]%
	[120-129]	[            ]%
	[130-139]	[            ]%
	[140-149]	[            ]%
	[150 and greater]	[            ]%
Weighted Average Wholesale LTV	[            ]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Wholesale LTV is calculated using the total amount financed, which may include taxes, title fees and ancillary products over the wholesale auction value of the financed vehicle at the time the vehicle is financed. The vehicle value at origination is determined by using NADA or “Kelley Blue Book Trade-in” prices for used vehicles or dealer invoice/dealer wholesale price for new vehicles.

(3) Wholesale LTV was not available or could not be calculated on certain accounts and these accounts are not included in the table above. Since these loans are not included in the Wholesale LTV table, the aggregate principal balance may be less than the total [statistical] pool.

(4) Percentages may not add to 100% because of rounding.

77

Distribution of the [Initial] Automobile Loan Contracts by Vehicle Make

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $___________]⁽¹⁾

Vehicle Make	Aggregate Principal   Balance	% of Aggregate     Principal Balance (2)	Number of     Automobile Loan     Contracts	% of Total Number of              Automobile Loan Contracts (2)
[Chevrolet (3)]	$[            ]	[            ]%	[            ]	[            ]%
[Buick (3)]	[            ]	[            ]%	[            ]	[            ]%
[GMC (3)]	[            ]	[            ]%	[            ]	[            ]%
[Ford]	[            ]	[            ]%	[            ]	[            ]%
[Nissan]	[            ]	[            ]%	[            ]	[            ]%
[Kia]	[            ]	[            ]%	[            ]	[            ]%
[Hyundai]	[            ]	[            ]%	[            ]	[            ]%
[Jeep]	[            ]	[            ]%	[            ]	[            ]%
[Dodge]	[            ]	[            ]%	[            ]	[            ]%
[Toyota]	[            ]	[            ]%	[            ]	[            ]%
[Cadillac (3)]	[            ]	[            ]%	[            ]	[            ]%
[Honda]	[            ]	[            ]%	[            ]	[            ]%
[Ram]	[            ]	[            ]%	[            ]	[            ]%
[Chrysler]	[            ]	[            ]%	[            ]	[            ]%
[Mitsubishi]	[            ]	[            ]%	[            ]	[            ]%
[Other (4)]	[            ]	[            ]%	[            ]	[            ]%
[Total]	$[            ]	100.00%	[            ]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

(3) [The total aggregate principal balance of all new GM vehicles is $_____________, or approximately __% of the total [statistical] pool. The total aggregate principal balance of all new GM vehicles originated under subvention programs accounts for approximately __% of the total [statistical] pool.]

(4) Aggregate principal balance of less than 1% of total aggregate principal balance per vehicle make.

78

Distribution of the [Initial] Automobile Loan Contracts by Vehicle Segment

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $___________]⁽¹⁾

Vehicle Segment	Aggregate         Principal Balance	% of Aggregate    Principal Balance  (2)	Number of     Automobile Loan    Contracts	% of Total Number of         Automobile Loan Contracts (2)
Car	$ [            ]	[            ]%	[            ]	[            ]%
CUV	[            ]	[            ]%	[            ]	[            ]%
SUV	[            ]	[            ]%	[            ]	[            ]%
Truck	[            ]	[            ]%	[            ]	[            ]%
Unknown (3)	[            ]	[            ]%	[            ]	[            ]%
[Total]	$ [            ]	[            ]%	[            ]	[            ]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts”.

(2) Percentages may not add up to 100% because of rounding.

(3) Vehicle segmentation was not available for certain accounts at the time the [statistical] pool was selected.

79

[Composition of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $___________]⁽¹⁾

	New		Used		Total
Aggregate Principal Balance		$[____________]		$[____________]		$[____________]
Number of Automobile Loan Contracts		[_____]		[_____]		[_____]
Percent of Aggregate Principal Balance		[_____]%		[_____]%		[_____]%
Average Principal Balance		$[____________]		$[____________]		$[____________]
Range of Principal Balances		($[_____] to $[_____])		($[_____] to $[_____])		($[_____] to $[_____])
Weighted Average APR(2)		[_____]%		[_____]%		[_____]%
Range of APRs		([____]% to [____]%)		([____]% to [____]%)		([____]% to [____]%)
Weighted Average Remaining Term(2)		[__] months		[__] months		[__] months
Range of Remaining Terms		([__] to [__] months)		([__] to [__] months)		([__] to [__] months)
Weighted Average Original Term(2)		[__] months		[__]months		[__]months
Range of Original Terms		([__] to [__] months)		([__] to [__] months)		([__] to [__] months)

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Calculated based on aggregate principal balance.

80

Score Distribution of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $___________] ⁽¹⁾

	Custom  Score(2)	% of     Aggregate     Principal Balance(3)	Credit Bureau Score(4)	% of     Aggregate     Principal Balance(3)
	[            ]	[            ]%	[            ]	[            ]%
	[            ]	[            ]%	[            ]	[            ]%
	[            ]	[            ]%	[            ]	[            ]%
	[            ]	[            ]%	[            ]	[            ]%
	[            ]	[            ]%
Weighted Average Score	[            ]		[            ]

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Proprietary credit score developed and utilized by the sponsor to support the credit approval and pricing process. The scale of the proprietary score is not comparable to a credit bureau score. A custom score may not be available for a small portion of accounts originated under discontinued origination platforms and those accounts will not be included in the Custom Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on the custom score may be less than the total [statistical] pool.

(3) Percentages may not add to 100% because of rounding.

(4) A FICO^® Auto Score provided by credit reporting agencies. The sponsor utilizes _____, ______, or ______ credit reports depending on the location of the obligor. Credit Bureau Scores are unavailable for some accounts and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on Credit Bureau Score may be less than the total [statistical] pool.

81

Distribution of the Automobile Loan Contracts by Original Term

as of the Cutoff Date [for the Pool Related to Notes with an Aggregate Initial Principal Amount of

$___________]⁽¹⁾

Original Term to Scheduled Maturity	Aggregate Principal   Balance	% of Aggregate   Principal Balance (2)	Number of Automobile   Loan Contracts	% of Total Number    of Automobile Loan    Contracts (2)
months	$ [____________]	[_______]%	[___]	[_______]%
months	[____________]	[_______]%	[___]	[_______]%
months	[____________]	[_______]%	[___]	[_______]%
months	[____________]	[_______]%	[___]	[_______]%
months	[____________]	[_______]%	[___]	[_______]%
months	[____________]	[_______]%	[___]	[_______]%
Total	$ [____________]	[____]%	[______]	[___]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add up to 100% because of rounding.

Distribution of the [Initial] Automobile Loan Contracts by APR

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $___________]⁽¹⁾

Distribution                                    by APR	Aggregate Principal Balance	% of Aggregate   Principal Balance(2)	Number of   Automobile   Loan Contracts	% of Total Number of   Automobile Loan   Contracts(2)
1.000% to  1.999%	$    [_____]	[___]%	[_____]	[___]%
2.000% to  2.999%	[_____]	[___]%	[_____]	[___]%
3.000% to  3.999%	[_____]	[___]%	[_____]	[___]%
4.000% to  4.999%	[_____]	[___]%	[_____]	[___]%
5.000% to  5.999%	[_____]	[___]%	[_____]	[___]%
6.000% to  6.999%	[_____]	[___]%	[_____]	[___]%
7.000% to  7.999%	[_____]	[___]%	[_____]	[___]%
8.000% to  8.999%	[_____]	[___]%	[_____]	[___]%
9.000% to  9.999%	[_____]	[___]%	[_____]	[___]%
10.000% to 10.999%	[_____]	[___]%	[_____]	[___]%
11.000% to 11.999%	[_____]	[___]%	[_____]	[___]%
12.000% to 12.999%	[_____]	[___]%	[_____]	[___]%
13.000% to 13.999%	[_____]	[___]%	[_____]	[___]%
14.000% to 14.999%	[_____]	[___]%	[_____]	[___]%
15.000% to 15.999%	[_____]	[___]%	[_____]	[___]%
16.000% to 16.999%	[_____]	[___]%	[_____]	[___]%
17.000% to 17.999%	[_____]	[___]%	[_____]	[___]%
18.000% to 18.999%	[_____]	[___]%	[_____]	[___]%
19.000% to 19.999%	[_____]	[___]%	[_____]	[___]%
20.000% to 20.999%	[_____]	[___]%	[_____]	[___]%
21.000% to 21.999%	[_____]	[___]%	[_____]	[___]%
22.000% to 22.999%	[_____]	[___]%	[_____]	[___]%
23.000% to 23.999%	[_____]	[___]%	[_____]	[___]%
24.000% to 24.999%	[_____]	[___]%	[_____]	[___]%
25.000% to 25.999%	[_____]	[___]%	[_____]	[___]%
26.000% to 26.999%	[_____]	[___]%	[_____]	[___]%
27.000% to 27.999%	[_____]	[___]%	[_____]	[___]%
28.000% to 28.999%	[_____]	[___]%	[_____]	[___]%

82

29.000% to 29.999%	[_____]	[___]%	[_____]	[___]%
TOTAL:	$    [_____]	100.00%	[_____]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

83

Distribution of the [Initial] Automobile Loan Contracts by Geographic Location

of Obligor as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes

with an Aggregate Initial Principal Amount of $                    ]⁽¹⁾

Geographic Location	Aggregate           Principal Balance(1)		% of Aggregate       Principal Balance(2)	Number of Automobile       Loan Contracts	% of Total Number of Automobile       Loan Contracts(2)
Alabama	$	[            ]	[        ]%	[                    ]	[        ]%
Alaska		[            ]	[        ]%	[                    ]	[        ]%
Arizona		[            ]	[        ]%	[                    ]	[        ]%
Arkansas		[            ]	[        ]%	[                    ]	[        ]%
California		[            ]	[        ]%	[                    ]	[        ]%
Colorado		[            ]	[        ]%	[                    ]	[        ]%
Connecticut		[            ]	[        ]%	[                    ]	[        ]%
Delaware		[            ]	[        ]%	[                    ]	[        ]%
District of Columbia		[            ]	[        ]%	[                    ]	[        ]%
Florida		[            ]	[        ]%	[                    ]	[        ]%
Georgia		[            ]	[        ]%	[                    ]	[        ]%
Hawaii		[            ]	[        ]%	[                    ]	[        ]%
Idaho		[            ]	[        ]%	[                    ]	[        ]%
Illinois		[            ]	[        ]%	[                    ]	[        ]%
Indiana		[            ]	[        ]%	[                    ]	[        ]%
Iowa		[            ]	[        ]%	[                    ]	[        ]%
Kansas		[            ]	[        ]%	[                    ]	[        ]%
Kentucky		[            ]	[        ]%	[                    ]	[        ]%
Louisiana		[            ]	[        ]%	[                    ]	[        ]%
Maine		[            ]	[        ]%	[                    ]	[        ]%
Maryland		[            ]	[        ]%	[                    ]	[        ]%
Massachusetts		[            ]	[        ]%	[                    ]	[        ]%
Michigan		[            ]	[        ]%	[                    ]	[        ]%
Minnesota		[            ]	[        ]%	[                    ]	[        ]%
Mississippi		[            ]	[        ]%	[                    ]	[        ]%
Missouri		[            ]	[        ]%	[                    ]	[        ]%
Montana		[            ]	[        ]%	[                    ]	[        ]%
Nebraska		[            ]	[        ]%	[                    ]	[        ]%
Nevada		[            ]	[        ]%	[                    ]	[        ]%
New Hampshire		[            ]	[        ]%	[                    ]	[        ]%
New Jersey		[            ]	[        ]%	[                    ]	[        ]%
New Mexico		[            ]	[        ]%	[                    ]	[        ]%
New York		[            ]	[        ]%	[                    ]	[        ]%
North Carolina		[            ]	[        ]%	[                    ]	[        ]%
North Dakota		[            ]	[        ]%	[                    ]	[        ]%
Ohio		[            ]	[        ]%	[                    ]	[        ]%
Oklahoma		[            ]	[        ]%	[                    ]	[        ]%
Oregon		[            ]	[        ]%	[                    ]	[        ]%
Pennsylvania		[            ]	[        ]%	[                    ]	[        ]%
Rhode Island		[            ]	[        ]%	[                    ]	[        ]%
South Carolina		[            ]	[        ]%	[                    ]	[        ]%
South Dakota		[            ]	[        ]%	[                    ]	[        ]%
Tennessee		[            ]	[        ]%	[                    ]	[        ]%
Texas		[            ]	[        ]%	[                    ]	[        ]%
Utah		[            ]	[        ]%	[                    ]	[        ]%
Vermont		[            ]	[        ]%	[                    ]	[        ]%
Virginia		[            ]	[        ]%	[                    ]	[        ]%
Washington		[            ]	[        ]%	[                    ]	[        ]%
West Virginia		[            ]	[        ]%	[                    ]	[        ]%
Wisconsin		[            ]	[        ]%	[                    ]	[        ]%
Wyoming		[            ]	[        ]%	[                    ]	[        ]%
Other (3)		[            ]	[        ]%	[                    ]	[        ]%
Total:	$	[            ]	100.00%	[                    ]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

84

(3) States and Territories with aggregate principal balances less than $1,000,000 each.

85

Distribution of the [Initial] Automobile Loan Contracts by Wholesale LTV

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                ]⁽¹⁾

	Wholesale LTV (2) Range	% of Aggregate Principal Balance (3)(4)
	[Less than 100]	[            ]%
	[100-109]	[            ]%
	[110-119]	[            ]%
	[120-129]	[            ]%
	[130-139]	[            ]%
	[140-149]	[            ]%
	[150 and greater]	[            ]%
Weighted Average Wholesale LTV	[            ]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Wholesale LTV is calculated using the total amount financed, which may include taxes, title fees and ancillary products over the wholesale auction value of the financed vehicle at the time the vehicle is financed. The vehicle value at origination is determined by using NADA or “Kelley Blue Book Trade-in” prices for used vehicles or dealer invoice/dealer wholesale price for new vehicles.

(3) Wholesale LTV was not available or could not be calculated on certain accounts and these accounts are not included in the table above. Since these loans are not included in the Wholesale LTV table, the aggregate principal balance may be less than the total [statistical] pool.

(4) Percentages may not add to 100% because of rounding.

86

Distribution of the [Initial] Automobile Loan Contracts by Vehicle Make

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                ]⁽¹⁾

Vehicle Make	Aggregate Principal   Balance	% of Aggregate   Principal Balance (2)	Number of   Automobile Loan   Contracts	% of Total Number of              Automobile Loan Contracts (2)
[Chevrolet (3)]	$[            ]	[            ]%	[            ]	[            ]%
[Buick (3)]	[            ]	[            ]%	[            ]	[            ]%
[GMC (3)]	[            ]	[            ]%	[            ]	[            ]%
[Ford]	[            ]	[            ]%	[            ]	[            ]%
[Nissan]	[            ]	[            ]%	[            ]	[            ]%
[Kia]	[            ]	[            ]%	[            ]	[            ]%
[Hyundai]	[            ]	[            ]%	[            ]	[            ]%
[Jeep]	[            ]	[            ]%	[            ]	[            ]%
[Dodge]	[            ]	[            ]%	[            ]	[            ]%
[Toyota]	[            ]	[            ]%	[            ]	[            ]%
[Cadillac (3)]	[            ]	[            ]%	[            ]	[            ]%
[Honda]	[            ]	[            ]%	[            ]	[            ]%
[Ram]	[            ]	[            ]%	[            ]	[            ]%
[Chrysler]	[            ]	[            ]%	[            ]	[            ]%
[Mitsubishi]	[            ]	[            ]%	[            ]	[            ]%
[Other (4)]	[            ]	[            ]%	[            ]	[            ]%
[Total]	$[            ]	100.00%	[            ]	100.00%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2) Percentages may not add to 100% because of rounding.

(3) [The total aggregate principal balance of all new GM vehicles is $            , or approximately     % of the total [statistical] pool. The total aggregate principal balance of all new GM vehicles originated under subvention programs accounts for approximately     % of the total [statistical] pool.]

(4) Aggregate principal balance of less than 1% of total aggregate principal balance per vehicle make.

87

Distribution of the [Initial] Automobile Loan Contracts by Vehicle Segment

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] [for the Pool Related to Notes with an

Aggregate Initial Principal Amount of $                ]⁽¹⁾

Vehicle Segment	Aggregate         Principal Balance	% of Aggregate    Principal Balance  (2)	Number of     Automobile Loan     Contracts	% of Total Number of         Automobile Loan Contracts (2)
Car	$ [            ]	[            ]%	[            ]	[            ]%
CUV	[            ]	[            ]%	[            ]	[            ]%
SUV	[            ]	[            ]%	[            ]	[            ]%
Truck	[            ]	[            ]%	[            ]	[            ]%
Unknown (3)	[            ]	[            ]%	[            ]	[            ]%
[Total]	$ [            ]	[            ]%	[            ]	[            ]%

(1) For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts”.

(2) Percentages may not add up to 100% because of rounding.

(3) Vehicle segmentation was not available for certain accounts at the time the [statistical] pool was selected.]

88

Historical Delinquency Experience of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date]

The following tables set forth the historical delinquency experience of [the]/[each] [statistical] pool of automobile loan contracts. The servicer considers an automobile loan contract delinquent when an obligor fails to make at least 90% of a scheduled automobile loan contract payment by the contractual payment due date. The period of delinquency is based on the number of days payments are contractually past due. Because [the]/[each] pool of automobile loan contracts includes automobile loan contracts that were made to primarily subprime borrowers, a relatively high percentage of the accounts become delinquent at some point in the life of the automobile loan contract and there is a relatively high rate of account movement between current and delinquent status in the portfolio.

[If the aggregate initial principal amount of the notes is $                    , then as] [As] of the [statistical] calculation date, none of the automobile loan contracts in the [statistical] pool were more than 30 days delinquent. As of the [statistical] calculation date,      automobile loan contracts, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have been delinquent between 31 and 60 days one or more times,      automobile loan contracts, or approximately     % of the number automobile loan contracts in the [statistical] pool, have been delinquent between 61 and 90 days one or more times, and      automobile loan contract, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have been delinquent more than 90 days one or more times. [If the aggregate initial principal amount of the notes is $                    , then as] [As] of the [statistical] calculation date,      automobile loan contracts, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have received one or more monthly payment extensions.]

[Pool Related to Notes with an Aggregate Initial Principal Amount of $                    ]

Number of Times   Ever 31 to 60 Days   Delinquent	Aggregate Principal   Balance	% of Aggregate Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%
Total	$  [            ]	[    ]%	[            ]	[    ]%

(1) Percentages may not add to 100% because of rounding.

Number of Times   Ever 61 to 90 Days   Delinquent	Aggregate Principal   Balance	% of Aggregate   Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%
Total	$  [            ]	[    ]%	[            ]	[    ]%

(1) Percentages may not add to 100% because of rounding.

Number of Times Ever Greater Than 90 Days Delinquent	Aggregate Principal   Balance	% of Aggregate   Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%

89

Total $  [            ] [    ]% [            ] [    ]%

(1) Percentages may not add to 100% because of rounding.

[[If the aggregate initial principal amount of the notes is $                    , then as] [As] of the [statistical] calculation date, none of the automobile loan contracts in the [statistical] pool were more than 30 days delinquent. As of the [statistical] calculation date,      automobile loan contracts, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have been delinquent between 31 and 60 days one or more times,      automobile loan contracts, or approximately     % of the number automobile loan contracts in the [statistical] pool, have been delinquent between 61 and 90 days one or more times, and      automobile loan contract, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have been delinquent more than 90 days one or more times. [If the aggregate initial principal amount of the notes is $                    , then as] [As] of the [statistical] calculation date,      automobile loan contracts, or approximately     % of the number of automobile loan contracts in the [statistical] pool, have received one or more monthly payment extensions.]

[Pool Related to Notes with an Aggregate Initial Principal Amount of $                    ]

Number of Times   Ever 31 to 60 Days   Delinquent	Aggregate Principal   Balance	% of Aggregate   Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%
Total	$  [            ]	[    ]%	[            ]	[    ]%

(1) Percentages may not add to 100% because of rounding.

Number of Times   Ever 61 to 90 Days   Delinquent	Aggregate Principal   Balance	% of Aggregate   Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%
Total	$  [            ]	[    ]%	[            ]	[    ]%

(1) Percentages may not add to 100% because of rounding.

Number of Times Ever Greater Than 90 Days Delinquent	Aggregate Principal   Balance	% of Aggregate   Principal Balance(1)	Number of   Automobile Loan   Contracts	% of Total Number of   Automobile Loan Contracts(1)
0	$  [            ]	[    ]%	[            ]	[    ]%
1	[            ]	[    ]%	[            ]	[    ]%
2+	[            ]	[    ]%	[            ]	[    ]%
Total	$  [            ]	[    ]%	[            ]	[    ]%

(1) Percentages may not add to 100% because of rounding.]

90

The obligor under each automobile loan contract is required to pay a specified total amount of payments, in substantially equal monthly installments on each due date under the automobile loan contract. Each obligor’s total payment amount equals the amount financed plus interest charges for the related automobile loan contract’s entire term. The interest charges on the automobile loan contracts are generally determined by the simple interest method.

Under a simple interest automobile loan contract, the amount of an obligor’s fixed level installment payment which is allocated to interest is equal to the product of the fixed interest rate on the automobile loan contract (which is typically the APR) multiplied by the elapsed time period (which is expressed as a fraction of a year) multiplied by the remaining principal balance after the preceding automobile loan contract payment. The remainder of the obligor’s payment amount is allocated to reduce the principal balance financed. Accordingly, if an obligor pays a fixed monthly installment before its due date under a simple interest automobile loan contract, the portion of the payment allocable to interest for the period since the preceding payment will be less than it would have been had the payment been made on the contractual due date and the portion of the payment applied to reduce the principal balance of the automobile loan contract will be correspondingly greater. Conversely, if an obligor pays a fixed monthly installment under a simple interest automobile loan contract after its contractual due date, the portion of such payment allocable to interest for the period since the preceding payment will be greater than it would have been had the payment been made when due and the portion of such payment applied to reduce the principal balance of the automobile loan contract will be correspondingly less, in which case a larger portion of the principal balance may be due on the final scheduled distribution date.

[If a material number of automobile loan contracts included as trust property are not simple interest automobile loan contracts, or have materially different payment terms than described above, a further description will be provided for other types of automobile loan contracts that are included.]

The issuing entity will account for all automobile loan contracts, whether interest charges on them are accrued under the simple interest method or by any other method, as if they amortized under the simple interest method. If an automobile loan contract is prepaid in full by the obligor, the amount of the payment that is greater than the sum of the outstanding principal balance of the automobile loan contract plus accrued interest on that automobile loan contract will be deposited into the collection account but will then be paid to the servicer as a supplemental servicing fee.

Asset-Level Data About the Automobile Loan Contracts

The depositor prepared asset-level data for [the]/[each pool of] automobile loan contracts and filed it with the SEC on Form ABS-EE, or an asset-level data filing, on or prior to the date of the filing of this prospectus. [The]/[Each] initial asset-level data filing is incorporated by reference into this prospectus.

[The]/[Each] asset-level data file contains detailed information for each automobile loan contract about its identification, origination, contract terms, financed vehicle, obligor, contract activity, servicing and status. The information presented in this prospectus about [the]/[each] pool of automobile loan contracts is based on calculations made as of the cutoff date. The asset-level data presented in the initial asset-level data filing may have been calculated as of a different date. Further, certain characteristics of the auto loans are required to be calculated differently in the asset-level data filing[s] than how they are calculated in this prospectus. As a result, certain asset-level data presented in this prospectus, including, but not limited to, such data related to principal balances, APRs, original terms, remaining terms, weighted averages, FICO^® Auto Scores and geographic locations of obligors may not match the data presented in the initial asset-level data filing due to those differences in how this data is calculated.

Investors should carefully review [the]/[each] asset-level data filing. The depositor or the issuing entity will prepare updated asset-level data [with respect to the pool of automobile loan contracts transferred to the issuing entity] on a monthly basis and will file it with the SEC on Form ABS-EE. For

91

more details about the monthly asset-level data, you should read “Description of the Transaction Documents—Statements to Noteholders.”

Depositor Review of Automobile Loan Contracts

In connection with the offering of the [publicly offered] notes, the depositor has performed a review to determine the accuracy of the disclosures made regarding the trust property, including the automobile loan contracts and the initial asset-level data, in order to provide reasonable assurance that the disclosure regarding the trust property is accurate in all material respects under Rule 193 of the Securities Act. Based on the various aspects of the review that are described in greater detail below, the depositor has determined that it has reasonable assurance that all disclosure regarding the trust property that is contained in this prospectus including the asset-level data is accurate in all material respects.

The depositor consulted with, and was assisted by, responsible personnel of the sponsor in performing the review. In addition to internally conducted reviews, the depositor engaged a third party to assist in certain components of the review related to a sample of the automobile loan contracts that are included in the trust property. The depositor determined the nature, extent and timing of the review and level of assistance provided by the third party. In addition, the depositor assumes the responsibility for the review and the findings and conclusions of the review and attributes all findings and conclusions to itself. The review performed consisted of:

• Process and Systems Review: Personnel of the sponsor confirmed by conducting a review of its loan origination, underwriting, funding and servicing processes and systems that the descriptions contained in this prospectus of how the automobile loan contracts in [the]/[each] pool were originated and how they are serviced are accurate.

• Forms Review: Personnel of the sponsor confirmed that the forms of contracts that were used to originate the automobile loan contracts in [the]/[each] pool conform in all material respects to the descriptions of those contracts in this prospectus. Personnel of the sponsor also confirmed that forms of dealer agreements pursuant to which it acquired automobile loan contracts from dealers conform in all material respects to the descriptions of those dealer agreements in this prospectus. Appropriate internal legal personnel confirmed that the descriptions of legal and regulatory considerations relating to the origination, ownership and servicing of the automobile loan contracts reflect current federal and state laws and regulations.

• Internal Reviews: Several departments within the sponsor perform initial and on-going reviews of the origination and servicing processes.

o Funding ensures all information is complete and accurate on the loan documentation package, confirms the loan documentation package meets consumer regulatory compliance, and verifies application details such as employment, residence and references (each as applicable). If all necessary information is received and complete the automobile loan contract will be booked onto the system and funds will be distributed to the dealer.

o Credit Review conducts testing of a random sampling of newly originated automobile loan contracts to measure adherence with current underwriting guidelines. The department may create targeted reviews of credit centers, individual underwriters or dealers based on the results of their testing. Results from these reviews assist management in determining if further training is needed for underwriters and/or if adjustments should be made to the underwriting guidelines.

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o Risk Management develops, updates and monitors the custom scorecards. The department also monitors overall credit quality and tracks delinquency and loss trends for the entire portfolio.

o Internal Audit performs independent reviews of various internal processes, procedures, systems and controls throughout the organization. These reviews are conducted on a regular and recurring basis determined by the risk assessment of the specific operational area.

• Sample Automobile Loan Contract Review: For each securitization trust, the depositor selects automobile loan contracts for inclusion based on set eligibility criteria described in the related prospectus. The depositor uses information from the servicing system or origination system as well as databases housing additional origination and consumer details to assemble a “loan data file.” This loan data file for the current transaction is created from the servicing system as well as databases housing additional origination and consumer details. The loan data file is the basis for the disclosure regarding the automobile loan contracts contained in [the]/[each] [statistical] pool described in this prospectus. The depositor also uses such systems and databases to assemble the asset-level data filings.

o In addition to confirming that the automobile loan contracts in [the]/[each] [statistical] pool meet the eligibility criteria outlined in this prospectus, certain information related to the loan data file for a random selection of          automobile loan contracts in [the]/[each] [statistical] pool, or the sampled receivables, were compared to the corresponding contract (or other paperwork completed by the consumer and included with the contract package) or the origination or servicing system. In some cases, the depositor specified permissible tolerances for variances. The depositor found no material discrepancies in the data points reviewed and compared.

o The depositor designed procedures to test the accuracy of the transmission from the servicing system or origination system as well as databases housing additional automobile loan contract information to the asset-level data file. To the extent applicable, certain characteristics relating to the sampled receivables that were captured in the loan data file (and compared to the corresponding contract package or origination or servicing system) were also compared to the asset-level data file to determine whether any inaccuracies existed. In addition, certain characteristics relating to the sampled receivables were made available in electronic copy for comparison to the applicable characteristics in the asset-level data file to determine whether any inaccuracies existed.

• Underwriting Review: Although it is a process that may include judgment, underwriting subprime automobile loan contracts by the sponsor is supported by a proprietary credit scoring system. Management establishes minimum custom score cutoff levels based on, among other items, the sponsor’s strategic objectives, economic and competitive environments, access to and cost of financing and volatility in used car pricing. The minimum custom score cutoff level is set on a state, regional or dealer level based on the above factors. The proprietary custom score cutoff levels are reviewed and refined by the sponsor’s senior management on a regular basis. When a loan application is received, the first step in the approval process is to generate a custom score. If a loan application meets or exceeds the minimum custom score cutoff level it may be automatically approved or instead may move forward to be evaluated judgmentally by a credit analyst to either be approved or declined based upon a variety of factors, including factors that are specific to the applicant (including the applicant’s credit capacity, employment status and overall stability of employment, residence and credit performance) and to the dealer submitting the application (including past performance of automobile loan contracts originated through that dealer). If a loan application does not meet the minimum custom score cutoff level it is typically declined automatically, but a loan application that scores below the minimum

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custom score cutoff level may also be approved by a credit analyst or more senior personnel with an appropriate level of authority based on a variety of factors, including but not limited to the loan structure, factors that are specific to the applicant (including the applicant’s credit capacity, employment status and overall stability of employment, residence and credit performance) and factors that are related to the dealer submitting the application (including past performance of loans originated through that dealer). The approval process has system controls in place to ensure that the appropriate level of concurrence was obtained before an automobile loan contract is funded. Historically, more than 95% of the automobile loan contracts funded met or exceeded the applicable minimum custom score cutoff level. Personnel of the sponsor reviewed all of the automobile loan contracts contained in [the]/[each] [statistical] pool and confirmed that more than 95% met or exceeded the applicable minimum custom score cutoff level at the time the automobile loan contracts were originated. The decision by the depositor to include the automobile loan contracts that scored below the minimum custom score cutoff level in [the]/[each] pool is based on the fact that these automobile loan contracts have historically not been excluded from the depositor’s securitization program and the information relating to delinquency, repossessions and loss experience set forth in this prospectus is reflective of all automobile loan contracts originated by the sponsor, including the immaterial number of automobile loan contracts originated below the stated custom score cutoff level. See “The Sponsor’s Automobile Financing Program—Credit Underwriting” for more information on the sponsor’s general underwriting process.

[All of the systems utilized by the sponsor or depositor that are described above and all of the internal reviews and oversight that are described above as being performed by personnel of the sponsor or depositor will also be utilized to ensure the accuracy of the disclosure made in this prospectus as it relates to the subsequent automobile loan contracts.]

Repurchase Obligations

The sponsor and the depositor each will make representations and warranties regarding the automobile loan contracts pursuant to the purchase agreement and the sale and servicing agreement, respectively. These representations and warranties pertain to specific aspects of the automobile loan contracts, including the manner in which the automobile loan contracts were originated; the obligors of the automobile loan contracts; the accuracy and legality of the records, computer tapes and schedules containing information regarding the automobile loan contracts; the financed vehicles securing the automobile loan contracts; the security interests in the automobile loan contracts granted to the depositor, issuing entity and the trust collateral agent; specific characteristics of the automobile loan contracts; and others. Upon the breach of certain of these representations or warranties by the sponsor or the depositor that materially and adversely affects the noteholders’ interest in any automobile loan contract, each party’s repurchase obligation will be triggered under the applicable agreement.

Certain of the representations and warranties that the sponsor and the depositor will make about the automobile loan contracts are subject to important qualifications or limitations, such as knowledge qualifiers, or relate to actions taken by a third-party, such as the related dealer. Therefore, the sponsor and the depositor may not be able to independently verify the facts underlying certain of the representations and warranties that they make with respect to the automobile loan contracts.

The servicer has covenanted to service the automobile loan contracts in accordance with the standards set forth in the sale and servicing agreement. Those covenants include the servicer’s obligations (i) regarding the maintenance and safekeeping of the automobile loan contract files, (ii) to maintain the perfection created by each automobile loan contract in the related financed vehicle, (iii) not to release the lien on any financed vehicle except in accordance with the sale and servicing agreement, (iv) not to create, or allow to be created, any lien on the automobile loan contracts other than the liens created under the transaction documents and (v) not to modify any automobile loan contract (except in the manner and circumstances described under “Description of the Transaction Documents-- Modifications and

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Amendments of Automobile Loan Contracts”). If any of the foregoing covenants is breached and the breach is not cured, then the servicer will be obligated to repurchase the affected automobile loan contracts from the issuing entity, but only if the breach materially and adversely affects the noteholders’ interests in the affected automobile loan contract or related financed vehicle.

The servicer is also obligated under the sale and servicing agreement to ensure that lien certificates indicating its security interest in each financed vehicle are obtained.    

Yield and Prepayment Considerations

Prepayments can be made on any of the automobile loan contracts at any time. If prepayments are received on the automobile loan contracts, their actual weighted average life may be shorter than their weighted average life would be if all payments were made as scheduled and no prepayments were made. Prepayments on the automobile loan contracts may include moneys received from liquidations due to default and proceeds from credit life, credit disability, and casualty insurance policies. Weighted average life means the average amount of time during which any principal is outstanding on an automobile loan contract.

The rate of prepayments on the automobile loan contracts may be influenced by a variety of economic, social, and other factors, including the fact that no obligor under an automobile loan contract may sell or transfer that automobile loan contract without the consent of the servicer. Any risk resulting from faster or slower prepayments of the automobile loan contracts will be borne solely by the noteholders.

The rate of payment of principal of the notes will depend on the rate of payment, and the rate of prepayments, of principal on the automobile loan contracts [and the amount applied to purchase subsequent automobile loan contracts during the revolving period]. It is possible that the final payment on any class of notes could occur significantly earlier than the date on which the final distribution for that class of notes is scheduled to be paid. Any risk resulting from early payment of the notes will be borne solely by the noteholders.

Prepayments on automobile loan contracts can be measured against prepayment standards or models. The model used in this prospectus, the Absolute Prepayment Model, or ABS, assumes a rate of prepayment each month which is related to the original number of automobile loan contracts in a pool of automobile loan contracts. ABS also assumes that all of the automobile loan contracts in a pool are the same size, that all of those automobile loan contracts amortize at the same rate, and that for every month that any individual automobile loan contract is outstanding, payments on that particular automobile loan contract will either be made as scheduled or the automobile loan contract will be prepaid in full. For example, in a pool of automobile loan contracts originally containing 10,000 automobile loan contracts, if a 1% ABS were used, that would mean that 100 automobile loan contracts would prepay in full each month. The percentage of prepayments that is assumed for ABS is not a historical description of prepayment experience on pools of automobile loan contracts or a prediction of the anticipated rate of prepayment on either the pool of automobile loan contracts involved in this transaction or on any pool of automobile loan contracts. It should not be assumed that the actual rate of prepayments on the automobile loan contracts will be in any way related to the percentage of prepayments that are assumed for ABS in this prospectus.

The tables below which are captioned “Percent of Aggregate Initial Principal Amount at Various ABS Percentages [($                    )” and “Percent of Aggregate Initial Principal Amount at Various ABS Percentages ($                    )]” are based on ABS and were prepared using the following assumptions:

(i)         [the subsequent automobile loan contracts purchased on each distribution date during the [prefunding period]/[revolving period] are assumed to have a gross APR equal to the [statistical] pool

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gross APR of           %, an original term to maturity equal to the [statistical] pool original term to maturity of      months and      months of seasoning;]

(ii)         all prepayments on the automobile loan contracts each month are made in full at the specified constant percentage of ABS and there are no defaults, losses or repurchases;

(iii)         each scheduled monthly payment on the automobile loan contracts is made on the last day of each month and each month has 30 days;

(iv)         [the initial principal amount of the Class A-1 Notes is $                , the Class A-2[-A] Notes is $                , [the Class A-2-B Notes is $                ,] the Class A-3 Notes is $                , the Class B Notes is $                , the Class C Notes is $                , the Class D Notes is $                , and the Class E Notes is $                ;]

(v)         [the Class A-2-A Notes and the Class A-2-B Notes, collectively, are the Class A-2 Notes, and constitute a single class having equal rights to payments of principal and interest, which will be made on a pro rata basis based on the principal amount of the Class A-2 Notes;]

(vi)         [interest accrues on the Class A-1 Notes at       % per annum [and the Class A-2-B Notes at a fixed rate of       % per annum,] on an [“actual/360” basis];]

(vii)         [interest accrues on the Class A-2-A Notes at       % per annum, the Class A-3 Notes at       % per annum, the Class B Notes at       % per annum, the Class C Notes at       % per annum, and the Class D Notes at       % per annum. [Prior to the [twenty-fourth] distribution date, interest on the Class E Notes will accrue at 0.00%. From and after the [twenty-fourth] distribution date, interest on the Class E Notes will accrue at       % the Class E Notes at       % per annum, on a [“30/360” basis]];]

(viii)         payments on the notes are made on the        day of each month commencing in                 , 20    ;

(ix)         the notes are purchased on                 , 20    ;

(x)         the scheduled monthly payment for each automobile loan contract was calculated on the basis of the characteristics described in the following table and in such a way that each automobile loan contract would amortize in a manner that will be sufficient to repay the principal balance of that automobile loan contract by its indicated remaining term to maturity;

(xi)         the first due date for each automobile loan contract is the last day of the month of the assumed cutoff date for that automobile loan contract as set forth in the [following]/[applicable] table below;

(xii)         the servicer or the depositor exercises its redemption option to purchase the automobile loan contracts at the earliest opportunity;

(xiii)         [during the revolving period, the revolving account money is used to purchase the subsequent automobile loan contracts at their respective initial Principal Balances on each distribution date to build and maintain a target level of overcollateralization and there are no funds in the revolving account at the end of any distribution date;]

(xiv)         [all of the pre-funding account money is used to purchase the subsequent automobile loan contracts;]

(xv)         principal will be paid on each class of the notes on each distribution date as necessary to build and maintain the required overcollateralization;

(xvi)         a servicing fee is paid to the servicer monthly that equals 2.25% per annum times the aggregate principal balance of the automobile loan contracts as of the first day of the related collection period [plus the aggregate Principal Balance of all subsequent automobile loan contracts sold to the issuing entity];

(xvii)         the trustee, the trust collateral agent, the owner trustee and the asset representations reviewer receive monthly fees equal to $[      ] in the aggregate; [and]

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(xviii)         The [initial] trust property includes          pools of automobile loan contracts with the characteristics set forth in the following table:

The tables below which are captioned “Percent of Aggregate Initial Principal Amount at Various ABS Percentages ($                    )” are based on ABS and were prepared using the following additional assumptions:

(xix) the initial principal amount of the Class A-1 Notes is $                , the Class A-2 Notes is $                , the Class A-3 Notes is $                , the Class B Notes is $                , the Class C Notes is $                , the Class D Notes is $                 and the Class E Notes is $                ;

(xx) interest accrues on the Class A-1 Notes at                 % per annum, on an “actual/360” basis;

(xxi) interest accrues on the Class A-2 Notes at         % per annum, the Class A-3 Notes at         % per annum, the Class B Notes at         % per annum, the Class C Notes at         % per annum, and the Class D Notes at         % per annum. Prior to the twenty-fourth distribution date, interest on the Class E Notes will accrue at 0.00%. From and after the twenty-fourth distribution date, interest on the Class E Notes will accrue at         % per annum, on a “30/360” basis; and

Pool	Aggregate Principal Balance	Gross APR	Assumed Cutoff Date	Remaining Term to Maturity (in Months)	Seasoning (in Months)
1	$[            ]	[    ]%	/    /	[    ]	[    ]
2	$[            ]	[    ]%	/    /	[    ]	[    ]
3	$[            ]	[    ]%	/    /	[    ]	[    ]
4	$[            ]	[    ]%	/    /	[    ]	[    ]

The tables below which are captioned “Percent of Aggregate Initial Principal Amount at Various ABS Percentages ($                    )” are based on ABS and were prepared using the following additional assumptions:

(xxii) the initial principal amount of the Class A-1 Notes is $                , the Class A-2 Notes is $                , the Class A-3 Notes is $                , the Class B Notes is $                , the Class C Notes is $                , the Class D Notes is $                 and the Class E Notes is $                ;

(xxiii)     interest accrues on the Class A-1 Notes at         % per annum, on an “actual/360” basis;

(xxiv) interest accrues on the Class A-2 Notes at         % per annum, the Class A-3 Notes at         % per annum, the Class B Notes at         % per annum, the Class C Notes at         % per annum, and the Class D Notes at         % per annum. Prior to the twenty-fourth distribution date, interest on the Class E Notes will accrue at 0.00%. From and after the twenty-fourth distribution date, interest on the Class E Notes will accrue at         % per annum, on a “30/360” basis; and

Pool	Aggregate Principal Balance	Gross APR	Assumed Cutoff Date	Remaining Term to Maturity (in Months)	Seasoning (in Months)
1	$[        ]	[    ]%	/    /	[    ]	[    ]
2	$[        ]	[    ]%	/    /	[    ]	[    ]
3	$[        ]	[    ]%	/    /	[    ]	[    ]
4	$[        ]	[    ]%	/    /	[    ]	[    ]

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The following tables were created relying on the [applicable] assumptions listed above. The tables below indicate the percentages of the initial principal amount of each class of [publicly offered] notes that would be outstanding after each of the listed distribution dates if certain percentages of ABS are assumed. The tables below also indicate the corresponding weighted average lives of each class of [publicly offered] notes if the same percentages of ABS are assumed.

The assumptions used to construct the tables are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under various prepayment scenarios. The actual characteristics and performance of the automobile loan contracts will differ from the assumptions used to construct the tables. For example, it is very unlikely that the automobile loan contracts will prepay at a constant level of ABS each monthly period until maturity or that each of the automobile loan contracts will prepay at the same level of ABS. Moreover, the automobile loan contracts have diverse terms and that fact alone could produce slower or faster principal distributions than indicated in the tables at the various constant percentages of ABS, even if the original and remaining terms to maturity of the automobile loan contracts are as assumed. Any difference between the assumptions used to construct the tables and the actual characteristics and performance of the automobile loan contracts, including actual prepayment experience or losses, will affect the percentages of initial balances outstanding on any given date and the weighted average lives of each class of [publicly offered] notes.

The percentages in the tables have been rounded to the nearest whole number. As used in the tables which follow, the weighted average life of a class of [publicly offered] notes is determined by:

● multiplying the amount of each principal payment on a [publicly offered] note by the number of years from the date of the issuance of the [publicly offered] note to the related distribution date;

● adding the results; and

● dividing the sum by the related initial principal amount of the [publicly offered] note.

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Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )] [If using two-pool structure, include charts for both pools.]

Class A-1 Notes

Class A-2 Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

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Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

99

Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )]

Class A-3 Notes

Class B Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

100%

__/__/__

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Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

100

Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )]

Class C Notes

Class D Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

100%

__/__/__

[__]%

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__/__/__

[__]%

[__]%

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__/__/__

[__]%

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[__]%

__/__/__

[__]%

[__]%

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__/__/__

[__]%

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__/__/__

[__]%

[__]%

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[__]%

[__]%

[__]%

[__]%

__/__/__

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

101

[Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )] [If using two-pool structure, include charts for both pools.]

Class A-1 Notes

Class A-2 Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

100%

__/__/__

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

__/__/__

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[__]%

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[__]%

__/__/__

[__]%

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Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

102

Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )]

Class A-3 Notes

Class B Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

100%

__/__/__

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[__]%

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[__]%

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__/__/__

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Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

103

Percent of Aggregate Initial Principal Amount at Various ABS

Percentages [($                    )]

Class C Notes

Class D Notes

Distribution Date

0.50%

1.00%

1.50%

2.00%

0.50%

1.00%

1.50%

2.00%

Closing Date

100%

100%

100%

100%

100%

100%

100%

100%

__/__/__

[__]%

[__]%

[__]%

[__]%

[__]%

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__/__/__

[__]%

[__]%

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[__]%

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[__]%

__/__/__

[__]%

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[__]%

__/__/__

[__]%

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[__]%

[__]%

__/__/__

[__]%

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[__]%

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[__]%

__/__/__

[__]%

[__]%

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[__]%

[__]%

[__]%

[__]%

__/__/__

[__]%

[__]%

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[__]%

[__]%

[__]%

[__]%

__/__/__

[__]%

[__]%

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[__]%

[__]%

[__]%

__/__/__

[__]%

[__]%

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[__]%

__/__/__

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__/__/__

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__/__/__

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[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

[__]%

Weighted Average Life to Call (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]

Weighted Average Life to Maturity (Years)

[__]

[__]

[__]

[__]

[__]

[__]

[__]

[__]]

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Delinquency and Loan Loss Information

The following tables provide information relating to the sponsor’s total North American portfolio delinquency and loan loss experience for each period indicated with respect to all automobile loan contracts the sponsor has originated or purchased and serviced. This information includes the experience with respect to all automobile loan contracts in the sponsor’s portfolio of automobile loan contracts serviced during each listed period, including automobile loan contracts that do not meet the criteria for inclusion in, or were otherwise excluded from, this securitization. Because the following tables include the sponsor’s entire portfolio of automobile loan contracts, including automobile loan contracts of types that are not included in this securitization, these tables may not be reflective of the actual performance of this securitization, which includes predominantly subprime automobile loan contracts, all of which were originated in the United States.

The sponsor’s net credit losses as an annualized percentage of average automobile loan contracts outstanding may vary from period to period based upon the overall credit mix, the average credit scores in the portfolio (which reflects the sponsor’s underwriting strategies and risk tolerance), the average age or seasoning of the portfolio, and economic factors. Delinquency percentages, as reflected in the following delinquency experience table, are subject to periodic fluctuation based on the credit mix, the average credit scores in the portfolio which reflects the sponsor’s underwriting strategies and risk tolerance, average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Subprime loan contracts will typically have a relatively high percentage of accounts that become delinquent at some point in the life of the automobile loan contract. Furthermore, subprime automobile loan contracts typically demonstrate a relatively high rate of account movement between current and delinquent status.

The sponsor’s policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if it has not repossessed the related vehicle. The sponsor charges off accounts in repossession when the automobile is repossessed and is legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and the outstanding principal balance of the delinquent automobile loan contract, including accrued interest.

During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default. Significant increases in the inventory of used automobiles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices, unstable real estate values, declining stock market values, increasing unemployment levels, declining availability of consumer credit or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles as well as weaken collateral values on certain types of vehicles. Because this securitization includes loans to primarily subprime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these automobile loan contracts are expected to be higher than those experienced in the general automobile finance industry, including the sponsor’s total portfolio, and may be impacted to a greater extent during an economic downturn.

The following tables reflect the sponsor’s entire North American portfolio of automobile loan contracts, including prime automobile loan contracts, therefore, the levels of delinquency and loss experience reflected in the following tables may not be indicative of the performance of the automobile loan contracts owned by the issuing entity. For more information on performance of the sponsor’s securitized subprime loan pools, refer to Annex A to this prospectus.

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Delinquency Experience

(dollars in thousands)

Bankrupt accounts which have not yet been charged-off are included as delinquent accounts in the table below.

[To be updated quarterly]

At [Year/Quarter Ended]

At [Year/Quarter Ended]

20__

20__

20__

20__

Retail Finance Receivables Portfolio at End of Period(1)

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

Period of Delinquency(2) (3)

31-60 days

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

61-90 days

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

91 days or more

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

Total Delinquencies

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

In Repossession

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

[_____]

Total Delinquencies and Repossessed Assets(3)

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

[_____]

$

[_____]

Total Delinquencies as a Percentage of the Portfolio

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]%

Total Repossessed Assets as a Percentage of the Portfolio

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]%

Total Delinquencies and Repossessed Assets as a Percentage of the Portfolio

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]

%

[__]%

(1) All amounts and percentages are based on outstanding amortized cost.

(2) AmeriCredit considers an automobile loan contract delinquent when an obligor fails to make a contractual payment by the due date. The period of delinquency is based on the number of days payments are contractually past due.

(3) Effective January 1, 2020, as a result of adopting ASU 2016-13, amounts and percentages are based on outstanding amortized cost. For all prior periods, amounts and percentages are based on contractual amounts due, which are not significantly different than the outstanding amortized cost.

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Loan Loss Experience

(dollars in thousands)

[To be updated quarterly]

	[Fiscal Year/Quarter Ended],				[Fiscal Year/Quarter Ended],
	20__		20__		20__		20__
Period End Principal Outstanding(1)		$[_____]		$[_____]		$[_____]		$[_____]
Average Retail Finance Receivables(1)		[_____]		[_____]		[_____]		[_____]
Net Credit Losses(2)		[_____]		[_____]		[_____]		[_____]
Net Credit Losses as a Percentage of Period-End Principal Outstanding(3)		[___]%		[___]%		[___]%		[___]%
Net Credit Losses as a Percent of Average Retail Finance Receivables(3)		[___]%		[___]%		[___]%		[___]%

(1) All amounts and percentages are based on outstanding amortized cost.

(2) Net Credit Losses equal gross credit losses minus recoveries. Gross credit losses do not include unearned finance charges and other fees. Recoveries include repossession proceeds received from the sale of repossessed financed vehicles net of repossession expenses, recoveries from obligors on deficiency balance, extended service contract costs obtained and financed in connection with the vehicle financing and refunds of unearned premiums from credit life and credit accident and health insurance.

(3) Results for the [                    ] months ended             , 20     and             , 20     are annualized.

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Description of the Notes

General

The issuing entity will issue the notes under an indenture, a form of which has been filed as an exhibit to the registration statement. The following summary describes material terms of the notes and the indenture. The summary does not purport to be complete and is subject to all the provisions of the notes and the indenture.

The issuing entity will offer the [publicly offered] notes in denominations of $1,000 and integral multiples of $1,000 in book-entry form only (except for one note of each class which may be issued in a denomination other than an integral multiple of $1,000). Persons acquiring beneficial interests in the [publicly offered] notes will hold their interests through The Depository Trust Company, or DTC, in the United States or through Clearstream Banking, société anonyme, or Clearstream, or the Euroclear System, or Euroclear, in Europe. See “— Book-Entry Registration” and Annex B for further information about holding book-entry notes.

Distribution Dates

On each distribution date, distributions on the notes will be made by the trust collateral agent to the persons who are registered as noteholders at the close of business on the related record date, which is the business day immediately preceding the distribution date. All distributions will be made in immediately available funds, by wire transfer or otherwise, to the account of the related noteholder. If a noteholder has notified the trust collateral agent, payment to that noteholder may be in the form of a check mailed to the address of the person entitled thereto as it appears on the register. The final payment distribution upon retirement of any note will be made only upon presentation and surrender of such note at the office or agency of the trust collateral agent specified in the notice to noteholders of the final distribution.

While the sponsor is the servicer, payments on the notes will be made on the      day of each month or, if the      day is not a business day, on the next following business day. The first distribution date will be                     , 20    . If a successor servicer becomes the servicer, the distribution date may be a different day of the month.

A business day is a day other than a Saturday, Sunday, or any other day on which commercial banks located in Texas, Delaware[, Minnesota] or New York or the location in which the corporate trust office of either the trustee under the indenture or the owner trustee under the trust agreement are authorized or obligated to be closed.

The final scheduled distribution dates are as follows:

• for the Class A-1 Notes,                 , 20    ;

• for the Class A-2[-A] Notes,                 , 20    ;

[•      for the Class A-2-B Notes,                 , 20    ;]

• for the Class A-3 Notes,                 , 20    ;

• for the Class B Notes,                 , 20    ;

• for the Class C Notes,                 , 20    ; [and]

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• for the Class D Notes,             , 20    [; and

• for the Class E Notes,                 , 20    .]

Payments of Interest

Interest on each class of notes will accrue during each interest period at the applicable interest rate from and including the most recent distribution date—or, in the case of the first distribution date, from and including the closing date to but excluding the following distribution date. Interest on the Class A-1 Notes [and the Class A-2-B Notes] will be calculated on the basis of a 360-day year and the actual number of days elapsed in the applicable interest period. Interest on the Class A-2[-A] Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes, the Class D Notes [and the Class E Notes] will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest period for the Class A-2[-A] Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes [and the Class E Notes] will not be adjusted based on the actual number of days during the interest period. The interest accruing during an interest period will accrue on each class’ outstanding note principal amount as of the end of the prior distribution date, or, in the case of the first distribution date, as of the closing date.

For any distribution date, interest due but not paid on that distribution date will be due on the next distribution date. To the extent permitted by law, interest at the applicable interest rate on that unpaid amount will be due on the next distribution date.

[Interest on the [Class A-2-B Notes] will accrue during each interest period at a rate per annum equal to the sum of [30-day average SOFR][Term SOFR][SOFR in arrears] plus     %.] [Because the Class A-2-B Notes bear interest at a floating rate, which is uncapped, while the automobile loan contracts bear interest at fixed rates, the issuing entity will enter into either an interest rate swap transaction or an interest rate cap transaction with the hedge counterparty for the purpose of providing an additional source of funds.]

For any distribution date, the trust collateral agent will pay interest on the notes from the note distribution account after paying accrued and unpaid fees to the servicer, accrued and unpaid fees, expenses and indemnities of the trustees and trust collateral agent[, senior amounts that are payable to the hedge counterparty], accrued and unpaid fees, expenses and indemnities to the asset representations reviewer and the issuing entity’s other administrative fees, which will, prior to the occurrence of an event of default, be subject to the caps set forth in the sale and servicing agreement. See “Description of the Transaction Documents — Distributions —Distribution Date Payments” in this prospectus.

[Determination of SOFR

Interest on the Floating Rate Notes will accrue at a floating rate based on a benchmark rate based on the secured overnight financing rate, or “SOFR,” published by the FRBNY. The benchmark rate will be [“30-day average SOFR,” which for any determination date is the average of the daily SOFR for the preceding 30 calendar days, compounded daily on business days] [“SOFR in arrears,” which for any determination date is the average of the daily SOFR for the related interest period, compounded daily on business days][“Term SOFR” which is the forward-looking term rate based on SOFR]. Pursuant to the Indenture, the trust collateral agent, as calculation agent, will determine [30-day average SOFR][SOFR in arrears][Term SOFR] rate for each interest period by referring to a published source of the rate. The calculation agent will determine [30-day average SOFR][SOFR in arrears][Term SOFR] for each interest period on the [second] SOFR business day prior to that interest period, the “SOFR Determination Date.” If a published [SOFR] rate is unavailable on a SOFR Determination Date, the rate will be the [30-day average SOFR][SOFR in arrears][Term SOFR] for the most recent SOFR business day on which such rate was published. For purposes of calculating [30-day average SOFR][SOFR in arrears][Term SOFR], a SOFR business day means a business day determined in accordance with the SOFR publication calendar

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of the FRBNY.] [Note that additional conforming changes to the calculation, determination or reporting of SOFR (which may include a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each interest period) may be necessary if SOFR in arrears, Term SOFR or another SOFR-based benchmark is used as the applicable benchmark.]

Payments of Principal

[No payments of principal will be made to noteholders during the revolving period.] On each distribution date [that occurs after the end of the revolving period], other than the final scheduled distribution date for any class of notes and any distribution date when the priorities set forth under “Description of the Transaction Documents — Distributions —Distribution Date Payments after an Event of Default” are applicable, the amount of principal collected on the automobile loan contracts, and if necessary, excess cashflow on the automobile loan contracts and certain amounts of interest, will be available to pay the Noteholders’ Principal Distributable Amount (as defined in the Glossary).

On each distribution date, [including on distribution dates that occur during the revolving period,] payments of principal will be distributed to the most senior outstanding class of notes to maintain parity between the note principal amount and the Pool Balance (as defined in the Glossary). The principal payments made to cure this undercollateralization, if any then exists, will be made prior to the payment of interest on the more subordinated classes of notes on that distribution date. See “Description of the Transaction Documents— Distributions— Distribution Date Payments.”

On each distribution date, once the reserve account is fully funded, Available Funds (as defined in the Glossary) that remain following payment of all amounts pursuant to clauses [1] through [19] under “Description of the Transaction Documents—Distributions—Distribution Date Payments “will be available to be paid as the Accelerated Principal Amount and will be paid to the most senior outstanding class or classes of notes as payments of principal. These amounts will be paid under clause [20] as set forth under “Description of the Transaction Documents—Distributions—Distribution Date Payments.”

The classes of notes are “sequential pay” classes. [The Class A-2-A Notes and the Class A-2-B Notes will constitute a single class and have equal rights to payments of principal and interest, which will be made on a pro rata basis based on the principal amount of each class of the Class A-2 Notes.] On each distribution date, all amounts allocated to the payment of principal as described in clauses [4, 5, 7, 8, 10, 11, 13, 14, 16, 17, 18 and 20] under “Description of the Transaction Documents— Distributions—Distribution Date Payments” other than any distribution date when the priorities set forth under “Description of the Transaction Documents — Distributions —Distribution Date Payments after an Event of Default” are applicable, will be aggregated and will be paid out in the following order of priority:

1. to the Class A-1 Notes, until they are paid off;

2. to the Class A-2 Notes[, pro rata among the Class A-2-A Notes and the Class A-2 B Notes], until they are paid off;

3. to the Class A-3 Notes, until they are paid off;

4. to the Class B Notes, until they are paid off;

5. to the Class C Notes, until they are paid off; [and]

6. to the Class D Notes, until they are paid off; [and

7. to the Class E Notes, until they are paid off].

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In addition, any outstanding principal amount of any class of notes that has not been previously paid will be payable on the final scheduled distribution date for that class. The actual date on which the aggregate outstanding principal amount of any class of notes is paid may be earlier than the final scheduled distribution date for that class, depending on a variety of factors.

Termination and Optional Redemption

The obligations of the servicer, the sponsor, the trust collateral agent and the trustee will terminate upon the earlier to occur of:

• the maturity or other liquidation of the last automobile loan contract and the disposition of any amounts received upon liquidation of any remaining automobile loan contracts; and

• the final payment to noteholders.

On any distribution date on which the Pool Balance (measured as of the last day of the related collection period) has declined to [10%] or less of the [initial] aggregate principal balance of the automobile loan contracts as of the [initial] cutoff date [and including additional automobile loan contracts purchased during the prefunding period], any notes that are still outstanding may be redeemed in whole, but not in part. This redemption will cause the early retirement of the redeemed notes. The redemption price will equal the unpaid principal amount of the notes being redeemed, plus accrued and unpaid interest,[plus all amounts due to the Servicer in respect of any unreimbursed Advances][, plus any amounts remaining unpaid to the hedge counterparty under the hedge agreement]. Notice of any such redemption will be given by the servicer or the issuing entity to the engaged NRSROs[, to the hedge counterparty] and to the trustee. Such notice shall be provided to the trustee no later than [    ] days prior to the planned redemption date.

[Mandatory Redemption

If any amounts remain on deposit in the [revolving account][pre-funding account] at the end of the [revolving period][pre-funding period], each class of notes will be redeemed in part on the mandatory redemption date. The amount of each class to be repaid from the remaining [revolving account][pre-funding account] funds will be equal to that class’ pro rata share of those moneys, based on the respective current note principal amount of each class of notes. However, if the aggregate remaining amount in the [revolving account][pre-funding account] is $             or less, that amount will be applied exclusively to reduce the outstanding note principal amount of the class of notes then entitled to receive principal distributions.]

Events of Default

The occurrence and continuance of any of the following events, subject to any applicable cure period, will constitute an event of default under the indenture:

• default in the payment of interest when it becomes due and payable on the Controlling Class, which default, in each case, remains uncured for five business days;

• default in the payment of principal on any note when the same becomes due and payable on its final scheduled distribution date;

• any default in the observance or performance of any covenant or agreement of the issuing entity made in the indenture (other than a default in the payment of the interest or principal on any note when due), or any representation or warranty of the issuing entity made in the indenture or in any certificate or other writing delivered pursuant to or in connection with the

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indenture proving to have been incorrect in any material respect as of the time when it was made, and such default shall continue or is not cured, or the circumstance or condition in respect of which the misrepresentation or warranty was incorrect is not eliminated or otherwise cured, for 30 days (or for such longer period, not in excess of 90 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 90 days or less and the servicer on behalf of the issuing entity delivers an officers’ certificate to the trustee to the effect that such default is capable of remedy within 90 days or less and that the issuing entity has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after the giving of written notice of the failure of observance or performance or incorrect representation or warranty to the issuing entity and the trustee, by the holders of at least 25% of the voting rights of the notes Outstanding or to the issuing entity by the trustee;

• events of bankruptcy, insolvency, receivership or liquidation of the issuing entity or the issuing entity’s property; and

• the issuing entity becoming taxable as an association or a publicly traded partnership taxable as a corporation for federal or state income tax purposes.

If an event of default has occurred and is continuing, the trustee in its discretion may, or if so requested in writing by the Majority Noteholders (as defined in the Glossary) shall, declare by written notice to the issuing entity that the notes become immediately due and payable at par, together with accrued interest. Prior to the declaration of the acceleration of the maturity of the notes, the Majority Noteholders may waive any event of default or unmatured event of default and its consequences except a default (a) in the payment of principal of or interest on any of the notes or (b) in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each note.

Upon the occurrence of an event of default, the trustee will have the right, but not the obligation, to exercise remedies or, under certain conditions, cause the trust collateral agent to liquidate the trust property in whole or in part, on any date or dates following the event of default. The trustee may not cause the liquidation of the trust property unless (i) the event of default is a default in the payment of principal of or interest on any of the notes or (ii) either (a) noteholders representing 100% of the aggregate principal amount of the Outstanding notes consent thereto, or (b) the proceeds of such sale or liquidation distributable to the noteholders will be sufficient to discharge in full all amounts then due and unpaid on such notes for principal and interest or (c) the trust property will not continue to provide sufficient funds for the payment of principal of and interest on the notes and they would have become due if the notes had not been accelerated and the trustee provides written notice to the issuing entity (who shall deliver such notice to the engaged NRSROs) and obtains the consent of noteholders representing at least 66-2/3% of the aggregate principal amount of the Outstanding notes. The trustee may use an investment bank or accounting firm of national reputation, at the expense of the issuing entity, to make the above determinations and shall be entitled to conclusively rely, with no liability, on such investment bank’s or accounting firm’s determination.

Book-Entry Registration

Upon issuance, the notes will be available only in book-entry form. Investors in the notes may hold their notes through DTC, in the United States, or Clearstream or Euroclear in Europe, which in turn hold through DTC, if they are participants of those systems, or indirectly through organizations that are participants in those systems. The notes will be issued as fully-registered notes registered in the name of Cede & Co (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered definitive note will be issued for each class of notes, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any class exceeds $500,000,000, one definitive note will be issued with respect to

112

each $500,000,000 of principal amount, and an additional definitive note will be issued with respect to any remaining principal amount of such class.

The notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds. Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven calendar day settlement. Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations. Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.

Non-U.S. holders of global securities will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.

DTC facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited notes, through electronic computerized book-entry transfers and pledges between DTC participants’ accounts. This eliminates the need for physical movement of definitive notes. DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The DTC Rules applicable to its participants are on file with the Commission. More information about DTC can be found at www.dtcc.com.

Purchases of notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC’s records. The ownership interest of each actual purchaser of each note, or a “beneficial owner,” is in turn to be recorded on the DTC direct and indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive definitive notes representing their ownership interests in notes, except in the event that use of the book-entry system for the notes is discontinued.

To facilitate subsequent transfers, all notes deposited by DTC participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of notes with DTC and their registration in the name of Cede & Co., or such other DTC nominee, do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the notes; DTC’s records reflect only the identity of the DTC participants to whose accounts such notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial owners of notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the notes, such as redemptions, renders, defaults, and proposed amendments to the transaction documents. For example, beneficial owners of notes may wish to ascertain that the nominee holding the notes for their benefit has

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agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices will be sent to DTC. If less than all of the notes within a class are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in such class to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to notes unless authorized by a DTC participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to the related issuing entity as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts notes are credited on the record date (identified in a listing attached to the omnibus proxy).

Redemption proceeds and payments on the notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit DTC participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the issuing entity or its agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with notes held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC nor its nominee, or the issuing entity, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuing entity, disbursement of such payments to DTC participants will be the responsibility of DTC, and disbursements of such payments to the beneficial owners will be the responsibility of participants.

A beneficial owner shall give notice to elect to have its notes purchased or sold, through its participant and shall effect delivery of such notes by causing the DTC participant to transfer the participant’s interest in the notes, on DTC’s records. The requirement for physical delivery of the notes in connection with a sale will be deemed satisfied when the ownership rights in the notes are transferred by DTC participants on DTC’s records and followed by a book-entry credit of sold notes to the purchaser’s account.

Clearstream Banking, société anonyme, Luxembourg, formerly Cedelbank, or Clearstream, Luxembourg, is incorporated under the laws of Luxembourg. Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thereby eliminating the need for physical movement of definitive securities. Transactions may be settled by Clearstream, Luxembourg in a number of currencies, including U.S. Dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg also deals with 45 domestic securities markets around the globe through established depository and custodial relationships. Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier, ‘CSSF’, which supervises Luxembourg banks. Clearstream, Luxembourg’s customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream, Luxembourg’s U.S. customers are limited to securities brokers and dealers and banks. Currently, Clearstream, Luxembourg has over 2,500 customers located across 110 countries, including all major European countries, Canada and the United States. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant.

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Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear Bank, or Euroclear.

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for movement of physical securities and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in over 30 currencies, including United States dollars. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank SA/NV under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. Euroclear Bank SA/NV conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank SA/NV, not Euroclear Clearance Systems S.C. Euroclear Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Euroclear Bank SA/NV has advised that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission. Securities clearance accounts and cash accounts with Euroclear Bank SA/NV are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These terms and conditions, operating procedures and laws govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear Bank SA/NV acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

Definitive Notes

Notes will be issued in fully registered, certificated form, commonly called “definitive notes,” to the noteholders or their nominees, rather than to DTC or its nominee, only if:

• DTC or the issuing entity advises the trustee or trust collateral agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the book-entry notes and the servicer is unable to locate a qualified successor; or

• After the occurrence of an event of default, at least [    %] of the beneficial owners of the notes advise the trustee through DTC participants in the manner specified in indenture that the continuation of a book-entry system with respect to the notes through DTC is no longer in the best interest of the note owners.

Upon the occurrence of any event described in the immediately preceding paragraph, the trustee will notify all affected noteholders through participants of the availability of definitive notes. Upon surrender by DTC of its notes and receipt of instructions for re-registration, the trustee will reissue the notes as definitive notes.

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Distributions of principal of, and interest on, the notes will then be made by the trust collateral agent in accordance with the procedures set forth in the indenture directly to holders of definitive notes in whose names the definitive notes were registered at the close of business on the applicable record date. Distributions will be made by check mailed to the address of the noteholder as it appears on the register maintained by the trust collateral agent. The final payment on any note, however, will be made only upon presentation and surrender of the note at the office or agency specified in the notice of final distribution.

Definitive notes will be transferable and exchangeable at the offices of the trust collateral agent. No service charge will be imposed for any registration of transfer or exchange, but the trust collateral agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

Description of the Transaction Documents

The following summary describes material terms of the purchase agreement, [each subsequent purchase agreement], the sale and servicing agreement, [each subsequent transfer agreement], the indenture, the asset representations review agreement and the trust agreement. The depositor has filed forms of these transaction documents as exhibits to the registration statement. On or prior to the filing of the final prospectus, the issuing entity will also file versions of these transaction documents setting forth their final material terms on a Form 8-K under the commission file number that will be established for the issuing entity. This summary does not claim to be complete and is subject to all the provisions of the transaction documents.

Sale and Assignment of the Automobile Loan Contracts

On or prior to the closing date, the sponsor will enter into a purchase agreement with the depositor pursuant to which the sponsor will sell and assign to the depositor, without recourse, its entire interest in and to the [initial] automobile loan contracts. [From time to time during the [revolving period][pre-funding period], the sponsor will enter into subsequent purchase agreements with the depositor pursuant to which the sponsor will sell and assign to the depositor, without recourse, its entire interest in and to certain subsequent automobile loan contracts.] Under the purchase agreement [and each subsequent purchase agreement], the sponsor will also sell and assign to the depositor, without recourse, its security interest in the financed vehicles securing the related automobile loan contracts and its rights to receive all payments on, or proceeds from, the related automobile loan contracts to the extent paid or payable after the [applicable] cutoff date. Each automobile loan contract transferred by the sponsor to the depositor will be identified in an automobile loan contract schedule appearing as an exhibit to the purchase agreement [or the related subsequent purchase agreement, as applicable]. [There will be no independent verification required to confirm the sponsor’s determination that the subsequent automobile loan contracts transferred by the sponsor to the depositor meet the eligibility criteria set forth under “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.”]

On or prior to the closing date, the depositor will enter into a sale and servicing agreement with the issuing entity pursuant to which the depositor will sell and assign to the issuing entity, without recourse, its entire interest in and to the [initial] automobile loan contracts. [From time to time during the revolving period, the depositor will enter into subsequent transfer agreements with the issuing entity pursuant to which the depositor will sell and assign to the issuing entity, without recourse, its entire interest in and to certain subsequent automobile loan contracts.] Under the sale and servicing agreement [ and each subsequent transfer agreement], the depositor will also sell and assign to the issuing entity, without recourse, its security interest in the financed vehicles securing the related automobile loan contracts and its rights to receive all payments on, or proceeds from, the related automobile loan contracts to the extent paid or payable after the [applicable] cutoff date. Each automobile loan contract transferred by the depositor to the issuing entity will be identified in an automobile loan contract schedule appearing as an exhibit to the sale and servicing agreement [or the related subsequent transfer agreement, as

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applicable]. [There will be no independent verification required to confirm the depositor’s determination that the subsequent automobile loan contracts transferred by the depositor to the issuing entity meet the eligibility criteria set forth under “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.”]

Under the purchase agreement, the sponsor will agree that, upon the breach of any representation or warranty that triggers the depositor’s repurchase obligation with respect to any automobile loan contract, the issuing entity will be entitled to require the sponsor to repurchase the affected automobile loan contract directly from the issuing entity. The issuing entity’s rights under the purchase agreement will constitute part of the issuing entity’s property and may be enforced directly by the issuing entity. In addition, the issuing entity will pledge those rights to the trust collateral agent as collateral for the notes and the trust collateral agent may directly enforce those rights.

The servicer may direct the issuing entity to sell automobile loan contracts that are more than 60 days delinquent to a third party that is unaffiliated with the servicer, the sponsor, the depositor and the issuing entity. Delinquent automobile loan contracts may be sold only if the sale proceeds received are at least equal to certain minimum sale proceeds set forth in the sale and servicing agreement. In no event may more than 20% of [the sum of] the initial [and subsequent] number of automobile loan contracts in the pool as of the [related] cutoff date be sold by the issuing entity in this manner.

[The Revolving Period

The revolving period encompasses the period from the closing date until the earliest of:

• the                 20     distribution date (after giving effect to distributions on that date); and

• the date on which an early amortization event, as set forth in “—Early Amortization Events” below, occurs (prior to taking into consideration any distributions on that date if such date is a distribution date).

No principal payments will be made on the notes during the revolving period. During the revolving period, amounts otherwise available to pay principal on the notes on a distribution date will be deposited into the revolving account and applied to purchase subsequent automobile loan contracts from the depositor, from time to time on distribution dates during the revolving period. Additionally, excess cashflow will be deposited into the revolving account on each distribution date during the revolving period, and will be applied to purchase subsequent automobile loan contracts to build and maintain the Required Revolving Pool Balance (as defined in the Glossary) from time to time on distribution dates during the revolving period. If no early amortization event occurs, principal will first be distributable to the noteholders on the                 20     distribution date (or, in the case of a mandatory redemption, on the                 20     distribution date). If an early amortization event occurs, principal will first be distributable to the noteholders on the distribution date immediately succeeding such amortization event or, if the early amortization event occurs on a distribution date, on such date. The issuing entity will purchase subsequent automobile loan contracts on distribution dates, at least quarterly, during the revolving period to reach and maintain the Required Revolving Pool Balance.

The issuing entity’s ability to acquire subsequent automobile loan contracts during the revolving period will be limited by the amount of collections received on the automobile loan contracts with which the issuing entity can purchase such subsequent automobile loan contracts and the availability of eligible automobile loan contracts for the issuing entity to purchase. The purchase price for each subsequent automobile loan contract purchased by the issuing entity from the depositor will equal the Principal Balance of such subsequent automobile loan contract.

The subsequent automobile loan contracts will also have been originated by the sponsor through dealers and then assigned to the sponsor or were originated directly with consumers by the sponsor and

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must meet the eligibility requirements described in “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.” To the extent that amounts allocated for the purchase of subsequent automobile loan contracts are not so used on any monthly distribution date, they will remain in the revolving account and be applied on subsequent distribution dates during the revolving period to purchase subsequent automobile loan contracts. Upon termination of the revolving period, the amortization period will begin and amounts received by the issuing entity allocable to principal will be applied to the payment of principal of the notes as further described herein. Amounts remaining on deposit in the revolving account at the end of the revolving period will be distributable to the noteholders as a mandatory redemption as described in “Description of the Notes—Mandatory Redemption.”

Early Amortization Events

The revolving period will terminate earlier than the scheduled amortization date if an early amortization event occurs. An early amortization event means any of the following:

• [the Three-Month Rolling Average Delinquency Ratio (as defined in the Glossary) exceeds     %;]

• [the Three-Month Rolling Average Annualized Net Loss Ratio (as defined in the Glossary) exceeds     %;]

• with respect to          consecutive distribution dates, funds are on deposit in the revolving account in an amount greater than     % of the Pool Balance as of the initial cutoff date, then at the end of the first two consecutive distribution dates after taking into consideration the subsequent automobile loan contracts purchased by the issuing entity on each such distribution date and funds that are expected to be on deposit in the revolving account in an amount greater than     % of the Pool Balance as of the initial cutoff date at the end of the third distribution date (calculated as of the related determination date) after taking into consideration the subsequent automobile loan contracts scheduled to be purchased on the third distribution date; or

• a servicer termination event under the sale and servicing agreement has occurred.

If an early amortization event occurs, principal will first be distributable to the noteholders on the distribution date immediately succeeding the early amortization event or, if the early amortization event occurs on a distribution date, on such date.]

Accounts

The trust collateral agent will establish a collection account in its own name, on the noteholders’ behalf. The servicer will deposit all obligor payments received on the automobile loan contracts after the [related] cutoff date in the collection account within two business days of receipt or as otherwise set forth in the sale and servicing agreement. The collection account will be maintained with the trust collateral agent so long as the trust collateral agent’s deposits have a rating acceptable to the engaged NRSROs. If the deposits of the trust collateral agent or its corporate parent no longer have an acceptable rating, the servicer shall, with the trust collateral agent’s assistance if necessary, transfer the collection account within 30 days to a bank whose deposits have the proper rating.

The trust collateral agent will establish and maintain a note distribution account in its own name, on the noteholders’ behalf. Amounts that are released from the collection account for distribution to noteholders will be deposited to the note distribution account and all distributions to the noteholders will be made from the note distribution account.

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The trust collateral agent will establish and maintain a reserve account in its own name, on the noteholders’ behalf. Amounts may be released from the reserve account in the manner set forth in “—Credit Enhancement—Reserve Account.”

[The trust collateral agent will establish and maintain the revolving account in its own name, on the noteholders’ behalf. During the revolving period, amounts that would otherwise be available to pay principal on the notes will be deposited into the revolving account and applied to purchase subsequent automobile loan contracts from the depositor. Additionally, excess cashflow will be deposited into the revolving account during the revolving period to purchase subsequent automobile loan contracts from the depositor in order to build and maintain the Required Revolving Pool Balance. On any distribution date during the revolving period, the servicer has the option to instruct the trust collateral agent to use money on deposit in the revolving account to purchase subsequent automobile loan contracts on distribution dates. Amounts remaining on deposit in the revolving account, on any distribution date during the revolving period that the sum of the Pool Balance and the amount on deposit in the revolving account, after giving effect to any purchases of subsequent automobile loan contracts on such distribution date, exceeds the Required Revolving Pool Balance, will be released to the collection account for inclusion as Available Funds. If any amounts remain on deposit in the revolving account at the end of the revolving period, each class of notes will be redeemed in part on the mandatory redemption date as described in “Description of the Notes—Mandatory Redemption.”]

[The trust collateral agent will establish and maintain the pre-funding account in its own name, on the noteholders’ behalf. On the closing date,     % of the net proceeds from the sale of the notes will be deposited in the pre-funding account. During the pre-funding period, consisting of                      months following the closing date, funds on deposit in the pre-funding account will be applied to purchase subsequent automobile loan contracts from the depositor. If any amounts remain on deposit in the pre-funding account at the end of the pre-funding period, each class of notes will be redeemed in part on the mandatory redemption date as described in “Description of the Notes—Mandatory Redemption.”]

[The servicer will cause the trust collateral agent to establish and, until the first distribution date following the last day of the pre-funding period, maintain a capitalized interest account in the trust collateral agent’s name, on the noteholders’ behalf. The monthly capitalized interest amount will be withdrawn from the capitalized interest account on the distribution dates occurring in             ,             and            and added to available funds, in each case unless the pre-funding period has ended prior to the end of the preceding calendar month. The monthly capitalized interest amount will equal the interest accrued for each distribution date at the weighted average interest rates for the notes on the amount that was on deposit in the pre-funding account on the immediately preceding distribution date or in the case of the first distribution date, the closing date. Any amounts remaining on deposit in the capitalized interest account on the mandatory redemption date will be withdrawn and paid directly to the depositor.]

Funds on deposit in the collection account, the reserve account[, the pre-funding account, the capitalized interest account] and the note distribution account will be invested by the trust collateral agent (or any custodian with respect to funds on deposit in such account) in eligible investments selected in writing by the servicer (pursuant to standing instructions or otherwise). To the extent no such eligible investment is so selected in writing by the servicer, the funds in these accounts will be held uninvested.

Eligible investments are limited to investments acceptable to the engaged NRSROs as being consistent with the ratings of the notes. Eligible investments may include securities issued by the sponsor, the servicer or their respective affiliates or other issuing entities created by the sponsor or its affiliates. [Except as described below, eligible investments are limited to obligations or securities that mature no later than the business day immediately preceding a distribution date unless the eligible investments are invested in trust collateral agent funds. However, subject to conditions, funds in the reserve account may be invested in securities that will not mature prior to the next distribution date and will not be sold to meet any shortfalls. Thus, the amount of cash in the reserve account at any time may

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be less than the balance of the reserve account. If the amount required to be withdrawn from the reserve account to cover shortfalls in collections exceeds the amount of cash in the reserve account, a temporary shortfall in the amounts distributed to the noteholders could result. This could, in turn, increase the average life of the notes.] The servicer will deposit investment earnings on funds in the trust accounts, net of losses and investment expenses, in the collection account on each distribution date.

[Funds on deposit in the reserve account will be invested only in cash or cash equivalents, including deposits insured by the FDIC, certificates of deposit issued by a regulated U.S. financial institution, obligations backed by the full faith and credit of the United States, investments in registered money market funds, and commercial paper. Any investments of funds on deposit in the reserve account will be limited to obligations or securities that mature no later than the business day immediately preceding a distribution date.]

All accounts will be eligible deposit accounts. An eligible deposit account is 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 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 the account, so long as such depository institution has a credit rating acceptable to the engaged NRSROs.

Servicing Compensation

Under the sale and servicing agreement, the servicer will receive a servicing fee on each distribution date. For so long as the sponsor is the servicer, the servicing fee on each distribution date will equal [the sum of (A)]     % times the aggregate principal balance of the automobile loan contracts (but excluding any automobile loan contract that, prior to the end of the last day of the related collection period related to a liquidated or repurchased vehicle) as of the opening of business on the first day of the related collection period (or in the case of the first distribution date, the opening of business on                     , 20        ) times one-twelfth (or in the case of the first distribution date, a fraction equal to the number of days from and including                     , 20         through and including                     , 20         over 360), [plus (B)     % times the aggregate principal balance of all [subsequent] automobile loan contracts sold to the issuing entity during the related collection period times the number of days during that collection period that the [subsequent] automobile loan contracts were owned by the issuing entity divided by 360]. For so long as any successor servicer is the servicer, the servicing fee may be greater than the servicing fee that the sponsor is entitled to receive as the servicer.

In addition to the servicing fee, the servicer will also retain any late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law (but excluding any fees or expenses related to extensions) with respect to the automobile loan contracts as supplemental servicing fees, and will be entitled to reimbursement from the issuing entity for various expenses. The servicer will allocate obligor payments to scheduled payments due from obligors, late fees and other charges, and principal and interest in accordance with the servicer’s normal practices and procedures.

The servicing fee will compensate the servicer for performing the functions of a third-party servicer of automobile loan contracts as an agent for their beneficial owner. These servicer functions will include:

(i) collecting and posting all payments;

(ii) responding to obligor inquiries on the related automobile loan contracts;

(iii) investigating delinquencies;

(iv) sending billing statements to obligors;

(v) reporting tax information to obligors;

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(vi) paying collection and disposition costs with respect to defaulted accounts;

(vii) [making advances;]

(viii) monitoring the collateral;

(ix) administering the automobile loan contracts;

(x) accounting for collections and furnishing statements to the trustee or the trust collateral agent with respect to distributions;

(xi) paying certain taxes;

(xii) paying accounting fees;

(xiii) paying outside auditor fees; and

(xiv) paying data processing costs.

The servicer will also be reimbursed for repossession and recovery fees and costs associated with maintaining bank accounts that are necessary to service the automobile loan contracts.

The servicer is permitted to delegate its duties under any transaction document to which it is a party with respect to the servicing of and collections on certain automobile loan contracts to an affiliate of the sponsor, including the delegation of its duties under any transaction document to which it is a party with respect to the servicing of and collections on certain automobile loan contracts without first obtaining the consent of any person. The servicer may utilize third-party agents in connection with its usual collection activities, such as repossessions and pursuing deficiency balances. The fees and expenses of any third-party agent will be as agreed between the servicer and its third-party agent and none of the trustee, the trust collateral agent, the issuing entity or the noteholders will have any responsibility for those fees and expenses. No delegation by the servicer of any of its duties under any transaction document shall relieve the servicer of its responsibility with respect to such duties.

[Servicer Advances

The Servicer, at its option, may make Advances in respect of a collection period on the related distribution date only to the extent that the Servicer, in its sole discretion, determines that such Advance shall be recoverable. The Servicer, however, shall not be obligated to make Advances. The Servicer will recover Advances from (i) subsequent payments made by or on behalf of the related obligor, (ii) Net Liquidation Proceeds, recoveries and payments in respect of dealer recourse and (iii) the Purchase Amount or, upon the Servicer’s determination that such Advance is a Nonrecoverable Advance, from Available Funds as described in clause [(1)/(2)] under “—Distributions—Distribution Date Payments”.]

Distributions

Servicer’s Certificates

On each determination date, the servicer will deliver the servicer’s certificate to the trustee, the owner trustee[, the hedge counterparty] and the trust collateral agent. The servicer will also deliver the servicer’s certificate to each engaged NRSRO on the same date the servicer’s certificate is publicly available, however, if such servicer’s certificate is not made publicly available, the servicer will deliver it to each engaged NRSRO, no later than the [twenty-fifth] day of each month (or if not a business day, the next succeeding business day). The servicer’s certificate will specify, among other things:

• the amount of aggregate collections on the automobile loan contracts during the preceding calendar month;

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• the aggregate Purchase Amounts (as defined in the Glossary) of automobile loan contracts purchased by the depositor and the servicer during the preceding calendar month; and

• the aggregate amount of Net Liquidation Proceeds (as defined in the Glossary) during the preceding calendar month.

The determination date with respect to collections received during a calendar month is the second business day prior to the related distribution date in the next calendar month.

Distribution Date Payments

On or prior to each distribution date, the servicer will instruct the trust collateral agent to make the following distributions on such distribution date from Available Funds and the amounts withdrawn from the reserve account in the following order of priority[; provided, that trust expenses that are payable to the sponsor or any of its affiliates may not be paid using amounts withdrawn from the reserve account]:

1. [if the hedge agreement is a swap agreement, to the hedge counterparty, net payments (excluding swap termination payments), if any, then due to it under the interest rate swap transaction;]

[2.] to the servicer (provided no servicer termination event has occurred), the servicing fee for the related collection period, any supplemental servicing fees for the related collection period and, to the extent the servicer has not reimbursed itself or to the extent not retained by the servicer, other amounts relating to mistaken deposits, postings or checks returned for insufficient funds; and to AmeriCredit, to the extent available, any amounts paid by the borrowers during the preceding collection period that were deposited in the collection account but that do not relate to principal payments, interest payments or extension fees due on the automobile loan contracts;

2. to the trustee, the owner trustee, the trust collateral agent and the asset representations reviewer, any accrued and unpaid fees, expenses and indemnities then due to each of them (to the extent the servicer has not previously paid those fees, expenses and indemnities), and provided that such fees, expenses and indemnities shall not exceed (i) $             in the aggregate in any calendar year to the owner trustee; (ii) $             in the aggregate in any calendar year to the trustee and the trust collateral agent; and (iii) $             [each month]/[in the aggregate in any calendar year] to the asset representations reviewer;

3. [pari passu, (i)] to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount (as defined in the Glossary) payable on the Class A Notes for payment pari passu to the holders of the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes[, and (b) if the hedge agreement is a swap agreement, to the hedge counterparty, swap termination payments (so long as the hedge counterparty is not a defaulting party or the sole affected party with respect to the termination of the hedge agreement)];

4. [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary to reduce the principal amount of the Class A Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

5. to the note distribution account, to make a payment of the remaining note principal amount of any class of the Class A Notes on its respective final scheduled distribution date;

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6. to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class B Notes;

7. [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4 and 5 above, to reduce the combined principal amount of the Class A Notes and Class B Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

8. to the note distribution account, to make a payment of the remaining note principal amount of the Class B Notes on their final scheduled distribution date;

9. to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class C Notes;

10. [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7 and 8 above, to reduce the combined principal amount of the Class A Notes, Class B Notes and Class C Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

11. to the note distribution account, to make a payment of the remaining note principal amount of the Class C Notes on their final scheduled distribution date;

12. to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable on the Class D Notes;

13. [after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10 and 11 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes and Class D Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

14. to the note distribution account, to make a payment of the remaining note principal amount of the Class D Notes on their final scheduled distribution date;

15. [to the note distribution account, that portion of the Noteholders’ Interest Distributable Amount payable, if any, on the Class E Notes;]

16. [[after the revolving period,] to the note distribution account, to make a payment of principal to the extent necessary, after giving effect to any payments made under clauses 4, 5, 7, 8, 10, 11, 13 and 14 above, to reduce the combined principal amount of the Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes to the Pool Balance, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;]

17. [to the note distribution account, to make a payment of the remaining note principal amount of the Class E Notes on their final scheduled distribution date;]

18. [as long as the revolving period has not terminated, to the revolving account an amount equal to the Noteholders’ Principal Distributable Amount for the collection period, for this purpose only calculated without any deduction for any Step-Down Amount, or as long as the revolving period has terminated,] to the note distribution account, to make a

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payment of the Noteholders’ Principal Distributable Amount, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

19. to the reserve account, the amount necessary to cause the amount deposited therein to equal the specified reserve account amount;

20. to the note distribution account, to make a payment of the Accelerated Principal Amount, which amount will be paid out as described above under “Description of the Notes—Payments of Principal”;

21. [[after the revolving period,] to the note distribution account, to make a payment of principal to the holders of the Class E Notes to reduce their note principal amount to a specified amount, or if the Class E Notes are no longer outstanding,] to pay each of the trustee, the owner trustee, the trust collateral agent and the asset representations reviewer, any indemnities, fees and expenses then due to such party that are in excess of the related cap or annual limitation specified in the sale and servicing agreement;

22. [[if the hedge agreement is a swap agreement, to the hedge counterparty, any unpaid swap termination payments;] and

23. to pay all remaining amounts to the certificateholder[s].

[Amounts that would remain on deposit in the reserve account on any distribution date that are in excess of the lesser of (i) [an amount determined by the sponsor prior to the closing date; provided, that such amount is not less than]     % of the initial aggregate principal balance of the automobile loan contracts and (ii) the aggregate principal amount of the notes after giving effect to all payments on that distribution date will be added to Available Funds and distributed in accordance with the priorities set forth above. The reserve account balance on any distribution date will not in any event be greater than the aggregate principal amount of the notes on that distribution date after giving effect to all payments on that distribution date.]

Distribution Date Payments after an Event of Default

Amounts collected (i) following the occurrence of an event of default (other than an event of default related to a breach of a covenant or a representation and warranty), (ii) following the acceleration of the notes or (iii) upon the full or partial liquidation of the trust assets will not be distributed in accordance with the priorities set forth under “— Distribution Date Payments” but such amounts and all amounts on deposit in the reserve account will instead be distributed in accordance with the following order of priority:

1. to the servicer (provided no servicer termination event has occurred), [the hedge counterparty,] the owner trustee, the trustee, the trust collateral agent and the asset representations reviewer, certain amounts due and owing to such entities, pursuant to the priorities set forth at clauses [1 and 2 [and 3]] above, [ratably, without preference or priority of any kind and without regard to any caps set forth in clause [2]] above;

2. to the Class A noteholders, for amounts due and unpaid on the notes for interest, ratably, without preference or priority;

3. to the Class A noteholders, for amounts due and unpaid on the notes for principal, first, to the noteholders of the Class A-1 Notes until they are paid off and, second, to the noteholders of the Class A-2 Notes and Class A-3 Notes, ratably without preference or priority, until they are paid off;

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4. to the Class B noteholders, for amounts due and unpaid on the notes for interest;

5. to the Class B noteholders, for amounts due and unpaid on the notes for principal until the Class B Notes are paid off;

6. to the Class C noteholders, for amounts due and unpaid on the notes for interest;

7. to the Class C noteholders, for amounts due and unpaid on the notes for principal until the Class C Notes are paid off;

8. to the Class D noteholders, for amounts due and unpaid on the notes for interest;

9. to the Class D noteholders, for amounts due and unpaid on the notes for principal until the Class D Notes are paid off;

10. to the Class E noteholders, for amounts due and unpaid, if any, on the notes for interest;

11. to the Class E noteholders, for amounts due and unpaid on the notes for principal until the Class E Notes are paid off;

12. [if applicable, to the hedge counterparty, certain swap termination payments;] and

13. to pay all remaining amounts to the certificateholder[s].

Fees and Expenses

The following table provides an itemized list of the fees and expenses that will be paid on each distribution date from the Available Funds in order of priority as set forth under “—Distributions—Distribution Date Payments” in this prospectus. The fees described below do not change upon an event of default.

Fee	General Purpose of the Fee	Amount or Calculation of Fee
1. Servicer Fee:	Compensation to the servicer for services provided pursuant to the transaction documents.	[To be provided for each transaction]
2. Trustee and Trust Collateral Agent Fee:	Compensation to the trustee in its capacities as trustee and trust collateral agent for services provided pursuant to the transaction documents.	[To be provided for each transaction]
3. Owner Trustee Fee:	Compensation to the owner trustee for services provided pursuant to the transaction documents.	[To be provided for each transaction]
4. Asset Representations Reviewer Fee:	Compensation to the asset representations reviewer for serving in that role.	[To be provided for each transaction]
5. Asset Representations Reviewer Fee (Review Fees):	Compensation to the asset representations reviewer for conducting reviews pursuant to the asset representations review agreement.	[To be provided for each transaction]

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6. [Hedge Counterparty Fees]: [Net amounts payable to the hedge counterparty under any swap agreement and termination payments that are due and payable to the hedge counterparty pursuant to the hedge agreement].] [To be provided for each transaction]

The expenses of the servicer will be reimbursed as set forth under “—Servicing Compensation.”

Statements to Noteholders

On or prior to each distribution date, the trust collateral agent will make available a statement to the noteholders detailing information required under the transaction documents. These statements will be based solely on the information in the related servicer’s certificate. Each servicer’s certificate that the servicer provides to the trust collateral agent will be filed as an exhibit to a Form 10-D filed by the issuing entity and will include at least the following information regarding the notes on the related distribution date to the extent such information has been received from the servicer:

(a) the amount of the distribution(s) allocable to interest;

(b) the amount of the distribution(s) allocable to principal;

(c) each class of notes’ aggregate outstanding principal amount and pool factor, after considering all payments reported under (b) above on that date;

(d) the related Noteholders’ Interest Carryover Amount (as defined in the Glossary), if any, and the change in that amount from the preceding statement;

(e) the servicing fee paid for the related calendar month;

(f) the Pool Balance as of the close of business on the last day of the preceding collection period;

(g) the amount of the aggregate realized losses on the automobile loan contract pool, if any, for the second preceding collection period;

(h) the aggregate Purchase Amounts for automobile loan contracts, if any, that were repurchased by the sponsor or servicer during the related calendar month[; and]

(i) the amount of the distribution(s) payable out of amounts withdrawn from the reserve account[; and]

(j) [the amount of advances to be made by the Servicer in respect of the collection period, if any; and]

(k) [during the [revolving period][pre-funding period], the amount on deposit in the [revolving account][pre-funding account][, the amount remaining in the capitalized interest account] and the amount of subsequent automobile loan contracts purchased by the issuing entity].

The noteholders will not receive a separate notification when changes are made to the automobile loan contract pool, such as [when subsequent automobile loan contracts are sold to the issuing entity during the revolving period or] when automobile loan contracts are removed from the automobile loan contract pool pursuant to the provisions of the transaction documents providing for the sale of certain automobile loan contracts or the repurchase of automobile loan contracts upon breaches of representations or warranties. However, filings detailing the automobile loan contract pool composition will be filed

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periodically on Form 10-D under the Commission file number 333-[                ]-        as required by Regulation AB.

Unless and until definitive notes are issued, the trustee will send these reports to Cede & Co., as registered holder of the [publicly offered] notes and the nominee of DTC on the trust’s behalf.

The trust collateral agent will make available each month to each noteholder the above information (and certain other documents, reports and information regarding the automobile loan contracts 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 trustee. The trust collateral agent’s internet website will be located at [www.                    .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, you can call the trust collateral agent’s website assistance line at (        )         -        .

After the end of each calendar year, within the required time period, the trustee will furnish to each person who at any time during the calendar year was a noteholder that requests it in writing a statement as to the aggregate amounts of interest and principal paid to the noteholder and any other information as the trustee deems necessary to enable the noteholder to prepare its tax returns.

Compliance Statements

The sale and servicing agreement provides for the delivery of an annual statement signed by an officer of the servicer to the effect that the servicer has fulfilled its material obligations under the transaction documents throughout the preceding calendar year, except as specified in the statement. The sale and servicing agreement requires the servicer to deliver to the issuing entity, on or before March 31 of each calendar year, a certificate signed by an officer of the servicer regarding its assessment of compliance during the preceding calendar year with all applicable servicing criteria set forth in the relevant Commission regulations for asset-backed securities transactions, including Item 1122 of Regulation AB, that are backed by the same type of assets as those backing the securities. In the event that a successor servicer assumes the servicing duties under the transaction documents, such servicer will provide a separate annual statement.

Pursuant to the sale and servicing agreement, a firm of independent certified public accountants will furnish to the trustee on or before March 31 of each calendar year, a statement to the effect that they have attested to the assertion of authorized officers of the servicer that the servicing was conducted in compliance with certain applicable provisions of the sale and servicing agreement in all material respects during the immediately preceding calendar year.

Credit Enhancement

Credit enhancement for the notes is provided by:

• the application of excess cashflow, which represents the excess of collections on the trust property during a collection period after payment of the issuing entity’s expenses and required payments of principal and interest on the notes on the related distribution date;

• overcollateralization, which is the excess of the principal balance of the automobile loan contracts [(and amounts on deposit in the [revolving account][pre-funding account])] over the principal amount of the notes;

• amounts on deposit in the reserve account; and

• the subordination of each class, if any, that is junior in its right to receive payments of principal and interest to the related class of notes.

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Credit enhancement is intended to increase the likelihood that noteholders will receive the full amount of principal and interest due to them and to decrease the likelihood that the noteholders will experience losses. Credit enhancement will not provide protection against all risks of loss and will not necessarily guarantee repayment of the entire principal amount and interest on all classes of notes. If losses occur which exceed the amount covered by any credit enhancement, or which are not covered by any credit enhancement, noteholders will bear their allocable share of deficiencies.

Application of Excess Cashflow

Because it is anticipated that more interest will be paid by the obligors than is necessary to pay the interest earned on the notes and the issuing entity’s monthly fees and expenses, there is expected to be excess cashflow each month. To the extent that the collections in any month are greater than the amount necessary to pay trust expenses and principal and interest on the notes, the remaining amount will be available [during the revolving period] to [build and maintain the Required Revolving Pool Balance, and after the revolving period to] make additional principal payments on the notes to build and maintain overcollateralization at a targeted level [and], to maintain the reserve account at its required level [and, to the extent that any amounts remain, to make accelerated payments of principal on the Class E Notes to a targeted level, as applicable].

Overcollateralization

Overcollateralization will exist whenever the aggregate principal balance of the automobile loan contracts as of the last day of the calendar month immediately preceding a distribution date exceeds the aggregate note principal amount as of that distribution date, after making all payments on that date. On the closing date the initial amount of overcollateralization will be [approximately]     % of the Pool Balance as of the [initial] cutoff date, but the sale and servicing agreement requires that the amount of overcollateralization be increased to, and then maintained at, a target amount.

The target amount of overcollateralization on any distribution date will equal:

(1)     % of the Pool Balance as of the [initial] cutoff date]/[end of the related collection period] [plus the amount in the [revolving account][pre-funding account]];

[plus

(2) the aggregate, cumulative amount of principal paid to the holders of the Class E Notes pursuant to clause 21 of “Description of the Transaction Documents—Distributions—Distribution Date Payments,” above, on all prior distribution dates;]

minus

(3) the amount required to be on deposit in the reserve account.

The increase to, and maintenance of, the overcollateralization target will be accomplished by the application of monthly excess cashflow [during the revolving period, to purchase subsequent automobile loan contracts up to the Required Revolving Pool Balance until the target is reached, and after the revolving period] to the payment of the Accelerated Principal Amount to reduce the note principal amount of the most senior outstanding class or classes of notes until the target is reached. Because the excess cashflow represents interest collections on the automobile loan contracts but is distributed as principal on the notes, its distribution will increase overcollateralization by paying down principal on the notes more quickly than principal is collected on the automobile loan contracts.

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Because the overcollateralization target is determined by reference to the Pool Balance, as the Pool Balance decreases over time, the amount of overcollateralization required will also decrease, or “step down.” If the amount of overcollateralization steps down on a distribution date, less principal may be distributed on the notes than was collected on the automobile loan contracts during the related collection period. By amortizing the notes more slowly than the automobile loan contracts, the overcollateralization would also decrease. However, the amount of overcollateralization will not be allowed to step down on any distribution date if, as a result of the step down, the amount of overcollateralization would be less than     % of the initial Pool Balance.

Subordination

A class of notes that is lower in priority of payment provides credit support to those classes of notes having higher priority of payment relative to that class. Consequently, to the extent that the trust assets do not generate enough cash in a collection period to satisfy the trust’s obligations, including the obligations on the related distribution date to make payments to noteholders, payments that would otherwise be made to the holder[s] of the certificate[s] representing the residual interest in the trust will first be eliminated and any shortfalls or losses will then be absorbed as follows:

1. first, [by the holders of the Class E Notes, to the extent amounts are due to them;

2. then,] by the holders of the Class D Notes, to the extent amounts are due to them;

3. then, by the holders of the Class C Notes, to the extent amounts are due to them;

4. then, by the holders of the Class B Notes, to the extent amounts are due to them; and

5. finally, by the holders of the Class A-3 Notes, Class A-2 Notes and Class A-1 Notes, to the extent amounts are due to them, in that order (except as described under “Description of the Transaction Documents—Distributions—Distribution Date Payments after an Event of Default”).

Reserve Account

On the closing date, a reserve account will be established and maintained by the trust collateral agent [in the name of the trust collateral agent on behalf of the Noteholders]/[in the name of and for the benefit of the issuing entity] and an initial cash deposit [of]/[equal to an amount determined by the sponsor prior to the closing date, provided, that such amount is not less than]     % of the initial aggregate principal balance of the automobile loan contracts[,] will be made to the reserve account. The reserve account will be part of the trust assets. On each distribution date, excess cashflow will be deposited to the reserve account to maintain the amount on deposit at [an amount determined by the sponsor prior to the closing date; provided, that such amount is not less than]     % of the initial aggregate principal balance of all automobile loan contracts sold to the issuing entity[; provided, [further,] that the amount on deposit in the reserve account will not exceed the aggregate principal amount of the notes after giving effect to all payments on that distribution date].

Other than as permitted by the engaged NRSROs, amounts on deposit in the reserve account will be invested in certain eligible investments at the written direction of the servicer that mature not later than the business day prior to the following distribution date[, or, if the engaged NRSROs either (i) provide written confirmation that it would not affect the ratings assigned to the notes or (ii) do not provide notice within ten business days of its receipt of written notice thereof that it would affect the ratings assigned to the notes, that mature later than the business day prior to the following distribution date unless such eligible investment is an obligation of the trust collateral agent, then the investment may mature on the distribution date]. Any net income from those investments will be deposited into the collection account.

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On each distribution date, the amount on deposit in the reserve account will be withdrawn, to the extent necessary, to fund any deficiencies in the payments of trust expenses [(other than trust expenses that are payable to the sponsor or any of its affiliates, which may not be paid with amounts that are withdrawn from the reserve account)], interest payments on the notes, and principal payments on the notes that are necessary to prevent the aggregate note principal amount from exceeding the Pool Balance and principal payments on each class of notes that are necessary to pay off each class of notes on its final scheduled distribution date. See “Description of the Transaction Documents—Distributions—Distribution Date Payments” in this prospectus.

[If the amount on deposit in the reserve account on any distribution date, after giving effect to any withdrawals on that distribution date, exceeds the lesser of (i) [an amount determined by the sponsor prior to the closing date; provided, that such amount is not less than]     % of the initial aggregate principal balance of all automobile loan contracts sold to the issuing entity and (ii) the aggregate principal amount of the notes after giving effect to all payments on that distribution date, those excess amounts will be added to Available Funds and distributed in accordance with the priorities set forth above under “—Distributions—Distribution Date Payments.”]

[The reserve account will constitute an “eligible horizontal cash reserve account” under Regulation RR of the Exchange Act because (i) it is held by the trust collateral agent in the name and for the benefit of the issuing entity, (ii) amounts in the reserve account may be invested only in cash and cash equivalents and (iii) until the notes and the residual certificate in the issuing entity are paid in full, or the issuing entity is dissolved, amounts in the reserve account may be released only (A) to satisfy payments on the notes on any distribution date on which the issuing entity has insufficient funds from any source to satisfy an amount due on any notes and (B) to pay critical expenses of the issuing entity (which are unrelated to credit risk and which may not be paid to parties that are affiliated with the sponsor) on any distribution date on which the issuing entity has insufficient funds from any source to pay such expenses and those expenses, in the absence of available funds in the eligible horizontal cash reserve account, would be paid prior to any payments to the Noteholders.]

[The Hedge Agreement]

[On the closing date, the issuing entity will enter into an interest rate hedge agreement with the hedge counterparty, consisting of an ISDA Master Agreement, the schedule thereto, the credit support annex thereto and a confirmation with respect to the Class A-2-B Notes. The hedge agreement will be in the form of an interest rate swap transaction or an interest rate cap transaction.

Swap Transactions

If the issuing entity enters into an interest rate swap transaction with the hedge counterparty, such transaction will have an initial notional amount equal to the initial note principal amount of the Class A-2-B Notes and will decrease in accordance with an amortization schedule set forth in the interest rate swap transactions that reflects (as of the closing date) the amortization schedule of the Class A-2-B Notes.

In general, under the interest rate swap transaction, on each distribution date, the issuing entity will be obligated to pay the hedge counterparty a per annum fixed rate payment based on a fixed rate of     % times the notional amount of the interest rate swap transaction and the hedge counterparty will be obligated to pay the issuing entity a per annum floating rate payment based on [30-day average SOFR][SOFR in arrears][Term SOFR] times the same notional amount. Payments on the interest rate swap transaction will be exchanged on a net basis. The payment obligations of the hedge counterparty to the issuing entity under the interest rate swap transaction will become a part of Available Funds and distributed in accordance with distributions described in “Description of the Transaction Documents—Distributions—Distribution Date Payments”. The payment obligations of the issuing entity to the hedge counterparty under the interest rate swap transaction are secured under the indenture by the same lien in

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favor of the trust collateral agent that secures payments to the noteholders. Any net swap payment made by the issuing entity ranks higher in priority than all payments on the notes.

Cap Transactions

If the issuing entity enters into an interest rate cap transaction with the hedge counterparty, such cap transaction will be purchased by the sponsor on behalf of the issuing entity on or prior to the closing date. Under the interest rate cap transaction, if [30-day average SOFR][SOFR in arrears][Term SOFR] for an interest period is greater than     % with respect to the Class A-2-B Notes, then on the related distribution date, the hedge counterparty will pay to the issuing entity an amount equal to the product of (x) the excess, if any, of (i) [30-day average SOFR][SOFR in arrears][Term SOFR] for the related interest period over (ii)     %, (y) the notional amount set forth in the related confirmation with respect to the [Class A-2-B Notes] for that distribution date, and (z) a fraction, the numerator of which is equal to the actual number of days in the related interest period and the denominator of which is 360.

The payment obligations of the hedge counterparty to the issuing entity under the interest rate cap transactions will become a part of Available Funds and distributed in accordance with distributions described in the section of this prospectus entitled “Description of the Transaction Documents—Distributions—Distribution Date Payments”.

Termination of the Hedge Transactions

An event of default under the hedge agreement includes, among other things:

• [failure by the issuing entity or the hedge counterparty to make payments due under any hedge transaction;

• the occurrence of certain bankruptcy and insolvency events of the issuing entity or the hedge counterparty;

• the merger by either the issuing entity or hedge counterparty if the successor entity does not assume the obligations of such party under any hedge transaction; and

• with respect to the hedge counterparty, and to the extent set forth in the hedge agreement, the issuing entity, its breach of certain obligations under the hedge agreement, certain breaches or failures to perform by the hedge counterparty’s credit support provider, certain misrepresentations under the hedge agreement or the occurrence of a default under certain other agreements to which it is a party.]

A termination event under the hedge agreement includes, among other things:

• [illegality of the transactions contemplated by the hedge agreement;

• the occurrence of certain tax events, including certain tax events upon the merger of either the hedge counterparty or the issuing entity;

• the issuing entity or any affiliate of the issuing entity makes certain amendments to any transaction document without the prior consent of the hedge counterparty if such amendment could have a materially adverse effect on the hedge counterparty;

• any redemption, acceleration, auction, clean-up call or other prepayment in full, but not in part, of the notes under the indenture or any event of default under the indenture that results in certain rights or remedies being exercised with respect to the collateral;

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• failure of the hedge counterparty to assign the hedge agreement to an eligible counterparty if it determines in good faith that it is unable to provide the financial information required by Regulation AB; or

• failure of the hedge counterparty to maintain its credit rating at certain levels required by the hedge agreement, which failure may not constitute a termination event if the hedge counterparty maintains certain minimum credit ratings and, among other things, either posts collateral pursuant to the credit support annex or assigns its rights and obligations under the hedge agreement to a substitute hedge counterparty with an acceptable rating.]

Upon the occurrence of any event of default or termination event specified in the hedge agreement, the non-defaulting or non-affected party may elect to terminate the hedge agreement. If the hedge agreement is terminated due to an event of default or a termination event, a swap termination payment under the interest rate swap transaction may be due to the hedge counterparty by the issuing entity out of Available Funds. The amount of any swap termination payment may be based on the actual cost or market quotations of the cost of entering into a similar hedge transaction or such other methods as may be required under the hedge agreement, in each case in accordance with the procedures set forth in the hedge agreement. If market rates or other conditions have changed materially since the closing date, the amount of any swap termination payment that the issuing entity is obligated to pay could be substantial. If a replacement hedge agreement is entered into, any payments made by the replacement hedge counterparty in consideration for replacing the hedge counterparty, will be applied to any swap termination payment owed to the hedge counterparty, under the hedge agreement to the extent not previously paid. [Additional material provisions regarding substitution of the hedge agreement to be provided with each transaction.]]

Matters Regarding the Servicer

The servicer may not resign from its obligations and duties as servicer, except upon determination that the performance by the servicer of its duties is no longer permissible under applicable law. No resignation will become effective until the trust collateral agent or a successor servicer has assumed the servicer’s servicing obligations and duties under the transaction documents.

The servicer will not be liable to the noteholders for taking any action except as set forth in the sale and servicing agreement; provided, however, that the servicer will not be protected against any liability that would otherwise be imposed by reason of a breach of the sale and servicing agreement by the servicer, willful misfeasance, bad faith or negligence (excluding errors in judgment) in the performance of its duties. The servicer will be under no obligation to appear in, prosecute, or defend any legal action that is not incidental to its servicing responsibilities and that, in its opinion, may cause it to incur any expense or liability.

Subject to certain conditions precedent, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to the business of the servicer or, any entity in each of the prior cases that assumes the obligations of the servicer, will be the successor to the servicer.

Modifications and Amendments of Automobile Loan Contracts

The servicer is allowed to grant certain extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any automobile loan contract in accordance with its customary servicing policies and procedures; provided, however, that if the servicer (i) extends an automobile loan contract beyond the collection period immediately preceding the latest final scheduled distribution date, or (ii) reduces the Amount Financed or APR with respect to any automobile loan contract, it will repurchase such automobile loan contract if such change in the automobile loan contract would materially and adversely affect the interests of the noteholders, unless the servicer is required to take such action by law

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(including, without limitation, by the Servicemembers Civil Relief Act) or court order. This repurchase obligation is described under “The Automobile Loan Contracts—Repurchase Obligations.”

Subject to the repurchase obligation described in the proviso above, the servicer or its affiliates may engage in any marketing practice or promotion of any sale of any products, goods or services to obligors with respect to the automobile loan contracts so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle automobile loan contracts serviced by the servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the automobile loan contracts, prepayments or faster or slower timing of the payment of the automobile loan contracts.

Servicer Termination Event

Any of the following events will constitute a servicer termination event under the sale and servicing agreement:

• the servicer’s failure to deliver any required proceeds or payment to the trust collateral agent for distribution to the noteholders, which failure continues unremedied for two business days;

• the servicer’s failure to deliver the servicer’s certificate by the [first] business day prior to the distribution date or a breach of the servicer’s covenant not to merge or consolidate or transfer all or substantially all of its assets unless the successor or surviving entity of such merger or consolidation is capable of fulfilling the duties of the servicer;

• the servicer’s failure to observe or perform in any respect any other covenant or agreement under the sale and servicing agreement, which failure (i) materially and adversely affects the rights of the noteholders and (ii) continues unremedied for 30 days after knowledge thereof by the servicer or after the trust collateral agent gives the servicer written notice of such failure;

• events of bankruptcy, insolvency, receivership or liquidation, or similar proceedings regarding the servicer, or actions by the servicer, indicating its insolvency, reorganization under bankruptcy proceedings, or inability to pay its obligations; or

• any servicer representation, warranty or statement proves to be incorrect in any material respect, and the incorrectness of such representation, warranty or statement has a material adverse effect on the issuing entity or the noteholders, and the circumstances or conditions in respect of which the representation, warranty or statement was incorrect shall not have been eliminated or cured within 30 days after the servicer has knowledge thereof 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.

Rights Upon Servicer Termination Event

If a servicer termination event has occurred and remains unremedied the trust collateral agent may, or at the direction of the Majority Noteholders shall, terminate all of the servicer’s rights and obligations under the sale and servicing agreement.

If the servicer is terminated or resigns as servicer as described under “Description of the Transaction Documents—Matters Regarding the Servicer,” then the trust collateral agent may, or at the direction of the Majority Noteholders shall, appoint a successor servicer subject to satisfaction of the criteria set forth in the sale and servicing agreement and such successor servicer will succeed to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions of the servicer. If a successor servicer has not been appointed at the time when the predecessor servicer ceases to act as

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servicer, the trust collateral agent will automatically be appointed the successor servicer. However, if the trust collateral agent is unwilling or legally unable to act as servicer, it may appoint, or petition a court to appoint, a successor servicer. If a bankruptcy trustee or similar official has been appointed for the servicer, and no other servicer termination event has occurred, the bankruptcy trustee or official may have the power to prevent a transfer of servicing.

Any successor to the sponsor as servicer will succeed to all the responsibilities, duties, and liabilities of the sponsor under the sale and servicing agreement (except as otherwise set forth in the sale and servicing agreement) and will be entitled to compensation as agreed upon by the Majority Noteholders and the successor servicer as set forth in the sale and servicing agreement, which compensation may be greater than the servicing fee that the sponsor is entitled to receive as servicer. The reasonable costs and expenses incurred in connection with the transfer of servicing to a successor servicer will be paid by the predecessor servicer upon presentation of reasonable documentation of such costs and expenses. The transfer of servicing to a successor servicer may result in a material disruption in the performance of the servicer’s duties, which could result in delays and/or disruptions in collections on the automobile loan contracts and delays and/or reductions in payments on the notes.

Waiver of Past Defaults

The Majority Noteholders may, on behalf of all noteholders, waive any default by the servicer under the sale and servicing agreement and the consequences of any default. No waiver will impair the noteholders’ rights with respect to subsequent defaults.

Replacement of Owner Trustee

The owner trustee may resign at any time under the trust agreement. Additionally, if at any time the owner trustee shall cease to be eligible in accordance with the trust agreement, shall be legally unable to act as owner trustee, shall be adjudged bankrupt or insolvent, if a receiver of the owner trustee or of its property shall be appointed, or if any public officer shall take charge or control of the owner trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the depositor may remove the owner trustee. Upon the owner trustee’s resignation or removal, the depositor shall promptly appoint a successor owner trustee. The issuing entity will be obligated to pay any costs and expenses associated with the replacement of the owner trustee, and the depositor will be obligated to pay any such amount to the extent not paid by the issuing entity on any distribution date.

Replacement of Trustee

Under the indenture, the trustee may resign at any time upon notice to the issuing entity. Additionally, the issuing entity may and shall remove the trustee if:

• at any time, the trustee shall cease to be eligible under the indenture;

• a court of competent jurisdiction shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator or sequestrator for the trustee or for any substantial part of the trustee’s property, or ordering the winding-up or liquidation of the trustee’s affairs;

• an involuntary case under the federal bankruptcy laws or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the trustee and such case is not dismissed within 60 days;

• the trustee commences a voluntary case under any federal or state banking or bankruptcy laws, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator for the trustee or for any

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substantial part of the trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in the furtherance of the foregoing; or

• the trustee otherwise becomes incapable of acting.

Any resignation or removal of the trustee will also serve as a resignation or removal of the trustee in its capacities as trust collateral agent under the transaction documents. If the trustee resigns or is removed, the issuing entity shall promptly appoint a successor trustee and shall promptly transfer all trust accounts to an institution that meets the eligibility requirements set forth in the indenture. If a successor trustee does not take office within 60 days after the trustee resigns or is removed, the trustee, the issuing entity or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor trustee. Additionally, if the trustee ceases to be eligible under the indenture, any noteholder may petition a court of competent jurisdiction for the removal of the trustee and the appointment of a successor trustee. The issuing entity will be obligated to pay any costs and expenses associated with the replacement of the trustee, and the depositor will be obligated to pay any such amount to the extent not paid by the issuing entity on any distribution date.

Amendment

Amendment of the Sale and Servicing Agreement

The sale and servicing agreement may be amended by the depositor, the servicer and the issuing entity, with the consent of the trustee (which consent may not be unreasonably withheld), but without the consent of the Noteholders for certain specified purposes, including to cure any ambiguity or to correct or supplement any provision of the sale and servicing agreement that is inconsistent with any other provision. Similarly, the indenture may be amended by the issuing entity and the trustee, but without the consent of the noteholders to cure any ambiguity or to correct or supplement any provision of the indenture that is inconsistent with any other provision. No such amendment to the sale and servicing agreement or the indenture that is made without the consent of the noteholders may adversely affect the interests of any noteholder in any material respect.

The sale and servicing agreement may also be amended by the depositor, the servicer and the issuing entity, with the consent of the trustee and the Majority Noteholders in order to, among other things, add, change or eliminate any other provisions with respect to matters or questions arising under the agreement or affecting the rights of the noteholders. However, the amendment may not increase or reduce in any manner, or accelerate or delay the timing of, collections of payments on automobile loan contracts or distributions that are required to be made for the benefit of the noteholders or reduce the percentage of the noteholders required to consent to any amendment, unless the holders of all notes affected by the amendment provide their consent.

The depositor and servicer must deliver to the owner trustee and the trustee, upon the execution and delivery of the sale and servicing agreement and any amendment to the sale and servicing agreement, an opinion of counsel, satisfactory to the trustee, which states that all financing statements and continuation statements have been filed.

Amendment of the Indenture

The indenture may also be amended by the issuing entity and the trustee with the consent of the Majority Noteholders and with prior notice by the issuing entity to the engaged NRSROs for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the indenture or of modifying in any manner the rights of the noteholders under the indenture. However, the amendment may not, among other things, increase or reduce in any manner or accelerate or delay the timing of distributions that are required to be made to the noteholders, reduce the percentage of the

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noteholders required to consent to the amendment or to direct the issuing entity to sell or liquidate the trust property, impair the right to institute suit for the enforcement of the provisions of the indenture or permit the creation of any lien ranking prior to or on a parity with the lien of the indenture, unless the holders of all notes affected by the amendment provide their consent.

Amendment of the Asset Representations Review Agreement

The asset representations review agreement may be amended by the issuing entity, the servicer and the asset representations reviewer without the consent of the noteholders (i) in order to (A) cure any ambiguity, (B) correct or supplement any provision therein that may be defective or inconsistent with any other provision therein, or (C) provide for, or facilitate the acceptance of the asset representations review agreement by, a successor asset representations reviewer or (ii) if the servicer delivers to the issuing entity, the owner trustee, the trust collateral agent, and the trustee an officer’s certificate, stating that such amendment will not have a materially adverse effect on the notes.

The asset representations review agreement may be amended in any other manner by the issuing entity, the servicer and the asset representations reviewer with the consent of the noteholders of a majority of the remaining outstanding principal amount of each class of notes, each class voting separately, except the holders of the Class A notes will vote together as a single class.

Asset Representations Review Triggers and Procedures

The asset representations reviewer has been hired by the issuing entity pursuant to the asset representations review agreement. The asset representations review agreement provides that, if two trigger conditions are met, the asset representations reviewer will perform a review of certain of the automobile loan contracts to test for compliance with the representations made by the sponsor and the depositor about the automobile loan contracts under the transaction documents. The first trigger is a delinquency trigger, that will occur if the aggregate principal balance of automobile loan contracts that are more than 60 days delinquent as a percentage of the pool balance as of the end of a collection period meets or exceeds the percentage for that collection period set forth under “–Delinquency Trigger.” If the delinquency trigger occurs, it will be indicated on the distribution report filed on Form 10-D relating to that collection period. The second trigger is a voting trigger that will be met if, following the occurrence of the delinquency trigger, first, the noteholders of at least 5% of the principal amount of Outstanding notes demand a vote about whether an asset representations review should be conducted and, second, if such a vote is demanded, the noteholders of a majority of the principal amount of the Outstanding notes that participate in the resulting vote are in favor of conducting an asset representations review. The review fees that will be payable to the asset representations reviewer will be $             for each automobile loan contract tested as part of the asset representations review.

Delinquency Trigger

The delinquency rate for any collection period will represent the aggregate principal balance of the automobile loan contracts that are more than 60 days delinquent (and not a Liquidated Receivable) as of the end of that collection period, expressed as a percentage of the Pool Balance as of the beginning of that collection period. The servicer considers an automobile loan contract more than 60 days delinquent for purposes of calculating the delinquency rate when an obligor fails to make at least 90% of a contractual payment by the related contractual due date. If the delinquency rate for any collection period exceeds the related delinquency trigger rate then the delinquency trigger will have been breached for that collection period. The delinquency trigger rate will be as follows:

Collection Period	Delinquency Trigger Rate
[1-12]	%

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[13-24]	%
[25-36]	%
[37-48]	%
[49+]	%

The sponsor established the delinquency trigger rates by considering the monthly delinquency rates observed in its prior securitizations of automobile loan contracts [excluding any transactions with revolving features] for a survey period from [    ] through [    ]. The sponsor selected this timeframe because it reflects performance over a period of multiple economic cycles and includes securitizations with a representative variation of pool concentrations and compositions. The sponsor determined the delinquency rate for each of these prior securitizations as of the end of the related collection periods occurring [twelve, twenty-four, thirty-six, forty-eight [and [     ]]] months after the related closing date, respectively. The sponsor then determined the average delinquency rate across all of the securitizations in the survey period for each related collection period to determine baseline delinquency levels that were used to determine the delinquency trigger rate for the related collection periods in this securitization. Finally, the sponsor applied a multiple of approximately                  [to the baseline delinquency level observed at month [                ] and a multiple of approximately [    ] at month [                ]] / [to each of these baseline delinquency levels] to account for expected variations in the delinquency rate that may be experienced in a particular transaction and that can be attributed to pool-specific factors such as seasonality, pool seasoning, pool concentrations and general economic conditions.

Static pool information regarding the sponsor’s prior securitized pools is included in Annex A to this prospectus.

Voting Trigger

If the delinquency trigger occurs, any noteholder or group of noteholders may demand that the trustee call a vote of all noteholders to determine whether the asset representations reviewer must perform a review of the automobile loan contracts. If any noteholder or group of noteholders demands that the trustee call such a vote during a collection period, then that will be reported in the Form 10-D that is filed with respect to that collection period.

If, within [90] days of the date on which the Form 10-D is filed that reports the occurrence of the related delinquency trigger, noteholders of at least 5% of the outstanding principal amount of the notes as of the date on which such delinquency trigger occurred (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) contact the trustee to demand a vote of all noteholders regarding whether an asset representations review should be conducted, then the trustee will submit the matter to a vote of all noteholders (through DTC in the case of any book-entry notes). If the trustee submits the matter to a vote of all noteholders during a collection period, then that will be reported in the Form 10-D that is filed with respect to that collection period. Any such vote will remain open until the [150^th day] after the date on which the Form 10-D was filed that reported the occurrence of the related delinquency trigger. In any vote, the noteholders will be able to vote to indicate whether or not to conduct an asset representations review.

If a voting quorum of noteholders holding at least 5% of the outstanding principal amount of all notes (exclusive of the outstanding principal amount of any notes that are held by the sponsor or any of its affiliates) participate in the related vote and if noteholders holding a majority of the principal amount of the notes that are voted cast votes that are in favor of directing an asset representations review, then the trustee will promptly notify the asset representations reviewer and the servicer to commence an asset representations review in accordance with the asset representations review agreement. The date on which

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any such notice is provided by the trustee will be the review notice date. If either the required voting quorum of noteholders do not participate in the related vote or if a voting quorum is achieved but noteholders holding a majority of the principal amount of the notes that are voted cast votes that are against directing an asset representations review, then no asset representations review will occur as a result of the related delinquency trigger.

Regardless of (i) whether a vote to conduct an asset representations review is called and (ii) the result of any such vote that is conducted, a subsequent vote may be called in the same manner and subject to the same conditions described in this section if a delinquency trigger is breached again with respect to a future collection period.

Asset Representations Review Procedures

Any review of the automobile loan contracts pursuant to the asset representations review agreement will be performed only on the related delinquency trigger automobile loan contracts. With respect to any such review, the delinquency trigger automobile loan contracts will be those automobile loan contracts that were 60 days or more delinquent when the related delinquency trigger rate was breached.

The servicer will provide the asset representations reviewer with access to the contract files for the delinquency trigger automobile loan contracts and other information necessary for the review of the delinquency trigger automobile loan contracts within 60 days of the review notice date. The asset representations reviewer will complete its review within 60 days after receiving access to all review materials, provided that the review period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided by the servicer within the required time period or that require clarification of any review materials or testing procedures. If any delinquency trigger automobile loan contract is paid in full or repurchased from the issuing entity before the asset representations reviewer has delivered its report pursuant to the asset representations review agreement, the asset representations reviewer will terminate all testing with respect to that delinquency trigger automobile loan contract.

Any asset representations review will consist of performing specific tests for each related representation, as detailed in the asset representations review agreement, and each delinquency trigger automobile loan contract and determining whether each test was passed or failed. These tests were designed by the sponsor to determine whether a delinquency trigger automobile loan contract was not in compliance with the related representations made in the transaction documents at the relevant time, which is usually either at origination of the automobile loan contract or as of the [related] cutoff date or closing date. There may be multiple tests specified in the asset representations review agreement for each such representation. The asset representations review agreement describes what conditions will constitute a test failure with respect to any automobile loan contract that is reviewed as part of an asset representations review.

The tests that are conducted as part of an asset representations review are not designed to determine why an obligor is delinquent or the creditworthiness of the obligor, either at the time of the review or at origination. The tests are not designed to determine whether the servicer serviced the related automobile loan contract in compliance with the sale and servicing agreement after the [related] cutoff date. The tests are not designed to establish cause, materiality or recourse for any failed test. The review is not designed to determine whether the sponsor’s origination, underwriting, purchasing and servicing policies and procedures are adequate, reasonable or prudent. The asset representations reviewer is not responsible for determining whether noncompliance of any delinquency trigger automobile loan contracts with the related representations and warranties constitutes a breach of the transaction documents or whether any such delinquency trigger automobile loan contract is required to be repurchased from the issuing entity.

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Upon completion of an asset representations review, the asset representations reviewer will deliver to the issuing entity, the servicer and the trustee a report on the test results for each delinquency trigger automobile loan contract and each test conducted. Upon receipt of the report, the related review fee pursuant to the asset representations review agreement will be due and payable to the asset representations reviewer according to the priority of payment as described under “—Distributions—Distribution Date Payments.” The servicer will cause a summary of each such report provided by the asset representations reviewer to be included in the Form 10-D that is filed with respect to the collection period during which such asset representations review report is received by the servicer.

Any noteholder may request a full copy of any report delivered by the asset representations reviewer from the servicer or the trustee. If the requesting noteholder is not a noteholder of record, the noteholder must provide the servicer or the trustee, as applicable, with a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). If any requested report contains personally identifiable information regarding obligors, the servicer may condition its or the trustee’s delivery of that portion of the report on the requesting noteholder’s delivery to the servicer of an agreement acknowledging that it may use that information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

Dispute Resolution for Repurchase Requests

If, either based on the results of a review by the asset representations reviewer or otherwise, the servicer, the issuing entity, the trustee, the trust collateral agent or any noteholder determines that a representation or warranty that was made by the depositor or the sponsor regarding an automobile loan contract was breached and that the interests of the noteholders in the related automobile loan contract are materially and adversely affected by the breach, then any such party may demand that the depositor or the sponsor, as applicable, repurchase the affected automobile loan contract in accordance with the terms of the transaction documents. If the holders of notes representing [five] percent or more of the note principal amount of the Controlling Class notify the trust collateral agent that they have determined that such a representation or warranty was breached and that the interests of the noteholders in the related automobile loan contract are materially and adversely affected by the breach, then the trust collateral agent will deliver the related demand to the depositor or the sponsor, as applicable, on behalf of those noteholders. If the depositor or the sponsor, as applicable, agrees that there has been a breach of a representation or warranty and that the interests of the noteholders in the related automobile loan contract are materially and adversely affected by the breach, and if the alleged breach is not remedied as of the last day of the second calendar month following the calendar month in which the demand to repurchase the affected automobile loan contract was first delivered, then the depositor or the sponsor, as applicable, will be obligated to repurchase the affected automobile loan contract.

Any demand to repurchase an automobile loan contract will be resolved if the related automobile loan contract is repurchased in accordance with the transaction documents, if the condition that led to the related breach is remedied, or if the requesting party withdraws its demand to repurchase the affected automobile loan contract. The status of all outstanding repurchase demands will be reported quarterly on Form ABS-15G filings that are made pursuant to Rule 15Ga-1 of the Exchange Act. If any repurchase demand is not resolved by the 180^th day after the demand to repurchase is received, the servicer or the depositor will cause to be included in the Form 10-D that is filed with respect to the collection period during which such 180^th day took place a statement describing the unresolved demand. The party that originally requested the repurchase or any noteholder will then have the right to refer the unresolved repurchase request to either mediation (including non-binding arbitration) or binding arbitration by providing notice to the sponsor and the depositor within 90 days after the date on which the related Form 10-D is filed. Holders of notes representing [five] percent or more of the note principal amount of the

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Controlling Class may also direct the trust collateral agent to provide the related notice to the sponsor and the depositor, and participate in the selected resolution method, on their behalf. The sponsor and the depositor must agree to participate in the selected resolution method. Dispute resolution to resolve repurchase requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the delinquency trigger occurred.

A mediation or arbitration will be administered by [The American Arbitration Association] using its mediation or arbitration rules in effect at the time of the closing date. If [The American Arbitration Association] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization selected by the sponsor and the related mediation or arbitration will be administered by that organization using its relevant rules that are then in effect. However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration that are set forth in the transaction documents, then the procedures set forth in the transaction documents will apply. Any mediation or arbitration will be held at the offices of the mediator or arbitrator or at another location selected by the sponsor or the depositor. Any party or witness may appear by video conference or teleconference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals that is maintained by the mediation or arbitration organization. Any selected mediator or arbitrator must be impartial, knowledgeable about and experienced with the law of the state of New York and will be an attorney with at least [15] years of experience specializing in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

For a mediation, the parties will agree to use commercially reasonable efforts to begin the mediation within [15] business days of the selection of the mediator and to conclude the mediation with [30] days of the start of the mediation. The costs of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation. If the parties fail to agree at the completion of the mediation, the requesting party may refer the repurchase request to arbitration or may commence legal proceedings to resolve the dispute.

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party. Discovery will be completed within [30] days of the selection of the arbitrator and, for each party, will be limited to [two] witness depositions (each not to exceed five hours), [two] interrogatories, [one] document request and [one] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that such additional discovery is reasonable and necessary. Briefs that are presented by the parties will be limited to no more than [ten] pages each and will be limited to initial statements of the case, motions, and a pre-hearing brief. The evidentiary hearing on the merits in the arbitration will begin no later than [60] days after the arbitrator is selected and will continue for no more than [six] consecutive business days, with equal time allotted to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearing on a showing of good cause or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its appointment. The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion. The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination that are permitted under law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the requesting party is forfeiting its right to sue in court, including the right to a trial by jury, with respect to the subject matter of the arbitration.

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No personally identifiable customer information will be produced for purposes of any mediation or arbitration. Each party will agree to keep the details of the repurchase request and the dispute resolution confidential, unless they are required to disclose details pursuant to applicable law.

Noteholder Communication

Three or more holders of the notes may, by written request to the trustee, obtain access to the list of all the noteholders maintained by the trustee for the purpose of communicating with other noteholders with respect to their rights under the indenture or the notes. The trustee may elect not to afford the requesting noteholders access to the list of noteholders if it agrees to mail the desired communication or proxy, on behalf of and at the expense of the requesting noteholders, to all noteholders.

Any noteholder may also send a request to the issuing entity or to the servicer, on behalf of the issuing entity, stating that the noteholder wishes to communicate with other noteholders about the possible exercise of rights under the transaction documents. The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder. If the requesting noteholder is not a noteholder of record, the noteholder must provide a written certification stating that the requesting noteholder is a beneficial owner of a note, together with supporting documentation supporting that statement (such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note). The issuing entity will promptly deliver any such request that it receives to the servicer. On receipt of a communication request, the servicer or the depositor, at the servicer’s expense, will include in the Form 10-D filed in the next month the following information:

• a statement that the issuing entity received a communication request,

• the date the request was received,

• the name of the requesting noteholder,

• a statement that the requesting noteholder is interested in communication with other noteholders about the possible exercise of rights under the transaction documents, and

• a description of the method by which the other noteholders may contact the requesting noteholder.

Any expenses of the issuing entity or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the related Form 10-D, will be paid by the servicer.

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Material Legal Aspects of the Automobile Loan Contracts

General

The transfer of automobile loan contracts by the sponsor to the depositor and by the depositor to the issuing entity, the perfection of the security interests in the automobile loan contracts, and the enforcement of rights to realize on the vehicles are all subject to a number of federal and state laws, including the UCC as codified in various states. The servicer will take necessary actions to perfect the trust collateral agent’s rights in the automobile loan contracts. If, through inadvertence or otherwise, a third party were to purchase — including the taking of a security interest in — an automobile loan contract for new value in the ordinary course of its business, without actual knowledge of the issuing entity’s interest, and then were to take possession of the automobile loan contract, that purchaser would acquire an interest in the automobile loan contract superior to the issuing entity’s interest. No entity will take any action to perfect the trust collateral agent’s right in proceeds of any insurance policies covering individual vehicles or obligors. Therefore, the rights of a third party with an interest in these proceeds could prevail against the rights of the issuing entity prior to the time the servicer deposits the proceeds into a trust account.

Security Interests in the Financed Vehicles

General

In all of the states in which automobile loan contracts have been [or will be] originated, the credit sales of automobiles to consumers are evidenced either by retail installment sales automobile loan contracts or by promissory notes with a security interest in the vehicle. The retail installment sales automobile loan contracts and promissory notes with a security interest are either chattel paper under the UCC or, with respect to installment sales automobile loan contracts and promissory notes with a security interest that are generated in an electronic format, electronic chattel paper under the UCC.

Perfection of security interests in automobiles is generally governed by the vehicle registration or titling laws of the state in which each vehicle is registered or titled. In most states a security interest in a vehicle is perfected by noting the secured party’s lien on the vehicle’s certificate of title. In certain states, a security interest in a vehicle may be perfected by electronic recordation, by either a third-party service provider or the relevant state registrar of titles, which indicates that the lien of the secured party on the vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state.

Perfection

The sponsor will sell and assign the automobile loan contracts and its security interests in the vehicles to the depositor, which shall then sell such automobile loan contracts and the related security interests to the issuing entity. The issuing entity will grant an interest in the automobile loan contracts, the security interests in the vehicles and related property to the trust collateral agent on behalf of the noteholders.

Because of the administrative burden and expense, none of the sponsor, the servicer, the trust collateral agent or the trustee will amend any physical or electronic certificate of title to identify the trust collateral agent as the new secured party on the certificates of title. However, UCC financing statements will be filed in the appropriate jurisdictions in order to perfect each transfer or pledge of the automobile loan contracts between the sponsor, the depositor, the issuing entity and the trust collateral agent or the trustee. Furthermore, although the trust collateral agent will not rely on possession of the automobile loan contracts as the legal basis for the perfection of its interest in the automobile loan contracts or in the security interests in the vehicles, the servicer will continue to hold the automobile loan contracts and any certificates of title (or electronic evidence of the certificates of title) in its possession, either directly or

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through an agent, on behalf of the trust collateral agent or, with respect to electronic loans, a third-party service provider will maintain control over the automobile loan contracts on behalf of the trust collateral agent. This is intended to preclude any other party from claiming a competing security interest in the automobile loan contracts on the basis that their security interest is perfected by possession.

In most states, a secured creditor can perfect its security interest in a motor vehicle against creditors and subsequent purchasers who do not have notice of the secured creditor’s interest only by one or more of the following methods:

● depositing with the related Department of Motor Vehicles or analogous state office a properly endorsed certificate of title for the vehicle showing the secured party as legal owner or lienholder on the vehicle;

● in those states that permit electronic recordation of liens, submitting for an electronic recordation, by either a third-party service provider or the relevant state registrar of titles, which indicates that the lien of the secured party on the vehicle is recorded on the original certificate of title on the electronic lien and title system of the applicable state;

● filing a sworn notice of lien with the related Department of Motor Vehicles or analogous state office and noting the lien on the certificate of title; or

● if the vehicle has not been previously registered, filing an application in usual form for an original registration together with an application for registration of the secured party as legal owner or lienholder, as the case may be.

However, under the laws of most states, a transferee of a security interest in a motor vehicle is not required to reapply to the related Department of Motor Vehicles or analogous state office for a transfer of registration when the security interest is sold or transferred by the lienholder to secure payment or performance of an obligation. Accordingly, under the laws of these states, the assignment by the sponsor of its interest in the automobile loan contracts to the trust collateral agent effectively conveys the sponsor’s security in the automobile loan contracts and, specifically, the vehicles, without re-registration and without amendment of any lien noted on the certificate of title, and the trust collateral agent will succeed to the sponsor’s rights as secured party.

Although it is not necessary to re-register the vehicle to convey the perfected security interest in the vehicles to the trust collateral agent, the trust collateral agent’s security interest could be defeated through fraud, negligence, forgery or administrative error because it may not be listed as legal owner or lienholder on the certificates of title. However, in the absence of these events, the notation of the sponsor’s lien on the certificates of title will be sufficient to protect the issuing entity against the rights of subsequent purchasers or subsequent creditors who take a security interest in a vehicle. The sponsor will represent and warrant that it has taken all action necessary to obtain a perfected security interest in each vehicle. If there are any vehicles for which the sponsor failed to obtain a first priority perfected security interest, the sponsor’s security interest would be subordinate to, among others, subsequent purchasers and the holders of first priority perfected security interests in these vehicles. Such a failure, however, would constitute a breach of the sponsor’s and the depositor’s representations and warranties regarding the related financed vehicle and if the breach materially and adversely affects the noteholders it would trigger the sponsor and the depositor’s obligations to repurchase the related automobile loan contracts from the issuing entity, unless the breach were cured.

Continuity of Perfection

Under the laws of most states, a perfected security interest in a motor vehicle continues until the owner re-registers the motor vehicle in the new state. To re-register a vehicle, a majority of states require the registering party to surrender the certificate of title. In those states that require a secured party to take

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possession of the certificate of title to maintain perfection, the secured party would learn of the re-registration through the obligor’s request for the certificate of title so it could re-register the vehicle. In the case of vehicles registered in states that provide for notation of a lien on the certificate of title but which do not require possession, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to reperfect its security interest in the vehicle in the new state. However, these procedural safeguards will not protect the secured party if, through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require the re-registering party to surrender the certificate of title, re-registration could defeat perfection. The transaction documents require the servicer to take steps to re-perfect the security interest in financed vehicles upon receiving notice of re-registration or information from the obligor that it relocated. Similarly, when an obligor sells a financed vehicle, the servicer will have an opportunity to require that the automobile loan contract be satisfied before it releases the lien. This opportunity arises because the servicer will be required to surrender possession of the certificate of title in connection with the sale, or because the servicer will receive notice as a result of its lien being noted on the related certificate of title.

Priority of Certain Liens Arising by Operation of Law

Under the laws of most states, statutory liens take priority over even a first priority perfected security interest in a vehicle. These statutory liens include:

● mechanic’s, repairmen’s and garagemen’s liens;

● motor vehicle accident liens;

● towing and storage liens;

● liens arising under various state and federal criminal statutes; and

● liens for unpaid taxes.

The UCC also grants certain federal tax liens priority over a secured party’s lien. Additionally, the laws of most states and federal law permit governmental authorities to confiscate motor vehicles under certain circumstances if used in or acquired with the proceeds of unlawful activities. Confiscation may result in the loss of the perfected security interest in the vehicle. The sponsor will represent and warrant that, as of the [initial] cutoff date, each security interest in a financed vehicle shall be a valid, binding and enforceable first priority security interest in that financed vehicle. However, liens for repairs or taxes superior to the trust collateral agent’s security interest in any vehicle, or the confiscation of a vehicle, could arise at any time during the term of an automobile loan contract. No notice will be given to the trust collateral agent or the trustee or any noteholder in the event these types of liens or confiscations arise. Moreover, any liens of these types or any confiscation arising after the closing date would not give rise to the sponsor’s repurchase obligation.

Repossession

In the event an obligor defaults, the holder of the related automobile loan contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Under the UCC, a secured party’s remedies include the right to repossession by self-help, unless self-help would constitute a breach of the peace. Unless a vehicle is voluntarily surrendered, self-help repossession is accomplished simply by taking possession of the financed vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a secured party must obtain a court order from the appropriate state court, and the vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify the debtor of the

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default and the intent to repossess the collateral and then must give the debtor a time period within which to cure the default. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related automobile loan contract. Other jurisdictions permit repossession without prior notice if it can be accomplished without a breach of the peace — although in some states, a course of conduct in which the creditor has accepted late payments has been held to create a right by the obligor to receive prior notice.

Notice of Sale; Redemption Rights

The UCC and other state laws require a secured party to provide an obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. In addition, some states also impose substantive timing requirements on the sale of repossessed vehicles and/or various substantive timing and content requirements on the notices. In some states, after a financed vehicle has been repossessed, the obligor may reinstate the contract by paying the delinquent installments and other amounts due. In all states, the obligor typically has the right to redeem the collateral prior to actual sale or entry by the secured party into a contract for sale of the collateral by paying the secured party:

● the unpaid principal balance of the automobile loan contract;

● accrued interest on the automobile loan contract;

● the secured party’s reasonable expenses for repossessing, holding, and preparing the collateral for sale and arranging for its sale (where allowed by law), plus, in some jurisdictions, reasonable attorneys’ fees and legal expenses; or

● in some other states, by paying the delinquent installments on the unpaid principal balance on the automobile loan contracts.

Deficiency Judgments and Excess Proceeds

The proceeds from the resale of financed vehicles generally will be applied first to the expenses of resale and repossession and then to satisfying the obligor’s outstanding debt under the automobile loan contract. In many instances, the remaining principal balance under the automobile loan contract will exceed the liquidation proceeds remaining after these expenses are paid. Under the UCC and laws applicable in some states, a creditor is entitled to bring an action to obtain a deficiency judgment from a debtor for any deficiency on repossession and resale of a motor vehicle securing such debtor’s automobile loan contract. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and defaulting obligors generally have very little capital or sources of income available following repossession that they could use to satisfy such a personal judgment. Additionally, in some states a creditor is prohibited from seeking a deficiency judgment from a debtor whose financed vehicle had an initial cash sales price less than a specified amount, usually between $1,000 and $3,000. Some states impose prohibitions, limitations or notice requirements on actions for deficiency judgments. Therefore, in many cases, it may not be useful to seek a deficiency judgment against an obligor or, if one is obtained, it may either be settled by the servicer at a significant discount or be uncollectible.

In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be “commercially reasonable.” Courts have held that when a sale is not “commercially reasonable,” the secured party loses its right to a deficiency judgment. Also, prior to a sale, the UCC permits the debtor or other interested person to obtain an order mandating that the secured party refrain from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the “default” provisions under the UCC.

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Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default.

Occasionally, after a secured party sells a vehicle and uses the sale proceeds to pay all expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to the vehicle or if no subordinate lienholder exists or if there are remaining funds after the subordinate lienholder is paid, the UCC requires the creditor to remit the surplus to the obligor.

Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include:

● the Truth-in-Lending Act;

● the Equal Credit Opportunity Act;

● the Federal Trade Commission (FTC) Act;

● the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act;

● the Telephone Consumer Protection Act (TCPA);

● the Fair Debt Collection Practices Act;

● the Dodd-Frank Wall Street Reform and Consumer Protection Act;

● the Magnuson-Moss Warranty Act;

● the Federal Reserve Board’s Regulations B and Z;

● the Gramm-Leach-Bliley Act;

● state adaptations of the Uniform Consumer Credit Code;

● state motor vehicle retail installment sale and loan acts;

● state servicing laws;

● state insurance laws;

● state “lemon” laws; and

● other similar laws.

In addition, the laws of some states impose finance charge ceilings and other restrictions on consumer transactions and require other disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the trust collateral agent’s or the trustee’s ability to enforce consumer finance loans such as the automobile loan contracts.

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The FTC’s “holder-in-due-course rule” has the effect of subjecting any assignee of the seller in a retail installment sale, and other related creditors and their assignees, to all claims and defenses which the obligor in the transaction could assert against the retail seller. However, liability under the holder-in-due-course rule is limited to the amounts paid by the obligor under the automobile loan contract. Because of the holder-in-due-course rule, the assignee may be unable to collect any balance due from the obligor. The holder-in-due-course rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in some states. To the extent that the automobile loan contracts will be subject to the requirements of the holder-in-due-course rule, the trust collateral agent or the trustee, as holder of the automobile loan contracts, will be subject to any claims or defenses that the purchaser of the related vehicle may assert against the related retail seller. These claims will be limited to a maximum liability equal to the amounts paid by the obligor under the related automobile loan contract.

Under most state vehicle dealer licensing laws, sellers of automobiles must be licensed to sell vehicles at retail sale. In addition, the FTC’s rule on sale of used vehicles requires that all sellers of used vehicles prepare, complete and display a “Buyer’s Guide” explaining the warranty coverage for the vehicles. Furthermore, federal odometer regulations and the motor vehicle title laws of most states require that all sellers of used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. If a seller is not properly licensed or if the seller did not provide either a buyer’s guide or odometer disclosure statement to the purchaser, the obligor may be able to assert a defense against the seller. If an obligor on an automobile loan contract were successful in asserting these claims or defenses, the servicer would pursue on behalf of the issuing entity any reasonable remedies against the vehicle seller or manufacturer.

Any loss, to the extent not covered by credit enhancement, could result in losses to noteholders. If an obligor were successful in asserting any claim or defense described in the two immediately preceding paragraphs, the claim or defense may constitute a breach of a representation or warranty under the transaction documents and may create an obligation of the sponsor to repurchase the automobile loan contract unless the breach were cured.

The sponsor and the depositor will each represent and warrant that each automobile loan contract complies with all requirements of law in all material respects. Accordingly, if an obligor has a claim against the trust collateral agent or the trustee because the sponsor or the depositor violated any law and the claim materially and adversely affects the noteholders, the violation would create an obligation of the sponsor or the depositor to repurchase the automobile loan contract unless the violation were cured.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act, or the Relief Act, and similar state legislation in most states, the holder of an automobile loan contract may not charge an obligor who enters military service after the obligor takes out an automobile loan contract more than a 6% annual rate, including fees and charges, during the obligor’s active duty status, unless a court orders otherwise upon application of the lender. The Relief Act applies to obligors who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard, and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military, in all cases who have provided appropriate documentation to the servicer establishing the applicability of the Relief Act to their automobile loan contract. Because the Relief Act applies to obligors who enter military service, including reservists who are called to active duty, after origination of the automobile loan contract, the sponsor cannot provide information as to the number of automobile loan contracts that may be affected by the provisions of the Relief Act. Application of the Relief Act could adversely affect, for an indeterminate period of time, the servicer’s ability to collect full amounts of interest on any affected automobile loan contracts. Any shortfall in interest collections resulting from the application of the Relief Act or similar legislation or regulations, which would not be recoverable from the related automobile loan contracts, would result in a reduction of the amounts distributable to noteholders and may not be covered by any form of credit enhancement provided in connection with the notes.

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In addition, the Relief Act imposes limitations that would impair the ability of the servicer to repossess an automobile loan contract during the obligor’s period of active duty status. Thus, in the event that the Relief Act or similar legislation or regulations applies to any automobile loan contract which goes into default, there may be delays in payment and losses on the notes. Any other interest shortfalls, deferrals or forgiveness of payments on the automobile loan contracts resulting from similar legislation or regulations may result in delays in payments or losses to noteholders.

Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of the issuing entity, the depositor or the servicer to repossess a vehicle or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a motor vehicle, and, as part of the rehabilitation plan, may reduce the amount of the secured indebtedness to the market value of the motor vehicle at the time of bankruptcy, leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under an automobile loan contract or change the rate of interest and time of repayment of the indebtedness. Any such shortfall, to the extent not covered by credit enhancement, could result in losses to noteholders.

Dodd-Frank Orderly Liquidation Framework

General

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted. The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation, or the FDIC, authority to act as receiver of bank holding companies, financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority, or OLA, as described in more detail below. The OLA provisions were effective on July 22, 2010. The proceedings, standards, powers of the receiver and many other substantive provisions of OLA differ from those of the Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will have on any particular company, including the sponsor, the depositor or the issuing entity, or their respective creditors.

Potential Applicability to the Sponsor, the Depositor and Issuing Entity

There is uncertainty about which companies will be subject to OLA rather than the Bankruptcy Code. For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that the company is in default or in danger of default, the failure of such company and its resolution under the Bankruptcy Code would have serious adverse effects on financial stability in the United States, no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

The issuing entity or the depositor could also potentially be subject to the provisions of OLA as a “covered subsidiary” of the sponsor. For the issuing entity or the depositor to be subject to receivership under OLA as a covered subsidiary of the sponsor (1) the FDIC would have to be appointed as receiver for the sponsor under OLA as described above, and (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) the issuing entity or depositor is in default or in danger of default, (b) the liquidation of that covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of the sponsor.

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There can be no assurance that the Secretary of the Treasury would not determine that the failure of the sponsor or any potential covered subsidiary thereof would have serious adverse effects on financial stability in the United States. In addition, no assurance can be given that OLA would not apply to the sponsor, the depositor or the issuing entity or, if it were to apply, that the timing and amounts of payments to the noteholders would not be less favorable than under the Bankruptcy Code.

FDIC’s Avoidance Power Under OLA

The provisions of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws. If the sponsor were to become subject to OLA, there is an interpretation under OLA that previous transfers of automobile loan contracts by the sponsor perfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers. In this case the automobile loan contracts securing the notes could be reclaimed by the FDIC and the noteholders may have only an unsecured claim against the sponsor.

In July 2011, the FDIC adopted final rules which harmonize the application of the FDIC’s avoidance power under OLA with the related provisions under the U.S. federal bankruptcy laws. Based on these rules, the transfer of the automobile loan contracts by the sponsor would not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA

If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate any contract to which the company was a party if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law, or changes the enforceability of standard contractual provisions meant to foster the bankruptcy-remote treatment of special purpose entities such as the depositor and the trust, and that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by that company prior to the end of the applicable transition period of any such future regulation, provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that company under the U.S. federal bankruptcy laws.

The sponsor and the depositor intend that the sale of the automobile loan contracts by the sponsor to the depositor will constitute a “true sale” between separate legal entities under applicable state law. As a result, the sponsor believes that the FDIC would not be able to recover the automobile loan contracts using its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur prior to the end of any applicable transition period adopted to implement future regulation addressing the FDIC’s repudiation authority under OLA. However, there can be no assurance that the FDIC will address its repudiation authority under OLA in future regulations or that future regulations or subsequent FDIC actions in an OLA proceeding involving the sponsor, the depositor or the issuing entity would not be contrary to this opinion.

If the issuing entity were placed in receivership under OLA, the FDIC would have the power to repudiate the notes. In that case, the FDIC would be required to pay compensatory damages that are no less than the principal amount of the notes plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is greater than the principal

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amount of the notes and any accrued interest through the date of repudiation or disaffirmance, such accrued interest.

Material U.S. Federal Income Tax Consequences

General

Below is a description of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus. This description is based on the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities all as in effect as of the date of this prospectus, and all of which are subject to change, perhaps with retroactive effect. There are no cases or Internal Revenue Service, or “IRS,” rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes. The IRS may challenge the conclusions reached in this description, and no ruling from the IRS has been or will be sought on any of the issues described below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions in this prospectus.

This description does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited descriptions of particular topics, to noteholders subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations, regulated investment companies, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets. This information is directed only to prospective noteholders who:

● purchase notes in the initial distribution of the notes, and

● hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

As used in this section of the prospectus, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

● a citizen or resident of the United States,

● a corporation created or organized in or under the laws of the United States, any state of the United States or the District of Columbia,

● an estate whose income is subject to U.S. federal income tax regardless of its source, or

● a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. Persons have the authority to control all substantial decisions of the trust or that has made a valid election under applicable Treasury Regulations to be treated as a U.S. Person.

As used in this section of the prospectus, the term “non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partners in such a partnership are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

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Prospective noteholders are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and any other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of the Issuing Entity

In the opinion of Katten Muchin Rosenman LLP, tax counsel to the depositor, assuming compliance with the terms of the Transaction Documents, [to the extent that the [publicly offered] notes are treated as indebtedness for all tax purposes, the issuing entity will be classified as a grantor trust under subtitle A, chapter 1, subchapter J of the Internal Revenue Code, and not]/[the issuing entity will not be characterized] as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

[Although it is the opinion of tax counsel that, for federal income tax purposes, the issuing entity will be classified as a grantor trust to the extent that the [publicly offered] notes are treated as indebtedness for all tax purposes, this opinion is not binding on the IRS and no assurance can be given that this characterization will prevail. If the equity interests in the issuing entity are beneficially held by more than one person and the IRS successfully asserted that the issuing entity is not properly classified as a grantor trust, then the issuing entity would be treated as a partnership for federal tax purposes. If so treated, each holder of an equity interest in the issuing entity (including holders of any [publicly offered] notes that have been recharacterized as equity for federal tax purposes), would be required to take into account its allocable share of items of the issuing entity’s income, gain, loss, deduction and credit for each of the taxable years ending with or within the taxable year of such holder, regardless of whether the holder has received any distributions on such holder’s equity interest. Such a recharacterization might result in other material adverse federal income tax consequences to beneficial owners of equity in the issuing entity.] Tax counsel will also opine that the [publicly offered] notes [other than the Class [__] Notes] will [and, although the conclusion is not free from doubt, the Class [__] Notes should] be characterized as indebtedness for U.S. federal income tax purposes to the extent such notes are treated as beneficially owned by a person other than the depositor or its affiliates for such purposes. If, contrary to the opinion of tax counsel, the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, such class or classes of notes might be treated as equity interests in the issuing entity. If so treated, the issuing entity might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including being unable to reduce its taxable income by deductions for interest expense on notes recharacterized as equity. Alternatively, the issuing entity could be treated as a publicly traded partnership that would not be taxable as a corporation because it would satisfy an applicable safe harbor. Nonetheless, treatment of the notes as equity interests in a publicly traded partnership could have adverse tax consequences to certain noteholders. For example, income to certain tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income to non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be subject to some limitations on their ability to deduct their share of the issuing entity’s expenses.

Tax Characterization and Treatment of the Notes

Characterization as Debt. The depositor agrees, and each noteholder will be deemed to agree by its acceptance of a note, to treat the notes as indebtedness for all U.S. federal, state and local income and franchise tax purposes. There are no Treasury regulations, published rulings or judicial decisions involving the characterization for U.S. federal income tax purposes of securities with terms substantially the same as the notes. In general, whether instruments such as the notes constitute indebtedness for U.S. federal income tax purposes is a question of fact, the resolution of which is based primarily upon the economic substance of the instruments and the transaction under which they are issued rather than merely upon the form of the transaction or the manner in which the instruments are labeled. The IRS and the courts have identified various factors to be taken into account in determining, for U.S. federal income tax purposes, whether or not an instrument constitutes indebtedness and whether a transfer of property is a sale because the transferor has relinquished substantial incidents of ownership in the property or whether the transfer is a borrowing

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secured by the property. On the basis of its analysis of the above factors as applied to the facts and its analysis of the economic substance of the contemplated transaction, tax counsel is of the opinion that, for U.S. federal income tax purposes, assuming compliance with the terms of the transaction documents, the [publicly offered] notes [other than the Class __ Notes] will [and, although the conclusion is not free from doubt, the Class __ Notes should] be characterized as indebtedness to the extent such notes are treated as beneficially owned by a person other than the depositor and its affiliates, for such purposes. The depositor, the servicer, the trustee and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes. Neither the opinion of tax counsel nor the agreement to treat the notes as debt is binding on the IRS or the courts.

For a description of the potential U.S. federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “— Tax Characterization of the Issuing Entity” above.

Treasury Regulations issued under Section 385 of the Internal Revenue Code address the debt or equity treatment of any notes held by members of the issuing entity’s “expanded group.” If any notes held by members of the issuing entity’s expanded group are recharacterized as stock and such notes are subsequently transferred to a person outside of the expanded group, then on request by that person, the issuing entity will provide or cause to be provided information reasonably requested by that person to determine the issue date and issue price of the transferred notes.

Treatment of Stated Interest. The stated interest on a note that constitutes “qualified stated interest” will be taxable to a holder as ordinary income when received or accrued according to the holder’s method of tax accounting. For stated interest to be qualified stated interest it must be payable at least annually at a single rate that takes into account the length of the interval between interest payment dates, and reasonable remedies must exist to compel timely payment or the terms of the instrument must make late payment or non-payment sufficiently remote for purposes of the original issue discount, or OID, rules. [Although stated interest on the Class __ Notes can be deferred under certain circumstances, the issuing entity intends to treat the potential deferral as sufficiently remote for purposes of the OID rules and treat the stated interest on the [offered] notes as qualified stated interest.]

Original Issue Discount. In general, OID is the excess of the stated redemption price at maturity of a debt instrument over its issue price, unless that excess is less than a de minimis amount (i.e., 0.25% of the principal amount multiplied by the weighted average maturity of the debt instrument). A note’s stated redemption price at maturity is the aggregate of all payments required to be made under the note except qualified stated interest. The issue price will be the first price at which a substantial amount of notes are sold, excluding sales to bond houses, brokers or similar persons acting as underwriters, placement agents or wholesalers. A holder of notes treated as issued with OID that is not de minimis must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, generally under a constant yield method. All stated interest payments on a note that matures one year or less from the date it is issued are included in the stated redemption price at maturity of the note and, therefore, are treated as OID. The issuing entity does not anticipate issuing the [Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, or Class D Notes] with OID. The Class ___ Notes may be issued with OID.

[The Class ___ Notes will be issued with OID and will be subject to additional rules applicable to “short-term obligations” because they have a maturity date of not more than one year from the date of issuance. All stated interest payments on short-term obligations are included in their stated redemption price at maturity and, therefore, are treated as OID. A holder of short-term obligations generally must:

● include amounts treated as OID in income when received or accrued, depending on the holder’s method of accounting,

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● include in ordinary income any gain realized on the sale, exchange or retirement of the short-term obligation to the extent of the unrecognized OID (determined as a ratable share of OID over the number of days the short-term obligation is held, or if an election is made regarding the short-term obligation, on the basis of its yield to maturity and daily compounding), and

● defer deductions for interest expense on any indebtedness incurred or continued to purchase or carry the short-term obligation in an amount not exceeding the unrecognized OID until it is recognized.]

Although, the issuing entity intends to make all payments of stated interest on all classes of notes on a current basis and, therefore, the issuing entity believes any deferral of interest with respect to any class of notes would be a remote and incidental contingency, it is not an event of default with respect to the Class [                    ] Notes to defer interest payments with respect to such notes under certain circumstances. In the case of such a deferral, the notes with respect to which interest is deferred would be treated as reissued for purposes of the OID rules at the time of the interest deferral and at that time such notes may be treated as OID obligations. A holder of notes treated as issued with OID must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, generally under a constant yield method. For purposes of determining the accrual of any OID on the notes, the issuing entity will use a prepayment assumption of [__]% ABS. In addition, a subsequent purchaser who buys a note for less than its principal amount may be subject to the “market discount” rules of the Internal Revenue Code. A subsequent purchaser who buys a note for more than its principal amount may be subject to the “market premium” rules of the Internal Revenue Code. No representation is made that these notes will prepay in accordance with that assumption or in accordance with any other assumption.

Disposition of Notes. If a noteholder sells or disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note. The holder’s adjusted tax basis will equal the holder’s cost for the note, increased by any OID and market discount previously included by the noteholder in income on the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by the noteholder on the note. Any gain or loss on a sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information Reporting and Backup Withholding. The trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each holder who is not an exempt holder will be required to provide to the trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a holder fail to provide the required certification, the trustee will be required to withhold the tax from interest otherwise payable to the holder and pay the withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders. Subject to the application of the FATCA withholding tax described in “—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” below, a non-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf and not in connection with the conduct of a U.S. trade or business will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless the non-U.S. noteholder is a direct or indirect 10% or greater owner of the issuing entity or a controlled foreign corporation related to the issuing entity. To qualify for the exemption from taxation, the withholding agent must have received a statement from the individual or corporation that:

● is signed under penalties of perjury by the beneficial owner of the note,

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● certifies that the beneficial owner is not a U.S. noteholder, and

● provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment before payment to a non-U.S. noteholder (which itself is not a withholding agent). This statement is made on an IRS Form W-8BEN or IRS Form W-8BEN-E, which generally is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect. Under some circumstances, an IRS Form W-8BEN or IRS Form W-8BEN-E can remain effective indefinitely. The beneficial owner must inform the withholding agent within 30 days of a change in circumstances that makes any information on the form incorrect and furnish a new IRS Form W-8BEN or IRS Form W-8BEN-E to the withholding agent.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income on its investment in a note is effectively connected with the conduct of a U.S. trade or business will generally be taxed as if the holder was a U.S. noteholder.

Some securities clearing organizations, and other entities who are not beneficial owners, may be able to provide an IRS Form W-8IMY (or the appropriate substitute form) to the withholding agent. However, in this case, the IRS Form W-8IMY may require a copy of the beneficial owner’s IRS Form W-8BEN or IRS Form W-8BEN-E (or the appropriate substitute form).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:

● the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, and

● in the case of a foreign individual, the non-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, the holder, although exempt from the withholding tax described above, if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular U.S. federal income tax rates. In addition, if the non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under a tax treaty.

Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities. A 30% withholding tax generally will apply to payments of interest on notes that are made to foreign financial institutions and certain non-financial foreign entities. Such withholding tax, imposed under Sections 1471 through 1474 of the Internal Revenue Code, or FATCA, generally will not apply where such payments are made to (i) a foreign financial institution that enters into and complies with an agreement with the IRS to, among other requirements, undertake to identify accounts held by certain U.S. Persons or U.S.-owned foreign entities, report annually certain information about such accounts and withhold tax as may be required by that agreement, or (ii) a non-financial foreign entity that certifies it does not have any substantial U.S. owners, furnishes identifying information about each substantial U.S. owner, or is otherwise exempt from such information disclosure under FATCA. Alternative requirements may apply to foreign entities subject to an intergovernmental agreement for the implementation of FATCA. The FATCA withholding tax applies regardless of whether a payment otherwise would be exempt from U.S. non-resident withholding tax

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(such as under the portfolio interest exemption or as capital gain) and regardless of whether a foreign financial institution is the beneficial owner of a payment. Prospective noteholders should consult their own tax advisors about the application and requirements of information reporting and withholding under FATCA and any intergovernmental agreement for the implementation of FATCA.

State and Local Tax Considerations

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the issuing entity or the tax consequences to the issuing entity or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax. Prospective noteholders are encouraged to consult their tax advisors about state and local taxation of the issuing entity and state and local tax consequences of the purchase, ownership and disposition of notes.

ERISA Considerations

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or ERISA, and the Internal Revenue Code impose duties and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to the fiduciary responsibility provisions of Title I of ERISA and/or Section 4975 of the Internal Revenue Code, referred to as “plans,” and some entities (including insurance company general accounts) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans.

Plans that are subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code generally may purchase the [publicly offered] notes. Although it is not certain, the [publicly offered] notes are expected to be treated as “debt” and not as “equity interests” for purposes of U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, or the “plan assets regulation,” because the [publicly offered] notes:

● are expected to be treated as debt for U.S. federal income tax purposes, and

● should not be deemed to have “substantial equity features.”

Any person who exercises authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan. Under ERISA’s general fiduciary standards, before investing in the [publicly offered]notes, a plan fiduciary should determine, among other factors:

● whether the investment is permitted under the plan’s governing documents,

● whether the fiduciary has the authority to make the investment,

● whether the investment is consistent with the plan’s funding objectives,

● the tax effects of the investment,

● whether under the general fiduciary standards of investment prudence and diversification an investment in the [publicly offered] notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and

● whether the investment is prudent considering the factors described in this prospectus.

In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Internal Revenue Code. A violation of these rules may result in the imposition of significant excise taxes and other liabilities.

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A fiduciary of a plan should carefully review with its legal and other advisors whether the purchase, holding or disposition of any [publicly offered] notes could give rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the Internal Revenue Code, and should read “ERISA Considerations” about the restrictions on the purchase, holding or disposition of the notes offered by this prospectus. Unless otherwise stated, references to the purchase, holding and disposition of the [publicly offered] notes in these sections also refer to the purchase, holding or disposition of an interest or participation in the [publicly offered] notes.

Prohibited Transactions

Whether or not an investment in the [publicly offered] notes will give rise to a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code will depend on whether the assets of the trust will be deemed to be “plan assets” of a plan investing in [publicly offered] notes issued by the trust. Under the plan assets regulation, a plan’s assets may be deemed to include an interest in the underlying assets of the trust if the plan acquires an “equity interest” in the trust and none of the exceptions in the plan assets regulation are applicable. In general, an “equity interest” is defined under the plan assets regulation as any interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

As described above, the depositor believes that the [publicly offered] notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation. This assessment is based on the traditional debt features of the [publicly offered] notes, including the reasonable expectation of purchasers of the [publicly offered] notes that the [publicly offered] notes will be repaid when due, traditional default remedies, and on the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the [publicly offered] notes are treated as debt for ERISA purposes, the purchase, holding or disposition of the [publicly offered] notes by or on behalf of a plan could be considered to give rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the owner trustee, the trustee, any underwriter or any of their affiliates, including the sponsor, is or becomes a “party in interest” under ERISA or a “disqualified person” under Section 4975 of the Internal Revenue Code for the plan. In this case, exemptions from the prohibited transaction rules could apply to the purchase, holding and disposition of [publicly offered] notes by or on behalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a [publicly offered] note and the relationship of the party in interest to the plan investor. Included among these exemptions are:

● prohibited transaction class exemption 84-14, regarding transactions effected by qualified professional asset managers,

● prohibited transaction class exemption 90-1, regarding transactions entered into by insurance company pooled separate accounts,

● prohibited transaction class exemption 91-38, regarding transactions entered into by bank collective investment funds,

● prohibited transaction class exemption 95-60, regarding transactions entered into by insurance company general accounts, and

● prohibited transaction class exemption 96-23, regarding transactions effected by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide an exemption for some transactions between a plan and a person that is a party in interest or disqualified person for a plan solely by reason of providing services to the plan or having a relationship with a service provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a

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fiduciary for the assets of the plan involved in the transaction), if the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction. However, even if the conditions in one or more of these exemptions are met, the scope of relief may not necessarily cover all acts that might be construed as prohibited transactions.

Any plan that purchases, holds or disposes of the [publicly offered] notes will be deemed to have represented that its purchase, holding or disposition of the [publicly offered] notes is not and will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

Due to the possibility that the issuing entity, depositor, sponsor, servicer, trustee, owner trustee, underwriters, or any of their respective affiliates may receive certain benefits in connection with the sale or holding of the [publicly offered] notes, the purchase of the [publicly offered] notes using plan assets over which any of these parties or their affiliates has investment authority, or renders investment advice for a fee with respect to the plan assets, or is the employer or other sponsor of the plan, might be deemed to be a violation of a provision of Title I of ERISA or Section 4975 of the Internal Revenue Code. Accordingly, the [publicly offered] notes may not be purchased using the assets of any plan if the issuing entity, depositor, sponsor, servicer, trustee, owner trustee, underwriters or any of their respective affiliates has investment authority, or renders investment advice for a fee with respect to the assets of the plan, or is the employer or other sponsor of the plan, unless an applicable prohibited transaction exemption is available to cover the purchase or holding of the [publicly offered] notes or the transaction is not otherwise prohibited.

Benefit Plans Not Subject to ERISA or the Internal Revenue Code

Some employee benefit plans, such as governmental plans, foreign plans and some church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code. However, these plans may be subject to other federal, state, local or non-U.S. laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Internal Revenue Code (each, a similar law). In addition, a plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code. Each plan that is subject to a similar law, and each person acting on behalf of or investing the assets of the plan, that purchases, holds or disposes of [publicly offered] notes will be deemed to have represented that its purchase, holding and disposition of the [publicly offered] notes is not and will not result in a non-exempt violation of similar law.

[Class __ Notes Prohibited From Purchase by Plans

Due to the uncertainty surrounding their debt treatment, the Class __ Notes may not be purchased by or on behalf of plans or using plan assets of a plan. A prospective purchaser, holder or transferee of the Class __ Notes is required to represent (or in the case of Book-Entry Class __ Notes, will be deemed to have represented) that it is not a plan, including any plan subject to similar law, or acting on behalf of or using plan assets of any such plan to effect such purchase or transfer of a Class __ Note.]

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Pool Factors

The “pool factor” for each note is a seven-digit decimal, which the servicer will compute prior to each distribution. The pool factor indicates the remaining outstanding principal amount of a class of notes as of the applicable distribution date, as a fraction of the initial outstanding principal amount of the notes. Each pool factor will be initially 1.0000000, and thereafter will decline to reflect reductions in the outstanding principal amount of the applicable note.

A noteholder’s portion of the aggregate outstanding principal amount of the related note is the product of:

● the original aggregate principal amount of the notes purchased by that noteholder; and

● the applicable pool factor.

The noteholders of record will receive reports on or about each distribution date concerning:

● the payments received on the automobile loan contracts;

● the Pool Balance;

● each pool factor; and

● other items of information.

In addition, noteholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law.

Legal Investment

Money Market Investment

The Class A-1 Notes will be structured to be eligible for purchase by money market funds under Rule 2a-7 under the 1940 Act. Rule 2a-7 includes additional criteria for investments by money market funds, including requirements relating to portfolio maturity, quality and diversification. Any determinations as to the qualification of the Class A-1 Notes under, and compliance with, these other requirements of Rule 2a-7 are solely the responsibility of each money market fund and its investment advisor.

A money market fund should consider whether an investment by the money market fund in the Class A-1 Notes satisfies the money market fund’s investment policies and objectives, and should consult its own legal advisors in determining whether and to what extent the Class A-1 Notes are a legal investment or are subject to restrictions on investment.

[E.U. and U.K. Securitization Requirements

None of the sponsor, the depositor, the issuing entity, the underwriters or any other party to the securitization transaction described in this prospectus is required, or intends, to retain a material net economic interest in such securitization in a manner that would satisfy, or enable any investor to comply with, the requirements of (i) Regulation (EU) 2017/2402 (as amended, the E.U. Securitization Regulation) or (ii) Regulation (EU) 2017/2402, as it forms part of U.K. domestic law by virtue of the EUWA and as amended (including by the Securitisation (Amendment) (EU Exit) Regulations 2019) (the U.K. Securitization Regulation). In addition, no such party undertakes to take any other action, or refrain from taking any action, prescribed or contemplated in, or for purposes of, or in connection with,

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compliance by any investor with any applicable requirement of, the E.U. Securitization Regulation or the U.K. Securitization Regulation. Moreover, the arrangements described under “Credit Risk Retention” have not been structured with the objective of enabling or facilitating compliance by any person with any requirement of the E.U. Securitization Regulation or the U.K. Securitization Regulation.

Consequently, the notes may not be a suitable investment for any person that is now or may in the future be subject to any requirement of the E.U. Securitization Regulation or the U.K. Securitization Regulation.

The E.U. Securitization Regulation and the U.K. Securitization Regulation may have a negative impact on the value and liquidity of the notes, and this may affect, amongst other things, the secondary market for the notes. Prospective investors and noteholders are responsible for analyzing their own regulatory position, and are encouraged (where relevant) to consult their own investment and legal advisors regarding the E.U. Securitization Regulation and the U.K. Securitization Regulation, and the suitability of the notes for investment.]

Volcker Rule Considerations

The issuing entity will be relying on an exclusion or exemption under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Act (such statutory provision together with such implementing regulations, the Volcker Rule).

Legal Proceedings

The Sponsor and the Servicer

The sponsor is subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against the sponsor could take the form of class actions. The outcome of these proceedings is inherently uncertain, and thus the sponsor cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm to the sponsor, and could materially and adversely affect the interests of the noteholders or the servicer’s ability to perform its duties under the transaction documents.

[Insert disclosure regarding any material legal proceedings pending against the sponsor and servicer, or known to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

[The Depositor]

[Insert disclosure regarding any material legal proceedings pending against the depositor, or known to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

The Trustee and the Trust Collateral Agent

[Insert disclosure regarding any material legal proceedings pending against the trustee and trust collateral agent, or known to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

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The Owner Trustee

[Insert disclosure regarding any material legal proceedings pending against the owner trustee, or known to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

Certain Relationships and Related Transactions

In the ordinary course of business from time to time, the sponsor and its affiliates have business relationships and agreements with affiliates of the owner trustee and the trustee [and the hedge counterparty], including commercial banking, committed credit facilities, underwriting agreements, hedging agreements and financial advisory services, all on arm’s length terms and conditions.

The owner trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity or the trustee. However, the owner trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the trustee, or affiliates of any of them, that are distinct from its role as owner trustee, including transactions both related and unrelated to the securitization of automobile loan contracts.

The trustee is not an affiliate of any of the depositor, the sponsor, the servicer, the issuing entity, the owner trustee. However, the trustee and one or more of its affiliates may, from time to time, engage in arm’s length transactions with the depositor, the sponsor, the owner trustee, the sponsor or affiliates of any of them, that are distinct from its role as trustee, including transactions both related and unrelated to the securitization of automobile loan contracts.

The sponsor, the depositor and the servicer are affiliates and also engage in other transactions with each other involving securitizations and sales of automobile loan contracts.

[Disclosure regarding additional affiliations provided for each transaction.]

Credit Risk Retention

[The risk retention regulations in Regulation RR of the Exchange Act require the sponsor, either directly or through its majority-owned affiliates, to retain a 5% economic interest in the credit risk of the automobile loan contracts as of the closing date. The depositor, a wholly-owned subsidiary of the sponsor, intends to retain [an “eligible horizontal residual interest” in the issuing entity issued as part of this securitization transaction, and, to the extent described below under “—-Retained Eligible Vertical Interest”,][an “eligible vertical interest” in each class of notes [and the residual certificates] [the required economic interest in the credit risk of the automobile loan contracts] to satisfy the sponsor’s obligations under Regulation RR.] [By retaining the eligible vertical interest, the depositor will be a noteholder of each class of notes and will be entitled to receive a percentage of all payments of interest and principal made on each class of notes and, if there is a shortfall in Available Funds available to make payments to any class of notes, will bear a pro rata amount of those shortfalls. Each class of notes retained by the depositor as part of the eligible vertical interest will have the same terms as all other notes in that class, except that the notes retained by the depositor will be deemed not to be outstanding for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other Transaction Document.]

[Combination Vertical and Horizontal Interest Option:] [The depositor will satisfy the risk retention requirements of Regulation RR by retaining a combination of an “eligible vertical interest” [and an “eligible horizontal residual interest”/ [and an “eligible horizontal cash reserve account”]/ [, an “eligible horizontal residual interest” and an “eligible horizontal cash reserve account”]. The depositor expects that the percentage of the “eligible vertical interest” and [the percentage of the fair value of the “eligible horizontal residual interest” [and the amount deposited to the “eligible horizontal cash reserve account” on the closing date]] will together equal at least five percent.] [Include following disclosure for

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both Eligible Vertical Interest Option and either or both of Eligible Horizontal Residual Interest Option and Eligible Horizontal Cash Reserve Account Option, as applicable.] /[As described further below, should retention of the “eligible horizontal residual interest” fail to satisfy the sponsor’s risk retention obligations under Regulation RR as determined by the sponsor at or prior to the time of pricing, the depositor would also expect to retain an “eligible vertical interest” in the form of a percentage of each class of notes in an amount necessary for the sum of the fair value of the “eligible horizontal residual interest” and the amount of the “eligible vertical interest” to at least equal the required risk retention amount. The portion of the notes that are retained in order to satisfy the requirements of Regulation RR will not be transferred, hedged or financed except as permitted by Regulation RR.]

[Eligible Vertical Interest Option:] [The depositor will retain __% of each class of notes, which satisfies the requirements for retaining an “eligible vertical interest” under Regulation RR. The depositor, or another majority-owned affiliate of the sponsor, is required to retain this interest until the later of two years from the closing date, the date the Pool Balance is one-third or less of the initial Pool Balance, or the date the principal amount of the notes is one-third or less of the original principal amount of the notes. Neither the sponsor, the depositor nor any of their affiliates may hedge their exposure to the retained notes during this period. See “Description of the Notes” in this prospectus for a description of the material terms of the notes that will be retained to satisfy the eligible vertical interest option.]

[Eligible Horizontal Residual Interest Option:] [In general, the residual interest in the issuing entity represents the rights to the overcollateralization, amounts remaining in the reserve account and excess spread, in all cases to the extent those amounts are eligible for distribution in accordance with the transaction documents and are not needed to make payments on the notes or cover losses on the automobile loan contracts. Because the residual interest is subordinated to each class of notes and is only entitled to amounts that are not needed on a distribution date to make payments on the notes or to make other required payments or deposits according to the priorities of payments described in “Description of the Transaction Documents—Distributions—Distribution Date Payments” and “—Distribution Date Payments after an Event of Default,” the residual interest absorbs all losses on a given distribution date on the automobile loan contracts by reduction of, first, the excess spread, second, the overcollateralization and, third, the amounts in the reserve account, before any losses are incurred by the notes. See “Description of the Transaction Documents—Credit Enhancement” for a description of the credit enhancement available for the notes, including the excess spread, overcollateralization and reserve account. The Class E Notes are the most subordinate class of notes and will absorb losses after the residual interest.

The depositor’s retention of the residual certificate, which represents the residual interest in the issuing entity, [and $____ of the Class __ Notes] is intended to satisfy the requirements for an “eligible horizontal residual interest” under Regulation RR. The fair value of the residual interest is expected to represent at least [5]% of the sum of the fair value of the notes and the residual interest on the closing date [and the retained Class __ Notes represent __% of the ____ value of the notes and the residual interest of the closing date]. The depositor, or another majority-owned affiliate of the sponsor, is required to retain, and intends to retain, this residual interest [and these notes] until the latest of (i) two years from the closing date, (ii) the date the Pool Balance is one-third or less of the initial Pool Balance, or (iii) the date the principal amount of the notes is one-third or less of the original principal amount of the notes. None of the sponsor, the depositor or any of their affiliates will hedge their exposure to the residual interest during this period other than as permitted by Regulation RR. See “The Issuing Entity” [and “Description of the Notes”] in this prospectus for a description of the material terms of the residual certificate [and Class __ Notes] that [together] will be retained to satisfy the eligible horizontal residual interest option. The depositor will retain all of the Class __ Notes on the closing date, regardless of whether they are included in the retained interest for purposes of Regulation RR. Any Class __ Notes that are not included in the retained interest will not be subject to the provisions of Regulation RR that prohibit certain transfers, hedging and pledging of securities that are held to comply with Regulation RR.]

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[Eligible Horizontal Cash Reserve Account Option:] [The depositor will satisfy the risk retention requirements of Regulation RR [in part] by funding an “eligible horizontal cash reserve account.” As described under “Description of the Transaction Documents – Credit Enhancement – Reserve Account,” the reserve account qualifies as an eligible horizontal cash reserve account because it is held by the trustee in the name of and for the benefit of the issuing entity; amounts on deposit in the reserve account may be invested only in certain permitted investments constituting cash or cash equivalents; and amounts on deposit in the reserve account only may be withdrawn while the notes are outstanding to make certain payments of interest and principal on the notes and to pay trust expenses (other than those that are payable to the sponsor or any of its affiliates, including the servicing fee for so long as AmeriCredit is the servicer). The depositor will deposit $____________ from the proceeds from the sale of the notes into the reserve account on the closing date, which represents [__]% of the sum of the fair value of the notes and the residual interest on the closing date. See “Description of the Transaction Documents—Credit Enhancement—Reserve Account” in this prospectus for a description of the material terms of the reserve account.]

For purposes of determining compliance with Regulation RR, the estimated fair values of the notes and the residual interest are as follows [if the aggregate initial principal amount of the notes is $____________]. The totals in the table may not sum due to rounding. The totals in the table may not sum due to rounding.

Class	Fair Value (in millions)	Fair Value (%)
Class A	$		%
Class B	$		%
Class C	$		%
Class D	$		%
Class E	$		%
Residual Interest	$		%
Total	$		100.0%

[For purposes of determining compliance with Regulation RR, the estimated fair values of the notes and the residual interest are as follows if the aggregate initial principal amount of the notes is $____________. The totals in the table may not sum due to rounding. The totals in the table may not sum due to rounding.

Class	Fair Value (in millions)	Fair Value (%)
Class A	$		%
Class B	$		%
Class C	$		%
Class D	$		%
Class E	$		%
Residual Interest	$		%
Total	$		100.0%]

The expected range of fair values of the residual interest [and, because they have a below-market interest rate, the Class [__] Notes,] was determined using observable and unobservable inputs within a discounted cash flow model in accordance with the fair value assessment under generally accepted accounting principles. In assessing fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 3 inputs.

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•            Level 1 – inputs include quoted prices for identical instruments and are the most observable,

•            Level 2 – inputs include quoted prices for similar instruments and observable inputs such as interest rates and yield curves, and

•            Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the instrument.

The fair value of the notes is categorized within [Level 2] of the hierarchy, reflecting the use of inputs derived from prices for similar instruments. The fair value of the residual interest is categorized within [Level 3] of the hierarchy as inputs to the fair value calculation are generally not observable.

The fair value of the notes is assumed to equal the initial principal amount of each class set forth [in the table] on the front cover of this prospectus and with respect to the Class [E] Notes, between $_______ and $_______[, if the aggregate initial principal amount of the notes is $_______ or, if the aggregate initial principal amount of the notes is $_______, the fair value of the notes is assumed to be as follows: $_______ for the Class A-1 Notes, $_______ [in the aggregate] for the Class A-2-[A] Notes [and the Class A-2-B Notes], $_______ for the Class A-3 Notes, $_______ for the Class B Notes, $_______ for the Class C Notes, $_______ for the Class D Notes and between $_______ and between $_______ and $_______ for the Class E Notes]. The assumed interest rate ranges are based on recent market pricings of similar automobile loan-backed securitizations with similar note tenors, as detailed in the following table:

Class	Assumed Range of Interest Rates
Class A-1	% –%
Class A-2[-A]	% –%
[Class A-2-B]	% –%
Class A-3	% –%
Class B	% –%
Class C	% –%
Class D	% –%
[Class E]	%

In addition to the assumptions that appear under “Yield and Prepayment Considerations,” except with respect to clauses [(ii), (iv), (v) and (vi)], the sponsor made the following assumptions in the discounted cash flow model:

● Note interest accrues at the rates described above. [In determining the interest payments on the floating rate Class A-2-B Notes, [30-day average SOFR][SOFR in arrears][Term SOFR] is assumed to reset consistent with the applicable forward rate curve as of ______, 20__.]

● The automobile loan contracts prepay at a rate of ____% ABS. This prepayment rate includes both voluntary prepayments by obligors and automobile loan contracts becoming Liquidated Receivables. See “Yield and Prepayment Considerations” in this prospectus for a description of the ABS prepayment standard.

● [The fair value calculation assumes that when the allocation between the Class A-2 Notes is determined on or before the date of pricing, the maximum amount of Class A-2[-A] Notes that would be issued is $__________ (in which case, $0 of [Class A-2-B Notes] would be issued) and the minimum amount of Class A-2[-A] Notes that would be issued is $__________ (in which case, $__________ of [Class A-2-B Notes] would be issued).]

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● [If the aggregate initial principal amount of the notes is $_______, the fair value calculation assumed that when the allocation between the Class A-2 Notes is determined on or before the date of pricing, the maximum amount of Class A-2[-A] Notes that would be issued is $_______ (in which case, $0 of [Class A-2-B Notes] would be issued) and the minimum amount of the Class A-2[-A] Notes that would be issued is $_______ (in which case $_______ of [Class A-2-B Notes] would be issued.]

● [If the aggregate initial principal amount of the notes is $_______, the fair value calculation assumes that when the allocation between the Class A-2 Notes is determined on or before the date of pricing, the maximum amount of Class A-2[-A] Notes that would be issued is $_______ (in which case, $0 of [Class A-2-B Notes] would be issued) and the minimum amount of the Class A-2[-A] Notes that would be issued is $_______ (in which case $_______ of [Class A-2-B Notes] would be issued.]

● [Prior to the [twenty-fourth] distribution date, interest on the Class E Notes will accrue at a rate of 0.00%. From and after the [twenty-fourth] distribution date, interest on the Class E Notes will accrue at a rate of either []% or []%.]

● The pool experiences a lifetime cumulative net loss rate of _____% and these losses are incurred based on the following timing curve:

Months 1 – 12:             _____%

Months 13 – 24:           _____%

Months 25 – 36:           _____%

Months 37 – 48:           _____%

[Months 49 – 60:          _____%]

● The recovery rate assumes a recovery of ___% of the outstanding principal balance of defaulted automobile loan contracts as of the date they were charged off, with a delay between default and recovery of three months.

● Cash flows received on the residual interest are discounted at ___% [and the Class __ Notes are discounted at _____%].

The sponsor developed these inputs and assumptions considering the following factors:

● The assumed ABS rate was estimated considering the prepayment rate experienced on certain of the sponsor’s prior securitized pools, as well as the prepayment rate that is expected to be assumed when the interest rates on the notes are established on the date of pricing.

● The lifetime cumulative net loss was determined by the sponsor based on the performance of prior securitized pools, the composition of the pool for this securitization, trends in used motor vehicle values, economic conditions and the loss assumptions employed by the engaged NRSROs. The cumulative net loss assumption represents the expected cumulative defaults reduced by expected recoveries.

● The discount rate was determined based on an unobservable pre-tax cost of equity capital of the sponsor. [The discount rate was not determined based on sales of similar residual interests due to the lack of an actively-traded market for such residual interests.]

The sponsor believes that the inputs and assumptions described above are all of the inputs and assumptions that could have a significant impact on the fair value calculations described above and

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provide a prospective noteholder with information that is sufficient to evaluate the fair value calculation. The fair value of the notes and the residual interest was calculated based on the assumptions described above, including the assumptions regarding the characteristics and performance of the automobile loan contracts, that will likely differ from the actual characteristics and performance of the automobile loan contracts. You should be sure you understand these assumptions when considering the fair value calculation.

[To be included if Eligible Horizontal Residual Interest Option and/or Eligible Horizontal Cash Reserve Account Option is Used:] [The sponsor will recalculate the fair value of the notes and the residual interest following the closing date to reflect the issuance of the notes and any material changes in the methodology or inputs and assumptions described above. The first distribution report filed on Form 10-D after the closing date will include the fair value of the residual interest (i) as a dollar amount and (ii) as a percentage of the sum of the fair value of the notes and the residual interest on the closing date, together with a description of any material changes in the methodology or inputs and assumptions that were used to calculate the fair value.]

[To be included if Eligible Vertical Interest Option is Used:] [If the amount of any class of notes retained by the depositor is materially different from the amount disclosed above, the dollar amount and percentage of each class of notes retained by the sponsor will be included in the first distribution report filed on Form 10-D after the closing date.] /[Should the sponsor need to retain additional credit risk in order to satisfy its risk retention obligations on the closing date, the depositor will retain a percentage of each class of notes greater than or equal to the excess of the required risk retention amount over the fair value of the “eligible horizontal residual interest”. By retaining the eligible vertical interest, the depositor will be a noteholder of each class of notes and will be entitled to receive a percentage of all payments of interest and principal made on each class of notes and, if there is a shortfall in Available Funds available to make payments to any class of notes, will bear a pro rata amount of those shortfalls. Each class of notes retained by the depositor as part of the eligible vertical interest will have the same terms as all other notes in that class, except that the notes retained by the depositor will be deemed not to be outstanding for purposes of determining whether a required percentage of any class of notes have taken any action under the indenture or any other transaction document. For a description of the notes and the credit enhancement available for the notes, you should read “Description of the Notes—Payments of Interest”, “Description of the Notes—Payments of Principal”, “Description of the Transaction Documents—Distributions—Distribution Date Payments”, “Description of the Transaction Documents—Credit Enhancement.”

The depositor will retain the remaining certificates on the Closing Date. The depositor will retain the right to sell all or a portion of any retained certificates at any time (other than those certificates which constitute part of the eligible vertical interest).

The portion of the notes that are retained in order to satisfy the requirements of Regulation RR will not be transferred, hedged or financed except as permitted by Regulation RR.]

Ratings

The sponsor has engaged [two] nationally recognized statistical rating organizations to assign credit ratings to the [publicly offered] notes.

The ratings of the [publicly offered] notes will address the likelihood of the payment of principal and interest on the [publicly offered] notes according to their terms. Each engaged NRSRO will monitor the ratings using its normal surveillance procedures. Each engaged NRSRO, in its discretion, may change, qualify or withdraw an assigned rating at any time as to any class of [publicly offered] notes. Any rating action taken by one engaged NRSRO may not necessarily be taken by another engaged NRSRO. No transaction party will be responsible for monitoring any changes to the ratings on the [publicly offered] notes.

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A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time for any reason. There can be no assurances that the engaged NRSROs will not lower or withdraw their ratings. No person or entity will be obligated to provide any additional credit enhancement with respect to the [publicly offered] notes. Any withdrawal of a rating may have an adverse effect on the liquidity and market price of the [publicly offered] notes. The ratings assigned to the [publicly offered] notes address the likelihood of the receipt by the noteholders of all distributions to which the noteholders are entitled by their respective final scheduled distribution dates. The ratings assigned to the [publicly offered] notes do not represent any assessment of the likelihood that principal prepayments might differ from those originally anticipated or address the possibility that noteholders might suffer a lower than anticipated yield.

Underwriting

Under the terms and subject to the conditions set forth in the underwriting agreement for the sale of the publicly offered notes, each of the underwriters has agreed, severally and not jointly, subject to the terms and conditions set forth therein, to purchase the principal amount of the publicly offered notes set forth opposite its name below:

	Principal Amount of Class A-1 Notes	Principal Amount of Class A-2[-A] Notes[(1)]	[Principal Amount of Class A-2-B Notes(1)]	Principal Amount of Class A-3 Notes	Principal Amount of Class B Notes	Principal Amount of Class C Notes	Principal Amount of Class D Notes
[Underwriter]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]
[Underwriter]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]
[Underwriter]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]
[Underwriter]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]
[Underwriter]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]	$ [_______]
Total	$[________][(2)]	$[________][(2)]	$[________][(2)]	$[________][(2)]	$[________][(2)]	$[________][(2)]	$[________][(2)]

[(1) The allocation of the principal amount between the Class A-2-A and the Class A-2-B Notes will be determined on or before the date of pricing. [The aggregate principal amount of the Class A-2-A Notes and     the Class A-2-B Notes is $__________.]/[If the aggregate initial principal amount of the notes is $_______, the aggregate amount of the Class A-2-A Notes and the Class A-2-B Notes is $_______. If the aggregate initial principal amount of the notes is $_______, the aggregate principal amount of the Class A-2-A Notes and the Class A-2-B Notes is $_______.]

[[(2)] If the aggregate initial principal amount of the notes is $__________. If the aggregate initial principal amount of the notes is $__________, the principal amount of the Class A-1 Notes will be $__________, the [aggregate] principal amount of the Class A-2[-A and the Class A-2-B] Notes will be $__________, the principal amount of the Class A-3 Notes will be $__________, the principal amount of the Class B Notes will be $__________, the principal amount of the Class C Notes will be $__________ and the principal amount of the Class D Notes will be $__________.]

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The underwriters have advised the sponsor that they propose initially to offer the publicly offered notes to the public at the prices listed below, and to dealers at prices less the initial concessions listed below:

	Underwriting             Discount		Net Proceeds             to the Seller (1)		Selling Concessions         Not to Exceed		Reallowance         Not to Exceed
Class A-1		[____]%		[____]%		[____]%		[____]%
Class A-2[-A]		[____]%		[____]%		[____]%		[____]%
[Class A-2-B]		[____]%		[____]%		[____]%		[____]%]
Class A-3		[____]%		[____]%		[____]%		[____]%
Class B		[____]%		[____]%		[____]%		[____]%
Class C		[____]%		[____]%		[____]%		[____]%
Class D		[____]%		[____]%		[____]%		[____]%
Total		$[______]		$[______]

(1) Before deducting expenses, estimated to be $________.

[The Class E Notes are not being offered by this prospectus, and [are anticipated to be privately placed with institutional investors]/[will initially be retained by the depositor or an affiliate of the depositor].] [Additional classes of notes may also be [privately placed]/[retained by the depositor or an affiliate of the depositor]. Retained notes may be sold, subject to the requirements set forth in the indenture, from time to time to purchasers directly by the depositor or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of the notes. If the retained notes are sold through underwriters or broker-dealers, the depositor will be responsible for discounts or commissions or agent’s commissions. The retained notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.]

The depositor and the sponsor have agreed to indemnify the underwriters against specified liabilities including civil liabilities under the Securities Act, or contribute payments which the underwriters may have to make in respect thereof.

No action has been taken by the issuing entity or the underwriters which would or is intended to permit an offer of notes to the public in any country or jurisdiction (other than the United States of America) where action for that purpose is required. Accordingly, no offer or sale of any notes has been authorized in any country or jurisdiction (other than the United States of America) where action for that purpose is required and neither this prospectus nor any other circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction (other than the United States of America), except under circumstances which will result in compliance with applicable laws and regulations.

Upon receiving a request by an investor who has received an electronic prospectus from an underwriter or a request by the investor’s representative within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly deliver, or cause to be delivered, without charge, a paper copy of this prospectus.

The depositor or its affiliates may apply all or any portion of the net proceeds of this offering to the repayment of debt, including “warehouse” debt secured by the automobile loan contracts, prior to their sale to the issuing entity. One or more of the underwriters, or their respective affiliates or entities for which their respective affiliates act as administrator and/or provide liquidity lines, may have acted as a “warehouse lender” to its affiliates, and may receive a portion of the proceeds as a repayment of the “warehouse” debt. Because more than 10% of the net offering proceeds of the offering may be paid to the underwriters or their respective affiliates or associated persons, this offering is being made pursuant to the provisions of Rule 5121 of the Conduct Rules of the National Association of Securities Dealers.

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Until the distribution of the [publicly offered] notes is completed, the rules of the Commission may limit the ability of the underwriters and certain selling group members to bid for and purchase the [publicly offered] notes. As an exception to these rules, the underwriters are permitted to engage in certain transactions that stabilize the price of the [publicly offered] notes. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the [publicly offered] notes.

If the underwriters create a short position in the [publicly offered] notes in connection with this offering (i.e., they sell more [publicly offered] notes than the related initial principal amount set forth on the cover page of this prospectus), the underwriters may reduce that short position by purchasing [publicly offered] notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

None of the depositor, the servicer, the issuing entity or any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that any of the transactions described above might have on the price of the [publicly offered] notes. In addition, none of the depositor, the servicer, the issuing entity or any of the underwriters makes any representation that the underwriters will engage in such transactions or that such transactions, if commenced, will not be discontinued without notice.

There is currently no secondary market for the [publicly offered] notes and it should not be assumed that one will develop. The underwriters currently expect (based on capabilities), but are not obligated, to make a market in the [publicly offered] notes; however, the underwriters may be unable to make a market in the notes due to regulatory developments. It should not be assumed that any such market will develop, or if one does develop, that it will continue or provide sufficient liquidity.

In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may in the future engage in investment banking or commercial banking transactions with the sponsor, GM Financial and their respective affiliates.

[One or more of the underwriters, or their respective affiliates, may contract to be the counterparty under the hedge agreement entered into by the issuing entity with respect to the Class A-2-B Notes. Any underwriter, or any affiliate of any underwriter, that enters into a hedge agreement with the issuing entity does so as a principal for its own benefit and not for the benefit of the noteholders or any other party. Amounts received by any underwriter, or any affiliate of any underwriter, in its capacity as counterparty under the hedge agreement are not included in the underwriting discounts listed on the cover of this prospectus.]

[United Kingdom

Each underwriter has represented and agreed severally and not jointly that:

Prohibition on Sales to U.K. Retail Investors

(1)         it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any notes which are the subject of the offering contemplated by this prospectus to any U.K. Retail Investor in the U.K. For the purposes of this provision:

(a)        the expression “U.K. Retail Investor” means a person who is one (or more) of the following:

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(i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565, as it forms part of U.K. domestic law by virtue of the EUWA and as amended;

(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA (such rules and regulations as amended) to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of U.K. domestic law by virtue of the EUWA and as amended; or

(iii) not a U.K. Qualified Investor; and

(b)        the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes;

Other U.K. Regulatory Restrictions

(2)         in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity and/or the depositor; and

(3)         it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the U.K.

[The Class A-1 Notes have not been, and will not be, offered in the U.K. or to U.K. persons, and no proceeds of any Class A-1 Notes will be received in the U.K.]

[European Economic Area

Each underwriter has represented and agreed severally and not jointly that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes which are the subject of the offering contemplated by this prospectus to any E.U. Retail Investor in the EEA. For the purposes of this provision, the expression “E.U. Retail Investor” means a person who is one (or more) of the following:

(1)         a retail client as defined in point (11) of Article 4(1) of MiFID II; or

(2)         a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or

(3)         not an E.U. Qualified Investor.

In addition, for purposes of this provision, the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe to the notes.]

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Legal Opinions

In addition to the legal opinions described in the prospectus, certain federal income tax and other matters will be passed upon for the depositor and the issuing entity by Katten Muchin Rosenman LLP, New York, New York and Washington, D.C. Certain legal matters relating to the notes will be passed upon for the underwriters by [legal counsel to the underwriters].

Incorporation by Reference

The sponsor or the issuing entity will from time to time, file various items with the Commission relating to the issuing entity and the notes offered by this prospectus. These items will include the definitive legal documents used for each issuance, definitive prospectus and computational materials, as well as periodic reports that the issuing entity will file, or the sponsor will file for the issuing entity, for so long as the issuing entity is subject to the reporting requirements of the Exchange Act.

All of these items will be incorporated by reference into the registration statement of which this prospectus is a part, which means, among other things, that those items are considered to be a part of this registration statement for purposes of the federal securities laws. These items will be publicly available through the Commission as described under “Where You Can Find More Information.”

Financial Information

The trust property will secure the notes, however, the issuing entity will not engage in any business activities or have any assets or obligations prior to the issuance of the notes.

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Glossary

Accelerated Principal Amount for a distribution date will equal the lesser of:

(1) the excess, if any, of the amount of Available Funds on the distribution date over the amounts payable on the distribution date under clauses [1] through [19] under “Description of the Transaction Documents — Distributions— Distribution Date Payments”; and

(2) the excess, if any, on the distribution date of:

(a) the Pro Forma Note Balance for the distribution date;

minus

(b) the Required Pro Forma Note Balance for the distribution date.

[Advance means, with respect to any automobile loan contract and any collection period, payment by the Servicer of an amount equal to the amount of any Scheduled Payment that is 31 or more days delinquent.]

Aggregate Principal Balance means, with respect to any date of determination, the sum of the Principal Balances for all automobile loan contracts (other than Liquidated Receivables and Purchased Automobile Loan Contracts) as of such date of determination.

Amount Financed means, for any automobile loan contract, the aggregate amount loaned toward the purchase price of the financed vehicle and any related costs, including amounts advanced at the time the automobile loan contract is originated for:

• accessories;

• insurance premiums;

• service contracts;

• car club and warranty contracts; and

• other items customarily financed as part of motor vehicle retail installment sale contracts or promissory notes, and related costs.

Available Funds means, for any distribution date, the sum of:

(1) the Collected Funds for the related calendar month;

plus

(2) all Purchase Amounts on deposit in the collection account with respect to the related calendar month, plus income on investments held in the collection account;

plus

(3) the proceeds of any liquidation of the assets of the issuing entity, other than Net Liquidation Proceeds;

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plus

(4) the proceeds of any purchase or sale of assets of the issuing entity pursuant to the exercise by the servicer or the depositor of its optional redemption right;

[plus

(5) amounts in excess of the amount required to be on deposit in the reserve account that are released from the reserve account;]

[plus

(6) [the monthly withdrawal from the Capitalized Interest Account and] any remaining funds on deposit in the [revolving account][pre-funding account] at the termination of the [revolving period][pre-funding period]; ]

[plus

(7) [Advances made by the Servicer for the related collection period;]

[plus

(8) any amounts received by the trust collateral agent pursuant to the hedge agreement (less any amounts used to enter into a replacement hedge agreement)].

[provided, however, that Available Funds will exclude payments received on any automobile loan contract to the extent that the Servicer has previously made an unreimbursed Advance with respect to such automobile loan contract and is entitled to reimbursement from such payments.]

Collected Funds means, for any calendar month, the amount of funds in the collection account representing automobile loan contract collections during the calendar month, including all Net Liquidation Proceeds collected during the calendar month, but excluding any Purchase Amounts.

Controlling Class means, (i) the Class A Notes so long as any class of the Class A Notes are Outstanding, (ii) if no class of Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes, and (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the Class E Notes.

Cram Down Loss means, for any automobile loan contract that has not become a Liquidated Receivable, if the servicer expects the Principal Balance or effective rate of interest on the automobile loan contract to be reduced by a court of appropriate jurisdiction in an insolvency proceeding, the servicer’s estimate of the reduction in the Principal Balance that will be so ordered by the court.

Liquidated Receivable means, for any calendar month, an automobile loan contract for which, as of the last day of the calendar month:

● 90 days have elapsed since the servicer repossessed the financed vehicle; provided, however, that in no case shall 10% or more of a scheduled automobile loan contract payment have become 210 or more days delinquent in the case of a repossessed financed vehicle;

● the servicer has determined in good faith that it has received all amounts it expects to recover;

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● 10% or more of a scheduled payment became 120 or more days delinquent, except in the case of repossessed financed vehicles; or

● that is, without duplication, a Sold Receivable.

Majority Noteholders means the holders of notes representing a majority of the note principal amount of the Controlling Class.

Net Liquidation Proceeds means, for Liquidated Receivables:

(1) proceeds from the disposition of the underlying financed vehicles;

plus

(2) any related insurance proceeds;

plus

(3) other moneys received from the obligor that are allocable to principal and interest due under the automobile loan contract;

plus

(4) with respect to Sold Receivables, the amount received from the related third-party purchaser as a payment for such Sold Receivable;

minus

(5) the servicer’s reasonable out-of-pocket costs, including repossession and resale expenses not already deducted from the proceeds, and any amounts required to be remitted to the obligor by law.

[Nonrecoverable Advance means an Advance which the Servicer determines is nonrecoverable from payments made on or in respect of the automobile loan contract as to which such Advance was made.]

Noteholders’ Interest Carryover Amount means, for any class of notes and any determination date, all or any portion of the Noteholders’ Interest Distributable Amount for that class of notes for the immediately preceding distribution date, that remains unpaid as of the determination date, plus, to the extent permitted by law, interest on the unpaid amount at the interest rate paid by the class of notes from the preceding distribution date to but excluding the related distribution date.

Noteholders’ Interest Distributable Amount means, for any distribution date, the sum of the Noteholders’ Monthly Interest Distributable Amount for each class of notes for such distribution date and the Noteholders’ Interest Carryover Amount, if any, for each class of notes, calculated as of such distribution date.

Noteholders’ Monthly Interest Distributable Amount means, for any distribution date and any class of notes, the interest accrued at the respective interest rate during the applicable interest period that shall accrue (i) 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 and (ii) on either an “actual/360” basis (with respect to the Class A-1 Notes[ and the Class A-2-B Notes]) or, a “30/360” basis (with respect to all other notes).

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Noteholders’ Principal Carryover Amount means, as of any determination date, all or any portion of the Noteholders’ Principal Distributable Amount from the preceding distribution date which remains unpaid.

Noteholders’ Principal Distributable Amount means, for any distribution date, the sum of the Principal Distributable Amount for the distribution date and the Noteholders’ Principal Carryover Amount, if any, as of the distribution date.

Outstanding means, as of any date of determination, all notes that are authenticated and delivered under the indenture except for (i) notes that have been canceled, (ii) notes where the necessary amount of money in the necessary amount has been deposited with the trustee in trust for the related noteholders, and (iii) notes in exchange for which other notes have been authenticated and delivered pursuant to the indenture unless proof satisfactory to the trustee is presented that any such notes are held by a bona fide purchaser; provided, however, that in determining whether the noteholders have given any request, demand, authorization, direction, notice, consent or waiver under any transaction document, notes owned by the issuing entity, any other obligor upon the notes, the depositor or any affiliate of any of the foregoing entities shall be disregarded and deemed not to be Outstanding.

Pool Balance means, as of any date of determination, the Aggregate Principal Balance, at the end of the preceding calendar month [plus the amounts on deposit in the [revolving account][pre-funding account]].

Principal Balance means, for any automobile loan contract as of any date of determination, the dollar amount equal to:

(1) the Amount Financed;

minus

(2) the sum of:

(a) that portion of all amounts received on or prior to that date and allocable to principal according to the automobile loan contract’s terms;

plus

(b) any Cram Down Losses for the automobile loan contract accounted for as of that date.

Principal Distributable Amount means, for any distribution date, the amount, if any, equal to:

(1) the sum of:

(a) collections received on automobile loan contracts (other than Liquidated Receivables and Purchased Automobile Loan Contracts) that are allocable to principal, including any full and partial principal prepayments;

plus

(b) the Principal Balance of all automobile loan contracts (other than Purchased Automobile Loan Contracts) that became Liquidated Receivables during the related calendar month;

plus

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(c) the portion of the Purchase Amount allocable to principal of all automobile loan contracts that became Purchased Automobile Loan Contracts during the related calendar month;

plus

(d) the aggregate amount of Cram Down Losses during the related calendar month;

plus

(e) following acceleration of the notes and the liquidation of the issuing entity’s assets, the amount of money or property collected;

minus

(2) the Step-Down Amount, if any, for the distribution date.

Pro Forma Note Balance means, for any distribution date, a dollar amount equal to the aggregate remaining principal amount of the notes outstanding on the distribution date, after giving effect to distributions under clauses 1 through [18] under “Description of the Transaction Documents — Distributions— Distribution Date Payments.”

Purchase Amount means, with respect to any Purchased Automobile Loan Contract, the Principal Balance as of the date of purchase.

Purchased Automobile Loan Contract means an automobile loan contract purchased as of the close of business on the last day of a collection period by the depositor and subsequently by the sponsor as a result of a breach of a representation or warranty, or without repetition, by the servicer as the result of a breach of a covenant or by the servicer or depositor as an exercise of its optional redemption right.

Required Pro Forma Note Balance means, for any distribution date, a dollar amount equal to:

(1) the Pool Balance;

minus

(2) the excess of:

(a) [___]% of the Pool Balance [(plus the amount in the [revolving account][pre-funding account])];

[plus

(b) the aggregate, cumulative amount of principal paid to the holders of the Class E Notes pursuant to clause [21] of “Description of the Transaction Documents— Distributions— Distribution Date Payments “ on all prior distribution dates;]

over

[(c)] the amount required to be on deposit in the reserve account;

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[Required Revolving Pool Balance means, for any distribution date during the revolving period, the amount equal to a fraction, the numerator of which is the Pro Forma Note Balance for the distribution date and the denominator of which is ___% of the Pool Balance.]

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

Sold Receivable means an automobile loan contract that was more than 60 days delinquent and was sold to an unaffiliated third party by the issuing entity, at the servicer’s direction, as of the close of business on the last day of a collection period and in accordance with the terms of the sale and servicing agreement.

Step-Down Amount means, for any distribution date, the excess, if any, of:

(1) the Required Pro Forma Note Balance;

minus

(2) the Pro Forma Note Balance on the distribution date, for this purpose only calculated without deduction for any Step-Down Amount - i.e., with the assumption that the entire amount described in clause (1) of the definition of Principal Distributable Amount is distributed as principal on the notes;

provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of the Pool Balance minus the Pro Forma Note Balance, to an amount less than ____% of the expected initial Aggregate Principal Balance.

[Three-Month Rolling Average Delinquency Ratio means, for any distribution date during the revolving period beginning with the              20     distribution date, a rolling three month average of the ratio for each of the three immediately preceding calendar months expressed as a percentage of:

(1)      the aggregate Principal Balance of automobile loan contracts over [60] days delinquent (excluding any automobile loan contracts with respect to which the servicer has repossessed the related financed vehicle or which have become Liquidated Receivables) as of the end of the related calendar month:

to

(2)      the Pool Balance as of the first day of the related calendar month prior to giving effect to any payment activity on such date.]

[Three-Month Rolling Average Annualized Net Loss Ratio means, for any distribution date during the revolving period, beginning with the              20     distribution date, a rolling three month average of the ratio for each of the three immediately preceding calendar months expressed as a percentage of:

(1)      (a)       the sum of (i) the aggregate Principal Balance of Liquidated Receivables for the related calendar month minus Net Liquidation Proceeds received with respect to the automobile loan contracts during the related calendar month plus (ii) aggregate Cram Down Losses for the related calendar month;

to

(b)    the Pool Balance as of the first day of the related calendar month prior to giving effect to any payment activity on such date;

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multiplied by

(2)    twelve.]

177

Annex A

Static Pool Information

This Annex contains static pool information about prior pools of automobile loan contracts that were securitized in transactions sponsored by AmeriCredit as part of its AMCAR platform during the past [five] years. The first section of this Annex presents summary information about the prior securitization pools, including original pool characteristics, the distribution of automobile loan contracts by credit bureau score at origination, custom score at origination, APR and the top five geographic locations of obligors. In the second section of this Annex, certain historical performance data for each prior pool is presented, including Cumulative Net Losses, Delinquencies, Prepayment (ABS) Speeds and Pool Factors for each securitization for each month since its closing date. Graphical representations of historical [Cumulative Net Losses, 61+ Delinquencies and Prepayment (ABS) Speeds] are presented following the tabular data.

The Cumulative Net Loss percentage, also referred to in this prospectus as Cumulative Net Liquidated Receivables, for a securitization as of any particular month is equal to (i) the cumulative amount that is represented by the principal balance of all automobile loan contracts that had become liquidated since the closing date, calculated as of the end of the preceding month, less proceeds from the liquidation of the related vehicle and any subsequent post-charge off recoveries since the closing date divided by (ii) the original pool balance of all of the automobile loan contracts. For a more detailed description of the components of cumulative net losses, refer to “Liquidated Receivable” and “Net Liquidation Proceeds” in the Glossary section of this prospectus.

Delinquency percentages represent the aggregate outstanding balance of delinquent automobile loan contracts in the securitized pool at the beginning of a specified number of months since the closing date as a percentage of the aggregate outstanding principal balance of all automobile loan contracts in the securitized pool at the beginning of that monthly period. An automobile loan contract is considered delinquent when an obligor fails to make at least 90% of a scheduled automobile loan contract payment by the contractual payment due date. Automobile loan contracts that are included in a delinquency period are based on the number of days payments are contractually past due (excluding (i) automobile loan contracts with respect to which the servicer has repossessed the related financed vehicle and (ii) automobile loan contracts which have become Liquidated Receivables). Data is presented for three discrete periods of delinquency: 31-60 days, 61-90 days and 91-120 days past due.

Prepayment (ABS) Speeds are calculated based on actual prepayments on automobile loan contracts, meaning any principal reductions related to the automobile loan contracts in excess of the scheduled principal payments for the automobile loan contracts for the applicable period. These include voluntary prepayments, payments from third parties, repurchases, and funds not recovered due to charge-offs. The amount by which the actual month-end principal balance is lower than the scheduled month-end principal balance is the prepayment amount. The Prepayment (ABS) Speed follows the Bond Market Association standard formula for computing ABS prepayment speeds. The single monthly mortality rate or “SMM,” representing the percentage of remaining loans that prepay each month, is divided by the age (in months) of the remaining pool balance less one, times the SMM, plus one, to determine the Prepayment Speed.

A securitization’s Pool Factor represents the aggregate month-end principal balance of the automobile loan contracts in the securitized pool divided by the original principal balance of all automobile loan contracts in the pool. For a more detailed description of pool factors, refer to “Pool Factor” in this prospectus.

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A Custom Score is a proprietary credit score developed and utilized by the sponsor to support the credit approval process and risk-based pricing. The scale of the Custom Score is not comparable to a Credit Bureau Score. A Custom Score may not be available for a small portion of accounts and those accounts are not be included in the Custom Score tables in this Annex A.

A Credit Bureau Score is a FICO® Auto Score generated by credit reporting agencies. The sponsor receives Credit Bureau Scores from various credit reporting agencies, depending on the location of the obligor.

Wholesale LTV is calculated using the total amount financed under an automobile loan contract, which may include taxes, title fees and ancillary products, over the wholesale auction value of the related financed vehicle at the time the vehicle is financed. The vehicle value at origination is determined using NADA or “Kelley Blue Book Trade-in” prices for used vehicles or dealer invoice/dealer wholesale prices for new vehicles.

The characteristics of the automobile loan contracts included in prior securitizations may vary from the characteristics of the automobile loan contracts owned by the issuing entity. For additional details regarding the automobile loan contracts that will be owned by the issuing entity, you should refer to “The Automobile Loan Contracts – Composition[ of Each Pool]” in this prospectus. In addition, these differences, along with the varying economic conditions applicable to the securitized pools, may impact the performance of securitized pools. There can be no assurance that the performance of the prior securitization transactions outlined in Annex A will correspond to, or be an accurate predictor of, the performance of this securitization transaction.

Notwithstanding the fact that AmeriCredit originated all of the automobile loan contracts that were included in each prior securitized pool that is described in this Annex A and also originated all of the automobile loan contracts that are described in the prospectus to which this Annex A is attached, the original characteristics of each prior securitized pool will likely differ, in some cases in material ways, from the pool[s] of automobile loan contracts that [is]/[are] described in this prospectus. Nevertheless, AmeriCredit’s underwriting and origination procedures have remained relatively stable over time and so the prior securitized pools are generally comparable to the pool[s] described in the prospectus.

[In accordance with Item 1105(a)(3)(ii) of Regulation AB, the information provided in Annex A will be of a date no later than 135 days from the date of the first use of the related prospectus.]

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[AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

Original Pool Characteristics

	20      -	20      -	20      -	20      -	20      -	20      -
Delivery
Cutoff Date
Close Date
Pool Assets(1)
Original Pool Count
Original Pool Balance
Average Principal Balance
Minimum
Maximum
Original Principal Balance - New %
Original Principal Balance - Used %
Weighted Average Annual Percentage Rate (APR)
Weighted Average Original Term (months)
Range of Original Terms (months)
Weighted Average Remaining Term (months)
Range of Remaining Terms (months)
Weighted Average Loan-to-Value
Credit Bureau Score(2)(3)
Weighted Average
<540
540 - 599
600 - 659
660+
Custom Score(2)(3)
Weighted Average
<215
215 - 224
225 - 244
245 - 259
260+
APR Distribution(1)(3)
<7.00%
7.00% - 7.99%
8.00% - 8.99%
9.00% - 9.99%
10.00% - 10.99%
11.00% - 11.99%
12.00% - 12.99%
13.00% - 13.99%
14.00% - 14.99%
15.00% - 15.99%
16.00% - 16.99%
17.00% - 17.99%
18.00% - 18.99%
19.00% - 19.99%
20.00%+

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

Distribution of the Automobile Loan Contracts by Geographic Location of the Obligor

Top 5 States as a Percentage of Original Pool Balance

20    -		20    -		20    -		20    -		20    -		20    -
State	% Total	State	% Total	State	% Total	State	% Total	State	% Total	State	% Total

20    -		20    -		20    -		20    -		20    -
State	% Total	State	% Total	State	% Total	State	% Total	State	% Total

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

Cumulative Net Liquidated Receivables

As of             , 20    ⁽¹⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
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40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Cumulative Net Losses is described on page A-1 of this Appendix.

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

31-60 Day Delinquencies ⁽¹⁾

As of             , 20     ⁽²⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
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25
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31
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33
34
35
36
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40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Delinquencies is described on page A-1 of this Appendix.

⁽¹⁾ Automobile loan contracts with respect to which the servicer has repossessed the related financed vehicle or that are classified as a Liquidated Receivables, including automobile loan contracts that reach 120 days past due, are not included in this delinquency table.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

61-90 Day Delinquencies⁽¹⁾

As of             , 20     ⁽²⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
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25
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27
28
29
30
31
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33
34
35
36
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40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Delinquencies is described on page A-1 of this Appendix.

⁽¹⁾ Automobile loan contracts with respect to which the servicer has repossessed the related financed vehicle or that are classified as a Liquidated Receivables, including automobile loan contracts that reach 120 days past due, are not included in this delinquency table.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

91-120 Day Delinquencies⁽¹⁾

As of             , 20    ⁽²⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
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40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Delinquencies is described on page A-1 of this Appendix.

⁽¹⁾ Automobile loan contracts with respect to which the servicer has repossessed the related financed vehicle or that are classified as a Liquidated Receivables, including automobile loan contracts that reach 120 days past due, are not included in this delinquency table.

⁽²⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

Prepayment (ABS) Speed

As of             , 20     ⁽¹⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
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21
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40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Prepayment (ABS) Speeds is described on page A-1 of this Appendix.

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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AmeriCredit Automobile Receivables Trust (AMCAR) ABS Information

Pool Factor

As of             , 20     ⁽¹⁾

Months	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -	20    -
1	%	%	%	%	%	%	%	%	%	%	%
2
3
4
5
6
7
8
9
10
11
12
13
14
15
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18
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41
42
43
44
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46
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48
49
50
51
52
53
54
55
56
57
58
59
60

The calculation of Pool Factors is described on page A-1 of this Appendix.

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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Cumulative Net Losses ⁽¹⁾

The graph[s] below depict[s] Cumulative Net Losses for each month after closing for each of the sponsor’s securitizations related to its AMCAR platform for the past [five] years.

The calculation of Cumulative Net Losses is described on page A-1 of this Appendix.

[insert graphs]

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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61+ Delinquencies ⁽¹⁾

The graph[s] below depict[s] 61+ Delinquencies for each month after closing for each of the sponsor’s securitizations related to its AMCAR platform for the past [five] years.

The calculation of Delinquencies is described on page A-1 of this Appendix.

[insert graphs]

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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Prepayment (ABS) Speeds ⁽¹⁾

The graph[s] below depict[s] Prepayment (ABS) Speeds for each month after closing for each of the sponsor’s securitizations related to its AMCAR platform for the past [five] years.

The calculation of Prepayment (ABS) Speeds is described on page A-1 of this Appendix.

[insert graphs]

⁽¹⁾ January-March 2018 data points reflect the impact to certain credit metrics of a servicing system conversion for the sponsor’s retail loan and lease portfolios that occurred in early 2018.

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Annex B

Clearance, Settlement and Tax Documentation Procedures

NOTICE TO INVESTORS: THIS ANNEX B IS AN INTEGRAL PART OF THE PROSPECTUS TO WHICH IT IS ATTACHED.

Except in limited circumstances, the publicly offered notes will be available only in book-entry form. Investors in the publicly offered notes may hold the publicly offered notes through any of DTC, Clearstream or Euroclear. The publicly offered notes will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors through Clearstream and Euroclear will be conducted in the ordinary way in accordance with the normal rules and operating procedures of Clearstream and Euroclear and in accordance with conventional eurobond practice, which is seven calendar day settlement.

Secondary market trading between investors through DTC will be conducted according to DTC’s rules and procedures applicable to U.S. corporate debt obligations.

Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding publicly offered notes will be effected on a delivery-against-payment basis through the respective Depositaries of Clearstream and Euroclear and as DTC participants.

Non-U.S. holders of global notes will be subject to U.S. withholding taxes unless the holders meet a number of requirements and deliver appropriate U.S. tax documents to the notes clearing organizations or their participants.

Initial Settlement

All publicly offered notes will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the publicly offered notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their relevant depository which in turn will hold these positions in their accounts as DTC participants.

Investors electing to hold their publicly offered notes through DTC will follow DTC settlement practices. Investor notes custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their publicly offered notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary security and no lock-up or restricted period. Publicly offered notes will be credited to the notes custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

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Trading between DTC Participants

Secondary market trading between DTC participants will be settled using the procedures applicable to asset-backed notes issues in same-day funds.

Trading between Clearstream or Euroclear Participants

Secondary market trading between Clearstream participants or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC, Seller and Clearstream or Euroclear Participants

When publicly offered notes are to be transferred from the account of a DTC participant to the account of a Clearstream participant or a Euroclear participant, the purchaser will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day prior to settlement. Clearstream or Euroclear will instruct the relevant depository, as the case may be, to receive the publicly offered notes against payment. Payment will include interest accrued on the publicly offered notes from and including the last coupon distribution date to and excluding the settlement date, on the basis of the actual number of days in the accrual period and a year assumed to consist of 360 days. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the relevant depository to the DTC participant’s account against delivery of the publicly offered notes. After settlement has been completed, the publicly offered notes will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream participant’s or Euroclear participant’s account. The notes credit will appear the next day, European time and the cash debt will be back-valued to, and the interest on the global notes will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date and the trade fails, the Clearstream or Euroclear cash debt will be valued instead as of the actual settlement date.

Clearstream participants and Euroclear participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under this approach, they may take on credit exposure to Clearstream or Euroclear until the publicly offered notes are credited to their account one day later.

As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream participants or Euroclear participants can elect not to preposition funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream participants or Euroclear participants purchasing publicly offered notes would incur overdraft charges for one day, assuming they cleared the overdraft when the publicly offered notes were credited to their accounts. However, interest on the publicly offered notes would accrue from the value date. Therefore, in many cases the investment income on the global notes earned during that one-day period may substantially reduce or offset the amount of the overdraft charges, although the result will depend on each Clearstream participant’s or Euroclear participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures for crediting global notes to the respective European depository for the benefit of Clearstream participants or Euroclear participants. The sale proceeds will be available to the

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DTC seller on the settlement date. Thus, to the DTC participants a cross-market transaction will settle no differently than a trade between two DTC participants.

Trading between Clearstream or Euroclear Seller and DTC Purchaser

Due to time zone differences in their favor, Clearstream participants and Euroclear participants may employ their customary procedures for transactions in which publicly offered notes are to be transferred by the respective clearing system, through the respective depository, to a DTC participant. The seller will send instructions to Clearstream or Euroclear through a Clearstream participant or Euroclear participant at least one business day prior to settlement. In these cases Clearstream or Euroclear will instruct the respective depository, as appropriate, to credit the publicly offered notes to the DTC participant’s account against payment. Payment will include interest accrued on the publicly offered notes from and including the last interest payment to and excluding the settlement date on the basis of a 360-day year and the actual number of days elapsed in the accrual period (with respect to the Class A-1 Notes [and A-2-B Notes]) and on the basis of a 360-day year consisting of twelve 30-day months (with respect to all other notes). For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of Clearstream participant or Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. In the event that the Clearstream participant or Euroclear participant has a line of credit with its respective clearing system and elects to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date and the trade fails, receipt of the cash proceeds in the Clearstream participant’s or Euroclear participant’s account would instead be valued as of the actual settlement date.

Finally, day traders that use Clearstream or Euroclear and that purchase global notes from DTC participants for delivery to Clearstream participants or Euroclear participants may wish to note that these trades would automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

• borrowing through Clearstream or Euroclear for one day, until the purchase side of the trade is reflected in their Clearstream or Euroclear accounts in accordance with the clearing system’s customary procedures;

• borrowing the publicly offered notes in the United States from a DTC participant no later than one day prior to settlement, which would give the publicly offered notes sufficient time to be reflected in their Clearstream or Euroclear account in order to settle the sale side of the trade; or

• staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the Clearstream participant or Euroclear participant.

Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of publicly offered notes holding such notes through Clearstream, Euroclear, or DTC if the holder has an address outside of the United States will be subject to the 30% U.S. federal withholding tax that generally applies to payments of interest, including OID, on registered debt issued by U.S. Persons, unless:

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(1) each clearing system, bank or other financial institution that holds customers’ notes in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements; and

(2) such beneficial owner certifies as to an exemption or reduced tax rate, which may be done using one of the forms described below.

This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the publicly offered notes, including U.S. federal withholding tax under FATCA, as well as the application of the withholding tax regulations. You are encouraged to consult your own tax advisors for specific advice regarding the holding and disposing of the publicly offered notes. For further discussion of U.S. federal withholding tax under FATCA, see “Material U.S. Federal Income Tax Consequences—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” in this prospectus.

Exemption for Non-U.S. Persons – IRS Form W-8BEN or IRS Form W-8BEN-E

Beneficial owners of publicly offered notes that are Non-U.S. Persons, as defined below, generally can obtain a complete exemption from the U.S. federal income withholding tax by providing a duly executed IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals), or IRS Form W-8BEN-E, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities), as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or IRS Form W-8BEN-E may remain effective indefinitely.

Exemption for Non-U.S. Persons with effectively connected income - IRS Form W-8ECI

A Non-U.S. Person may claim an exemption from U.S. federal withholding on income effectively connected with the conduct of a trade or business in the United States by providing a duly executed IRS Form W-8ECI, Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States. The IRS Form W-8ECI is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8ECI changes, a new IRS Form W-8ECI must be provided within 30 days of the change.

Exemption or reduced rate for Non-U.S. Persons resident in treaty countries – IRS Form W-8BEN or IRS Form W-8BEN-E

A Non-U.S. Person may claim treaty benefits by providing a duly executed IRS Form W-8BEN, or IRS Form W-8BEN-E, as applicable. Generally, an IRS Form W-8BEN or IRS Form W-8BEN-E is valid for the period starting on the date the form is signed and ending on the last day of the third succeeding calendar year. If the information shown on IRS Form W-8BEN or IRS Form W-8BEN-E changes, a new IRS Form W-8BEN or IRS Form W-8BEN-E must be provided within 30 days of the change. In certain cases, an IRS Form W-8BEN or IRS Form W-8BEN-E may remain effective indefinitely.

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Exemption for U.S. Persons – IRS Form W-9

U.S. Persons may obtain a complete exemption from withholding tax by filing a duly executed IRS Form W-9, Request for Taxpayer Identification Number and Certification, supplying such U.S. Person’s federal taxpayer identification number and certain other information.

For purposes of this discussion, a U.S. Person is:

(1) a citizen or resident of the United States;

(2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof;

(3) an estate that is subject to U.S. federal income tax regardless of the source of its income; or

(4) a trust if a court within the United States can exercise primary supervision over its administration and at least one United States person (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) has the authority to control all substantial decisions of the trust.

A Non-U.S. Person is any person other than a U.S. Person or other than a partnership (including any entity treated as a partnership for U.S. federal income tax purposes).

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PART II.   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12.  Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offering described in this registration statement.

Securities and Exchange Commission registration fee	$  *
Rating agency fees	$  **
Printing	$  **
Legal fees and expenses	$  **
Accountants’ fees	$  **
Fees and expenses of Indenture Trustee	$  **
Fees and expenses of Owner Trustee	$  **
Fees and expenses of Asset Representations Reviewer	$  **
Miscellaneous expenses	$  **
Total	$  **

* Omitted because the registration fee is being deferred pursuant to Rules 456(c) and 457(s).

* These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

ITEM 13.  Indemnification of Directors and Officers.

Indemnification. Under the laws which govern the organization of the registrant, the registrant has the power and in some instances may be required to provide an agent, including an officer or director, who was or is a party or is threatened to be made a party to certain proceedings, with indemnification against certain expenses, judgments, fines, settlements and other amounts under certain circumstances.

Section XV of the Certificate of Incorporation of AFS SenSub Corp. provides that all officers and directors of the corporation shall be indemnified by AFS SenSub Corp. from and against all expenses, liabilities or other matters arising out of their status as an officer or director for their acts, omissions or services rendered in such capacities.

The form of the Underwriting Agreement, filed as Exhibit 1.1 to this Registration Statement, provides that AmeriCredit Financial Services, Inc. (“AmeriCredit”) and AFS SenSub Corp. will severally and jointly indemnify and reimburse the underwriter(s) and each controlling person of the underwriter(s) with respect to certain expenses and liabilities, including liabilities under the 1933 Act or other federal or state regulations or under the common law, which arise out of or are based on certain material misstatements or omissions in the Registration Statement. In addition, the Underwriting Agreement provides that the underwriter(s) will similarly indemnify and reimburse AmeriCredit and each controlling person of AmeriCredit with respect to certain material misstatements or omissions in the Registration Statement which are based on certain written information furnished by the underwriter(s) for use in connection with the preparation of the Registration Statement.

Insurance. As permitted under the laws which govern the organization of the registrant, AFS SenSub Corp.’s Certificate of Incorporation permits its board of directors to purchase and maintain insurance on behalf of the registrant’s agents, including its officers and directors, against any liability asserted against them in such capacity or arising out of such agents’ status as such, whether or not the registrant would have the power to indemnify them against such liability under applicable law.

ITEM 14.  Exhibits.

Exhibits		Description
	1.1	Form of Underwriting Agreement*
	3.1	Certificate of Incorporation of AFS SenSub Corp.*
	3.2	By-Laws of AFS SenSub Corp.*
	4.2	Form of Indenture (including forms of Notes)*
	4.3	Form of Trust Agreement*
	4.4	Form of Amended and Restated Trust Agreement*
	4.5	Form of Sale and Servicing Agreement*
	5.1	Opinion of Katten Muchin Rosenman LLP with respect to legality.*
	8.1	Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
	10.1	Form of Purchase Agreement*
	10.2	Form of Asset Representations Review Agreement*
	10.3	Second Amended and Restated Servicing Agreement, dated as of January 1, 2006, by and between AmeriCredit Financial Services, Inc. and AFS of Canada*
	23.1	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1)
	23.2	Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1)
	24.1	Powers of Attorney (incorporated by reference to the signature page to the Registration Statement of AFS SenSub Corp. on Form SF-3 (Reg. No. 333-261851) filed on December 22, 2021)
	36.1	Form of Depositor certification for shelf offerings of asset-backed securities*
	102.1	Asset data file**
	103.1	Asset related documents**
	107	Form of Filing Fee Table*

* Filed with this Amendment No. 1 to Form SF-3.

** To be incorporated by reference from the Form ABS-EE for such offering on file at the time of the Rule 424(h) or Rule 424(b) filing, as applicable, for such offering.

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ITEM 15.  Undertakings.

(a)        The undersigned registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)        To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)        To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(A) [Not applicable].

(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 (§ 239.13), Form SF-3 (§ 239.45) or Form F-3 (§ 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§ 230.424(b)) that is part of the registration statement.

(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S–1 (§ 239.11), Form SF-1 (§ 239.13) or Form SF-3 (§ 239.45) or Form S–3 (§ 239.13), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           [Not applicable].

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(5)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)    [Not applicable].

(ii)    [Not applicable].

(iii)    If the registrant is relying on § 230.430D:

(A)        Each prospectus filed by the registrant pursuant to §§ 230.424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)        Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on § 230.430D relating to an offering made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in § 230.430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6)           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)        Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii)        Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)        The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv)        Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)           If the registrant is relying on § 230.430D, with respect to any offering of securities registered on Form SF–3 (§ 239.45), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) [Not applicable].

(d) [Not applicable].

(e) [Not applicable].

(f) [Not applicable].

(g) [Not applicable].

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

(1)        For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)        For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the

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Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(k) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, AFS SenSub Corp., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3, and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on February 28, 2022.

AFS SENSUB CORP.

By:      /s/ Sheli Fitzgerald                                 

Name: Sheli Fitzgerald

Title:   Chief Executive Officer and President

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Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following officers and directors of the registrant, AFS SenSub Corp., in the capacities and on the date indicated.

Signature	Title	Date
/s/ Sheli Fitzgerald Sheli Fitzgerald	Chief Executive Officer and President of AFS SenSub Corp.	February 28, 2022
* Susan B. Sheffield	Director, Executive Vice President and Chief Financial Officer of AFS SenSub Corp.	February 28, 2022
* Connie Coffey	Executive Vice President, Corporate Controller and Chief Accounting Officer of AFS SenSub Corp.	February 28, 2022
* Kevin P. Burns	Director of AFS SenSub Corp.	February 28, 2022
* Daniel E. Berce	Director of AFS SenSub Corp.	February 28, 2022

*By: /s/ Sheli Fitzgerald    

Sheli Fitzgerald, Agent and Attorney-in-Fact

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EX-1.1

Exhibit 1.1

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

Class A-1         % Asset Backed Notes

Class A-2[-A]         % Asset Backed Notes

[Class A-2-B Floating Rate Asset Backed Notes]

Class A-3         % Asset Backed Notes

Class B         % Asset Backed Notes

Class C         % Asset Backed Notes

Class D         % Asset Backed Notes

UNDERWRITING AGREEMENT

[UNDERWRITER]

As a Representative of the Underwriters

[Address]

[UNDERWRITER]

As a Representative of the Underwriters

[Address]

[UNDERWRITER]

As a Representative of the Underwriters

[Address]

[UNDERWRITER]

As a Representative of the Underwriters

[Address]

                , 20    

Ladies and Gentlemen:

AmeriCredit Financial Services, Inc., a corporation organized and existing under the laws of Delaware (the “Sponsor”), and AFS SenSub Corp., a Nevada corporation (the “Seller”) (the Sponsor and the Seller, collectively, the “Companies”), agree with you as follows:

Section 1.        Issuance and Sale of Notes. The Seller has authorized the issuance and sale of $         Class A-1     % Asset Backed Notes (the “Class A-1 Notes”), $         Class A-2[-A]         % Asset Backed Notes (the “Class A-2[-A] Notes”), [$         Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and, together with the Class A-2-A Notes, the “Class A-2 Notes”),] $         Class A-3         % Asset Backed Notes (the “Class A-3 Notes” and together with the Class A-1 Notes, the Class A-2[-A] Notes [and the Class A-2-B Notes], the “Class A Notes”), $         Class B         % Asset Backed Notes (the “Class B Notes”), $         Class C         % Asset Backed Notes (the “Class C Notes”), $         Class D         % Asset Backed Notes (the “Class D Notes”; and together with the Class A Notes, the Class B Notes and the Class C Notes, the “Publicly Offered Notes”) and $         Class E         % Asset Backed Notes (the “Class E Notes”; and together with the Publicly Offered Notes, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20    -     (the “Trust”) pursuant to an Indenture, to be dated as of             , 20     (the “Indenture”), between the Trust and [Trustee] (“[Trustee]”), a                      banking                     , as indenture trustee (the “Trustee”) and as trust collateral agent (the “Trust Collateral Agent”). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, together, the “Securities”) pursuant to a trust agreement, dated as of             , 20    , as amended and restated as of             , 20     (the “Trust Agreement”), between the Seller and [Owner Trustee], as owner trustee (the “Owner Trustee”). The assets of the Trust will initially include a pool of retail installment sale contracts and promissory notes secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder after             , 20     (the “Cutoff Date”). The Trust will provide for the review of the Receivables for

compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, AmeriCredit Financial Services, Inc., as servicer, and [Asset Representations Reviewer] (the “Asset Representations Reviewer”).

[The Trust will enter into an interest rate swap agreement with [Hedge Provider] (the “Hedge Counterparty”) on the Closing Date (as defined below) to hedge the floating interest rate on the Class A-2-B Notes (the “Hedge Agreement”).]

As used herein, the term “Sponsor Agreements” means the Sale and Servicing Agreement, dated as of             , 20     (the “Sale and Servicing Agreement”), among the Trust, the Sponsor, as servicer, the Seller and [Trust Collateral Agent], as trust collateral agent, the Purchase Agreement, dated as of             , 20     (the “Purchase Agreement”), between the Sponsor and the Seller, the Asset Representations Review Agreement, and this Underwriting Agreement, dated as of             , 20     (this “Agreement”), among the Underwriters (as defined below), the Sponsor and the Seller; the term “Seller Agreements” means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and this Agreement.

The Publicly Offered Notes are being purchased by the Underwriters named in Schedule I hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Publicly Offered Notes set forth opposite their names in Schedule I, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Underwriter], [Underwriter], [Underwriter] and [Underwriter] are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives.”

It is anticipated that the [Class E Notes] [will be privately placed primarily with institutional investors]/[will initially be retained by the Seller or an affiliate of the Seller] and that the Certificate will initially be retained by the Seller.

Defined terms used herein, but not otherwise defined, shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Section 2.        Representations and Warranties.

A.        The Sponsor represents, warrants and agrees with the Underwriters, that as of the Execution Time (as defined below), as of the Applicable Time (as defined below) and as of             , 20     (the “Closing Date”):

(i)        The Seller (the “Registrant”) has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (Registration No. 333-        ) on Form SF-3, including a form of prospectus, for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale of the Publicly Offered Notes. The Registrant may have filed one or more amendments thereto, each of which amendments has previously been furnished to you. The Registrant has filed the Time of Sale Information (as hereinafter defined) with the Commission. Promptly after execution and delivery of this Agreement, the Registrant will prepare and file with the Commission a final prospectus relating to the Publicly Offered Notes in accordance with the provisions of Rule 430D and Rule 424(b). Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430D is referred to as “Rule 430D Information”. Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated therein by reference pursuant to the Securities Act at such time and documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and Regulations”) of the Commission under the Securities Act, is herein called the “Registration Statement”; provided that references to the Effective Date (as hereinafter defined) or other matters relating to the Registration Statement shall be deemed to be references to the Effective Date or such other matters relating to the registration statement included in the Registration Statement. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.”

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“Free Writing Prospectus” means, collectively, the free writing prospectus, filed by the Seller with the Commission on             , 20     relating to the ratings on the Notes (the “Ratings FWP”), and each other free writing prospectus used in connection with the offering of the Publicly Offered Notes. “Preliminary Prospectus” means, the preliminary prospectus used in connection with the offering of the Publicly Offered Notes, dated as of             , 20    , and filed with the Commission on             , 20    , that omitted certain Rule 430D Information, “Time of Sale Information” means collectively, the Preliminary Prospectus and the Ratings FWP, taken as a whole. “Prospectus” means the prospectus that is first filed after the Execution Time pursuant to Rule 424(b) including the documents incorporated by reference therein pursuant to the Securities Act at the time of execution of this Agreement. “Road Show Information” means, a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission.

(ii)        The Registrant has included in the Registration Statement, as amended at the Effective Date, all information required by the Securities Act and the Rules and Regulations to be included in the Prospectus with respect to the Publicly Offered Notes and the offering thereof and as of the Effective Date the Registration Statement complied in all material respects with the Rules and Regulations. As filed, the Time of Sale Information includes all information with respect to the Publicly Offered Notes and the offering thereof required by the Securities Act and the Rules and Regulations with respect to a free writing prospectus and a preliminary prospectus and complies in all material respects with the Rules and Regulations. As filed, the Prospectus shall include all information with respect to the Publicly Offered Notes and the offering thereof required by the Securities Act and the Rules and Regulations, shall comply in all material respects with the Rules and Regulations and, except to the extent that the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Time of Sale Information) as the Registrant has advised the Underwriters, prior to the Execution Time, will be included or made therein.

For purposes of this Agreement, “Applicable Time” shall have the meaning referred to in Section 2.A(vi) hereof. “Effective Time” means, with respect to the Registration Statement, the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission, or, if later, the earlier of the date of filing of a prospectus required under Rule 424 deemed to be part of the Registration Statement or the date and time of the first sale of the Publicly Offered Notes and “Effective Date” means the date of the Effective Time. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Rule 405,” Rule 415,” “Rule 424,” “Rule 430D,” “Rule 433” and “Regulation S-K” refer to such rules or regulations under the Securities Act. Any reference herein to the Registration Statement, the Time of Sale Information or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 10 of Form SF-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the Effective Date of the Registration Statement or the date of first use of a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of such Free Writing Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof or included therein. For purposes of this Agreement, all references to the Registration Statement, a Free Writing Prospectus, the Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to refer to the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

(iii)        The Registrant meets the requirements for use of Form SF-3 under the Securities Act. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(vii). At the time of filing the Original Registration Statement, at the earliest time thereafter that the Registrant or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Publicly Offered Notes and at the date hereof, the Registrant was not and is not an “ineligible issuer”, as defined in Rule 405 of the Rules and Regulations.

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(iv)        The Original Registration Statement became effective on             , 20    , and any post-effective amendment thereto also has become effective and is effective as of the date hereof. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Sponsor, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. Prior to the issuance of the Notes, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(v)        Except as otherwise permitted herein, neither the Sponsor nor any of its affiliates has distributed or otherwise used or will distribute or otherwise use or has or will authorize, approve or refer to, any “written communication,” including any other “free writing prospectus” (each as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of any offer to buy relating to the Publicly Offered Notes; provided that the Sponsor and its affiliates shall be permitted to issue press releases regarding the Publicly Offered Notes after the Applicable Time.

(vi)        At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430D(f)(2) and at the Closing Time (as defined below), the Registration Statement complied and will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules and regulations of the Commission thereunder and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Time of Sale Information, as of the respective dates of the components thereof and the Applicable Time, did not, and at the Closing Time, will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and none of the Prospectus or any amendment or supplement thereto, at the respective times that the Prospectus or any such amendment or supplement was issued and at the Closing Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Sponsor by the Underwriters as Underwriter Information specifically for use therein.

The term “Underwriter Information” means with respect to each of the Prospectus and the Preliminary Prospectus[, in the body of the related Preliminary Prospectus or Prospectus, as applicable and within the section entitled “Underwriting”, (i) the paragraph under the heading “United Kingdom”, (ii) the paragraph under the heading “European Economic Area” and (iii) the third paragraph following the second table].

To the extent that the Underwriters have provided to the Seller any Other Offering Document (as defined below), the Seller has filed such Other Offering Document as required by, and within the time frames prescribed by, the Rules and Regulations; provided, that the Seller shall not be required to have filed any Other Offering Document that consists solely of information (a) contemplated by Rule 134 of the Rules and Regulations and included or to be included in the Preliminary Prospectus or the Prospectus, (b) contemplated by Rule 172(a) of the Rules and Regulations or (c) that is not otherwise required to be filed pursuant to the Rules and Regulations.

The Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Publicly Offered Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

As used in this subsection and elsewhere in this Agreement, “Applicable Time” means     :       .m., New York City time, on             , 20     or such other time as agreed by the parties hereto.

(vii)        The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations of the

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Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(viii)      Since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, or the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus as amended or supplemented, (x) there has not been any material adverse change, or any developments involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor and (y) the Sponsor has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Sponsor that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Publicly Offered Notes, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus or the Prospectus, as so amended or supplemented.

(ix)      The Sponsor is not aware of (x) any request by the Commission for any further amendment of the Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(x)      As of its date and at the Applicable Time, the Road Show Information did not, and at the Closing Date will not, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(xi)      The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Sponsor Agreement and to cause the Securities to be issued.

(xii)      There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Sponsor is a party or of which any of its properties is the subject (a) which if determined adversely to it is likely to have a material adverse effect individually, or in the aggregate, on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, (b) asserting the invalidity of any Sponsor Agreement, in whole or in part, or the Securities, (c) seeking to prevent the issuance of the Securities or the consummation by the Companies of any of the transactions contemplated by any Sponsor Agreement, in whole or in part, or (d) which if determined adversely is likely to materially and adversely affect the performance by the Sponsor of its obligations under, or the validity or enforceability of, any Sponsor Agreement, in whole or in part, or the Securities.

(xiii)      Each Sponsor Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Sponsor and each Sponsor Agreement constitutes, a valid and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms, except to the extent that the enforceability hereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect

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relating to or affecting creditors’ rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(xiv)      The issuance and delivery of the Securities, and the execution, delivery and performance of each Sponsor Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Sponsor is a party, by which the Sponsor may be bound or to which any of the property or assets of the Sponsor or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Sponsor or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Sponsor or any of its respective properties or assets.

(xv)      The third party referenced in Section 7(T) of this Agreement is independent from the Sponsor.

(xvi)      No consent, approval, authorization, order, registration or qualification of or with any federal or state court or governmental agency or body of the United States is required for the issuance and sale of the Publicly Offered Notes, or the consummation by the Sponsor of the other transactions contemplated by this Agreement, except the registration under the Securities Act of the Publicly Offered Notes and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Publicly Offered Notes by the Underwriters.

(xvii)      The Sponsor possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Registration Statement, the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus (or is exempt therefrom) and the Sponsor has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xviii)      The Sponsor will not conduct its operations while any of the Securities are outstanding in a manner that would require the Sponsor or the Trust to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), as in effect on the date hereof.

(xix)      The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing regulations, the “Volcker Rule”).

(xx)      Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Sponsor Agreement and the Securities that are required to be paid by the Sponsor at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xxi)      At the Closing Date, each of the representations and warranties of the Sponsor set forth in any Sponsor Agreement will be true and correct in all material respects.

(xxii)      The Sponsor has executed and delivered a written representation (the “17g-5 Representation”) to each of the nationally recognized statistical rating organizations hired by the Sponsor (the “Engaged NRSROs”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) and a copy of which has been delivered to the Representatives. The Sponsor has complied, and has caused the Seller to comply, with the 17g-5 Representations.

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(xxiii)      At the Closing Time, no Event of Default or Servicer Termination Event has occurred and is continuing.

(xxiv)      Any certificate signed by an officer of the Sponsor and delivered to the Representatives or the Representatives’ counsel in connection with an offering of the Publicly Offered Notes shall be deemed, and shall state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2.A are made.

(xxv)      The Sponsor has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 of the Exchange Act) relating to the Publicly Offered Notes, other than                     , who performed certain agreed upon procedures in respect of the Receivables, and delivered to the Sponsor and the Underwriters a signed report entitled “Report of Independent Accountants’ on Applying Agreed-Upon Procedures”, dated                 , 20     (the “Third-Party Diligence Report”). The Sponsor or the Seller has complied with Rule 15Ga-2 of the Exchange Act with respect to the Third-Party Diligence Report, other than any breach arising from a breach by any Underwriter of the representation set forth in Section 20(c) of this Agreement, and the Sponsor or the Seller has furnished to the Commission pursuant to EDGAR the Form ABS-15G (together with any revision or amendment thereof or any supplement thereto, the “Form ABS-15G”).

(xxvi)      To the best of the Sponsor’s knowledge, the Asset Representations Reviewer satisfies the requirements in the definition of “asset representations reviewer” set forth in Item 1101(m) of Regulation AB under the Securities Act.

(xxvii)      The Sponsor has complied, on the Closing Date will comply, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”). The Sponsor or (to the extent permitted by the Credit Risk Retention Rules) one of its “majority-owned affiliates” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”) will hold the [“eligible horizontal residual interest”/“eligible vertical interest”] (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention,” [and will determine the fair value of the Retained Interest as required by the Credit Risk Retention Rules, based on its own valuation methodology, inputs and assumptions and is solely responsible therefor].

B.      The Seller represents, warrants and agrees with the Underwriters, that as of the Execution Time, as of the Applicable Time and as of the Closing Date:

(i)      None of (a) the Registration Statement, at the time the Original Registration Statement became effective, at the respective times that each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430D(f)(2) and at the Closing Time, and (b) the Time of Sale Information, as of their respective dates, and the Time of Sale Information, at the Applicable Time, and (c) the Prospectus or any amendment or supplement thereto, at the respective times the Prospectus or any such amendment or supplement was issued and at the Closing Time, and (d) the Ratings FWP, at the Closing Time, contains or will contain, as applicable, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

(ii)      The documents incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Securities Act or the Exchange Act and the Rules and Regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of the Exchange Act and the Rules and Regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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(iii)      Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, (x) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller and (y) the Seller has not entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Seller that, in either case, would reasonably be expected to materially adversely affect the interests of the holders of the Securities, otherwise than as set forth or contemplated in the Registration Statement, the Preliminary Prospectus or the Prospectus, as so amended or supplemented.

(iv)      The Seller is not aware of (x) any request by the Commission for any further amendment of the Registration Statement, the Time of Sale Information or the Prospectus or for any additional information, (y) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (z) any notification with respect to the suspension of the qualification of the Notes for the sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(v)      The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller and has all power and authority necessary to own or hold its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under each Seller Agreement.

(vi)    There are no actions, proceedings or investigations pending before or threatened by any court, administrative agency or other tribunal to which the Seller is a party or of which any of its properties is the subject (a) which if determined adversely to it are likely to have a material adverse effect individually, or in the aggregate, on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller, (b) asserting the invalidity of any Seller Agreement in whole or in part, (c) seeking to prevent the issuance of the Securities or the consummation by the Seller of any of the transactions contemplated by any Seller Agreement in whole or in part, or (d) which if determined adversely is likely to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, any Seller Agreement in whole or in part, or the Securities.

(vii)      Each Seller Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by the Seller and each Seller Agreement constitutes, a valid and binding agreement of the Seller, enforceable against the Seller in accordance with their respective terms, except to the extent that the enforceability thereof may be subject (x) to insolvency, reorganization, moratorium, receivership, conservatorship, or other similar laws, regulations or procedures of general applicability now or hereafter in effect relating to or affecting creditors’ rights generally, (y) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under this Agreement, to limitations of public policy under applicable securities laws.

(viii)      The execution, delivery and performance of each Seller Agreement by the Seller and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach of or violate any term or provision of or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Seller is a party, by which the Seller may be bound or to which any of the property or assets of the Seller or any of its subsidiaries may be subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Seller (or any amendments thereto) or any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or any of its respective properties or assets.

(ix)      The third party referenced in Section 7(T) of this Agreement is independent from the Seller.

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(x)      No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance and sale of the Publicly Offered Notes, or the consummation by the Seller of the transactions contemplated by each Seller Agreement except the registration under the Securities Act of the Securities and such consents, approvals, authorizations, registrations or qualifications as may have been obtained or effected or as may be required under securities or Blue Sky laws in connection with the purchase and distribution of the Publicly Offered Notes by the Underwriters.

(xi)      The Seller possesses (and has caused the Trust to possess) all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus (or each is exempt therefrom) and the Seller has not received notice of any proceedings relating to the revocation or modification of such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, is likely to materially and adversely affect the conduct of its business, operations, financial condition or income.

(xii)      The Seller will have the power and authority to sell the Receivables to the Trust. Following the conveyance of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Trust will own the Receivables free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”) other than Liens created by the Sale and Servicing Agreement.

(xiii)      As of the Cutoff Date each of the Receivables met the eligibility criteria described in the Preliminary Prospectus and the Prospectus.

(xiv)      Neither the Seller nor the Trust created by the Trust Agreement will conduct their operations while any of the Securities are outstanding in a manner that would require the Seller or the Trust to be registered as an “investment company” under the 1940 Act, as in effect on the date hereof.

(xv)      The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the Volcker Rule.

(xvi)      Each of the Securities, the Indenture, the Sale and Servicing Agreement, the Purchase Agreement, the Asset Representations Review Agreement and the Trust Agreement and [the Hedge Agreement] conforms in all material respects to the descriptions thereof contained in the Preliminary Prospectus and in the Prospectus.

(xvii)      Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of any Seller Agreement [, the Hedge Agreement] and the Securities that are required to be paid by the Seller at or prior to the Closing Date have been paid or will be paid at or prior to the Closing Date.

(xviii)      At the Closing Date, each of the representations and warranties of the Seller set forth in any Seller Agreement will be true and correct in all material respects.

(xix)      As of its date and at the Applicable Time, the Road Show Information did not, and at the Closing Date will not, contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(xx)      The direction by the Seller to the Owner Trustee to execute, authenticate, issue and deliver the Certificate will be duly authorized by the Seller and, assuming the Owner Trustee has been duly authorized to do so, when executed, authenticated, issued and delivered by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and outstanding and will be entitled to the benefits of the Trust Agreement.

(xxi)      Any certificate signed by an officer of the Seller and delivered to the Representatives or the Representatives’ counsel in connection with an offering of the Publicly Offered Notes shall be deemed, and shall

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state that it is, a representation and warranty as to the matters covered thereby to each person to whom the representations and warranties in this Section 2.B are made.

(xxii)      A certification executed by the chief executive officer of the Seller, as depositor (the “CEO Certification”), shall have been filed with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

(xxiii)      The Seller has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 of the Exchange Act) relating to the Publicly Offered Notes, other than                     , who performed certain agreed upon procedures in respect of the Receivables, and delivered to the Sponsor and the Underwriters the Third-Party Diligence Report. The Sponsor or the Seller has complied with Rule 15Ga-2 of the Exchange Act with respect to the Third-Party Diligence Report, other than any breach arising from a breach by any Underwriter of the representation set forth in Section 20(c) of this Agreement, and the Sponsor or the Seller has furnished to the Commission pursuant to EDGAR the Form ABS-15G.

(xxiv)      The Sponsor has complied, on the Closing Date will comply, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the Credit Risk Retention Rules. The Sponsor or (to the extent permitted by the Credit Risk Retention Rules) one of its Majority-Owned Affiliates will hold the Retained Interest in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention”, and will determine the fair value of the Retained Interest as required by the Credit Risk Retention Rules, based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

Section 3.      Purchase and Sale. The Underwriters’ commitment to purchase the Publicly Offered Notes pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties of the Companies herein contained and shall be subject to the terms and conditions herein set forth. The Sponsor agrees to instruct the Trust to issue the Publicly Offered Notes to the Underwriters, and the Underwriters agree to purchase, severally and not jointly, the Publicly Offered Notes in the respective amounts set forth in Schedule I hereto on the date of issuance thereof. The purchase prices for the Publicly Offered Notes shall be as set forth on Schedule I hereto.

Section 4.      Delivery and Payment. Payment of the purchase price for, and delivery of, any Publicly Offered Notes to be purchased by the Underwriters shall be made at the office of Katten Muchin Rosenman LLP, [Address], or at such other place as shall be agreed upon by the Representatives and the Companies, at     :       .m. New York City time on             , 20     (the “Closing Time”), or at such other time or date as shall be agreed upon in writing by the Representatives and the Companies. Payment shall be made by wire transfer of same day funds payable to the account designated by the Sponsor. Each of the Publicly Offered Notes so to be delivered shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company.

The Companies agree to have authentic copies of the Publicly Offered Notes available for inspection and checking by the Representatives in New York, New York, not later than     :       .m. New York City time on the Business Day prior to the Closing Date. The original global certificated Publicly Offered Notes will be held by [Indenture Trustee], as trustee, in [City], [State].

Section 5.      Offering by Underwriters. It is understood that the Underwriters propose to offer the Publicly Offered Notes for sale to the public as set forth in the Prospectus. If the Sponsor, the Seller or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by the Sponsor, the Seller or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, any of the Sponsor, the Seller or such Underwriter may prepare corrective information, with notice to the other parties, and such Underwriter shall deliver such information in a manner

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reasonably acceptable to all parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:

(i) adequate disclosure of the contractual arrangement;

(ii) adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;

(iii) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and

(iv) a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

Any costs or losses incurred in connection with any such termination or reformation shall be subject to Section 8 hereof.

Section 6.        Covenants of the Companies. Each of the Companies covenants with the Underwriters as follows:

A.        Subject to Section 6.B, it will comply with the requirements of Rules 424(b) and 430D and will notify the Representatives immediately, and confirm the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment to the Prospectus, (ii) the receipt of any comments from the Commission relating to the Registration Statement, any Free Writing Prospectus, the Preliminary Prospectus, or the Prospectus, (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Free Writing Prospectus or the Preliminary Prospectus, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and (v) the happening of any event during the period referred to in Section 6.E which, in the judgment of the Sponsor, makes the Registration Statement or the Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Companies will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain as soon as possible the lifting thereof.

B.        Prior to the termination of the offering of the Publicly Offered Notes, the Sponsor will not file any amendment to the Registration Statement or any amendment, supplement or revision to either the Preliminary Prospectus, any Free Writing Prospectus or to the Prospectus, unless the Sponsor has furnished the Underwriters with a copy for their review prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Underwriters shall reasonably object.

C.        It has furnished or will deliver to the Underwriters and counsel for the Underwriters, without charge, a signed copy of the Original Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and a signed copy of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Original Registration Statement and of each amendment thereto (without exhibits) for the Underwriters. The copies of the Original Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

D.        The Sponsor will deliver to the Underwriters, without charge, electronic copies of the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and hereby consents to the use of such electronic copies for purposes permitted by the Securities Act. The Prospectus and any amendments or supplements

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thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

E.        It will comply with the Securities Act and the Rules and Regulations, the Exchange Act and the rules and regulations thereunder and the Trust Indenture Act and the rules and regulations thereunder so as to permit the completion of the distribution of the Publicly Offered Notes as contemplated in this Agreement, the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Trust Agreement, the Registration Statement, any Free Writing Prospectus and the Prospectus. If at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Publicly Offered Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel to the Companies, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the Securities Act or the Rules and Regulations, the Sponsor will promptly prepare and file with the Commission, subject to the review and approval provisions afforded to the Underwriters described in Section 6.B, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Preliminary Prospectus or the Prospectus comply with such requirements, the Sponsor will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable and the Seller will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. Any such filing shall not operate as a waiver or limitation of any right of the Underwriters hereunder.

F.        The Seller will use its best efforts, in cooperating with the Sponsor and the Underwriters, to qualify the Publicly Offered Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may designate, and maintain or cause to be maintained such qualifications in effect for as long as may be required for the distribution of the Publicly Offered Notes. The Seller will cause the filing of such statements and reports as may be required by the laws of each jurisdiction in which the Publicly Offered Notes have been so qualified.

G.        The Seller will not, without the prior written consent of the Representatives, contract to sell any certificates, notes or other similar securities, in each case collateralized by automobile loan contracts or promissory notes of similar aggregate credit quality as the Receivables and which utilizes an offering document similar to the Prospectus, either directly or indirectly (as through the Sponsor) for a period of five (5) business days after the later of the termination of the syndicate or the date hereof.

H.        So long as the Publicly Offered Notes shall be outstanding, the Seller shall, upon the request of any Underwriter, deliver to such Underwriter as soon as such statements are furnished to the Trustee: (i) the annual statement as to compliance of the Servicer delivered to the Trustee pursuant to Section 4.10(a) of the Sale and Servicing Agreement and the annual assessments of compliance with servicing criteria; (ii) the annual accountants attestations in respect of the annual assessments of compliance and any other statement of a firm of independent public accountants furnished to the Trustee pursuant to Section 4.11 of the Sale and Servicing Agreement with respect to the Servicer; and (iii) the monthly reports furnished to the Noteholders pursuant to Section 5.9 of the Sale and Servicing Agreement.

I.        So long as any of the Publicly Offered Notes are outstanding, the Seller will furnish to the Underwriters (i) as soon as practicable after the end of the fiscal year of the Trust, all documents required to be distributed to Noteholders and other filings with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder with respect to any securities issued by the Sponsor or the Seller that are (A) non-structured equity or debt offering of the Sponsor or the Seller or (B) the Notes and (ii) from time to time, any other information concerning the Sponsor or the Seller filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters shall reasonably request in writing.

J.        It will apply the net proceeds from the sale of the Notes in the manner set forth in the Prospectus.

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K.        If, between the date hereof or, if earlier, the dates as of which information is given in the Prospectus and the Closing Date, to the knowledge of the Seller, there shall have been any material change, or any development involving a prospective material change in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Sponsor or the Seller, the Seller will give prompt written notice thereof to the Underwriters.

L.        To the extent, if any, that the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Sponsor or the Seller, the Seller shall use its best efforts to furnish or cause to be furnished such documents and take any such other actions.

M.        It will comply with the 17g-5 Representations made by it to each of the Engaged NRSROs. The Companies and the Trust will timely comply with all requirements of Rules 15Ga-2 and 17g-10 under the Exchange Act to the satisfaction of the Representatives.

N.        The Seller, as registrant, shall file the CEO Certification with the Commission in accordance with Item 601(b)(36) of Regulation S-K.

O.        The Sponsor or (to the extent permitted by the Credit Risk Retention Rules) one or more of its “majority-owned affiliates” (as defined in the Credit Risk Retention Rules) will retain the Retained Interest in accordance with the Credit Risk Retention Rules, without any impermissible hedging, transfer or financing of the Retained Interest.

Section 7.        Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Publicly Offered Notes pursuant to this Agreement are subject to (i) the accuracy on and as of the Closing Date of the representations and warranties on the part of the Companies herein contained, (ii) the accuracy of the statements of officers of the Companies made pursuant hereto, (iii) the performance by the Companies of all of their respective obligations hereunder, and the performance by the Companies of all of their respective obligations under the Sponsor Agreements and the Seller Agreements and (iv) the following conditions as of the Closing Date:

A.        No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission. Any request of the Commission for inclusion of additional information in the Registration Statement, the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus shall have been complied with.

B.        The Underwriters shall have received the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Asset Representations Review Agreement, the Trust Agreement [the Hedge Agreement] and the Publicly Offered Notes in form and substance satisfactory to the Underwriters and duly executed by the signatories required pursuant to the respective terms thereof.

C.        The Underwriters shall have received from Katten Muchin Rosenman LLP, counsel for the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that:

(i)        Each of the Sponsor Agreements has been duly executed and delivered by the Sponsor and constitutes the valid, legal and binding agreement of the Sponsor, enforceable against the Sponsor in accordance with its respective terms. The Purchase Agreement creates in the favor of the Seller a valid and enforceable security interest in all right, title and interest in the Receivables and the Other Conveyed Property sold thereunder by the Sponsor.

(ii)        Each of the Seller Agreements has been duly executed and delivered by the Seller and constitutes the valid, legal and binding agreement of the Seller, enforceable against the Seller in accordance with its respective terms. The Sale and Servicing Agreement creates a valid and enforceable security interest in the favor of the Trust in the Receivables and the Other Conveyed Property sold thereunder by the Seller.

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(iii)        Assuming each of the Indenture, the Sale and Servicing Agreement, the Asset Representations Review Agreement [and the Hedge Agreement] has been duly executed and delivered by the parties thereto (other than the Sponsor or the Seller), each such agreement constitutes the valid, legal and binding agreement of the Trust, enforceable against the Trust in accordance with its terms. The Indenture creates in the favor of the Trust Collateral Agent a valid and enforceable security interest in all right, title and interest in the Collateral (as defined in the Indenture) pledged thereunder by the Trust.

(iv)        No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Sponsor of the Sponsor Agreements, the offer, issuance, sale or delivery of the Notes, except such which have been obtained.

(v)        No consent, approval, authorization or order of, registration or filing with, or notice to, courts, governmental agency or body or other tribunal is required under federal laws or the laws of the State of New York, for the execution, delivery and performance by the Seller of the Seller Agreements, except such which have been obtained.

(vi)        None of the transfers of the Receivables by the Sponsor to the Seller, the transfers of the Receivables and Other Conveyed Property by the Seller to the Trust, the execution, delivery or performance by each of the Sponsor of the Sponsor Agreements and the Seller of the Seller Agreements or the issuance of the Notes and the Certificate (a) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default under, any law, rule or regulation of the State of New York or federal government presently in effect, (b) to such counsel’s knowledge, results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Receivables, upon the Notes or upon the Certificate, except as otherwise contemplated by the Agreements (as defined in such opinion) or (c) by operation of law, results in, or will result in the creation or imposition of any lien, charge or encumbrance upon the Receivables, upon the Notes or upon the Certificate, except as otherwise contemplated by the Agreements (as defined in such opinion).

(vii)        The Notes have been duly authorized by all requisite action and, when duly and validly executed by the Trustee in accordance with the Indenture, will be validly issued and outstanding and entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms.

(viii)        The Certificate has been duly authorized by all requisite action and, when duly and validly executed by the Owner Trustee in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(ix)        The Class A-1 Notes are “eligible securities” within the meaning of the 1940 Act.

(x)        The Registration Statement and any amendments thereto have become effective under the Securities Act; to the best of such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and not withdrawn, and no proceedings for that purpose have been instituted or threatened and not terminated.

(xi)        At the respective times the Original Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) and at the date hereof, the Registration Statement (other than the information set forth in the financial statements and other financial and statistical information contained therein, as to which such counsel will not express any belief or opinion), complied as to form in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations.

(xii)        None of the Sponsor, the Seller nor the Trust is required to be registered as an “investment company” under the 1940 Act. The Trust will rely on an exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act, although there may be additional exclusions or exemptions available to the Trust. The Trust is not a “covered fund” for purposes of the Volcker Rule.

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(xiii)        The arrangement pursuant to which the Receivables are held does not constitute an “investment company” within the meaning of the 1940 Act.

(xiv)        The direction by the Seller to the Owner Trustee to execute, issue, countersign and deliver the Certificate has been duly authorized.

(xv)        The Seller has full power and authority to sell and assign the property to be sold and assigned to the Trust as part of the trust estate and has duly authorized such sale and assignment to the Trust by all necessary corporate action.

(xvi)        The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.

(xvii)    The statements in the Preliminary Prospectus and the Prospectus under the captions “DESCRIPTION OF THE NOTES” and “DESCRIPTION OF THE TRANSACTION DOCUMENTS,” to the extent such statements purport to summarize certain provisions of the Notes, the Certificate, the Purchase Agreement, the Trust Agreement, the Sale and Servicing Agreement, the Asset Representations Review Agreement and the Indenture, are fair and accurate in all material respects.

(xviii)    The statements in the Preliminary Prospectus and the Prospectus under the captions “SUMMARY OF PROSPECTUS — FEDERAL INCOME TAX CONSEQUENCES”, “SUMMARY OF PROSPECTUS — ERISA CONSIDERATIONS”, “LEGAL INVESTMENT”, “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES” and “ERISA CONSIDERATIONS”, insofar as such statements purport to summarize matters of federal law or New York law, or legal conclusions with respect thereto, provide a fair and accurate summary of such law or conclusions.

(xix)        The statements in the Prospectus under the caption “MATERIAL LEGAL ASPECTS OF THE AUTOMOBILE LOAN CONTRACTS,” to the extent they constitute matters of law or legal conclusions, are correct in all material respects.

(xx)        The conditions to the use by the Sponsor of a registration statement on Form SF-3 under the Securities Act, as set forth in the General Instructions to Form SF-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations thereunder which have not been so filed.

(xxi)      Under Section 9-301(c)(3) of the UCC, the priority of a perfected, nonpossessory security interest created in any tangible chattel paper (a) in favor of the Seller pursuant to the Purchase Agreement, (b) in favor of the Trust pursuant to the Sale and Servicing Agreement and (c) in favor of the Trust Collateral Agent pursuant to the Indenture, will be determined pursuant to the laws of the State of Texas.

In addition, counsel shall state that such counsel has rendered legal advice and assistance to the Companies and the Trust relating to the sale and issuance of the Notes that involved, among other things, discussions and inquiries concerning various legal and related subjects and reviews of certain records, documents, opinions and certificates in accordance with instructions of the Companies and the Trust. Such counsel shall also state that it has participated with the Companies and the Trust in conferences with representatives of the Underwriters, during which the contents of the Registration Statement, the Time of Sale Information, the Prospectus and related matters were discussed and examined the Original Registration Statement, the Registration Statement, the Time of Sale Information and the Prospectus and nothing has come to such counsel’s attention that would lead such counsel to believe that the Registration Statement (other than the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the time the Original Registration Statement became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Registration Statement, including the Rule 430D Information and the Ratings FWP (other than the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any

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belief) at the latest deemed effective time with respect to the Underwriters pursuant to Rule 430D(f)(2), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

Furthermore, such counsel shall state that, although such counsel has not been asked to pass upon, and shall not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Prospectus (except as set forth in paragraphs numbered (xvii), (xviii) and (xix) above), in the course of such counsel’s examination of the Ratings FWP together with the Prospectus and certain other documents and such counsel’s participation in the discussions hereinabove mentioned, no facts have come to such counsel’s attention which lead such counsel to believe that the Ratings FWP together with the Prospectus (other than the financial statements and other financial and statistical data contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date thereof or at the Closing Time, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, nothing has come to such counsel’s attention that would lead them to believe that the Time of Sale Information (other than the Ratings FWP, the financial statements and other financial and statistical information contained or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), when considered together with the information that is presented in the Prospectus that completes those sections of the Time of Sale Information that were presented in blank form therein, as of the Applicable Time, contained[, or as of the Closing Time contains,] any untrue statement of a material fact or, as of the Applicable Time, omitted[, or as of the Closing Time omits,] to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

D.        The Sponsor shall have delivered to the Underwriters a certificate, dated the Closing Date, of an authorized officer of the Sponsor to the effect that the signer of such certificate has carefully examined this Agreement, each Sponsor Agreement and the Prospectus and that: (i) the representations and warranties of the Sponsor in each Sponsor Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Sponsor has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened, (iv) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Sponsor, whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus and (v) nothing has come to such officer’s attention that would lead such officer to believe that the Time of Sale Information, the Road Show Information or the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Sponsor shall attach to such certificate a true and correct copy of its certificate of incorporation, as appropriate, and by-laws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

E.        The Underwriters shall have received from the Seller a certificate dated the Closing Date, of an authorized officer of the Seller to the effect that the signer of such certificate has carefully examined this Agreement, each Seller Agreement and the Prospectus and that: (i) the representations and warranties of the Seller in each Seller Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Seller has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to such officer’s knowledge, threatened, (iv) there has been no material adverse change in the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Seller whether or not arising from transactions in the ordinary course of business, except as set forth or contemplated in the Preliminary Prospectus, each Free Writing Prospectus and the Prospectus, and (v) nothing has come to such officer’s attention that would lead such officer to believe that the Time of Sale Information, the Road Show Information or the Prospectus contains any

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untrue statement of a material fact or omits to state any material facts required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The Seller shall attach to such certificate a true and correct copy of its articles of incorporation and by-laws which are in full force and effect on the date of such certificate and a certified true copy of the resolutions of its Board of Directors with respect to the transactions contemplated herein.

F.        The Underwriters shall have received from                     , corporate counsel of the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that:

(i)        The Sponsor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada. Each of the Sponsor and the Seller has full corporate power to own its property or assets and to conduct its business as presently conducted by it and as described in the Preliminary Prospectus and the Prospectus, and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its property or assets requires such qualification or where the failure to be so qualified would have a material adverse effect on its general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects.

(ii)        Each Sponsor Agreement and each Seller Agreement has been duly authorized, executed and delivered by authorized officers or signers of the Sponsor or the Seller, as appropriate.

(iii)        The execution, delivery and performance of each Sponsor Agreement by the Sponsor will not (a) contravene any provision of law, statute, rule or regulation to which the Sponsor is subject, or contravene or result in any breach of any agreement, mortgage, indenture, deed of trust or other instrument to which the Sponsor or its properties may be subject and which are material to its businesses, or contravene, result in any breach of, or result in the creation of any mortgage, lien, pledge or encumbrance in respect of any property of the Sponsor (other than liens effected by the Sponsor Agreements or for which appropriate third-party consents and approvals have been obtained); (b) contravene any judgment, decree, license, order or permit to which the Sponsor is a party; or (c) violate any provision of the articles or certificates of incorporation or bylaws of the Sponsor.

(iv)        The execution, delivery and performance of each Seller Agreement by the Seller will not (a) contravene any provision of law, statute, rule or regulation to which the Seller is subject, or contravene or result in any breach of any agreement, mortgage, indenture, deed of trust or other instrument to which the Seller or its properties may be subject and which are material to its businesses, or contravene, result in any breach of, or result in the creation of any mortgage, lien, pledge or encumbrance in respect of any property of the Seller (other than liens effected by the Seller Agreements or for which appropriate third-party consents and approvals have been obtained); (b) contravene any judgment, decree, license, order or permit to which the Seller is a party; or (c) violate any provision of the articles or certificates of incorporation or bylaws of the Seller.

(v)        No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Delaware is necessary in connection with the execution, delivery and performance by the Sponsor of any Sponsor Agreement except such as may be required under the Securities Act or the Rules and Regulations and Blue Sky or other state securities laws filings with respect to the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement and such other approvals or consents as have been obtained.

(vi)        No authorization, approval, consent or order of, or filing with, any court or governmental agency or authority of the State of Nevada is necessary in connection with the execution, delivery and performance by the Seller of any Seller Agreement, except such as may be required under the Securities Act or the Rules and Regulations and Blue Sky or other state securities laws, filings with respect to the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement and such other approvals or consents as have been obtained.

(vii)        There is no pending, or to such counsel’s knowledge, after reasonable investigation, threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator

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that may, if decided adversely, materially adversely affects the business, prospects or financial condition of the Sponsor and Seller or the performance by the Sponsor and Seller of their respective obligations under, or the validity and enforceability of, each Seller Agreement and each Sponsor Agreement.

G.        [Reserved.]

H.        The Underwriters shall have received from                     , counsel for the Underwriters, a “negative assurance letter” in a form agreed to by such counsel and the Underwriters.

I.        The Underwriters shall have received from counsel to the Trustee and the Trust Collateral Agent, a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

(i)        The Trustee (as Trustee and Trust Collateral Agent) has been duly organized and is validly existing as a [entity type] in good standing under the [federal laws of the United States].

(ii)        The Trustee (as Trustee and Trust Collateral Agent) has full corporate trust power and authority to enter into and perform its obligations under the Indenture and the Sale and Servicing Agreement, as the case may be, including, but not limited to, its obligation to serve in the capacities of Trustee and Trust Collateral Agent and to execute, issue, countersign and deliver the Notes.

(iii)        The Indenture and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Trustee (as Trustee and Trust Collateral Agent) and constitute a legal, valid and binding obligation of the Trustee enforceable against the Trustee under New York law, in accordance with its terms, except that as to enforceability such enforcement may (a) be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (b) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(iv)        The Notes have been duly authorized, executed and authenticated by the Trustee on behalf of the Trust in accordance with the Indenture.

(v)        The execution, delivery and performance of the Indenture, the Sale and Servicing Agreement and the Notes by the Trustee (as Trustee and Trust Collateral Agent) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Trustee pursuant to the terms of the articles of association or the by-laws of the Trustee or any statute, rule, regulation or order of any governmental agency or body, or any court having jurisdiction over the Trustee or its property or assets or any agreement or instrument known to such counsel, to which the Trustee is a party or by which the Trustee or any of its respective property or assets is bound.

(vi)        No authorization, approval, consent or order of, or filing with, any state or federal court or governmental agency or authority is necessary in connection with the execution, delivery and performance by the Trustee or the Trust Collateral Agent of the Indenture, the Sale and Servicing Agreement and the Notes, as applicable.

J.        The Underwriters shall have received from counsel to the Owner Trustee a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that:

(i)        The Owner Trustee has been duly incorporated and is validly existing as a banking                      in good standing under the laws of the State of                     .

(ii)        The Owner Trustee has the power and authority to execute, deliver and perform the Trust Agreement and to consummate the transactions contemplated thereby.

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(iii)        The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee, in accordance with its terms, except that as to enforceability such enforcement may (a) be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and (b) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(iv)        Neither the execution, delivery and performance by [Owner Trustee] of the Trust Agreement, nor the consummation of the transactions contemplated thereby, nor compliance with the terms thereof conflict with or result in a breach of, or constitute a default under the provisions of, [Owner Trustee’s] certificate of incorporation or by-laws or any law, rule or regulation of the State of                      governing the trust powers of [Owner Trustee].

(v)        No consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or commission of the State of                      is required by or with respect to [Owner Trustee] for the valid execution and delivery of the Trust Agreement, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust.

K.        The Underwriters shall have received from special Delaware counsel to the Trust a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters (which opinion may contain exceptions, qualifications and assumptions as is standard in opinions delivered in similar transactions), to the effect that:

(i)        The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

(ii)        The Trust has the power and authority, pursuant to the Trust Agreement and the Act, to execute, deliver and perform its obligations under the trust documents, to issue the Notes and the Certificate and to grant the trust estate to the Trust Collateral Agent as security for the Notes.

(iii)        The trust documents have been duly authorized, executed and delivered by the Trust. The Notes have been duly authorized and executed by the Trust.

(iv)        When the Certificate is duly executed by the Trust and duly authenticated by the Owner Trustee in accordance with the Trust Agreement, the Certificate will be validly issued and entitled to the benefits of the Trust Agreement.

(v)        Under Section 3805(b) of the Act, no creditor of any certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

(vi)        Under Section 3805(c) of the Act, except to the extent otherwise provided in the Trust Agreement, a certificateholder has no interest in specific trust property.

(vii)        The Owner Trustee is not required to hold legal title to the trust estate in order for the Trust to qualify as a statutory trust under the Act.

(viii)        Neither the execution, delivery and performance by the Trust of the trust documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State.

(ix)        Neither the execution, delivery and performance by the Trust of the trust documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

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(x)        Under Sections 3808(a) and (b) of the Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

L.        [Trustee] shall have furnished to the Underwriters a certificate of [Trustee], signed by one or more duly authorized officers of [Trustee], dated the Closing Date, as to the due authorization, execution and delivery of the Indenture and the Sale and Servicing Agreement by the Trustee and the acceptance by the Trustee of the trust created thereby and the due execution and delivery of the Notes by the Trustee thereunder and such other matters as the Underwriters shall reasonably request.

M.        [Owner Trustee] (“[Owner Trustee]”) shall have furnished to the Underwriters a certificate of [Owner Trustee], signed by one or more duly authorized officers of [Owner Trustee], dated the Closing Date, as to the due authorization, execution and delivery of the Trust Agreement by [Owner Trustee] and the acceptance by the Owner Trustee of the trust created thereby and the due execution and delivery of the Certificate by the Owner Trustee thereunder and such other matters as the Underwriters shall reasonably request.

N.        The Underwriters shall have received from counsel to the Asset Representations Reviewer a favorable opinion dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, about certain corporate matters relating to the Asset Representations Reviewer.

O.        [Reserved.]

P.        On the Closing Date, the Publicly Offered Notes shall have received the ratings set forth in the Ratings FWP.

Q.        The Underwriters shall have received from Katten Muchin Rosenman LLP, counsel to the Companies, a favorable opinion, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters, as to true sale and non-consolidation matters relating to the transaction, and the Underwriters shall be addressees of any opinions of counsel supplied to the rating organizations relating to the Notes.

R.        All proceedings in connection with the transactions contemplated by this Agreement, and all documents incident hereto, shall be reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received such other information, opinions, certificates and documents as they may reasonably request in writing.

S.        The Preliminary Prospectus, each Free Writing Prospectus, the Prospectus and any amendments and supplements thereto, and the CEO Certification shall have been filed (if required) with the Commission in accordance with the rules and regulations under the Securities Act and Section 2 hereof, and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be contemplated by the Commission or by any authority administering any state securities or Blue Sky law.

T.        On the Closing Date the Underwriters shall have received from a third party that is a nationally recognized accounting firm reasonably satisfactory to the Underwriters a letter reasonably satisfactory to the Underwriters in the form heretofore agreed to by the Underwriters regarding the static pool reports, the Preliminary Prospectus and the Prospectus, each identifying the applicable date as of which the respective review procedures were performed, which, in the case of the letters relating to the Preliminary Prospectus and Prospectus, shall be the dates of the Preliminary Prospectus and Prospectus, respectively.

U.        If not previously provided in a calendar year with respect to such state, the Underwriters shall have received from local counsel, in each state where there is a concentration of 10% or more of the Receivables, an opinion dated as of the Closing Date (or as of any other date as specified by the rating agencies to maintain the required ratings on the Notes) as to the perfection of security interests in automobiles in such state.

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If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, (i) this Agreement may be terminated by the Representatives by notice to both of the Companies at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 8 and (ii) the provisions of Section 8, the indemnity set forth in Section 9, the contribution provisions set forth in Section 9 and the provisions of Sections 12 and 15 shall remain in effect.

Section 8.        Payment of Expenses. The Companies agree to pay the following expenses incident to the performance of the Companies’ obligations under this Agreement, (i) the filing of the Registration Statement and all amendments thereto, (ii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of this Agreement, (iii) the preparation, issuance and delivery of the Publicly Offered Notes, (iv) the fees and disbursements of Katten Muchin Rosenman LLP, counsel to the Companies, (v) the fees and disbursements of the third party referenced in Section 7(T) above, (vi) the qualification of the Publicly Offered Notes under securities and Blue Sky laws and the determination of the eligibility of the Publicly Offered Notes for investment in accordance with the provisions hereof, including filing fees and the fees and disbursements of                     , counsel to the Underwriters, in connection therewith and in connection with the preparation of any Blue Sky survey, (vii) the printing and delivery to the Underwriters in such quantities as the Underwriters may reasonably request, of copies of the Registration Statement and the Prospectus and all amendments and supplements thereto, and of any Blue Sky survey, (viii) the duplication and delivery to the Underwriters, in such quantities as the Underwriters may reasonably request, of copies of the Sale and Servicing Agreement, the Indenture, the Trust Agreement and the other transaction documents, (ix) the fees charged by nationally recognized statistical rating agencies for rating the Publicly Offered Notes, (x) the fees and expenses of the Trustee and its counsel, (xi) the fees and expenses of the Owner Trustee and its counsel, (xii) the fees and expenses of the Asset Representations Reviewer and its counsel and (xiii) the costs and expenses (including any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Publicly Offered Notes made by the Underwriters caused by a breach of the representations contained in Sections 2.A(iv), (v) and (vi).

If this Agreement is terminated by the Representatives in accordance with the provisions of Section 7, the Companies shall reimburse the Representatives for all reasonable third-party out-of-pocket expenses, including the reasonable fees and disbursements of                     , the Representatives’ counsel.

The Underwriters agree to pay the reasonable fees and disbursements of [counsel to the Underwriters] incident to the performance of the Underwriters’ obligations under this Agreement.

Section 9.        Indemnification

A.        Each of the Sponsor and the Seller agrees to severally and jointly indemnify and hold harmless each Underwriter, its directors, officers, employees, agents and each person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act, from and against any and all loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Publicly Offered Notes), to which such Underwriter, director, officer, employee, agent or any such controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (including the 430D Information), the Preliminary Prospectus, each Free Writing Prospectus (other than any Derived Information (as defined below) included therein), any issuer free writing prospectus, the Prospectus, the related Intex CDI file, if any, (other than any Derived Information included therein) or any amendment, exhibit or supplement thereto (in each case, other than in the Underwriter Information) or the Form ABS-15G, (ii) the omission or alleged omission to state in the Registration Statement (including the 430D Information) (other than in the Underwriter Information) a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) the omission or alleged omission to state in the Preliminary Prospectus, each Free Writing Prospectus (other than any Derived Information included therein), any issuer free writing prospectus, the Prospectus, the related Intex CDI file, if any, (other than any Derived Information included therein) or any amendment, exhibit or supplement thereto (in each case, other than in the Underwriter Information) or the Form ABS-15G a material fact required to be stated or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Underwriter and any such director, officer, employee,

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agent and each such controlling person promptly upon demand for any documented legal or documented other expenses reasonably incurred by such Underwriter or any such director, officer, employee, agent or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred. For the avoidance of doubt, the Road Show Information (other than any Derived Information included therein) shall constitute an “issuer free writing prospectus.”

The foregoing indemnity agreement is in addition to any liability which the Sponsor or the Seller may otherwise have to the Underwriters or any controlling person of any of the Underwriters.

B.        Each of the Underwriters agrees to severally and not jointly indemnify and hold harmless the Sponsor, the Seller, the directors and the officers of the Sponsor and the Seller who signed the Registration Statement, and each person, if any, who controls the Sponsor or the Seller within the meaning of the Securities Act or the Exchange Act against any and all loss, claim, damage or liability, or any action in respect thereof, to which the Sponsor, the Seller , or any such director, officer or controlling person may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact relating to such Underwriter contained in the Underwriter Information, or (ii) the omission or alleged omission to state therein a material fact relating to such Underwriter required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and shall reimburse the Sponsor or the Seller, as applicable, promptly on demand, and any such director, officer or controlling person for any documented legal or other documented expenses reasonably incurred by the Sponsor, the Seller, or any director, officer or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred, except as expressly limited herein.

Except as otherwise expressly provided, the foregoing indemnity agreement is in addition to any liability which the Underwriters may otherwise have to the Sponsor, the Seller or any such director, officer or controlling person.

C.        Promptly after receipt by any indemnified party under this Section 9 of notice of any claim or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 9, promptly notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 9 except to the extent it has been materially prejudiced by such failure; and provided, further, that the failure to notify any indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9.

If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defenses available to it which are different from or in addition to those available to such indemnifying party. Notwithstanding the foregoing the indemnifying party shall not be entitled to participate in, or assume the defense of, any such claim or action against an indemnified party brought by a governmental agency, regulatory authority or self-regulatory authority having or claiming to have jurisdiction over the business or financial affairs of such indemnified party or any of its affiliates, unless such indemnified party consents to such participation or assumption. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, except to the extent provided in the next following paragraph, the indemnifying party shall not be liable to the indemnified party under this Section 9 for any fees and expenses of counsel subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation.

Any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (i) the employment thereof has been specifically authorized by the indemnifying party in writing; (ii) such indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the indemnifying party and in the

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reasonable judgment of such counsel it is advisable for such indemnified party to employ separate counsel; or (iii) the indemnifying party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) at any time for all such indemnified parties, which firm shall be designated in writing by the Representatives, if the indemnified parties under this Section 9 consist of the Underwriters or any of their controlling persons, or by the Companies, if the indemnified parties under this Section 9 consist of either of the Companies or any of the Companies’ directors, officers or controlling persons, but in either case reasonably satisfactory to the indemnified party.

Each indemnified party, as a condition of the indemnity agreements contained in Sections 9.A and B, shall use its reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

D.        Each Underwriter, severally and not jointly, covenants and agrees that it has not and will not distribute any Other Offering Document unless (i) it has notified the Companies of its intention to distribute such Other Offering Document prior to its distribution thereof and (ii) it provides the Companies with a copy of such Other Offering Document in an electronic format prior to or simultaneously with its initial distribution of such Other Offering Document. “Other Offering Document” means any “written communication” (as defined in Rule 405 of the Rules and Regulations) relating to the offer and sale of the Publicly Offered Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations), including but not limited to any “ABS information and computational materials” (as defined in Item 1101(a) of Regulation AB under the Securities Act); provided, that,, for the avoidance of doubt, written communication will include the Road Show Information and Intex CDI files only to the extent that they contain any Issuer Information that is not also included in the Preliminary Prospectus, but will exclude any such written communication that consists solely of postings that are initially made by any Underwriter on the Bloomberg system, or otherwise via e-mail and that contains only identifying information regarding the Trust and the Publicly Offered Notes; the expected closing date and first payment date for the Publicly Offered Notes; the expected principal amount, expected weighted average life, expected ratings, expected periods for payments of principal, expected final payment date, expected legal final payment date and expected interest rate index for each class of Publicly Offered Notes; preliminary guidance as to the interest rate and/or yield for each class of Publicly Offered Notes (but not final interest rate or yield information); information regarding the principal amount of the Publicly Offered Notes being offered by each Underwriter; other similar or related information such as expected pricing parameters, status of subscriptions and Underwriter’s retentions and ERISA eligibility; and/or any legends regarding the contents of such written communication.

E.        (i) Each Underwriter agrees, assuming all Issuer Information (defined below) is accurate and complete in all material respects, to severally and not jointly indemnify and hold harmless the Sponsor, each of the Sponsor’s officers, directors and each person who controls the Sponsor within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Derived Information (as defined below) provided by such Underwriter, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with

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investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that in no case shall any Underwriter be responsible for any amount in excess of the underwriting discount applicable to the Publicly Offered Notes purchased by such Underwriter; provided, further, that no Underwriter shall be liable to the extent that any such loss, claim, damage or liability arises out of or is based upon any statement in or omission from any Derived Information in reliance upon and in conformity with (A) any written information furnished to the related Underwriter by the Sponsor or Seller expressly for use therein, which information was not corrected by information subsequently provided by the Sponsor or Seller to the related Underwriter prior to the time of use of such Derived Information, (B) information accurately extracted from any Preliminary Prospectus or Prospectus, which information was not corrected by information subsequently provided by the Sponsor or Seller to the related Underwriter prior to the time of use of such Derived Information or (C) Issuer Information (as defined in Section 9.F). The obligations of each of the Underwriters under this Section 9.E(i) shall be in addition to any liability which such Underwriter may otherwise have.

(ii)        The Sponsor agrees to indemnify and hold harmless each Underwriter, each of such Underwriter’s officers, directors, employees, agents and each person who controls such Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of a material fact contained in the Issuer Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by him, her or it in connection with investigating or defending or preparing to defend any such loss, claim, damage, liability or action as such expenses are incurred. The Sponsor’s obligation under this Section 9.E(ii) shall be in addition to any liability which they may otherwise have to the Underwriters.

The procedures set forth in Section 9.C shall be equally applicable to this Section 9.E.

F.        For purposes of this Section 9, the term “Derived Information” means such information, if any, contained in any Other Offering Document that:

(i)        is not contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, taking into account information incorporated into the Registration Statement, the Preliminary Prospectus or the Prospectus by reference; and

(ii)        does not constitute Issuer Information.

“Issuer Information” means (i) any computer tape furnished to the Underwriters by the Sponsor or the Seller concerning the Receivables comprising the Trust (including any such information intended for use or incorporation in any Other Offering Document), (ii) the Registration Statement, the Preliminary Prospectus and the Prospectus (in each case, other than in the Underwriter Information) and (iii) any other textual information (including, without limitation, the Road Show Information) furnished by the Companies to the Underwriters for inclusion in any Other Offering Document that constitutes “issuer information” (as defined in Rule 433(h)(2) of the Rules and Regulations and footnote 271 of the Securities Act Release No. 33-8591).

For the avoidance of doubt, “Derived Information” will include any information that would otherwise constitute Issuer Information but that was not accurately extracted or transcribed by any Underwriter for use or incorporation in any Other Offering Document.

G.        [Reserved].

H.        If the indemnification provided for in this Section 9 shall for any reason be unavailable or insufficient to hold harmless an indemnified party under Section 9.A, 9.B or 9.E in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute severally and not jointly to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such

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proportion as shall be appropriate to reflect the relative benefits received by the Sponsor and the Seller on the one hand and the Underwriters on the other from the offering of the Publicly Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Sponsor and the Seller on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.

The relative benefits of the Underwriters, the Seller and the Sponsor shall be deemed to be in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the public offering price appearing on the cover page of the Prospectus.

The relative fault of the Underwriters, the Seller and the Sponsor shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Sponsor, the Seller or by one of the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission and other equitable considerations.

The Sponsor, the Seller and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 9.H were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 9.H shall be deemed to include, for purposes of this Section 9.H, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

Each person, if any, who controls each Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as each of the Underwriters and each director of the Sponsor and/or the Seller, each officer of the Sponsor and/or the Seller who signed the Registration Statement, and each person, if any, who controls the Sponsor and/or the Seller within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Sponsor.

In no case shall any Underwriter be responsible for any amount under this Section 9.H, in excess of the underwriting discount applicable to the Publicly Offered Notes purchased by such Underwriter hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

I.        The Underwriters severally and not jointly confirm that the Underwriter Information together with the Derived Information, is correct in all material respects and constitutes the only information furnished in writing to the Sponsor or the Seller by or on behalf of the Underwriters specifically for inclusion in the Registration Statement and the Prospectus.

J.        Each Underwriter represents and agrees, severally and not jointly, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by the Prospectus to any E.U. Retail Investor in the EEA. For the purposes of this provision, the expression “E.U. Retail Investor” means a person who is one (or more) of the following:

(1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

(2) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; o

(3) not an E.U. Qualified Investor (as defined in Article 2 of Regulation (EU) 2017/1129, as amended).

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In addition, for purposes of this provision, the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes.

The countries comprising the European Economic Area are the European Union member states together with Iceland, Liechtenstein and Norway.

Section 10.        Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Publicly Offered Notes shall fail at the Closing Date to purchase the Publicly Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then:

(a)        if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule I as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or

(b)        if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, (i) no non-defaulting Underwriters shall be required to purchase any Publicly Offered Notes which were to be purchased by the defaulting Underwriter, (ii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Publicly Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters.

No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement.

In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements may be effected.

Section 11.        Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Sponsor and the Seller prior to delivery of and payment for the Publicly Offered Notes if prior to such time (i) any change, or any development involving a prospective change, would have a material adverse effect on the general affairs, business, management, financial condition, stockholders’ equity, results of operations, regulatory situation or business prospects of the Trust, the Sponsor or the Seller which, in the reasonable judgment of the Representatives, materially impairs the investment quality of the Publicly Offered Notes or makes it impractical or inadvisable to market the Publicly Offered Notes; (ii) the Publicly Offered Notes have been placed on credit watch or review by any Engaged NRSRO with negative implications; (iii) trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market System shall have been suspended or limited, or minimum prices shall have been established on such exchange or market system; (iv) a banking moratorium shall have been declared by either federal or New York State authorities; (v) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis or change in the financial markets, the effect of which is a material adverse effect on the practicality or advisability of proceeding with the completion of the sale and payment for the Publicly Offered Notes; or (vi) any material disruption in securities settlement, payment or clearance services shall have occurred in the United States. Upon such notice being given, the parties to this Agreement shall (except for any liability arising before or in relation to such termination) be released and discharged from their respective obligations under this Agreement.

Section 12.        Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained in certificates of officers of the

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Companies submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Representatives or controlling person of the Representatives, or by or on behalf of the Companies or any officers, directors or controlling persons and shall survive delivery of any Publicly Offered Notes to the Representatives or any controlling person.

Section 13.        Absence of Fiduciary Relationship. The Sponsor and the Seller acknowledge and agree that:

(a)        The Underwriters have been retained solely to act as Underwriters in connection with the sale of the Publicly Offered Notes and that no fiduciary, advisory or agency relationship between the Sponsor and/or the Seller and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Sponsor, the Seller and/or any of their respective affiliates on other matters;

(b)        No Underwriter is advising the Sponsor, the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Sponsor and the Seller shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Sponsor or the Seller with respect thereto. Any review by any Underwriter of the Sponsor, the Seller, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Sponsor or the Seller;

(c)        The price of the Publicly Offered Notes set forth in this Agreement was established by the Seller following discussions and arms-length negotiations with the Representatives and the Sponsor and the Seller are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d)        The Sponsor and the Seller have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Sponsor and/or the Seller and that the Underwriters have no obligation to disclose such interests and transactions to the Sponsor and/or the Seller by virtue of any fiduciary, advisory or agency relationship; and

(e)        Each of the Sponsor and the Seller waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Sponsor or the Seller in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Sponsor or the Seller, including stockholders, employees or creditors of the Sponsor or the Seller.

Section 14.        Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication to:

The Representatives:	[Underwriter]
	[Address]
	[Underwriter]
	[Address]
	[Underwriter]
	[Address]
	[Underwriter]
	[Address]

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The Sponsor:	AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Fax: (817) 302-7915
The Seller:	AFS SenSub Corp.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	c/o AmeriCredit Financial Services, Inc.
	801 Cherry Street, Suite 3500
	Fort Worth, Texas 76102
	Attention: Chief Financial Officer
	Fax: (817) 302-7915

Section 15.        Parties. This Agreement shall inure to the benefit of and be binding upon the Representatives and the Companies, and their respective successors or assigns. Nothing expressed or mentioned in this Agreement is intended nor shall it be construed to give any person, firm or corporation, other than the parties hereto or thereto and their respective successors and the controlling persons and officers and directors referred to in Section 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives (to the extent of their rights as specified herein and therein) and except as provided above for the benefit of no other person, firm or corporation. No purchaser of Publicly Offered Notes from the Representatives shall be deemed to be a successor by reason merely of such purchase.

Section 16.        GOVERNING LAW; VENUE. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIPS OF THE PARTIES AND/OR THE INTERPRETATIONS AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND 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). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

Section 17.        WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

Section 18.        Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but together they shall constitute but one instrument. The parties agree that this

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Agreement may be executed and delivered by electronic signatures and that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

Section 19.        Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of or affect the meaning or interpretation of, this Agreement.

Section 20.         Underwriter Representations and Covenants.

(a)        The Underwriters severally and not jointly agree that, without the prior consent of the Sponsor, they will not provide to any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) (a “NRSRO”) any information, written or oral, related to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents, or any other information that could be reasonably determined to be relevant to (x) determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)) or (y) undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)); provided, however, that if an Underwriter receives any communication from a NRSRO with respect to the Notes, such Underwriter is authorized to inform such NRSRO that it will respond to the communication only with a designated representative from the Sponsor or refer such NRSRO to the Sponsor so that the Sponsor can respond to the communication.

(b)        Each Underwriter severally and not jointly represents and agrees that:

(1)       it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Notes which are the subject of the offering contemplated by the Prospectus to any U.K. Retail Investor in the U.K. For the purposes of this provision:

(A)        the expression “U.K. Retail Investor” means a person who is one (or more) of the following:

(i) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) No 2017/565, as it forms part of U.K. domestic law by virtue of the EUWA, as amended;

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as such rules and regulations may be amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of U.K. domestic law by virtue of the EUWA, as amended; or

(iii) not a U.K. Qualified Investor (as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of U.K. domestic law by virtue of the EUWA, as amended); and

(B)        the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes;

(2)        in the U.K., it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity and/or the depositor; and

(3)        it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the U.K.

29

(c)        Each Underwriter severally and not jointly represents that it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Publicly Offered Notes.

Section 21.        Recognition of the U.S. Special Resolution Regimes. The parties hereto hereby agree that:

in the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States; and

in the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under such U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

Solely for the purposes of this Section 21, the following terms shall have the definitions as set forth below:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Remainder of Page Intentionally Left Blank]

30

If the foregoing is in accordance with the Representatives’ understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Representatives, the Sponsor and the Seller in accordance with its terms.

Very truly yours,

AMERICREDIT FINANCIAL SERVICES, INC.

By:                                                                                           

       Name:

       Title:

AFS SENSUB CORP.

By:                                                                                           

       Name:

       Title:

[Underwriting Agreement]

CONFIRMED AND ACCEPTED, as of

the date first above written:

[UNDERWRITER]

Acting on its own behalf and as a Representative of the

Underwriters referred to in the foregoing Agreement

By:                                                                                   

        Name:

        Title:

[UNDERWRITER]

Acting on its own behalf and as a Representative of the

Underwriters referred to in the foregoing Agreement

By:                                                                                   

        Name:

        Title:

[UNDERWRITER]

Acting on its own behalf and as a Representative of the

Underwriters referred to in the foregoing Agreement

By:                                                                                   

        Name:

        Title:

[UNDERWRITER]

Acting on its own behalf and as a Representative of the

Underwriters referred to in the foregoing Agreement

By:                                                                                   

        Name:

        Title:

[Underwriting Agreement]

Schedule I

Purchase Price

	Class A-1	Class A-2[-A]	[Class A-2-B]	Class A-3	Class B	Class C	Class D
[Underwriter]	%	%	%	%	%	%	%
[Underwriter]	%	%	%	%	%	%	%
[Underwriter]	%	%	%	%	%	%	%
[Underwriter]	%	%	%	%	%	%	%
[Underwriter]	%	%	%	%	%	%	%
[Underwriter]	%	%	%	%	%	%	%
Underwriting
	Class A-1	Class A-2[-A]	[Class A-2-B]	Class A-3	Class B	Class C	Class D
[Underwriter]	$	$	$	$	$	$	$
[Underwriter]	$	$	$	$	$	$	$
[Underwriter]	$	$	$	$	$	$	$
[Underwriter]	$	$	$	$	$	$	$
[Underwriter]	$	$	$	$	$	$	$
[Underwriter]	$	$	$	$	$	$	$
Total	$	$	$	$	$	$	$

EX-3.1

EXHIBIT 3.1

[SECRETARY OF STATE OF STATE OF NEVADA LETTERHEAD]

CORPORATE CHARTER

I, Dean Heller, the duly elected and qualified Nevada Secretary of State, do hereby certify that AFS SENSUB CORP. did on October 10, 2000 file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.

	IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on October 10, 2000.
	/s/ Dean Heller
	Secretary of State
	By /s/ Patricia Tsaman
	Certification Clerk
[Seal]

FILED # C27113-00

OCT 10 2000

AT THE OFFICE OF DEAN HELLER

SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

AFS SENSUB CORP.

I, the person hereinafter named as incorporator, for the purpose of establishing a corporation under the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law of the State of Nevada, do hereby adopt and make the following Articles of Incorporation.

Article I. Name. The name of the Corporation is AFS SenSub Corp. (the “Corporation”).

Article II. Registered Office. The address of the Corporation’s registered office in the State of Nevada is 502 East John Street, Carson City, Nevada 89706. The name of its resident agent at such address is CSC Services of Nevada, Inc.

Article III. Purpose. The nature of the business or purpose to be conducted or promoted by the Corporation is to engage exclusively in the following business and financial activities:

(a) to acquire from AmeriCredit Financial Services, Inc. and any of its affiliated entities and to own, hold, sell, transfer, pledge, finance or otherwise deal with pools of motor vehicle retail installment sale contracts or other loans secured by new or used motor vehicles (“Receivables”) and the collateral securing the Receivables, including, without limitation, security interests in the motor vehicles financed thereby, proceeds from claims on the insurance policies related thereto, and any proceeds or further rights associated with any of the foregoing (collectively, the “Other Conveyed Property”);

(b) to enter into any agreement providing for the sale, transfer or pledge of the Receivables and the Other Conveyed Property to affiliated entities, affiliated trusts (the “Trusts”) or to indenture trustees;

(c) to enter into any agreement relating to any Receivables and Other Conveyed Property that provides for the administration, servicing and collection of amounts due on such Receivables and Other Conveyed Property;

(d) to purchase or sell any classes of asset-backed securities or certificates or other securities issued by any affiliated entities or the Trusts;

(e) to enter into any agreement with an insurer or guarantor (a “Guarantor”) relating to the insurance or guaranty of any asset-backed securities, certificates or other securities issued by any affiliated entity of the Corporation or Trust and which may include provisions for reimbursement by the Corporation

for payments made in connection with any such insurance or guaranty or the pledge of collateral for the benefit of such Guarantor; and

(f) to engage in any lawful act or activity and to exercise any powers permitted to corporations organized under the General Corporation Law of the State of Nevada that are incidental to and necessary, suitable or convenient for the accomplishment of the purposes specified in clauses (a) through (e) above.

Article IV. Number of Shares. The aggregate number of shares of all classes of capital stock that the Corporation shall have authority to issue is one hundred (100) shares of Common Stock, par value of $0.01 per share.

Article V. Incorporator. The name and mailing address of the incorporator is as follows:

Name	Mailing Address
J. Michael May	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102

Article VI. Number of Directors; Initial Directors. The number of directors of the Corporation will not be less than 3 nor more than 7. The exact number of directors is to be fixed in the Bylaws. The number of directors constituting the initial Board of Directors is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their respective successors are elected and qualified are:

Name	Mailing Address
Michael R. Barrington	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
Daniel E. Berce	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
Jay K. Rutherford	301 Commerce Street, Suite 2400
	Fort Worth, Texas 76102

The list above setting forth the names and addresses of the initial directors of the Corporation does not include additional persons who may otherwise be elected and qualified to serve as directors in accordance with the Bylaws. The number of directors may be changed from time to time in such manner as shall be provided in the Bylaws.

Article VII. Independent Directors. At all times after the filing of the Articles of Incorporation, at least one director of the Corporation shall be an Independent Director.

2

“Independent Director” shall mean a director of the Corporation (a) who shall at no time be, or have been, or have any relative who is or at any time has been, a director, officer, stockholder, customer or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in the Corporation or any Affiliate thereof (excluding such director’s position as a director and any compensation received by such director in such capacity; and provided, further, that the Independent Director may also be an “independent director” of any other special purpose corporations affiliated with the Corporation), and (b) who shall at not time be, or have been, a director, officer, stockholder, customer or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in any person holding (directly or indirectly) a beneficial economic interest in the Corporation or any Affiliate thereof. “Affiliate” as used in this Article VII shall mean any entity other than the Corporation (i) which owns beneficially, directly or indirectly, 5% or more of the outstanding shares of voting securities of the Corporation, or (ii) of which 5% or more of the outstanding shares of its voting securities is owned beneficially, directly or indirectly, by an entity described in clause (i) above, or (iii) which is controlled by an entity described in clause (i) above, as the term “control” is defined under Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405.

If an Independent Director resigned, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative note of the Board of Directors of the Corporation shall be taken until a successor Independent Director is elected and qualified and approves such action. In the event of the death, incapacity, or resignation of an Independent Director, or a vacancy for any other reason, a successor Independent Director shall be appointed by a majority of the remaining directors of the Corporation. The Independent Director, in voting on matters subject to the approval of the Board of Directors of the Corporation, shall at all times take into account the interests of creditors of the Corporation in addition to the interest of the Corporation. No Independent Director may be removed unless his or her successor is appointed. The initial Independent Director shall be Jay K. Rutherford.

Article VIII. Directors’ Powers. With the consent in writing of the Independent Director or the Independent Directors, as the case may be (as that term is defined in Article VIII), the directors shall have power to make and to alter or amend the Bylaws and to fix the amount to be reserved as working capital, provided that any such addition, alteration or amendment to the Bylaws shall not in any manner impair, or impair the intent of Article III, Article VII, this Article VIII, Article XI, Article XII, Article XIII or Article XIV.

The Bylaws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by law or the Bylaws or by resolution of the stockholders.

3

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside the State of Nevada, at such places as may be from time to time designated by the Bylaws or by resolution of the stockholders or directors, except as otherwise required by the laws of Nevada.

Article IX. Written Consent by Directors. An action required or permitted to be taken at a meeting of the Board of Directors of the Corporation may be taken by written consent signed, or counterparts of a written consent signed, in the aggregate by all of the directors.

Article X. Reliance on Books and Records. A director shall, in the performance of his duties, be fully protected in relying in good faith and with a view to the interests of the Corporation upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s directors, officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected and reasonable care by or on behalf of the Corporation.

Article XI. Liability of Directors and Officers.

(a) To the fullest extent permitted by the General Corporation Law of the State of Nevada as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, except (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (iii) for any transaction from which the director of officer derived an improper personal benefit; or (iv) the unlawful payment of distributions. Any repeal or modification of this Article XI shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b) No Independent Director serving pursuant to the requirements of Article VII shall, with regard to any act, or failure to act, in connection with any matters referred to in Articles VII or XIV, owe a fiduciary duty or other obligation to the stockholders (except as may be specifically required by the statutory law of any applicable jurisdiction); instead, such directors’ fiduciary duties and other obligations with regard to such matters shall be owed to the Corporation including, without limitation, the creditors of the Corporation. Every stockholder shall be deemed to have consented to the foregoing by virtue of such stockholder’s purchase of shares of capital stock of the Corporation, no further act or deed of any stockholder being required to evidence such consent.

Article XII. Internal Affairs. The Corporation will conduct its affairs in accordance with the following provisions:

4

(a) the Corporation will establish an office through which its business will be conducted, which office will be functionally separated from that of any person or entity owning beneficially more than 50% of the outstanding shares of Common Stock of the Corporation, will be functionally separated from that of any of such owner’s subsidiaries or affiliates other than the Corporation and will allocate fairly and reasonably any overhead for shared office space;

(b) the Corporation will maintain separate corporate records and books of account from those of such owner, subsidiaries and affiliates as are referred to in (a);

(c) the Corporation’s assets will not be commingled with those of any other corporation;

(d) the Corporation will pay each person serving as an Independent Director (as that term is defined in Article VII) for such service and attendance at meetings of the Board of Directors as the Board of Directors deems appropriate from time to time;

(e) the Corporation’s Board of Directors will hold regular meetings, not less frequently than once every calendar year, to review the actions of the officers of the Corporation and to authorize and approve (i) all transactions outside the ordinary course of the Corporation’s business that are incidental, necessary, suitable or convenient for the accomplishment of the purposes set forth in Article III, and (ii) such other transactions, agreements and actions of the Corporation as the Board of Directors deems appropriate in connection with its review and supervision of the Corporation’s actions; and

(f) the Corporation shall (i) conduct its own business in its own name; (ii) maintain separate financial statements; (iii) pay its own liabilities out of its own funds; (iv) observe all corporate formalities; (v) maintain an arms’-length relationship with its affiliates; (vi) pay the salaries of its own employees and maintain a sufficient number of employees in light of its contemplated business operations; (vi) use separate stationary, invoices and checks; (vii) hold itself out as a separate entity; (viii) correct any known misunderstanding regarding its separate identity; and (ix) maintain adequate capital in light of its contemplated business operations.

Article XIII. Meetings of Stockholders. Meetings of stockholders shall be held at such place, within or without the State of Nevada, as may be designated by or in the manner provided in the Bylaws or, if not so designated or provided, at the registered office of the Corporation in the State of Nevada. Elections of directors need not be by ballot unless and except to the extent that the Bylaws so provide. The books of the Corporation may be kept (subject to any provision contained in any applicable statute)

5

outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

Article XIV. Limitations on Actions. Notwithstanding any other provision of the Articles of Incorporation, Bylaws or any provision of law that otherwise so empowers the Corporation, the Corporation shall not, without (i) the affirmative vote of 100% of the members of the Board of Directors of the Corporation, including the affirmative vote of the Independent Director or Independent Directors required by Article VII, and (ii) the affirmative vote of stockholders holding at least two-thirds (2/3) of the total number of outstanding shares of Common Stock of the Corporation, and (iii) as permitted by the General Corporation Law of the State of Nevada and as long as any obligation under or in respect of any financial guaranty insurance policy issued on behalf of the Corporation by any Guarantor (as herein defined) is outstanding and such Guarantor is not in continuing default on its obligations under such policy and is not insolvent, the consent of such Guarantor or any of its successors in interest as issuer of such a policy:

(a) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or for a substantial part of its property, commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereinafter in effect, consent or acquiesce in the filing of any such petition, application, proceeding or appointment of or taking possession by the custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or any substantial part of its property, or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Corporation; provided, that if there shall not be a director required by Article VII of the Articles of Incorporation then in office and acting, a vote upon any matter set forth in this paragraph (a) of this Article XIV shall not be taken unless and until a director meeting the requirements of Article VII of the Articles of Incorporation shall have been appointed and qualified;

(b) amend, alter, change or repeal any of the following articles of the Articles of Incorporation: Article III, Article VII, Article XII, Article VIII, this Article XIV, or Article XV;

(c) (i) engage in any business or activity other than as authorized by Article III hereof, (ii) dissolve or liquidate, in whole or in part or (iii) consolidate with or merge into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any entity, or permit any entity to merge into it or convey, transfer or lease its properties and assets substantially as an entirety to it; or

(d) until termination of any Trust in accordance with the terms thereof, institute proceedings for any Trust to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against any Trust, or file a petition seeking or consenting to reorganization or relief under any

6

applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of any Trust or a substantial part of its property, or cause or permit any Trust to make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.

Article XV. Indemnification. (a) Every person who was or is a party to, or is threatened to be made a party to, or is involved in any section, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

(b) Without limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

(c) The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Article XVI. Amendment, Alteration or Repeal. The Corporation reserves the right to amend, alter, or repeal any other provision contained in the Articles of

7

Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation; provided, however, that Article III, Article VII, Article XII, Article XIII, Article XIV, Article XV and this Article XVI may be amended only in accordance with Article XIV of the Articles of Incorporation.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, as amended, do make this certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true and that I have accordingly hereunto signed my signature this 10^th day of October, 2000.

/s/ J. Michael May

J. Michael May,

Incorporator

8

Secretary of State	STATE OF NEVADA	Telephone (702) 6 [Illegible]
	OFFICE OF THE SECRETARY OF STATE	Fax (702) 687-3 [Illegible]
	State Capitol Complex
	Carson City, Nevada 89710

CERTIFICATE OF ACCEPTANCE

OF APPOINTMENT BY

RESIDENT AGENT

In the matter of                          AFS SENSUB CORP.                                                                                      

Name of Corporation

I,     CSC SERVICES OF NEVADA, INC.                                                  with address at Suite         F                 ,

    Name of Resident Agent

Street     502 EAST JOHN STREET                                                                                                                           ,

City of     CARSON CITY                                                 , State of Nevada, Zip Code         89706                         ,

hereby accept appointment as resident agent of the above-named corporation in accordance with NRS 78.090.

(mailing address if different:                                                                                                                                          )

OCTOBER 10, 2000	By:	[Authorized Officer]
		Signature of Resident Agent

NRS 78.090. Except during any period of vacancy described in NRS 78.097, every corporation must have a resident agent, who may be either a natural person or a corporation, resident, or located in this state. Every resident agent must have a street address, where he maintains an office for the service of process, and may have a separate mailing address such as a Post Office Box, which may be different from the street address. The address of the resident agent is the registered office of the corporation in this state. The resident agent may be any bank or banking corporation or other corporation located and doing business in this state. The Certificate of Acceptance must be filed at the time of the initial filing of the corporate papers.

FILED # C27113-00

AUG 15 2002

AT THE OFFICE OF DEAN HELLER

SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

AFS SENSUB CORP.

THE UNDERSIGNED hereby certifies as follows:

1. He is the duly elected and acting Assistant Secretary of AFS SenSub Corp., a Nevada corporation (the “Corporation”).

2. On August 9, 2002, the Board of Directors of the Corporation, including the Independent Directors required by Article VIII, unanimously approved amendments to its Articles of Incorporation filed on October 10, 2000 (the “Articles”), pursuant to Title 7, Chapter 78 of the Nevada Revised Statutes, as amended (hereinafter sometimes collectively referred to as the “General Corporation Law of the State of Nevada”).

3. On August 9, 2002, upon the recommendation of the Board of Directors of the Corporation, the sole stockholder of the Corporation approved amendments to the Articles as hereinafter set forth.

4. ARTICLES III, clauses (d), (e) and (f), are hereby deleted in their entirety and the following clauses are substituted in lieu thereof:

(d) to purchase, sell or pledge any classes of asset-backed securities or certificates or other securities issued by any affiliated entities or the Trusts;

(e) to enter into any agreement with an insurer or guarantor, relating to the insurance or guaranty of any asset-backed securities, certificates or other securities issued by the Corporation, any affiliated entity or the Trusts and which may include provisions for non-recourse obligations for reimbursement by the Corporation for payments made in connection with any such insurance or guaranty or the pledge of collateral for the benefit of an insurer or guarantor;

(f) to enter into, borrower money, incur debt, pledge assets and exercise all of the rights and perform all of the obligations under (i) that certain Credit Agreement dated as of August 15, 2002, among the Corporation and AFS Funding Corp., as Borrowers, AmeriCredit Corp. and AmeriCredit Financial Services, Inc., as Contingent Obligors, the Financial Institutions from time to time party thereto as Lenders, Deutsche Bank AG, New York Branch (“Deutsche Bank”), as an Agent, the Other Agents from time to time party thereto, Deutsche Bank Trust Company Americas, as Lender Collateral Agent and as the Administrative Agent (the “Credit Agreement”), as may be amended from time to time; (ii) that certain Master Collateral and Intercreditor Agreement dated as of August 15, 2002,

among Deutsche Bank Trust Company Americas, as Revolver Collateral Agent and Revolver Administrative Agent, the Facility Representatives from time to time party thereto, Deutsche Bank Trust Company Americas, as Mater Collateral Agent, the Corporation and AFS Funding Corp., as Borrowers, and AmeriCredit Financial Services, Inc., as may be amended from time to time; and (iii) the related Transaction Documents as defined in the Credit Agreement, as may be amended from time to time; and

(g) to engage in any lawful act or activity and to exercise any powers permitted to corporations organized under the General Corporation Law of the State of Nevada that are incidental to and necessary, suitable or convenient for the accomplishment of the purposes specified in clauses (a) through (f), above.

5. The definition of “Independent Directors” in ARTICLES VII is hereby deleted in its entirely and the following language is substituted in lieu thereof:

“Independent Director” shall mean a director of the Corporation (a) who shall at no time be, or have been, or have any relative who is or at any time has been, a director, officer, stockholder, creditor, customer or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in the Corporation or any Affiliate thereof (excluding such director’s position as an Independent Director and any compensation received by such director in such capacity; and provided, further, that the Independent Director may also be an “independent director” of any other special purpose corporations affiliated with the Corporation), and (b) who shall at no time be, or have been, a director, officer, stockholder, creditor, customer or supplier of, be employed by, or hold or held at any time (directly or indirectly) any beneficial economic interest in any person holding (directly or indirectly) a beneficial economic interest in the Corporation or any Affiliate thereof. “Affiliate” as used in this Article VII shall mean any entity other than the Corporation (i) which owns beneficially, directly or indirectly, 5% or more of the outstanding shares of voting securities of the Corporation, or (ii) of which 5% or more of the outstanding shares of its voting securities is owned beneficially, directly or indirectly, by any entity described in clause (i) above, as the term “control” is defined under Section 230.405 of the Rules and Regulations of the Securities and Exchange Commission, 17 C.F.R. Section 230.405.

6. Clause (a) of ARTICLE XI is hereby deleted in its entirety and the following language is substituted in lieu thereof:

(a) Without limiting the limitation of liability of directors and officers provided by NRS 78.138(7), a director of officer of the Corporation shall not be individually liable to the Corporation or its stockholders for any damages as a result of any act or failure to act in the person’s capacity as a director or

2

officer unless it is proven that: (i) the act or failure to act constituted a breach of the person’s fiduciary duties as a director or officer; and (ii) the breach of those duties involved intentional misconduct, fraud or knowing violation of law. Any repeal or modification of this Article XII shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

7. Clauses (b) and (c) of ARTICLE XII are hereby deleted in their entirety and the following language is substituted in lieu thereof:

(b) the Corporation will maintain separate corporate records and books of account from those of such owner, subsidiaries and affiliates as are referred to in (a) and separate from any other entity or person;

(c) the Corporation’s assets will not be commingled with those of any other entity or person;

8. Clause (e) of ARTICLE XII is hereby amended by eliminating the word “and” from the end thereof.

9. Clause (f) of ARTICLE XII is hereby amended by deleting the period punctuation make therefrom and adding in lieu thereof “and”.

10. A new clause (g) is hereby added to ARTICLE XII, as follows:

(g) except to extent contemplated by Article III(f) hereof, the Corporation shall not guarantee the debts of any other entity or person, shall not hold itself as being able to satisfy the obligations of any other entity or person, shall not pledge its assets for the benefit of any other entity or person, and shall not make loans or advance monies to any other entity or person.

11. ARTICLE XIV is hereby deleted in its entirety and the following language is substituted in lieu thereof:

Article XIV. Limitation on Actions. Notwithstanding any other provision of the Articles of Incorporation, Bylaws or any provision of law that otherwise so empowers the Corporation, the Corporation shall not, without (i) the affirmative vote of 100% of the members of the Board of Directors of the Corporation, including the affirmative vote of the Independent Director or Independent Directors required by Article VIII, and (ii) the affirmative vote of stockholders holding at least two-thirds (2/3) of the total number of outstanding shares of Common Stock of the Corporation, and (iii) as permitted by the General Corporation Law of the State of Nevada:

3

(a) make an assignment for the benefit of creditors, file a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or for a substantial part of its property, commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereinafter in effect, consent or acquiesce in the filing of any such petition, application, proceeding or appointment of or taking possession by the custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation or any substantial part of its property, or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Corporation; provided, that if there shall not be a director required by Article VII of these Articles of Incorporation then in office and acting, a vote upon any matter set forth in this paragraph (a) of this Article XIV shall not be taken unless and until a director meeting the requirements of Article VII of these Articles of Incorporation shall have been appointed and qualified;

(b) amend, alter, change or repeal any provisions of these Articles of Incorporation; or

(c) (i) engage in any business or activity other than as authorized by Article III hereof, (ii) dissolve or liquidate, in whole or in part or (iii) consolidate with or merge into any other entity or convey, transfer or lease its properties and assets substantially as an entirety to any entity, or permit any entity to merge into it or convey, transfer or lease its properties and assets substantially as an entirety to it;

(d) until termination of any Trust in accordance with the terms thereof, institute proceedings for any Trust to be adjudged a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against any Trust, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of any Trust or a substantial part of its property, or cause or permit any Trust to make an assignment for the benefit of its creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratoriam on its debt or take any action in furtherance of any such action.

12. ARTICLE XVI is hereby deleted in its entirety and the following language is substituted in lieu thereof:

ARTICLE XVI. Amendment, Alteration or Repeal. Subject to the provisions, of ARTICLE XIV hereof, the Corporation reserves the right to amend, alter, or repeal any other provision contained in the Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.

4

13. Add ARTICLE XVII, as follows:

ARTICLE XVII. Duration. The Corporation is to have perpetual existence.

14. Except as expressly provided herein, all of the provisions of the Articles shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 9th day of August 2002.

AFS SENSUB CORP.
By:	/s/ J. Michael May
	J. Michael May, Assistant Secretary

5

STATE OF NEVADA

Secretary of Sate

I hereby certify that this is a true and

complete copy of the document as filed in

this office.

AUG 15 2002

/s/ Dean Heller

Dean Heller

By [Authorized Officer]

EX-3.2

EXHIBIT 3.2

BYLAWS

OF

AFS SENSUB CORP.

(a Nevada corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the General Corporation Law of the State of Nevada (General Corporation Law). If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any

claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of Section 78.205 of the General Corporation Law.

3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class or shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or

holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder, provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation.

6. STOCKHOLDER MEETINGS.

-TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

-PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix.

-CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

-NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by the President or a Vice-President, or the Secretary, or an Assistant Secretary, or by such other person or persons as the directors must designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of the notice must be either delivered personally or mailed postage prepaid to each stockholder not less than ten nor more than sixty days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and whenever notice of any kind is required to be given under the provisions of the General Corporation Law, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in any manner described in, or otherwise authorized by, the provisions of Section 78.355 of the General Corporation Law.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as a inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

- QUORUM. Stockholders holding at least a majority of the voting power are necessary to constitute a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by stockholders who hold at least a majority of the voting power and are present at a meeting at which a quorum is present, except where the General Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the General Corporation Law, voting by ballot shall not be required for any other action.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the General Corporation Law, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed. Any written consent shall be subject to the requirements of Section 78.320 of the General Corporation Law and of any other applicable provision of law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof for services in any capacity. The use of the phrase “whole Board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A director need not be a stockholder or a resident of the State of Nevada. The initial Board of Directors shall consist of 3 persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be 3. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the provisions of Sections 78.320 through 78.335 of the General Corporation Law of Nevada. The first Board of Directors shall hold office until the first election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an election of directors by stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between elections of directors by stockholders, newly created directorships and any vacancies in the Board of Directors, including any vacancies resulting from the removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors my conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to a director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.

- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Articles of Incorporation or these Bylaws may otherwise provide, and except as otherwise provided by the General Corporation Law, the act of the directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Members of the Board or of any committee which may be designated by the Board may participate in a meeting of the Board or of any such committee, as the case may be, by means of a telephone conference or similar method of communication by which all persons participating in the meeting hear each other. Participation in a meeting by said means constitutes presence in person at the meeting.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause in accordance with the provisions of the General Corporation Law.

6. COMMITTEES. Whenever its number consists of two or more, the Board of Directors may designate one or more committees which have such powers and duties as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp. Each committee must include at least one director. The Board of Directors may appoint natural persons who are not directors to serve on committees.

7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all members of the Board or of the committee, as the case may be.

ARTICLE III

OFFICERS

1. The corporation must have a President, a Secretary, and a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents with such titles as the resolution choosing them shall designate. Each of any such officers must be natural persons and must be chosen by the Board of Directors or chosen in the manner determined by the Board of Directors.

2. QUALIFICATIONS. Except as may otherwise be provided in the resolution choosing him, no officer other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need be a Director.

Any person may hold two or more offices, as the directors may determine.

3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen or until his resignation or removal before the expiration of his term.

Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board.

Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board.

4. DUTIES AND AUTHORITY. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions or instruments may be inconsistent therewith.

ARTICLE IV

REGISTERED OFFICE

The location of the initial registered office of the corporation in the State of Nevada is the address of the initial resident agent of the corporation, as set forth in the original Articles of Incorporation.

The corporation shall maintain at said registered office a copy, certified by the Secretary of State of the State of Nevada, of its Articles of Incorporation, and all amendments thereto, and a copy, certified by the Secretary of the corporation, of these Bylaws, and all amendments thereto. The corporation shall also keep at said registered office a stock ledger of a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively or a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

ARTICLE V

CORPORATE SEAL OR STAMP

The corporate seal or stamp shall be in such form as the Board of Directors may prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of

AFS SenSub Corp., a Nevada corporation, as in effect on the date hereof.

WITNESS my hand and the seal or stamp of the corporation.

Dated: October 12, 2000.

/s/ J. Michael May

J. Michael May

Assistant Secretary

(SEAL)

EX-4.2

Exhibit 4.2

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -  

Class A-1       % Asset Backed Notes

Class A-2[-A]       % Asset Backed Notes

[Class A-2-B Floating Rate Asset Backed Notes]

Class A-3       % Asset Backed Notes

Class B       % Asset Backed Notes

Class C       % Asset Backed Notes

Class D       % Asset Backed Notes

Class E       % Asset Backed Notes

- - - - - - - - - - - - - - - - - - - - - -

INDENTURE

Dated as of                 , 20    

- - - - - - - - - - - - - - - - - - - - - -

[TRUSTEE AND TRUST COLLATERAL AGENT],

as Trustee and Trust Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I Definitions and Incorporation by Reference			3
SECTION 1.1	Definitions		3
SECTION 1.2	Incorporation by Reference of Trust Indenture Act		12
SECTION 1.3	Rules of Construction		12
ARTICLE II The Notes			12
SECTION 2.1	Form		12
SECTION 2.2	Execution, Authentication and Delivery		13
SECTION 2.3	Temporary Notes		14
SECTION 2.4	Registration; Registration of Transfer and Exchange		14
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen Notes		16
SECTION 2.6	Persons Deemed Owner		17
SECTION 2.7	Payment of Principal and Interest; Defaulted Interest		17
SECTION 2.8	Cancellation		18
SECTION 2.9	Release of Collateral		18
SECTION 2.10	Book-Entry Notes		18
SECTION 2.11	Notices to Clearing Agency		19
SECTION 2.12	Definitive Notes		19
ARTICLE III Covenants			20
SECTION 3.1	Payment of Principal and Interest		20
SECTION 3.2	Maintenance of Office or Agency		20
SECTION 3.3	Money for Payments to be Held in Trust		20
SECTION 3.4	Existence		22
SECTION 3.5	Protection of Trust Estate		22
SECTION 3.6	Opinions as to Trust Estate		23
SECTION 3.7	Performance of Obligations; Servicing of Receivables		23
SECTION 3.8	Negative Covenants		24
SECTION 3.9	Annual Statement as to Compliance		25
SECTION 3.10	Issuer May Consolidate, Etc. Only on Certain Terms		25
SECTION 3.11	Successor or Transferee		27
SECTION 3.12	No Other Business		27
SECTION 3.13	No Borrowing		27
SECTION 3.14	Servicer’s Obligations		27
SECTION 3.15	Guarantees, Loans, Advances and Other Liabilities		27
SECTION 3.16	Capital Expenditures		28
SECTION 3.17	Compliance with Laws		28
SECTION 3.18	Restricted Payments		28
SECTION 3.19	Notice of Events of Default		28
SECTION 3.20	Further Instruments and Acts		28
SECTION 3.21	Amendments of Sale and Servicing Agreement and Trust Agreement		28
SECTION 3.22	Income Tax Characterization		28

i

ARTICLE IV Satisfaction and Discharge		29
SECTION 4.1	Satisfaction and Discharge of Indenture	29
SECTION 4.2	Application of Trust Money	30
SECTION 4.3	Repayment of Moneys Held by Note Paying Agent	30
ARTICLE V Remedies		30
SECTION 5.1	Events of Default	30
SECTION 5.2	Rights Upon Event of Default	31
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	32
SECTION 5.4	Remedies	34
SECTION 5.5	Optional Preservation of the Receivables	35
SECTION 5.6	Priorities	35
SECTION 5.7	Limitation of Suits	37
SECTION 5.8	Unconditional Rights of Noteholders To Receive Principal and Interest	38
SECTION 5.9	Restoration of Rights and Remedies	38
SECTION 5.10	Rights and Remedies Cumulative	38
SECTION 5.11	Delay or Omission Not a Waiver	38
SECTION 5.12	Control by Noteholders	38
SECTION 5.13	Waiver of Past Defaults	39
SECTION 5.14	Undertaking for Costs	39
SECTION 5.15	Waiver of Stay or Extension Laws	40
SECTION 5.16	Action on Notes	40
SECTION 5.17	Performance and Enforcement of Certain Obligations	40
ARTICLE VI The Trustee and the Trust Collateral Agent		40
SECTION 6.1	Duties of Trustee	40
SECTION 6.2	Rights of Trustee	42
SECTION 6.3	Individual Rights of Trustee	46
SECTION 6.4	Trustee’s Disclaimer	46
SECTION 6.5	Notice of Defaults	46
SECTION 6.6	Reports by Trustee to Holders	46
SECTION 6.7	Compensation and Indemnity	46
SECTION 6.8	Replacement of Trustee	47
SECTION 6.9	Successor Trustee by Merger	48
SECTION 6.10	Appointment of Co-Trustee or Separate Trustee	49
SECTION 6.11	Eligibility: Disqualification	50
SECTION 6.12	Preferential Collection of Claims Against Issuer	51
SECTION 6.13	Appointment and Powers	51
SECTION 6.14	Performance of Duties	51
SECTION 6.15	Limitation on Liability	52
SECTION 6.16	Reliance Upon Documents	53
SECTION 6.17	Successor Trust Collateral Agent	53
SECTION 6.18	Compensation	54

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SECTION 6.19	Representations and Warranties of the Trust Collateral Agent and the Issuer	54
SECTION 6.20	Waiver of Setoffs	55
ARTICLE VII Noteholders’ Communications and Reports		55
SECTION 7.1	Issuer to Furnish to Trustee Names and Addresses of Noteholders	55
SECTION 7.2	Preservation of Information; Communications to Noteholders	56
SECTION 7.3	Reports by Issuer	57
SECTION 7.4	Reports by Trustee	58
SECTION 7.5	Review Reports	58
ARTICLE VIII Accounts, Disbursements and Releases		58
SECTION 8.1	Collection of Money	58
SECTION 8.2	Release of Trust Estate	59
SECTION 8.3	Opinion of Counsel	59
ARTICLE IX Supplemental Indentures		59
SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	59
SECTION 9.2	Supplemental Indentures with Consent of Noteholders	61
SECTION 9.3	Execution of Supplemental Indentures	62
SECTION 9.4	Effect of Supplemental Indenture	62
SECTION 9.5	Conformity With Trust Indenture Act	63
SECTION 9.6	Reference in Notes to Supplemental Indentures	63
ARTICLE X Redemption of Notes		63
SECTION 10.1	Redemption	63
SECTION 10.2	Form of Redemption	64
SECTION 10.3	Notes Payable on Redemption Date	64
ARTICLE XI Miscellaneous		64
SECTION 11.1	Compliance Certificates and Opinions, etc.	64
SECTION 11.2	Form of Documents Delivered to Trustee	66
SECTION 11.3	Acts of Noteholders	67
SECTION 11.4	Notices, etc., to Trustee, Issuer and Rating Agencies	67
SECTION 11.5	Notices to Noteholders; Waiver	68
SECTION 11.6	[Reserved]	68
SECTION 11.7	Conflict with Trust Indenture Act	68
SECTION 11.8	Effect of Headings and Table of Contents	69
SECTION 11.9	Successors and Assigns	69
SECTION 11.10	Separability	69
SECTION 11.11	Benefits of Indenture	69
SECTION 11.12	Legal Holidays	69
SECTION 11.13	GOVERNING LAW	69
SECTION 11.14	Counterparts and Consent to Do Business Electronically	69

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SECTION 11.15	Recording of Indenture	70
SECTION 11.16	Trust Obligation	70
SECTION 11.17	No Petition	70
SECTION 11.18	Inspection	70
SECTION 11.19	Submission to Jurisdiction; Waiver of Jury Trial	71
SECTION 11.20	No Partnership or Joint Venture	71
SECTION 11.21	Limitation of Liability of the Owner Trustee	71
SECTION 11.22	Third Party Beneficiary	72

EXHIBITS
EXHIBIT A-1	Form of Class A-1 Note
EXHIBIT A-2[-A]	Form of Class A-2[-A] Note
[EXHIBIT A-2-B	Form of Class A-2-B Note]
EXHIBIT A-3	Form of Class A-3 Note
EXHIBIT B	Form of Class B Note
EXHIBIT C	Form of Class C Note
EXHIBIT D	Form of Class D Note
EXHIBIT E	Form of Class E Note
SCHEDULES
SCHEDULE A	Representations and Warranties of the Issuer

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INDENTURE dated as of                     , 20    , between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -  , a Delaware statutory trust (the “Issuer”), and [TRUSTEE AND TRUST COLLATERAL AGENT], a [entity type], as trustee (the “Trustee”) and Trust Collateral Agent (as defined below).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s Class A-1       % Asset Backed Notes (the “Class A-1 Notes”), the Class A-2       % Asset Backed Notes (the “Class A-2[-A] Notes”), [the Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”),] the Class A-3       % Asset Backed Notes (the “Class A-3 Notes”, and together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”), the Class B       % Asset Backed Notes (the “Class B Notes”), the Class C       % Asset Backed Notes (the “Class C Notes”), the Class D       % Asset Backed Notes (the “Class D Notes”) and the Class E       % Asset Backed Notes (the “Class E Notes”, and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”).

As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Collateral (as defined below) as collateral to the Trust Collateral Agent for the benefit of the Trustee on behalf of the Noteholders.

GRANTING CLAUSE

The Issuer hereby Grants to the Trust Collateral Agent at the Closing Date, for the benefit of the Issuer Secured Parties, all of the Issuer’s right, title and interest in and to the following property, whether now existing or hereafter acquired or arising (a) the Receivables and all moneys received thereon after the Cutoff Date; (b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Issuer in the Financed Vehicles; (c) any proceeds with respect to the Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (d) all rights under any Service Contracts on the related Financed Vehicles; (e) any 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; (f) the Trust Accounts and all funds on deposit from time to time in the Trust Accounts, and in all investments and proceeds thereof and all rights of the Issuer therein (including all income thereon); (g) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Purchase Agreement, including the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the Purchase Agreement; (h) all items contained in the Receivable Files and any and all other documents that AmeriCredit keeps on file in accordance with its customary procedures relating to the Receivables, the Obligors or the Financed Vehicles; (i) the Issuer’s rights and benefits, but none of its obligations or burdens, under the Sale and Servicing Agreement (including all rights of the Seller under the Purchase Agreement, assigned to the Issuer pursuant to the Sale and Servicing Agreement); (j) [the Issuer’s rights and benefits, but none of its obligations or burdens, under the Hedge Agreement (the “Hedge Collateral”); (k)] all of the Issuer’s (i) Accounts, (ii) Chattel Paper, (iii) Documents, (iv) Instruments and (v) General Intangibles (as such terms are defined in the UCC) relative to the property described in (a) through [(i)]; and [(k)] all present and future claims, demands, causes and choses of action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).

The foregoing Grant is made in trust to the Trust Collateral Agent, for the benefit of the Trustee on behalf of the Noteholders. The Trust Collateral Agent hereby acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of such parties, recognizing the priorities of their respective interests may be adequately and effectively protected.

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ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1     Definitions. Except as otherwise specified herein, the following terms have the respective meanings set forth below for all purposes of this Indenture.

“Act” has the meaning specified in Section 11.3(a).

“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 specified 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. A Person shall not be deemed to be an Affiliate of any person solely because such other Person has the contractual right or obligation to manage such Person unless such other Person controls such Person through equity ownership or otherwise.

“Authorized Officer” means, with respect to the Issuer and the Servicer, any officer or agent acting pursuant to a power of attorney of the Owner Trustee or the Servicer, as applicable, who is authorized to act for the Owner Trustee or the Servicer, as applicable, in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by each of the Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Basic Documents” means this Indenture, the Certificate of Trust, the Trust Agreement (as amended), the Purchase Agreement, the Sale and Servicing Agreement, the Underwriting Agreement[, the Note Purchase Agreement] [, the Hedge Agreement,] [the Certificate Purchase Agreement,] the Asset Representations Review Agreement and other documents and certificates delivered in connection therewith.

“Benefit Plan Entity” has the meaning specified in Section 2.4.

“Benefit Plan Investor” has the meaning specified in Section 2.4.

“Book Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.

“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 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.

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

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“Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement.

“Certificateholder” means [the]/[each] Person in whose name [the]/[a] Certificate is registered on the Certificate Register.

“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

“Class A-1 Interest Rate” means       % per annum (computed on the basis of a 360-day year and the actual number of days in the related Interest Period).

“Class A-1 Notes” means the Class A-1       % Asset Backed Notes, substantially in the form of Exhibit A-1.

[“Class A-2 Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).]

“Class A-2 Notes” means [the Class A-2       % Asset Backed Notes, substantially in the form of Exhibit A-2]/[the Class A-2-A Notes and the Class A-2-B Notes].

[“Class A-2-A Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).]

[“Class A-2-A Notes” means the Class A-2-A       % Asset Backed Notes, substantially in the form of Exhibit A-2-A.]

[“Class A-2-B Interest Rate” means the greater of (i) SOFR plus       % per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days in the related Interest Period).]

[“Class A-2-B Notes” means the Class A-2-B Floating Rate Asset Backed Notes, substantially in the form of Exhibit A-2-B.]

“Class A-3 Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

“Class A-3 Notes” means the Class A-3       % Asset Backed Notes, substantially in the form of Exhibit A-3.

“Class B Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

“Class B Notes” means the Class B       % Asset Backed Notes, substantially in the form of Exhibit B.

“Class C Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

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“Class C Notes” means the Class C       % Asset Backed Notes, substantially in the form of Exhibit C.

“Class D Interest Rate” means       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months).

“Class D Notes” means the Class D       % Asset Backed Notes, substantially in the form of Exhibit D.

“Class E Interest Rate” means [prior to the twenty-fourth Distribution Date,       %. From and after the twenty-fourth Distribution Date, (i) if on the twenty-fourth Distribution Date the excess of the Pool Balance over the Outstanding Amount of the Notes is equal to or greater than the greater of (1) the Pool Balance times       % minus the Specified Reserve Balance and (2) the Original Pool Balance times       %,]       % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months)[; or (ii) if on the twenty-fourth Distribution Date the excess of the Pool Balance over the Outstanding Amount of the Notes is less than the greater of (1) the Pool Balance times       % minus the Specified Reserve Balance and (2) the Original Pool Balance times       %,       %].

“Class E Notes” means the Class E       % Asset Backed Notes, substantially in the form of Exhibit E.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means                     , 20    .

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

“Controlling Class” means, (i) the Class A Notes so long as any class of the Class A Notes are Outstanding, (ii) if no class of Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes or (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the Class E Notes.

“Controlling Party” means the Trust Collateral Agent, acting on behalf of the Noteholders and solely at the prior written direction of the Majority Noteholders.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered which office at date of the execution of this Indenture is located at [Address] (facsimile number (      )       -        ) Attention:

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                    , or at such other address as the Trustee may designate from time to time by notice to the Noteholders, the Servicer and the Issuer, or the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Noteholders and the Issuer).

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10.

“Distribution Date” has the meaning specified in the Sale and Servicing Agreement.

“ERISA” has the meaning specified in Section 2.4.

“Event of Default” has the meaning specified in Section 5.1.

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

“Executive Officer” means, with respect to any corporation, limited liability company or national association, the Chief Executive Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary or the Treasurer of such corporation, limited liability company or national association; and with respect to any partnership, any general partner thereof.

“Final Scheduled Distribution Date” means with respect to (i) the Class A-1 Notes, the                     , 20     Distribution Date, (ii) the Class A-2[-A] Notes, the                     , 20     Distribution Date, (iii) [the Class A-2-B Notes, the                     , 20     Distribution Date, (iv)] the Class A-3 Notes, the                     , 20     Distribution Date, [(iv)] the Class B Notes, the                     , 20     Distribution Date, [(v)] the Class C Notes, the                     , 20     Distribution Date, [(vi)] the Class D Notes, the                     , 20     Distribution Date and [(vii)] the Class E Notes, the                     , 20     Distribution Date.

“GAAP” means, at any particular time, U.S. generally accepted accounting principles as in effect at such time, consistently applied.

“Grant” means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

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[“Hedge Agreement” means the ISDA Master Agreement, dated                     , 20    , between the Issuer and the Hedge Provider, including the Schedule thereto, the Credit Support Annex thereto, the Confirmation relating to the Class A-2-B Notes, together with any replacement hedge agreement[; provided, that no additional hedge agreement shall be a “Hedge Agreement” under the Basic Documents for so long as the Hedge Agreement is outstanding without the prior, written consent of the Hedge Provider unless the Hedge Agreement has terminated].]

[“Hedge Provider” means [Hedge Provider], together with any replacement Hedge Provider.]

[“Hedge Provider Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Hedge Provider under this Indenture, the Sale and Servicing Agreement, the Hedge Agreement or any other Basic Document.]

“Holder” or “Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Indebtedness” means, with respect to any Person as of any day, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (iii) all obligations of such Person under each lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee, (iv) all obligations of such Person in respect of letters of credit, acceptances or similar obligations issued or created for the account of such person, (v) all guarantee obligations of such Person and (vi) all obligations and liabilities secured by any lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, each as of such day.

“Indenture” means this Indenture as amended and supplemented from time to time.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Trust Collateral Agent under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1, prepared by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trust Collateral Agent in the exercise of

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reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Interest Rate” means, with respect to the (i) Class A-1 Notes, the Class A-1 Interest Rate, (ii) Class A-2[-A] Notes, the Class A-2[-A] Interest Rate, (iii) [Class A-2-B Notes, the Class A-2-B Interest Rate, (iv)] Class A-3 Notes, the Class A-3 Interest Rate, [(iv)] Class B Notes, the Class B Interest Rate, [(v)] Class C Notes, the Class C Interest Rate, [(vi)] Class D Notes, the Class D Interest Rate and [(vii)] Class E Notes, the Class E Interest Rate.

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

“Issuer Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee, the Trust Collateral Agent or the Note Paying Agent.

“Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured Obligations [and the Hedge Provider in respect of the Hedge Provider Issuer Secured Obligations].

“Majority Noteholders” means the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class; provided, that neither Holders of Notes who are employees or Affiliates of the Issuer, the Seller, the Servicer or General Motors Financial Company, Inc. nor the Notes held by such Holders shall be counted when calculating such majority of the related Outstanding Amount.

“Note” means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class B Note, a Class C Note, a Class D Note or a Class E Note.

“Note Owner” means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 6.11 and is authorized by the Issuer to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.4.

“Notice of Default” has the meaning set forth in Section 5.1 hereof.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable

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requirements of Section 11.1 and TIA § 314, and delivered to the Trustee or the Trust Collateral Agent. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Trustee, and which shall comply with any applicable requirements of Section 11.1, and shall be in form and substance satisfactory to the Trustee.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(i)    Notes theretofore canceled by the Note Registrar or delivered to the Note Registrar for cancellation;

(ii)    Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Trustee or any Note Paying Agent in trust for the Noteholders (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor, satisfactory to the Trustee); and

(iii)    Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee or the Trust Collateral Agent, as applicable, shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Trustee or the Trust Collateral Agent, as applicable, either actually knows to be so owned or has received written notice thereof shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” means the aggregate principal amount of all Notes, or class of Notes, as applicable, Outstanding at the date of determination.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Prohibited Transaction Class Exemption” means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

“Prospectus” means the prospectus, dated as of                     , 20    , relating to the offering of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, as filed with the Commission.

“Rating Agency” means each of [                ,] [                ] and [                ] so long as such Persons maintain a rating on the Notes; and if any of [                ,] [                ] or [                ] no longer maintains a rating on the Notes, such other nationally recognized statistical rating organization engaged by the Seller.

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

“Record Date” means, with respect to a Distribution Date or Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption Date, unless otherwise specified in this Indenture.

“Redemption Date” means in the case of a redemption of the Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section 10.1(b), the Distribution Date specified by the Servicer or the Issuer pursuant to Section 10.1(a) or 10.1(b) as applicable.

“Redemption Price” means (a) in the case of a redemption of the Notes pursuant to Section 10.1(a), an amount equal to the unpaid principal amount of the then outstanding principal amount of each class of Notes being redeemed plus accrued and unpaid interest thereon to but excluding the Redemption Date, or (b) in the case of a payment made to Noteholders pursuant to Section 10.1(b), the amount on deposit in the Note Distribution Account, but not in excess of the amount specified in clause (a) above.

“Responsible Officer” means, with respect to the Trustee or the Trust Collateral Agent, any officer within the Corporate Trust Office of the Trustee, including any Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary, or any other officer of the Trustee or the Trust Collateral Agent 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

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referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Indenture.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement dated as of                 , 20     among the Issuer, the Seller, the Servicer and the Trust Collateral Agent, as the same may be amended or supplemented from time to time.

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

“Similar Law” has the meaning specified in Section 2.4.

“STAMP” has the meaning specified in Section 2.4.

“State” means any one of the fifty (50) states of the United States of America and/or the District of Columbia.

“Statutory Exemption” means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

“Termination Date” means the date on which the Trustee shall have received payment and performance of all Trustee Issuer Secured Obligations.

“Trust Collateral Agent” means, initially, [Trust Collateral Agent], a [entity type], in its capacity as collateral agent on behalf of the Issuer Secured Parties, including its successors-in-interest, until and unless a successor Person shall have become the Trust Collateral Agent pursuant to Section 6.17 hereof, and thereafter “Trust Collateral Agent” shall mean such successor Person.

“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including all property and interests Granted to the Trust Collateral Agent), including all proceeds thereof.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force on the date hereof, unless otherwise specifically provided.

“Trustee” means [Trustee], a [entity type], not in its individual capacity but as trustee under this Indenture, or any successor trustee under this Indenture.

“Trustee Issuer Secured Obligations” means all amounts and obligations which the Issuer may at any time owe to or on behalf of the Trustee or the Trust Collateral Agent for the benefit of the Noteholders under this Indenture, the Notes or any Basic Document.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

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Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement or the Trust Agreement.

SECTION 1.2     Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

SECTION 1.3     Rules of Construction. Unless the context otherwise requires:

(a)     a term has the meaning assigned to it;

(b)     an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;

(c)     “or” is not exclusive;

(d)     “including” means including without limitation; and

(e)     words in the singular include the plural and words in the plural include the singular.

ARTICLE II

The Notes

SECTION 2.1     Form. The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, in each case together with the Trustee’s certificate of authentication, shall be in substantially the forms set forth in Exhibits A-1, A-2[-A, A-2-B], A-3, B, C, D and E, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may,

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consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibits A-1, A-2[-A, A-2-B], A-3, B, C, D and E are part of the terms of this Indenture.

SECTION 2.2     Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

The Trustee shall, upon receipt of an Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $                , Class A-2[-A] Notes for original issue in an aggregate principal amount of $                , [Class A-2-B Notes for original issue in an aggregate principal amount of $                ,] Class A-3 Notes for original issue in an aggregate principal amount of $                , Class B Notes for original issue in an aggregate principal amount of $                , Class C Notes for original issue in an aggregate principal amount of $                , Class D Notes for original issue in an aggregate principal amount of $                , and Class E Notes for original issue in an aggregate principal amount of $                . The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes Outstanding at any time may not exceed such amounts except as provided in Section 2.5.

The Class A-1, Class A-2[-A, Class A-2-B], Class A-3, Class B, Class C and Class D Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof (except for one (1) Note of each class which may be issued in a denomination other than an integral multiple of $1,000). [The Class E Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $10,000 (except for one Note of the class which may be issued in a denomination other than an integral multiple of $10,000).]

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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SECTION 2.3     Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one (1) or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.4     Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders of the Notes and the principal amounts and number of such Notes.

(b)     Subject to Sections 2.10 and 2.12 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one (1) or more new Notes, in any authorized denominations, of the same class and a like aggregate principal amount.

At the option of the Noteholder, Notes may be exchanged for other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, subject to Sections 2.10 and 2.12 hereof, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its request the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

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All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the forms attached to Exhibits A-1, A-2[-A, A-2-B], A-3, B, C, D and E duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require.

(c)     Notwithstanding the foregoing, in the case of any sale or other transfer of a [list offered classes] (the “Offered Notes”) that is a Definitive Note, the prospective transferee of a Definitive Note shall be required to represent and warrant in writing (or in the case of a Book Entry Note, shall be deemed to have represented) to the Note Registrar that it is not, and is not acting on behalf of or investing the assets of, (a) an “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a “plan” (as defined in section 4975(e)(1) of the Code), that is subject to Section 4975 of the Code, (c) any entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (a) or (b) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”) or (d) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, State, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) (Benefit Plan Investors and plans subject to Similar Law, collectively, a “Benefit Plan Entity”), unless such purchaser’s or transferee’s acquisition, holding and disposition of such Offered Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

No Benefit Plan Entity may acquire a Class D Note or a Class E Note unless the Opinion of Counsel described in clause (ii)(A) in the first sentence of Section 2.3(d) hereof has been delivered.

No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar shall not register transfers or exchanges of Notes

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selected for redemption or of any Note for a period of fifteen (15) days preceding the due date for any payment with respect to the Note.

[The initial holder of [the Class D Notes and] the Class E Notes shall be the Depositor (or a Person disregarded as separate from the Depositor for U.S. federal income tax purposes). No sale or transfer of a beneficial interest in [a Class D Note or] a Class E Note shall be permitted (including, without limitation, by pledge or hypothecation) to a Person other than the Depositor (or a Person disregarded as separate from the Depositor for U.S. federal income tax purposes), and such sale or transfer shall be void ab initio, unless (i) [the Class D Note or] the Class E Note, as applicable, has been registered under the Securities Act or, as evidenced by an Opinion of Counsel, such sale or transfer is otherwise exempt from the Securities Act, and (ii) at the time of such sale or transfer an Opinion of Counsel is provided to the effect that either (A) as of the date of such sale or transfer of [the Class D Notes or] the Class E Notes, as applicable, will be treated as indebtedness for U.S. federal income tax purposes, or (B) such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and will not cause [the Class D Notes or] the Class E Notes, as applicable, to be subject to U.S. withholding tax.]

SECTION 2.5     Mutilated, Destroyed, Lost or Stolen Notes. If (a) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (b) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer, the Trust Collateral Agent and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual

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obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6     Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee, the Trust Collateral Agent and any agent of the Issuer, the Trustee or the Trust Collateral Agent may treat the Person in whose name any Note is registered (as of the Record Date) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee, the Trust Collateral Agent nor any agent of the Issuer, the Trustee or the Trust Collateral Agent shall be affected by notice to the contrary.

SECTION 2.7     Payment of Principal and Interest; Defaulted Interest.

(a)     The Notes shall accrue interest as provided in the forms of the Class A-1 Note, the Class A-2[-A] Note, [the Class A-2-B Note,] the Class A-3 Note, the Class B Note, the Class C Note, the Class D Note and the Class E Note set forth in Exhibits A-1, A-2[-A, A-2-B], A-3, B, C, D and E, respectively, and such interest shall be due and payable on each Distribution Date, as specified therein. Any installment of interest or principal, if any, payable on any Note which is punctually paid or duly provided for by the Issuer on the applicable Distribution Date, shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first-class, postage prepaid, to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date or on the Final Scheduled Distribution Date (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.1(a)) which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)     The principal of each Note shall be payable in installments on each Distribution Date, as provided in the forms of the Class A-1 Note, the Class A-2[-A] Note, [the Class A-2-B Note,] the Class A-3 Note, the Class B Note, the Class C Note, the Class D Note and the Class E Note, set forth in Exhibits A-1, A-2[-A, A-2-B], A-3, B, C, D and E, respectively. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Trustee or the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in Section 5.2. All principal payments on each class of Notes shall be made pro rata to the Noteholders of such class entitled thereto. Upon written notice from the Issuer, the Trustee shall notify the Person in whose name a

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Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Distribution Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

(c)     If the Issuer defaults in a payment of interest on the Notes, and such default is waived by the Controlling Party, acting at the direction of the Majority Noteholders, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on the immediately following Distribution Date, and, if such amount is not paid on such following Distribution Date, then on a subsequent special record date, which date shall be at least five (5) Business Days prior to the payment date. The Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 2.8     Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall timely direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee.

SECTION 2.9     Release of Collateral. The Trust Collateral Agent shall, on the earlier of (a) the Termination Date or (b) the Redemption Date (if the Notes are redeemed in full on such date), in either case, so long as any amounts due to the Trustee or the Trust Collateral Agent pursuant to the Basic Documents have been paid in full, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Estate from the lien created by this Indenture and deposit in the Collection Account any funds then on deposit in any other Trust Account.

SECTION 2.10     Book-Entry Notes. The Class A Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s

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interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:

(a)     the provisions of this Section shall be in full force and effect;

(b)     the Note Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners;

(c)     to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(d)     the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants;

(e)     whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and

(f)     Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.

SECTION 2.11     Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the Trustee shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners.

SECTION 2.12     Definitive Notes. If (a) the Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes representing the Book Entry Notes, and the Servicer is unable to locate a qualified successor or (b) after the occurrence of an Event of Default, the Majority Noteholders advise the Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners

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requesting the same. Upon surrender to the Trustee of the typewritten Note or Notes representing the Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. Additionally, the Holder of a Class D or Class E Note who is not eligible to hold such Class D or Class E Note through the Clearing Agency may instruct the Trustee to issue a Definitive Note in accordance with Section 2.4 hereof. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Trustee and the Trust Collateral Agent shall recognize the Holders of the Definitive Notes as Noteholders.

ARTICLE III

Covenants

SECTION 3.1     Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Distribution Date deposited therein pursuant to the Sale and Servicing Agreement (a) for the benefit of the Class A-l Notes, to Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to Class A-3 Noteholders, (d) for the benefit of the Class B Notes, to the Class B Noteholders, (e) for the benefit of the Class C Notes, to the Class C Noteholders, (f) for the benefit of the Class D Notes, to the Class D Noteholders, and (g) for the benefit of the Class E Notes, to the Class E Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2     Maintenance of Office or Agency. The Issuer will maintain in Dallas, Texas, an office or agency where Notes may be surrendered for registration of transfer or exchange, and an office in New York, New York where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.3     Money for Payments to be Held in Trust. On or before each Distribution Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account from the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Note Paying Agent is the Trustee) shall promptly notify the Trustee of its action or failure so to act.

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The Issuer will cause each Note Paying Agent other than the Trustee or the Trust Collateral Agent to execute and deliver to the Trustee an instrument in which such Note Paying Agent shall agree with the Trustee (and if the Trustee or the Trust Collateral Agent acts as Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Note Paying Agent will:

(a)       hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(b)       give the Trustee (unless it is the same entity) written notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(c)       at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Note Paying Agent;

(d)       immediately resign as a Note Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(e)       comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such a payment by any Note Paying Agent to the Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to the escheat of funds, any money held by the Trustee, the Trust Collateral Agent or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request and shall be deposited by the Trustee in the Collection Account; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Trustee, the Trust Collateral Agent or such Note Paying Agent with respect to such trust money shall thereupon cease. The Trustee or the Trust Collateral Agent shall adopt and employ, at the expense of the Issuer, any reasonable means of notification of such repayment it chooses, if any (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in

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moneys due and payable but not claimed is determinable from the records of the Trustee or of any Note Paying Agent, at the last address of record for each such Holder).

SECTION 3.4       Existence. Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) 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 Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.

SECTION 3.5       Protection of Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Issuer Secured Parties to be prior to all other liens in respect of the Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, a first lien on and a first priority, perfected security interest in the Trust Estate. The Issuer will from time to time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a)       Grant more effectively all or any portion of the Trust Estate;

(b)       maintain or preserve the lien and security interest (and the priority thereof) in favor of the Trust Collateral Agent for the benefit of the Issuer Secured Parties created by this Indenture or carry out more effectively the purposes hereof;

(c)       perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(d)       enforce any of the Collateral;

(e)       preserve and defend title to the Trust Estate and the rights of the Trust Collateral Agent in such Trust Estate against the claims of all Persons and parties; and

(f)       pay all taxes or assessments levied or assessed upon the Trust Estate when due.

If at the time the Servicer ceases to act as Servicer, in accordance with Section 9.2 or Section 8.6 of the Sale and Servicing Agreement, no Person has accepted its appointment as successor Servicer, the Issuer hereby designates the Trust Collateral Agent its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to this Section.

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SECTION 3.6       Opinions as to Trust Estate.

(a)       On the Closing Date, the Issuer shall furnish to the Trustee and the Trust Collateral Agent [and the Hedge Provider] an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are necessary to perfect and make effective the first priority lien and security interest in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, created by this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)       Within one hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months after the Closing Date, the Issuer shall furnish to the Trustee and Trust Collateral Agent [and the Hedge Provider] an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the filing of any financing statements and continuation statements as are necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and perfected security interest of this Indenture until January 31 in the following calendar year.

SECTION 3.7       Performance of Obligations; Servicing of Receivables.

(a)       The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as ordered by any bankruptcy or other court or as expressly provided in this Indenture, the Basic Documents or such other instrument or agreement.

(b)       The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer’s Certificate of the Issuer shall be deemed to be actions taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

(c)       The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including, but not limited to, preparing (or causing to prepared) and filing (or causing to be filed) all UCC financing statements and continuation

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statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Trustee or the Majority Noteholders.

(d)       If a Responsible Officer (as defined in the Trust Agreement) of the Owner Trustee shall have actual knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee and the Rating Agencies thereof in accordance with Section 11.4, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default. If a Servicer Termination Event shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)       The Issuer agrees that it will not waive timely performance or observance by the Servicer, AmeriCredit or the Seller of their respective duties under the Basic Documents if the effect thereof would adversely affect the Holders of the Notes.

SECTION 3.8       Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(a)       except as expressly permitted by this Indenture or the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Controlling Party;

(b)       claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or

(c)       (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien in favor of the Trust Collateral Agent created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate, or (iv) except as otherwise expressly provided therein, amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Controlling Party.

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SECTION 3.9       Annual Statement as to Compliance. An Authorized Officer of the Servicer, on behalf of the Issuer, will deliver to the Trustee and the Trust Collateral Agent, within one hundred twenty (120) days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 20    ), and otherwise in compliance with the requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(a)       a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

(b)       to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture and the Basic Documents throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10       Issuer May Consolidate, Etc. Only on Certain Terms.

(a)       The Issuer shall not consolidate or merge with or into any other Person, unless

(i)        the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee [and the Hedge Provider], the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)        immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)        the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)        the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee [and the Hedge Provider]) to the effect that such transaction will not for federal income tax purposes cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v)        any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

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(vi)        the Issuer shall have delivered to the Trustee [and the Hedge Provider] an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii)        the Issuer or the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (a) greater than zero and (b) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger.

(b)       The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Trust Estate, to any Person, unless

(i)        the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee [and the Hedge Provider], the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii)        immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii)        the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv)        the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee [and the Hedge Provider]) to the effect that such transaction will not for federal income tax purposes, cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation, create a reissuance of the Notes or cause the Notes that were characterized as debt at the time of their issuance to fail to qualify as debt;

(v)        any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken;

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(vi)        the Issuer shall have delivered to the Trustee [and the Hedge Provider] an Officers’ Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act); and

(vii)        the Issuer or the Person (if other than the Issuer) formed by or surviving such conveyance or transfer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

SECTION 3.11       Successor or Transferee.

(a)       Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)       Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10 (b), AmeriCredit Automobile Receivables Trust 20    -     will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Trustee stating that AmeriCredit Automobile Receivables Trust 20    -     is to be so released.

SECTION 3.12       No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the Basic Documents and activities incidental thereto.

SECTION 3.13       No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except for (a) the Notes and (b) any other Indebtedness permitted by or arising under the Basic Documents. The proceeds of the Notes shall be used exclusively to fund the Issuer’s purchase of the Receivables and the other assets specified in the Sale and Servicing Agreement, to fund the Reserve Account and to pay the Issuer’s organizational, transactional and start-up expenses.

SECTION 3.14       Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 4.9, 4.10 and 4.11 of the Sale and Servicing Agreement.

SECTION 3.15       Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

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SECTION 3.16       Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.17       Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

SECTION 3.18       Restricted Payments. The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions to the Servicer, the Owner Trustee, the Trustee and the Certificateholder[s] as permitted by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.

SECTION 3.19       Notice of Events of Default. The Issuer agrees to give the Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each Servicer Termination Event under the Sale and Servicing Agreement, of which a Responsible Officer (as defined in the Trust Agreement) of the Owner Trustee has actual knowledge. In the absence of actual knowledge, the Owner Trustee may conclusively assume that there is no Event of Default or Servicer Termination Event.

SECTION 3.20       Further Instruments and Acts. Upon request of the Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.21       Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 12.1 of the Sale and Servicing Agreement or Section 10.1 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or the Holders of the Notes consent to amendments thereto as provided therein.

SECTION 3.22       Income Tax Characterization. For purposes of federal income, State and local income and franchise and any other income taxes, the Issuer will treat the Notes that are owned or beneficially owned by a Person other than the Seller or its Affiliates as indebtedness. The Issuer hereby instructs the Trustee and the Trust Collateral Agent to treat the Notes as indebtedness for all applicable tax reporting purposes, and each Noteholder (or beneficial Note Owner) shall be deemed, by virtue of acquisition of an interest in such Note, to have agreed, to treat the Notes as indebtedness for all applicable tax reporting purposes.

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ARTICLE IV

Satisfaction and Discharge

SECTION 4.1       Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (e) the rights and immunities of the Trustee and the Trust Collateral Agent hereunder (including, without limitation, the rights of the Trustee and the Trust Collateral Agent under Section 6.7) and the obligations of the Trustee under Section 4.2 and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

(i)        either:

(A)        all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Trustee for cancellation; or

(B)        all Notes not theretofore delivered to the Trustee for cancellation

(1)       have become due and payable,

(2)       will become due and payable at their respective Final Scheduled Distribution Dates within one (1) year, or

(3)       are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Trust Collateral Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation when due to the Final Scheduled Distribution Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.1(a)) as the case may be;

(ii)        the Issuer has paid or caused to be paid all amounts owed to the Trustee and the Trust Collateral Agent, including the Trustee Issuer Secured Obligations[, and the Hedge Provider, including all Hedge Provider Issuer Secured Obligations]; and

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(iii)        the Issuer has delivered to the Trustee and the Trust Collateral Agent an Officer’s Certificate, an Opinion of Counsel and if required by the TIA, the Trustee or the Trust Collateral Agent an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. If this Indenture has been satisfied and discharged in accordance with the provisions of Section 4.1(i)(B) then such Opinion of Counsel shall also include an opinion that amounts deposited by the Issuer in accordance with Section 4.1(i)(B) would not be characterized as a voidable preference.

SECTION 4.2       Application of Trust Money. All moneys deposited with the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes, this Indenture and the Basic Documents, to the payment, either directly or through any Note Paying Agent, as the Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.3       Repayment of Moneys Held by Note Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Note Paying Agent other than the Trustee or the Trust Collateral Agent under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Trustee to be held and applied according to Section 3.3 and thereupon such Note Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V

Remedies

SECTION 5.1       Events of Default. “Event of Default,” wherever used herein, means any one (1) of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)       default in the payment of any interest when it becomes due and payable on the Controlling Class, and such default, in each case, shall continue for a period of five (5) days; or

(b)       default in the payment of the Outstanding Amount of any Note on the applicable Final Scheduled Distribution Date; or

(c)       failure to observe or perform any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, the failure to observe or perform for which is elsewhere in this Section specifically dealt with), which failure materially and adversely affects the rights of the Noteholders, or any representation or warranty of the Issuer made in this Indenture, in any Basic Document or in any certificate or any other writing delivered pursuant

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hereto or in connection herewith proves to have been incorrect in any material respect as of the time when the same shall have been made, and such failure to observe or perform shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of thirty (30) days (or for such longer period, not in excess of ninety (90) days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within ninety (90) days or less and the Servicer on behalf of the Issuer delivers an Officer’s Certificate to the Trustee to the effect that such default is capable of remedy within ninety (90) days or less and that the Issuer has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy such default) after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such failure to observe or perform any covenant or agreement or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(d)       an Insolvency Event shall have occurred with respect to the Issuer; or

(e)       the Issuer becoming taxable as an association or a publicly traded partnership taxable as a corporation for federal or state income tax purposes.

The Issuer shall deliver to the Trustee, within five (5) days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (c), its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2       Rights Upon Event of Default.

(a)       If an Event of Default shall have occurred and be continuing, the Trustee in its discretion may, or if so requested in writing by the Majority Noteholders shall, declare by written notice to the Issuer that the Notes become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon.

(b)       At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Majority Noteholders, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i)      the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(A)       all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes [and the Hedge Agreement] if the Event of Default giving rise to such acceleration had not occurred;

(B)       all sums paid or advanced by the Trustee or the Trust Collateral Agent hereunder and the reasonable compensation, expenses, disbursements, advances and indemnities of the Trustee, the Trust Collateral Agent and their respective agents and counsel; and

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(C)       all other outstanding fees and expenses of the Issuer; and

(ii)      all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.3       Collection of Indebtedness and Suits for Enforcement by Trustee.

(a)       The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of five (5) days, or (ii) a default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the applicable Interest Rate and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements, advances and indemnities of the Trustee, the Trust Collateral Agent and their respective agents and counsel.

(b)       Each Issuer Secured Party hereby irrevocably and unconditionally appoints the Controlling Party as the true and lawful attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured Party is not the Controlling Party, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Controlling Party as well as in the name, place and stead of such Issuer Secured Party such acts, things and deeds for or on behalf of and in the name of such Issuer Secured Party under this Indenture (including specifically under Section 5.4) and under the Basic Documents which such Issuer Secured Party could or might do or which may be necessary, desirable or convenient in such Controlling Party’s sole discretion to effect the purposes contemplated hereunder and under the Basic Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Trust Estate.

(c)       If an Event of Default occurs and is continuing, the Trustee may in its discretion, as more particularly provided in Section 5.4, and shall, at the direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Trustee at the direction of such Majority Noteholders shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

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(d)       Notwithstanding anything to the contrary contained in this Indenture (including, without limitation, Sections 5.4(a), 5.12, 5.13 and 5.17), if the Issuer fails to perform its obligations under Section 10.1(b) hereof when and as due, the Trustee shall, at the written direction of the Majority Noteholders, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate Proceedings as the Trustee or the Majority Noteholders shall deem most effective to protect and enforce any such rights, whether for specific performance of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law.

(e)       In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(i)      to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence, bad faith or willful misconduct) and of the Noteholders allowed in such Proceedings;

(ii)      unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii)      to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Trustee on their behalf; and

(iv)      to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Noteholders allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Noteholders, to

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pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.

(f)       Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(g)       All rights of action and of asserting claims under this Indenture or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

(h)       In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such proceedings.

SECTION 5.4       Remedies.

(a)       If an Event of Default shall have occurred and be continuing, the Trustee may, or at the direction of the Majority Noteholders shall, do one or more of the following (subject to Section 5.5):

(i)      institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such moneys adjudged due;

(ii)      institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

(iii)      exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Notes; and

(iv)      direct the Trust Collateral Agent to sell the Trust Estate or any portion thereof or rights or interest therein, at one (1) or more public or private sales called and conducted in any manner permitted by law; provided, however, that, the Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless:

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(A)       such Event of Default is of the type described in Section 5.1(a) or (b), or

(B)       either:

(1)      the Holders of 100% of the Outstanding Amount of the Notes consent thereto [and sufficient funds exist to discharge amounts due to the Hedge Provider], or

(2)      the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest [and amounts due to the Hedge Provider], or

(3)      the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, and the Trustee provides prior written notice to the Issuer (who shall deliver such notice to the Rating Agencies) and obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Notes [and sufficient funds exist to discharge amounts due to the Hedge Provider].

(b)       In determining such sufficiency or insufficiency with respect to clauses (2) and (3), the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation (which expense shall be reimbursable pursuant to Section 5.6(a)) as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.5       Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to direct the Trust Collateral Agent to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such desire into account when determining whether or not to direct the Trust Collateral Agent to maintain possession of the Trust Estate. In determining whether to direct the Trust Collateral Agent to maintain possession of the Trust Estate, the Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation (which expense shall be reimbursable pursuant to Section 5.6(a)) as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

SECTION 5.6       Priorities.

(a)       Following (i) the acceleration of the Notes pursuant to Section 5.2, (ii) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(e) of this Indenture or (iii) the receipt of Insolvency Proceeds pursuant to Section 10.1(b) of the Sale and Servicing Agreement, the Available Funds, plus any amounts on deposit in the Reserve Account,

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including any money or property collected pursuant to Section 5.4 of this Indenture and any such Insolvency Proceeds, shall be applied by the Trust Collateral Agent on the related Distribution Date in the following order of priority:

FIRST: amounts due and owing and required to be distributed to the Servicer (provided there is no Servicer Termination Event), [the Hedge Provider,] the Asset Representations Reviewer, the Owner Trustee, the Trustee and the Trust Collateral Agent, respectively, pursuant to clauses (i) and (ii) of Section 5.7(a) of the Sale and Servicing Agreement and not previously distributed, ratably and without preference or priority of any kind without regard to any caps set forth in clause (ii) of Section 5.7(a) of the Sale and Servicing Agreement;

SECOND: to the Class A Noteholders for amounts due and unpaid on the Class A Notes in respect of interest (including any premium), ratably by Outstanding Amount of such Class A Notes, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest (including any premium);

THIRD: to Holders of the Class A Notes for amounts due and unpaid on the Class A Notes in respect of principal, first, to the Holders of the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero, and second, ratably, without preference or priority of any kind, according to Outstanding Amount, to the Holders of the Class A-2 Notes and the Class A-3 Notes, until the aggregate Outstanding Amount of the Class A-2 Notes and the Class A-3 Notes is reduced to zero;

FOURTH: to the Class B Noteholders for amounts due and unpaid on the Class B Notes in respect of interest (including any premium), according to the amounts due and payable on the Class B Notes in respect of interest (including any premium);

FIFTH: to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in respect of principal, according to the amounts due and payable on the Class B Notes in respect of principal, until the Outstanding Amount of the Class B Notes is reduced to zero;

SIXTH: to the Class C Noteholders for amounts due and unpaid on the Class C Notes in respect of interest (including any premium), according to the amounts due and payable on the Class C Notes in respect of interest (including any premium);

SEVENTH: to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in respect of principal, according to the amounts due and payable on the Class C Notes in respect of principal, until the Outstanding Amount of the Class C Notes is reduced to zero;

EIGHTH: to the Class D Noteholders for amounts due and unpaid on the Class D Notes in respect of interest (including any premium), according to the amounts due and payable on the Class D Notes in respect of interest (including any premium);

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NINTH: to Holders of the Class D Notes for amounts due and unpaid on the Class D Notes in respect of principal, according to the amounts due and payable on the Class D Notes in respect of principal, until the Outstanding Amount of the Class D Notes is reduced to zero;

TENTH: to the Class E Noteholders for amounts due and unpaid on the Class E Notes in respect of interest (including any premium), according to the amounts due and payable on the Class E Notes in respect of interest (including any premium);

ELEVENTH: to Holders of the Class E Notes for amounts due and unpaid on the Class E Notes in respect of principal, according to the amounts due and payable on the Class E Notes in respect of principal, until the Outstanding Amount of the Class E Notes is reduced to zero; and

TWELFTH: to the Certificateholder[s].

Following the occurrence of an Event of Default pursuant to Section 5.1(c) (unless the Notes have been accelerated), payments on the Notes shall be made in the order and priority set forth in Section 5.7 of the Sale and Servicing Agreement.

(b)       The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 5.6. At least fifteen (15) days before such record date the Issuer shall mail to each Noteholder and the Trustee a notice that states the record date, the payment date and the amount to be paid.

SECTION 5.7       Limitation of Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)       such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b)       the Holders of not less than 25% of the Outstanding Amount of the Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder;

(c)       such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d)       the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e)       no direction inconsistent with such written request has been given to the Trustee during such sixty (60) day period by the Majority Noteholders;

it being understood and intended that no one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb

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or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

SECTION 5.8   Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION 5.9       Restoration of Rights and Remedies. If the Controlling Party or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.10       Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Controlling Party or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11       Delay or Omission Not a Waiver. No delay or omission of the Trustee, the Trust Collateral Agent, the Controlling Party or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee, the Trust Collateral Agent, the Controlling Party or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Trust Collateral Agent, the Controlling Party or the Noteholders, as the case may be.

SECTION 5.12       Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trust Collateral Agent, as Controlling Party, or the Trustee, as applicable, with respect to the Notes or exercising any trust or power conferred on the Controlling Party or the Trustee, as applicable; provided, that:

(a)       such direction shall not be in conflict with any rule of law or with this Indenture;

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(b)       subject to the express terms of Section 5.4, any direction to the Trustee to sell or liquidate the Trust Estate shall be by the Noteholders representing not less than 100% of the Outstanding Amount of the Notes;

(c)       if the conditions set forth in Section 5.5 have been satisfied and the Trustee elects to retain the Trust Estate pursuant to such Section, then any direction to the Trustee by Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

(d)       the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction;

provided, however, that, subject to Article VI, neither the Trustee nor the Trust Collateral Agent need take any action that it determines might involve it in liability, financial or otherwise, without receiving indemnity satisfactory to it, or might materially adversely affect the rights of any Noteholders not consenting to such action.

SECTION 5.13       Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the Majority Noteholders may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION 5.14       Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs and expenses, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

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SECTION 5.15       Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 5.16       Action on Notes. The Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer.

SECTION 5.17       Performance and Enforcement of Certain Obligations.

(a)       Promptly following a request from the Trustee to do so and at the Servicer’s expense, the Issuer agrees to take all such lawful action as the Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b)       If an Event of Default has occurred and is continuing, the Controlling Party may, and, at the written direction of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended.

ARTICLE VI

The Trustee and the Trust Collateral Agent

SECTION 6.1       Duties of Trustee.

(a)       If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and the Basic Documents to which it

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is a party and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)       Except during the continuance of an Event of Default:

(i)      the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties, covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)      in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture.

(c)       The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)      this paragraph does not limit the effect of paragraph (b) of this Section;

(ii)      the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)      the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12.

(d)       The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(e)       Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.

(f)       No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not assured to it.

(g)       Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

(h)       The Trustee shall, and hereby agrees that it will, perform all of the obligations and duties required of it under the Sale and Servicing Agreement.

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(i)       Without limiting the generality of this Section 6.1, the Trustee shall have no duty (i) to see to any recording, filing or depositing of this Indenture or any agreement referred to herein or any financing statement evidencing a security interest in the Financed Vehicles, or to see to the maintenance of any such recording or filing or depositing or to any recording, refiling or redepositing of any thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or to effect or maintain any such insurance, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust, (iv) to confirm or verify the contents of any reports or certificates delivered to the Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties, or (v) to inspect the Financed Vehicles at any time or ascertain or inquire as to the performance of observance of any of the Issuer’s, the Seller’s or the Servicer’s representations, warranties or covenants or the Servicer’s duties and obligations as Servicer and as Custodian of the Receivable Files under the Sale and Servicing Agreement.

(j)       In no event shall [Trustee], in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust Act, common law, or the Trust Agreement or of the Servicer under the Sale and Servicing Agreement (unless it is acting as successor Servicer thereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 hereof or is taking any action to perfect or re-perfect the security interests in the Financed Vehicles pursuant to Section 4.5(b) of the Sale and Servicing Agreement).

SECTION 6.2       Rights of Trustee.

(a)       The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)       Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c)       The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, AmeriCredit Financial Services, Inc., or any other such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d)       The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e)       The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and

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complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f)       The Trustee shall be under no obligation to institute, conduct or defend any litigation under this Indenture or in relation to this Indenture, at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby (including, without limitation, the reasonable fees and expenses of its counsel); provided, however, that the Trustee shall, upon the occurrence of an Event of Default (that has not been cured), exercise the rights and powers vested in it by this Indenture with reasonable care and skill.

(g)       The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the Noteholders evidencing not less than 25% of the Outstanding Amount thereof; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require indemnity reasonably satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand.

(h)       The Trustee shall not be liable for any losses on investments except for losses resulting from the failure of the Trustee to make an investment in accordance with instructions given in accordance hereunder.

(i)       If the Trustee acts as the Note Paying Agent or Note Registrar, the rights, privileges, immunities, benefits and protections afforded to the Trustee shall be afforded to the Note Paying Agent and Note Registrar as if they were expressly set forth herein for the benefit of the Trustee in such capacity, mutatis mutandis.

(j)       The Trustee shall not be required to take notice or be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee shall have received written notice or obtained actual knowledge thereof. In the absence of receipt of such notice or actual knowledge, the Trustee may conclusively assume that there is no Default or Event of Default.

(k)       The Trustee shall not be responsible for delays or failures in performance resulting directly or indirectly from forces beyond its control (including, without limitation, acts of God, strikes, work stoppages, accidents, severe weather, floods, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, pandemics or epidemics, any provision of any present or future law or regulation or any act of any governmental authority, and any interruption, loss or malfunction of utilities, communications,

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computer services (software or hardware) or Federal Reserve Bank wire service) provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.

(l)       Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect, incidental, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not any such damages were foreseeable or contemplated, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)       No provision of this Indenture or any Basic Document shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties or obligations under the Basic Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination may be based on the advice or opinion of its counsel).

(n)       The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (including but not limited to its right to be indemnified) are extended to, and shall be enforceable by, both the Trustee and the Trust Collateral Agent in each of their capacities hereunder and to each of their officers, directors, and other Persons duly employed by the Trustee or the Trust Collateral Agent as if they were each expressly set forth herein for the benefit of the Trustee and the Trust Collateral Agent in each such capacity, their officers, their directors or their employees, mutatis mutandis.

(o)       The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, opinion of counsel, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, direction, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties, and the Trustee need not investigate any statement, representation or warranty or any fact or matter stated in any such document and may conclusively rely as to the truth of the statements and the correctness of the opinions expressed therein.

(p)       The right of the Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its willful misconduct, negligence or bad faith in the performance or omission of such act.

(q)       The Trustee shall not be required to give any bond or surety.

(r)       In making or disposing of any investment permitted by this Indenture, the Trustee is authorized to deal with itself (in its individual capacity) or with any one or more of its Affiliates, in each case on an arm’s-length basis and on standard market terms, whether it or such Affiliate is acting as a subagent of the Trustee or for any third person or dealing as principal for its own account.

(s)       Delivery of reports, information and documents to the Trustee shall not constitute constructive notice of any information contained therein or determinable from

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information contained therein (other than any written notices of an Event of Default delivered to a Responsible Officer of the Trustee pursuant to Section 6.2(j)), including the Issuer’s or any other entity’s compliance with any covenants under this Indenture, the Notes or any other related documents. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other entity’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture, the Notes or any other related document.

(t)       The Trustee shall have the right to require that any directions, instructions or notices provided to it be signed by an Authorized Person (as hereinafter defined), contain such evidence as may be reasonably requested by the Trustee to establish the identity and/or signatures thereon. The identity of such Authorized Persons, as well as their specimen signatures and title, shall be delivered to the Trustee in the list of authorized signers and shall remain in effect until the applicable party, or an entity acting on its behalf, notifies the Trustee of any change thereto (the person(s) so designated from time to time, the “Authorized Persons”).

(u)       To help the U.S. government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each Person who opens an account. When an account is opened, the Trustee will ask for information that will allow the Trustee to identify relevant parties. The parties hereto hereby acknowledge such information disclosure requirements and agree to comply with all such information disclosure requests from time to time from the Trustee.

(v)       For certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4 and 61 of the Code. The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate IRS Form W-8 (or, in each case, any successor form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 6.2(v) are not provided prior to or by the time the related payment is required to be made or are determined by the Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4 or 61 of the Code, and shall have no obligation to gross up any such payment.

(w)       [Notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Trustee that the Trustee deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Trustee to the Email Recipient. Additional

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information and assistance on using the encryption technology can be found at the Trustee’s Secure Email website at                      or by calling                     .]

SECTION 6.3       Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Trust Collateral Agent, Note Paying Agent, Note Registrar, co-registrar or co-Note Paying Agent may do the same with like rights. However, the Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4       Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 6.5       Notice of Defaults. If an Event of Default occurs and is continuing and if it is either known by, or written notice of the existence thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder notice of the Default within ninety (90) days after such knowledge or notice occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Trustee may withhold the notice to the Noteholder if and so long as it in good faith determines that withholding the notice is in the interests of Noteholders.

SECTION 6.6       Reports by Trustee to Holders. At the end of each calendar year, the Trustee shall deliver to each Person who at any time during the calendar year was a Noteholder that requests it in writing, a statement as to the aggregate amounts of interest and principal paid to the Noteholder to the extent required by the Code, and any other information as may be reasonably required to enable such Holder to prepare its federal and State income tax returns.

SECTION 6.7       Compensation and Indemnity.

(a)       Pursuant to Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6(a) of this Indenture, as applicable, the Issuer shall, or shall cause the Servicer to, pay to the Trustee and the Trust Collateral Agent from time to time compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Trustee and the Trust Collateral Agent (subject to any applicable caps) for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s and the Trust Collateral Agent’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Trustee, the Trust Collateral Agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses, and court costs) incurred by each of them in connection with the acceptance or the administration of the Trust and the performance of its

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duties under the Basic Documents (including any expenses and costs (including attorneys’ fees and expenses and court costs) incurred in connection with any action or suit brought by the Trustee or Trust Collateral Agent to enforce any indemnification or other obligation of the Issuer or Servicer). The Trustee or the Trust Collateral Agent shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Trust Collateral Agent to so notify the Issuer and the Servicer shall not relieve the Issuer of its obligations hereunder or the Servicer of its obligations under Article XI of the Sale and Servicing Agreement. The Issuer shall cause the Servicer to defend the claim, and the Trustee or the Trust Collateral Agent may have separate counsel and the Issuer shall cause the Servicer to pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee or the Trust Collateral Agent through the Trustee’s or the Trust Collateral Agent’s own willful misconduct, negligence or bad faith.

(b)       The Issuer’s payment obligations to the Trustee or the Trust Collateral Agent pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Trustee or the Trust Collateral Agent. When the Trustee or the Trust Collateral Agent incurs expenses after the occurrence of a Default specified in Section 5.1(d) with respect to the Issuer, 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. Notwithstanding anything else set forth in this Indenture or the Basic Documents, the Trustee agrees that the obligations of the Issuer (but not the Servicer) to the Trustee hereunder and under the Basic Documents shall be recourse to the Trust Estate only and specifically shall not be recourse to the assets of [the]/[any] Certificateholder or any Noteholder. In addition, the Trustee agrees that its recourse to the Issuer, the Trust Estate and the Seller shall be limited to the right to receive the distributions referred to in Section 5.7(a) of the Sale and Servicing Agreement or Section 5.6(a) of this Indenture, as applicable.

SECTION 6.8       Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Issuer may and shall, remove the Trustee, if:

(a)       the Trustee fails to comply with Section 6.11;

(b)       a court having jurisdiction in the premises in respect of the Trustee in an involuntary case or proceeding under federal or State banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or State bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Trustee or for any substantial part of the Trustee’s property, or ordering the winding-up or liquidation of the Trustee’s affairs;

(c)       an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or State bankruptcy, insolvency or similar law is commenced with respect to the Trustee and such case is not dismissed within sixty (60) days;

(d)       the Trustee commences a voluntary case under any federal or State banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or

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State bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Trustee or for any substantial part of the Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any action in furtherance of any of the foregoing; or

(e)       the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer[, with a copy to the Hedge Provider]. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the retiring Trustee under this Indenture subject to satisfaction of the Rating Agency Condition. The successor Trustee shall mail a notice of its succession to the Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Majority Noteholders may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 6.8, the appointment of a successor Trust Collateral Agent pursuant to Section 6.17 and payment of all fees, expenses and indemnities owed to the outgoing Trustee and Trust Collateral Agent.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer’s and the Servicer’s obligations under Section 6.7 shall continue for the benefit of the retiring Trustee.

The Issuer shall pay any costs and expenses associated with the replacement of the Trustee. To the extent the Issuer fails to pay such costs and expenses on or before the Distribution Date following the replacement of the Trustee, the Depositor shall pay such amount then outstanding.

SECTION 6.9       Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association, without any further act shall be the successor Trustee. The Trustee shall

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provide prior written notice of any such transaction to the Issuer (who shall deliver such notice to the Rating Agencies).

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 6.10       Appointment of Co-Trustee or Separate Trustee.

(a)       Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 hereof.

(b)       Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i)      all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(ii)      no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, including acts or omissions of predecessor or successor trustees; and

(iii)      the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

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(c)       Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee.

(d)       Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, dissolve, become insolvent, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall invest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

(e)       Any and all amounts relating to the fees and expenses of the co-trustee or separate trustee will be borne by the Trust Estate.

SECTION 6.11       Eligibility: Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have a long-term debt rating of BBB-, or an equivalent rating, or better by the Rating Agencies. The Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

Within ninety (90) days after ascertaining the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by the Commission, the Trustee shall resign with respect to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and/or the Class E Notes in accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a successor Trustee for each of such Classes, as applicable, so that there will be separate Trustees for the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. In the event the Trustee fails to comply with the terms of the preceding sentence, the Trustee shall comply with clauses (ii) and (iii) of TIA § 310(b).

In the case of the appointment hereunder of a successor Trustee with respect to any Class of Notes pursuant to this Section 6.11, the Issuer, the retiring Trustee and the successor Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of the Class to which the appointment of such successor Trustee relates, (ii) if the

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retiring Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Notes of each Class as to which the retiring Trustee is not retiring shall continue to be vested in the Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one (1) Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the removal of the retiring Trustee shall become effective to the extent provided herein.

SECTION 6.12     Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a).

SECTION 6.13     Appointment and Powers. Subject to the terms and conditions hereof, each of the Issuer Secured Parties hereby appoints [Trust Collateral Agent], as the Trust Collateral Agent with respect to the Collateral, and [Trust Collateral Agent] hereby accepts such appointment and agrees to act as Trust Collateral Agent with respect to the Collateral for the Issuer Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Trust Collateral Agent in accordance with the provisions of this Indenture and the Basic Documents. Each Issuer Secured Party hereby authorizes the Trust Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Trustee may direct and as are specifically authorized to be exercised by the Trust Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto, including, but not limited to, the execution of any powers of attorney. The Trust Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Indenture promptly following receipt of such written instructions; provided that neither the Trustee nor the Trust Collateral Agent shall act upon its own accord or in accordance with any instructions (a) if such actions are not authorized by, or in violation of the provisions of, this Indenture, (b) if such actions are in violation of any applicable law, rule or regulation or (c) with respect to actions for which the Trustee has been directed to act but for which the Trustee has not received indemnity reasonably satisfactory to it. Receipt of such instructions shall not be a condition to the exercise by the Trust Collateral Agent of its express duties hereunder, except where this Indenture provides that the Trust Collateral Agent is permitted to act only following and in accordance with such instructions.

SECTION 6.14     Performance of Duties.

(a)     Neither the Trust Collateral Agent nor the Trustee shall have any duties or responsibilities except those expressly set forth in this Indenture and the Basic Documents to which the Trust Collateral Agent or the Trustee is a party or as directed by the Controlling Party in accordance with this Indenture. Neither the Trust Collateral Agent nor the Trustee shall be required to take any discretionary actions hereunder except at the written direction and with reasonable security and indemnity satisfactory to the Trust Collateral Agent or the Trustee, as

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applicable. The Trust Collateral Agent and the Trustee shall, and hereby agree that each will, subject to this Article VI, perform all of their respective duties and obligations required of it under the Sale and Servicing Agreement.

(b)     Each of the Trust Collateral Agent and the Trustee hereby covenants that it will provide prompt written notice to the Seller and the Servicer upon actual knowledge by a Responsible Officer of such Person of any instances of non-compliance by the Trust Collateral Agent or the Trustee, as applicable, with this Indenture or the Basic Documents to which the Trust Collateral Agent or the Trustee, as applicable, is a party.

SECTION 6.15     Limitation on Liability. None of the Trustee, the Trust Collateral Agent or any of their respective directors, officers or employees shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Trustee and the Trust Collateral Agent shall be liable for its own negligence, bad faith or willful misconduct; nor shall the Trustee or the Trust Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Issuer of this Indenture or any of the Collateral (or any part thereof). [Further, neither the Trustee nor the Trust Collateral Agent shall have any duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Indenture.] Notwithstanding any term or provision of this Indenture, neither the Trustee nor the Trust Collateral Agent shall incur any liability to the Issuer or the Issuer Secured Parties for any action taken or omitted by the Trustee or the Trust Collateral Agent in connection with the Collateral, except for the negligence, bad faith or willful misconduct on the part of the Trustee or the Trust Collateral Agent, and, further, neither the Trustee nor the Trust Collateral Agent shall incur any liability to the Issuer Secured Parties except for negligence, bad faith or willful misconduct in carrying out its duties to the Issuer Secured Parties. The Trustee and the Trust Collateral Agent shall be protected and shall incur no liability to any such party in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document reasonably believed by the Trustee or the Trust Collateral Agent to be genuine and to have been duly executed by the appropriate signatory, and (absent actual knowledge to the contrary by a Responsible Officer of the Trustee or the Trust Collateral Agent) neither the Trustee nor the Trust Collateral Agent shall be required to make any independent investigation with respect thereto. The Trustee and the Trust Collateral Agent shall at all times be free independently to establish to its reasonable satisfaction, but shall have no duty to independently verify, the existence or nonexistence of facts that are a condition to the exercise or enforcement of any right or remedy hereunder or under any of the Basic Documents. The Trustee and the Trust Collateral Agent may consult with counsel, and shall not be liable for any action taken or omitted to be taken by it hereunder in good faith and in accordance with the advice or opinion of such counsel. Neither the Trustee nor the Trust Collateral Agent shall be under any obligation to exercise any of the remedial rights or powers vested in it by this Indenture or to follow any direction from the Trustee (at the direction of the Noteholders) or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder unless it shall have received reasonable security or indemnity satisfactory to the Trustee or the Trust Collateral Agent, as applicable, against the costs, expenses and liabilities which might be incurred by it.

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SECTION 6.16     Reliance Upon Documents. In the absence of negligence, bad faith or willful misconduct on its part, the Trust Collateral Agent shall be entitled to conclusively rely on any communication, instrument, paper or other document reasonably believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons and shall have no liability in acting, or omitting to act, where such action or omission to act is in reasonable reliance upon any statement or opinion contained in any such document or instrument.

SECTION 6.17     Successor Trust Collateral Agent.

(a)     Merger. Any Person into which the Trust Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any Person resulting from any such conversion, merger, consolidation, sale or transfer to which the Trust Collateral Agent is a party, shall (provided it is otherwise qualified to serve as the Trust Collateral Agent hereunder) be and become a successor Trust Collateral Agent hereunder and be vested with all of the title to and interest in the Collateral and all of the trusts, powers, discretions, immunities, privileges and other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding, except to the extent, if any, that any such action is necessary to perfect, or continue the perfection of, the security interest of the Issuer Secured Parties in the Collateral; provided that any such successor shall also be the successor Trustee under Section 6.9.

(b)     Resignation. The Trust Collateral Agent and any successor Trust Collateral Agent may resign at any time by so notifying the Issuer; provided, that the Trust Collateral Agent shall not so resign unless it shall also resign as Trustee hereunder.

(c)     Removal. The Trust Collateral Agent shall automatically be removed at any time that the Trustee has resigned or has been removed in accordance with Section 6.8; provided, however, if at any time the Trust Collateral Agent and the Trustee are separate entities, the Trust Collateral Agent may be removed by the Trustee at any time, with or without cause, by an instrument or concurrent instruments in writing delivered to the Trust Collateral Agent, the other Issuer Secured Party and the Issuer. A temporary successor may be removed at any time to allow a successor Trust Collateral Agent to be appointed pursuant to subsection (d) below. Any removal pursuant to the provisions of this subsection (c) shall take effect only upon the date which is the latest of (i) the effective date of the appointment of a successor Trust Collateral Agent and the acceptance in writing by such successor Trust Collateral Agent of such appointment and of its obligation to perform its duties hereunder in accordance with the provisions hereof, and (ii) receipt by the Trustee of an Opinion of Counsel to the effect described in Section 3.6.

(d)     Acceptance by Successor. The Issuer shall have the sole right to appoint each successor Trust Collateral Agent. Every temporary or permanent successor Trust Collateral Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Trustee, each Issuer Secured Party and the Issuer an instrument in writing accepting such appointment hereunder and the relevant predecessor shall execute, acknowledge and deliver such other documents and instruments as will effectuate the delivery of all Collateral to the successor

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Trust Collateral Agent, whereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, duties and obligations of its predecessor. Such predecessor shall, nevertheless, on the written request of either Issuer Secured Party or the Issuer, execute and deliver an instrument transferring to such successor all the estates, properties, rights and powers of such predecessor hereunder. In the event that any instrument in writing from the Issuer or an Issuer Secured Party is reasonably required by a successor Trust Collateral Agent to more fully and certainly vest in such successor the estates, properties, rights, powers, duties and obligations vested or intended to be vested hereunder in the Trust Collateral Agent, any and all such written instruments shall, at the request of the temporary or permanent successor Trust Collateral Agent, be forthwith executed, acknowledged and delivered by the Trustee or the Issuer, as the case may be. The designation of any successor Trust Collateral Agent and the instrument or instruments removing any Trust Collateral Agent and appointing a successor hereunder, together with all other instruments provided for herein, shall be maintained with the records relating to the Collateral and, to the extent required by applicable law, filed or recorded by the successor Trust Collateral Agent in each place where such filing or recording is necessary to effect the transfer of the Collateral to the successor Trust Collateral Agent or to protect or continue the perfection of the security interests Granted hereunder.

SECTION 6.18     Compensation. The Trust Collateral Agent shall not be entitled to any compensation for the performance of its duties hereunder other than the compensation it is entitled to receive in its capacity as Trustee.

SECTION 6.19     Representations and Warranties of the Trust Collateral Agent and the Issuer. (a) The Trust Collateral Agent represents and warrants to the Issuer and to each Issuer Secured Party as follows:

(i)    Due Organization. The Trust Collateral Agent is a                      and is duly authorized and licensed under applicable law to conduct its business as presently conducted.

(ii)    Corporate Power. The Trust Collateral Agent has all requisite right, power and authority to execute and deliver this Indenture and to perform all of its duties as Trust Collateral Agent hereunder.

(iii)    Due Authorization. The execution and delivery by the Trust Collateral Agent of this Indenture and the Basic Documents to which it is a party, and the performance by the Trust Collateral Agent of its duties hereunder and thereunder, have been duly authorized by all necessary corporate proceedings and no further approvals or filings, including any governmental approvals, are required for the valid execution and delivery by the Trust Collateral Agent, or the performance by the Trust Collateral Agent, of this Indenture and such Basic Documents.

(iv)    Valid and Binding Indenture. The Trust Collateral Agent has duly executed and delivered this Indenture and each Basic Document to which it is a party, and each of this Indenture and each such Basic Document constitutes the legal, valid and binding obligation of the Trust Collateral Agent, enforceable against the Trust Collateral

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Agent in accordance with its terms, except as (A) such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws relating to or affecting the enforcement of creditors’ rights generally and (B) the availability of equitable remedies may be limited by equitable principles of general applicability.

(v)    No Conflicts. The execution and delivery of each Basic Document to which it is a party by the Trust Collateral Agent and the performance by the Trust Collateral Agent of its obligations thereunder, in its capacity as Trust Collateral Agent or otherwise, do not conflict with or result in any violation of (A) any law or regulation of the United States of America governing the banking or trust powers of the Trust Collateral Agent or (B) the articles of incorporation and by-laws of the Trust Collateral Agent.

(vi)    No Actions. To the best of the Trust Collateral Agent’s knowledge, there are no actions, proceedings or investigations known to the Trust Collateral Agent, either pending or threatened in writing, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality which would, if adversely determined, affect in any material respect the consummation, validity or enforceability against the Trust Collateral Agent, in its capacity as Trust Collateral Agent or otherwise, of any Basic Document.

(b)     The Issuer represents and warrants that the representations and warranties set forth on the attached Schedule of Representations with respect to the Receivables as of the Cutoff Date, and as of the Closing Date, are true and correct. Such representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, but shall survive the pledge of the Receivables to the Trust Collateral Agent and shall not be waived.

SECTION 6.20     Waiver of Setoffs. The Trust Collateral Agent hereby expressly waives any and all rights of setoff that the Trust Collateral Agent may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and the Sale and Servicing Agreement.

ARTICLE VII

Noteholders’ Communications and Reports

SECTION 7.1     Issuer to Furnish to Trustee Names and Addresses of Noteholders. The Issuer will furnish or cause to be furnished to the Trustee and the Trust Collateral Agent (a) not more than five (5) days after the earlier of (i) each Record Date and (ii) three (3) months after the last Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Record Date, (b) at such other times as the Trustee or the Trust Collateral Agent may request in writing, within thirty (30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Note Registrar, no such list shall be required to be furnished. The Trustee and

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the Trust Collateral Agent shall each be fully protected and have no liability for relying on any such list furnished by the Issuer.

SECTION 7.2     Preservation of Information; Communications to Noteholders.

(a)     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

(b)     Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c)     The Issuer, the Trustee and the Note Registrar shall have the protection of TIA § 312(c).

(d)     A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Trustee and provide notices and make requests and demands and give directions to the Trustee through the procedures of the Clearing Agency and by notice to the Trustee. Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Note upon which the Trustee shall be entitled to conclusively rely without liability therefor. The Trustee will not be required to take action in response to requests, demands or directions of a Noteholder or a Note Owner, other than requests, demands or directions relating to an asset representations review demand pursuant to Section 7.2(f), unless the Noteholder or Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Trustee to protect it against the costs and expenses that it may incur in complying with the request, demand or direction.

(e)     A Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that wishes to communicate with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the Basic Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Commission. Each request must include (i) the name of the requesting Noteholder or Note Owner, (ii) the method by which other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one (1) form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Noteholder or Note Owner, as applicable, that delivers a request under this Section 7.2(e) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the Basic Documents, and will not be used for other purposes. The Issuer will promptly deliver

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any such request to the Servicer. On receipt of a request, the Servicer will include, or will cause the Depositor (at the Servicer’s expense) to include, in the Form 10-D filed by the Issuer with the Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Noteholder or Note Owner, as applicable, that is interested in communicating with other Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the Basic Documents, (B) the name of the requesting Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Noteholders or Note Owners, as applicable, may contact the requesting Noteholder or Note Owner.

(f)     If a Delinquency Trigger occurs, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Review of the Asset Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one (1) form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If Noteholders and Note Owners, as applicable, of at least 5% of the aggregate Outstanding Amount of the Notes demand a vote within ninety (90) days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Trustee will promptly request such a vote of the Noteholders through the Clearing Agency, which vote will remain open until the 150^th day after the filing of the related Form 10-D. If (i) a voting quorum of Noteholders holding at least 5% of the aggregate Outstanding Amount participate in the related vote and (ii) Noteholders of a majority of the Outstanding Amount of Notes that voted agree to an Asset Review, then the Trustee will send an Asset Review Notice to the Asset Representations Reviewer and the Servicer to the notice addresses set forth in Section 12.3(a) of the Sale and Servicing Agreement directing the Asset Representations Reviewer to conduct the Asset Review.

SECTION 7.3     Reports by Issuer.

(a)     The Issuer shall:

(i)    file with the Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)    file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

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(iii)    supply to the Trustee (and the Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

(b)     Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION 7.4     Reports by Trustee. If required by TIA § 313(a), within sixty (60) days after each May 31, beginning with May 31, 20    , the Trustee shall mail to each Noteholder if required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall notify the Trustee if and when the Notes are listed on any stock exchange.

SECTION 7.5     Review Reports.

Upon the request of any Noteholder to the Trustee for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Trustee shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Trustee with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Trustee delivers such Review Report to such Noteholder; provided, further, that the Trustee shall provide the Servicer with notice of such request before delivering the related Review Report to the requesting Noteholder and if such Review Report contains personally identifiable information regarding Obligors, and if the Servicer provides notice to the Trustee, then the Servicer may condition the Trustee’s delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of the related breaches of representations and warranties and may not use that information for any other purpose.

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION 8.1     Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trust Collateral Agent pursuant to this Indenture and the Sale and Servicing Agreement. The Trustee shall apply all such money received by it, or cause the Trust Collateral Agent to apply all money received by it as provided in this Indenture

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and the Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture or in the Sale and Servicing Agreement, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2     Release of Trust Estate.

(a)     Subject to the payment of its fees and expenses and other amounts pursuant to Section 6.7, the Trust Collateral Agent may, and when required by the provisions of this Indenture shall, execute instruments prepared by and at the expense of the Seller to release property from the lien of this Indenture, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trust Collateral Agent as provided in this Article VIII shall be bound to ascertain the Trust Collateral Agent’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.

(b)     The Trust Collateral Agent shall, at such time as there are no Notes Outstanding and all sums due the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.

SECTION 8.3     Opinion of Counsel. The Trust Collateral Agent shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.2(a), accompanied by copies of any instruments involved, and the Trustee shall also require as a condition to such action, an Opinion of Counsel in form and substance satisfactory to the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

ARTICLE IX

Supplemental Indentures

SECTION 9.1     Supplemental Indentures Without Consent of Noteholders.

(a)     Without the consent of the Majority Noteholders and with prior notice to the Rating Agencies by the Issuer [and with the consent of the Hedge Provider (unless such indenture supplemental hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)], as evidenced to the Trustee, the Issuer and the Trustee, when authorized

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by an Issuer Order, at any time and from time to time, may enter into one (1) or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes:

(i)    to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Trust Collateral Agent any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;

(ii)    to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii)    to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv)    to convey, transfer, assign, mortgage or pledge any property to or with the Trust Collateral Agent;

(v)    to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that such action shall not adversely affect the interests of the Holders of the Notes;

(vi)    to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or

(vii)    to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)     The Issuer and the Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Majority Noteholders but with prior notice to the Rating Agencies by the Issuer [and with the consent of the Hedge Provider (unless such indenture supplemental hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)], as evidenced to the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the

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Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

(c)     [Notwithstanding subsections (a) and (b) of this Section 12.1, this Agreement may only be amended by the Seller and the Servicer if (i) (A) the Majority Certificateholders, consent to such amendment or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Trust Collateral Agent, the Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders and (ii) an Opinion of Counsel is delivered to the Trust Collateral Agent, the Trustee and the Owner Trustee providing that such amendment will not result in or cause the Issuer (or any part thereof) to be classified, for United States federal income tax purposes, as an association (or a publicly traded partnership) taxable as a corporation or as other than a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code.]

SECTION 9.2     Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies by the Issuer, [and with the consent of the Hedge Provider (unless such indenture supplemental hereto could not reasonably be expected to have a material adverse effect on the Hedge Provider)] and with the consent of the Majority Noteholders, by Act of such Holders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(a)     change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;

(b)     impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(c)     reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(d)     modify or alter the provisions of the proviso to the definition of the term “Outstanding” or the term “Majority Noteholders”;

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(e)     reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;

(f)     modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(g)     modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Distribution Date (including, in all cases, the calculation of any of the individual components of such calculation) or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(h)     permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein or in any of the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

The Trustee may determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION 9.3     Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the amendments or modifications thereby of the trusts created by this Indenture, the Trustee and the Trust Collateral Agent shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4     Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby,

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and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5     Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.6     Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

ARTICLE X

Redemption of Notes

SECTION 10.1     Redemption.

(a)     The Notes shall be redeemed in whole, but not in part, on any Distribution Date on which the Servicer or Seller exercises its option to purchase the Trust Estate pursuant to Section 10.1(a) of the Sale and Servicing Agreement, for a purchase price equal to the Redemption Price; provided, however, that no such redemption may be effected unless the Issuer has available funds sufficient to pay the Redemption Price on such Distribution Date [plus all amounts due and payable to the Hedge Provider under the Hedge Agreement on such Distribution Date]. The Servicer or the Issuer shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a), the Servicer or the Issuer shall furnish notice of such election to the Trustee not later than twenty-five (25) days prior to the Redemption Date and the Issuer shall deposit with the Trustee in the Collection Account the amount required to be so deposited pursuant to Section 10.1(a) of the Sale and Servicing Agreement, whereupon all Outstanding Notes shall be due and payable on the Redemption Date subject to the furnishing of a notice complying with Section 10.2 to each Holder of Notes.

(b)     In the event that the assets of the Trust are distributed pursuant to Section 8.1 of the Trust Agreement, all amounts on deposit in the Note Distribution Account shall be paid to the Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid interest thereon. If amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer or the Issuer shall, to the extent practicable, furnish notice of such event to the Trustee not later than forty-five (45) days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date.

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SECTION 10.2     Form of Redemption.(a) Notice of redemption under Section 10.1(a) shall be given by the Trustee by facsimile or by first-class mail, postage prepaid, transmitted or mailed prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address appearing in the Note Register.

All notices of redemption shall state:

(i)          the Redemption Date;

(ii)         the Redemption Price;

(iii)     that the Record Date otherwise applicable to such Redemption Date is not applicable and that payments shall be made only upon presentation and surrender of such Notes and the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.2); and

(iv)        that interest on the Notes shall cease to accrue on the Redemption Date.

(b)       Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

(c)        Prior notice of redemption under Section 10.1(b) is not required to be given to the Noteholders.

SECTION 10.3     Notes Payable on Redemption Date. The Notes to be redeemed shall, following notice of redemption, as required by Section 10.2 (in the case of redemption pursuant to Section 10.1(a)), on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

Miscellaneous

SECTION 11.1     Compliance Certificates and Opinions, etc.

(a)       Upon any application or request by the Issuer to the Trustee or the Trust Collateral Agent to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee or the Trust Collateral Agent, as the case may be, (1) an Officer’s Certificate signed by an Authorized Officer of the Servicer stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (2) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (3) (if required by the TIA) an Independent Certificate from a

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firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i)          a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii)      a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)       a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)      a statement as to whether, in the opinion of each such signatory such condition or covenant has been complied with.

(b)         (i)         Prior to the deposit of any Collateral or other property or securities with the Trust Collateral Agent that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Trust Collateral Agent an Officer’s Certificate signed by an Authorized Officer of the Servicer certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii)      Whenever the Issuer is required to furnish to the Trust Collateral Agent an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Trust Collateral Agent an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Outstanding Amount of the Notes.

(iii)      Other than with respect to the release of any Purchased Receivables, Sold Receivables or Liquidated Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Trust Collateral Agent an Officer’s Certificate signed by an Authorized Officer of the Servicer

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certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv)        Whenever the Issuer is required to furnish to the Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Trust Collateral Agent an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property other than Purchased Receivables, Sold Receivables and Defaulted Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the then Outstanding Amount of the Notes.

(v)         Notwithstanding Section 2.9 or any other provision of this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents.

SECTION 11.2     Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one (1) such Person, or that they be so certified or covered by only one (1) document, but one (1) such Person may certify or give an opinion with respect to some matters and one (1) or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one (1) or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two (2) or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

SECTION 11.3     Acts of Noteholders.

(a)       Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Notes or the Majority Noteholders, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

(b)       The fact and date of the execution by any Person of any such instrument or writing may be proved in any customary manner of the Trustee.

(c)       The ownership of Notes shall be proved by the Note Register.

(d)       Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4     Notices, etc., to Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a)      The Trustee by any Noteholder or by the Issuer shall be personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and

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shall be deemed to have been duly given upon receipt to the Trustee at its applicable Corporate Trust Office, or

(b)       The Issuer by the Trustee or by any Noteholder shall be personally delivered, delivered by overnight courier or mailed certified mail, return receipt requested and shall deemed to have been duly given upon receipt to the Issuer addressed to: AmeriCredit Automobile Receivables Trust 20    -    , in care of [Owner Trustee] at [Address], Attention:                     , or at any other address previously furnished in writing to the Trustee by Issuer. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Trustee.

(c)       Notices required to be given to the Rating Agencies shall be provided by the Issuer in writing, personally delivered, electronically delivered, delivered by overnight courier or mailed by certified mail, return receipt requested to (i) in the case of [                    , to                     ], (ii) in the case of [                    , at the following address:                     ]; or (iii) in the case of [                    s, via electronic delivery to                     ; for any information not available in electronic format, send hard copies to:                     ]; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION 11.5     Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION 11.6      [Reserved]

SECTION 11.7     Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this

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Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION 11.8       Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.9       Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of the Trust Collateral Agent in this Indenture shall bind its successors.

SECTION 11.10     Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.11     Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. [The Hedge Provider shall be a third-party beneficiary to the provisions of this Indenture.]

SECTION 11.12      Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

SECTION 11.13   GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS INDENTURE AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS INDENTURE SHALL BE, GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

SECTION 11.14     Counterparts and Consent to Do Business Electronically. This Indenture may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Indenture and any documents to be delivered in connection with this Indenture may be executed by means of an electronic signature that complies with the federal

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Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Indenture and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 11.15     Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other counsel reasonably acceptable to the Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Trustee or the Trust Collateral Agent under this Indenture.

SECTION 11.16     Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under this Indenture, any Basic Document or any certificate or other writing delivered in connection herewith or therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

SECTION 11.17     No Petition. The Trustee and the Trust Collateral Agent, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree that they will not at any time institute against the Seller, or the Issuer, or join in any institution against the Seller, or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.

SECTION 11.18     Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,

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employees, and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (a) disclosure of any and all information that is or becomes publicly known, (b) disclosure of any and all information (i) if required to do so by any applicable statute, law, rule or regulation, (ii) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Trustee’s business or that of its Affiliates, (iii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee or an affiliate or an officer, director, employer or shareholder thereof is a party, (iv) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by this Indenture approved in advance by the Servicer or the Issuer or (v) to any independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed, or (c) any other disclosure authorized by the Servicer or the Issuer.

SECTION 11.19     Submission to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a)       submits for itself and its property in any legal action relating to this Indenture, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)       that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)       waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Basic Documents or the transactions contemplated hereby.

SECTION 11.20   No Partnership or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Section and neither party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.

SECTION 11.21     Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by                     , not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by                      but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on                     , individually or personally, to perform any covenant either

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expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d)                      has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Indenture and (e) under no circumstances shall                      be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

SECTION 11.22     Third Party Beneficiary. The Owner Trustee is an express third party beneficiary of this Indenture.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed by their respective officers, hereunto duly authorized, all as of the day and year first above written.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    ,
By:	[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:
[TRUSTEE AND TRUST COLLATERAL AGENT], not in its individual capacity but solely as Trustee and Trust Collateral Agent
By:
	Name:
	Title:

EXHIBIT A-1

REGISTERED $                                         

No. RB A-1

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20  -  

CLASS A-1     % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-1 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-1-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                         

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

A-1-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-1     % Asset Backed Notes (herein called the “Class A-1 Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-1 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

A-1-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

A-1-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

A-1-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-1-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                        

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹   NOTE:     The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-1-8

EXHIBIT A-2[-A]

REGISTERED $

No. RB A-2[-A]    

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS A-2[-A]     % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-2[-A] Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2-A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES

TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                   

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

A-2-A-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2[-A]     % Asset Backed Notes (herein called the “Class A-2[-A]Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2[-A] Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2[-A] Notes shall be made pro rata to the Class A-2[-A] Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

A-2-A-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class A-2[-A] Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

A-2-A-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

A-2-A-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-A-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                      

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹   NOTE:   The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-2-A-8

[EXHIBIT A-2-B]

REGISTERED $

No. RB A-2-B

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS A-2-B FLOATING RATE ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -     a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-2-B Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate of SOFR plus     % per annum on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year and the actual number of days in the related Interest Period. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-2-B-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES

TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                   

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

A-2-B-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-2-B Floating Rate Asset Backed Notes (herein called the “Class A-2-B Notes”), all issued under an Indenture dated as of         , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-2-B Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing         , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-2-B Notes shall be made pro rata to the Class A-2-B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

A-2-B-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class A-2-B Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

A-2-B-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

A-2-B-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-2-B-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                  

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹   NOTE:   The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-2-B-8

EXHIBIT A-3

REGISTERED $                         

No. RB A-3

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS A-3     % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class A-3 Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

A-3-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                         

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

A-3-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class A-3     % Asset Backed Notes (herein called the “Class A-3 Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class A-3 Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

A-3-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

A-3-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

A-3-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

A-3-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                      

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹    NOTE:    The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

A-3-8

EXHIBIT B

REGISTERED $                            

No. RB B

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS B     % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class B Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

B-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                         

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

B-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class B     % Asset Backed Notes (herein called the “Class B Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class B Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

B-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class B Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

B-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

B-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

B-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                      

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹    NOTE:    The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

B-8

EXHIBIT C

REGISTERED $                  

No. RB C

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                 

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS C     % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of              MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class C Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and

private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

C-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                         

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

C-3

[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class C     % Asset Backed Notes (herein called the “Class C Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class C Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

C-4

be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class C Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee has represented and warranted in writing that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law). If this Note has been issued as a Book Entry Note, each transferee of this Note or any beneficial interest herein shall be deemed to represent that either (a) it is not a Benefit Plan Entity or (b) it is a Benefit Plan Entity and its acquisition, holding and disposition of this Note or any beneficial interest herein is covered by a Prohibited Transaction Class Exemption or the Statutory Exemption or otherwise will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, if it is subject to any Similar Law, such acquisition, holding and disposition will not violate such Similar Law).

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust

C-5

Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

C-6

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

C-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                    

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                 1
	Signature Guaranteed:

¹  NOTE:     The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

C-8

EXHIBIT D

REGISTERED $                        

No. RB D

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO AFS SENSUB CORP. (THE “SELLER”) AND THE OWNER TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS) OR (III) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT.]

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (III) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN

WHICH CASE (A) THE ISSUER SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE ISSUER AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER AND THE SELLER, AND (B) THE ISSUER SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE SELLER OR THE OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES.

EACH PURCHASER OR TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” (WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (A) OR (B) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (COLLECTIVELY, A “BENEFIT PLAN INVESTOR”) OR (D) AN EMPLOYEE BENEFIT PLAN, A PLAN OR OTHER SIMILAR ARRANGEMENT THAT IS NOT A BENEFIT PLAN INVESTOR BUT IS SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

D-2

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS D    % ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of         MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class D Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                         

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer

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[REVERSE OF NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class D     % Asset Backed Notes (herein called the “Class D Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee,” which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class D Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class D Notes shall be made pro rata to the Class D Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

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be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                    ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class D Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee either has (a) represented and warranted in writing that it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) delivered the Opinion of Counsel described in clause (ii)(A) in the first sentence of Section 2.4(d) of the Indenture.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being

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understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, State and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

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Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                    

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹  NOTE:     The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT E

REGISTERED $

No. RB E

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.                     

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS NOTE THE HOLDER OF THIS NOTE IS DEEMED TO REPRESENT TO AFS SENSUB CORP. (THE “SELLER”) AND THE OWNER TRUSTEE THAT IT (I) IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (II) IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND IS ACQUIRING SUCH NOTE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS) OR (III) IS OTHERWISE ACQUIRING THIS NOTE IN A TRANSACTION EXEMPT FROM THE SECURITIES ACT.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS NOTE MAY BE MADE BY ANY PERSON UNLESS (I) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (III) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE

MADE IN A TRANSFER EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE ISSUER SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE ISSUER AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER AND THE SELLER, AND (B) THE ISSUER SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE ISSUER, THE SELLER OR THE OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE ISSUER TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE NOTES FOR ALL PURPOSES.

EACH PURCHASER OR TRANSFEREE OF A BENEFICIAL INTEREST IN THIS NOTE SHALL BE DEEMED TO REPRESENT THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF, (A) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF ERISA, (B) A “PLAN” (WITHIN THE MEANING OF SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (C) ANY ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (A) OR (B) BY REASON OF SUCH EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY (COLLECTIVELY, A “BENEFIT PLAN INVESTOR”) OR (D) AN EMPLOYEE BENEFIT PLAN, A PLAN OR OTHER SIMILAR ARRANGEMENT THAT IS NOT A BENEFIT PLAN INVESTOR BUT IS SUBJECT TO FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

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THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

CLASS E ASSET BACKED NOTE

AmeriCredit Automobile Receivables Trust 20    -    , a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of          MILLION DOLLARS payable on each Distribution Date in an amount equal to the product of (i) a fraction the numerator of which is $         and the denominator of which is $         times (ii) the aggregate amount, if any, payable from the Note Distribution Account and Collection Account in respect of principal on the Class E Notes pursuant to the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the Distribution Date occurring on             , 20     (the “Final Scheduled Distribution Date”). The Issuer will pay the Class E Interest Rate on this Note on each Distribution Date until the principal of this Note is paid or made available for payment. Interest on this Note will accrue for each Distribution Date from the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, if no interest has yet been paid, from             , 20    . Interest will be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer as of the date set forth below.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

by

[OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee under the Trust Agreement

by                                                                 

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date:             , 20	[TRUSTEE], not in its individual capacity but solely as Trustee
	by
	Authorized Signer]

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REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Class E     % Asset Backed Notes (herein called the “Class E Notes”), all issued under an Indenture dated as of             , 20     (such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and [Trustee and Trust Collateral Agent], as trustee (the “Trustee”, which term includes any successor Trustee under the Indenture) and as trust collateral agent (the “Trust Collateral Agent”, which term includes any successor Trust Collateral Agent) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended.

The Class A-1 Notes, the Class A-2[-A] Notes, [the Class A-2-B Notes,] the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes (together, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.

Principal of the Class E Notes will be payable on each Distribution Date in an amount described on the face hereof. “Distribution Date” means the eighteenth (18th) day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing             , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month. The term “Distribution Date,” shall be deemed to include the Final Scheduled Distribution Date.

As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to the Indenture. As described above, a portion of the unpaid principal amount of this Note shall be due and payable on the Redemption Date, if any. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable on the date on which an Event of Default shall have occurred and be continuing and the Majority Noteholders have declared the Notes to be immediately due and payable in the manner provided in the Indenture. All principal payments on the Class E Notes shall be made pro rata to the Class E Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Distribution Date shall

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be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Distribution Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Holder hereof as of the Record Date preceding such Distribution Date by notice mailed prior to such Distribution Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Trustee’s principal Corporate Trust Office or at the office of the Trustee’s agent appointed for such purposes located in                     ,                     .

The Issuer shall pay interest on overdue installments of interest at the Class E Interest Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Trustee may require, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

If this Note has been issued as a Definitive Note, the Note Registrar shall not register the transfer of this Note unless the prospective transferee either has (a) represented and warranted in writing that it is not, and it is not acting on behalf of or investing the assets of, a Benefit Plan Entity or (b) delivered the Opinion of Counsel described in clause (ii)(A) in the first sentence of Section 2.4(d) of the Indenture.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note covenants and agrees (i) that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Trust Collateral Agent or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, (b) any owner of a beneficial interest in the Issuer or (c) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent or the Trustee or of any successor or assign of the Seller, the Servicer, the Trustee, the Trust Collateral Agent or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being

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understood that the Trustee, the Trust Collateral Agent and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity, and (ii) to treat the Notes that are owned or beneficially owned by a Person other than AFS SenSub Corp., or its Affiliates, as indebtedness for purposes of federal income, state and local income and franchise and any other income taxes.

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trust Collateral Agent and the Trustee and any agent of the Issuer, the Trust Collateral Agent or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trust Collateral Agent, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Majority Noteholders. The Indenture also contains provisions permitting the Noteholders representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place, and rate, and in the coin or currency herein prescribed.

E-7

Anything herein to the contrary notwithstanding, except as expressly provided in the Indenture or the Basic Documents, neither [Owner Trustee] in its individual capacity, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Issuer for the sole purposes of binding the Issuer. The Holder of this Note by the acceptance hereof agrees that except as expressly provided in the Indenture or the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

E-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                  

(name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated                                                                                  1
	Signature Guaranteed:

¹      NOTE:     The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

E-9

SCHEDULE A

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

Representations and Warranties Regarding the Receivables:

1.        Security Interest in Financed Vehicle. This Indenture creates a valid and continuing Security Interest (as defined in the applicable UCC) in the Receivables in favor of the Trust Collateral Agent, which Security Interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien (other than the Lien in favor of the Trust Collateral Agent), claim or encumbrance of any Person.

2.        Perfection of Security Interest. Each Receivable is secured by a first priority validly perfected security interest in the related Financed Vehicle or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in favor of the Trust Collateral Agent, for the benefit of the Issuer Secured Party.

3.        All Filings Made. The Issuer has taken all steps necessary to perfect the Trust Collateral Agent’s security interest in the property securing the Receivables, provided that, if not done as of the Closing Date, the Issuer will cause, within ten (10) days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the State of Delaware under applicable law in order to perfect the security interest in the Receivables Granted to the Trust Collateral Agent hereunder. All financing statements filed or to be filed against the Issuer in favor of the Trust Collateral Agent in connection herewith describing the Receivables contain a statement to the following effect: “A purchase of or a security interest in any collateral described in this financing statement will violate the rights of the Trust Collateral Agent.”

4.         No Impairment. The Issuer has not done anything to convey any right to any Person that would result in such Person having a right to payments due under the Receivable or otherwise to impair the rights of the Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the proceeds thereof. Other than the security interest Granted to the Trust Collateral Agent pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest Granted to the Trust Collateral Agent hereunder or that has been terminated. The Issuer is not aware of any judgment, ERISA or tax lien filings against it.

5.        Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

6.         Good Title. Immediately prior to the pledge of the Receivables to the Trust Collateral Agent pursuant to this Indenture, the Issuer was the sole owner thereof and had

Sch. A-1

good and indefeasible title thereto, free of any Lien and, upon execution and delivery of this Indenture, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. No Dealer has a participation in, or other right to receive, proceeds of any Receivable. The Issuer 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, Dealer Assignments or to payments due under such Receivables.

7.         Possession of Original Copy. The Servicer, as Custodian on behalf of the Issuer, has in its possession or control the original contract (or with respect to “electronic chattel paper”, the authoritative copy) that constitutes or evidences the Receivable.

8.         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 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.

9.         Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer 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.”

10.        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 must be readily identifiable as an authorized or unauthorized revision.

11.        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.

[Representations and Warranties Regarding the Hedge Collateral:

1.        This Agreement creates a valid and continuing “security interest” (as defined in the applicable UCC) in the Hedge Collateral in favor of the Trust Collateral Agent, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.

2.        The Hedge Collateral constitutes “general intangibles” within the meaning of the applicable UCC.

Sch. A-2

3.        The Issuer owns and has good and marketable title to the Hedge Collateral free and clear of any Lien, claim or encumbrance of any Person.

4.        The Issuer has received all consents and approvals required by the terms of the Hedge Agreement to pledge the Hedge Collateral hereunder to the Trust Collateral Agent.

5.        The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Hedge Collateral granted to the Trust Collateral Agent hereunder.

6.        Other than the security interest granted to the Trust Collateral Agent pursuant to this Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Hedge Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Hedge Collateral other than any financing statement relating to the security interest granted to the Trust Collateral Agent hereunder or that has been terminated.]

Sch. A-3

EX-4.3

Exhibit 4.3

TRUST AGREEMENT

TRUST AGREEMENT, dated as of             , 20    , between AFS SenSub Corp. (the “Company”) and [Owner Trustee], a                 , not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”). The Company and the Owner Trustee hereby agree as follows:

1.    The trust created hereby shall be known as AmeriCredit Automobile Receivables Trust 20    -     (the “Trust”), in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts, and sue and be sued.

2.    The Company hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1.00. The Company acknowledges that such amount has been transferred to, and is being held by                  as agent for the Trust in an account established by                  on behalf of the Trust, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Company. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.§ 3801 et seq. and that this document constitute the governing instrument of the Trust. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State substantially in the form of Exhibit A attached hereto.

3.    The Company and the Owner Trustee will enter into an Amended and Restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby. Prior to the execution and delivery of such Amended and Restated Trust Agreement, the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise (as directed in writing by the Company).

4.     This Trust Agreement may be executed in one or more counterparts.

5.     The Owner Trustee may resign upon thirty (30) days prior notice to the Company.

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

AFS SENSUB CORP.

By:                                                                 

Name:

Title:

[OWNER TRUSTEE], as Owner Trustee

By:                                                                 

Name:

Title:

2

Exhibit A

CERTIFICATE OF TRUST

OF

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

THIS Certificate of Trust of AMERlCREDIT AUTOMOBILE RECEIVABLES TRUST 20    -     (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.     Name. The name of the statutory trust formed by this Certificate of Trust is AmeriCredit Automobile Receivables Trust 20    -    .

2.    Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is [Owner Trustee], [Address].

3.     Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

[OWNER TRUSTEE],
not in its individual capacity but solely as trustee of the Trust
By:
	Name:
	Title:

EX-4.4

Exhibit 4.4

AMENDED AND RESTATED

TRUST AGREEMENT

between

AFS SENSUB CORP.

Seller

and

[OWNER TRUSTEE]

Owner Trustee

Dated as of             , 20    

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS		1
SECTION 1.1.	Capitalized Terms	1
SECTION 1.2.	Other Definitional Provisions	5
ARTICLE II. ORGANIZATION		5
SECTION 2.1.	Name	5
SECTION 2.2.	Office	6
SECTION 2.3.	Purposes and Powers	6
SECTION 2.4.	Appointment of Owner Trustee	7
SECTION 2.5.	Initial Capital Contribution of Trust Estate	7
SECTION 2.6.	Declaration of Trust	7
SECTION 2.7.	Title to Trust Property	7
SECTION 2.8.	Situs of Trust	8
SECTION 2.9.	Representations and Warranties of the Depositor	8
SECTION 2.10.	Covenants of the Certificateholder[s]	9
SECTION 2.11.	Federal Income Tax Treatment of the Trust	9
ARTICLE III. CERTIFICATE AND TRANSFER OF INTEREST		11
SECTION 3.1.	Initial Ownership	11
SECTION 3.2.	The Certificate[s]	11
SECTION 3.3.	Authentication of Certificate	12
SECTION 3.4.	Registration of Transfer and Exchange of Certificate[s]	12
SECTION 3.5.	Mutilated, Destroyed, Lost or Stolen Certificates	14
SECTION 3.6.	Persons Deemed Certificateholders	14
SECTION 3.7.	Maintenance of Office or Agency	15
SECTION 3.8.	[Disposition in Whole But Not in Part	15
SECTION 3.9.	ERISA Restrictions	18
SECTION 3.10.	Appointment of Certificate Paying Agent	18
ARTICLE IV. VOTING RIGHTS AND OTHER ACTIONS		23
SECTION 4.1.	Prior Notice to Holder with Respect to Certain Matters	23
SECTION 4.2.	Action by Certificateholder[s] with Respect to Certain Matters	24
SECTION 4.3.	Restrictions on Certificateholder’s Power	24
SECTION 4.4.	[Reserved]	25
SECTION 4.5.	Action with Respect to Bankruptcy Action	25
SECTION 4.6.	Covenants and Restrictions on Conduct of Business	25
ARTICLE V. AUTHORITY AND DUTIES OF OWNER TRUSTEE		27
SECTION 5.1.	General Authority	27
SECTION 5.2.	General Duties	27
SECTION 5.3.	Action upon Instruction	28
SECTION 5.4.	No Duties Except as Specified in this Agreement or in Instructions	29

SECTION 5.5.	No Action Except under Specified Documents or Instructions	29
SECTION 5.6.	Restrictions	29
SECTION 5.7.	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	30
ARTICLE VI. CONCERNING THE OWNER TRUSTEE		30
SECTION 6.1.	Acceptance of Trusts and Duties	30
SECTION 6.2.	Furnishing of Documents	32
SECTION 6.3.	Representations and Warranties	32
SECTION 6.4.	Reliance; Advice of Counsel	33
SECTION 6.5.	Not Acting in Individual Capacity	34
SECTION 6.6.	Owner Trustee Not Liable for Certificate[s] or Receivables	34
SECTION 6.7.	Owner Trustee May Own Notes	34
SECTION 6.8.	Payments from Owner Trust Estate	34
SECTION 6.9.	Doing Business in Other Jurisdictions	35
SECTION 6.10.	FATCA Information	35
SECTION 6.11.	Financial Crimes Enforcement Network’s Customer Due Diligence	35
SECTION 6.12.	Beneficial Ownership and Control of the Trust	36
ARTICLE VII. COMPENSATION OF OWNER TRUSTEE		36
SECTION 7.1.	Owner Trustee’s Fees and Expenses	36
SECTION 7.2.	Indemnification	36
SECTION 7.3.	Payments to the Owner Trustee	37
SECTION 7.4.	Non-recourse Obligations	37
ARTICLE VIII. TERMINATION OF TRUST AGREEMENT		37
SECTION 8.1.	Termination of Trust Agreement	37
ARTICLE IX. SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		38
SECTION 9.1.	Eligibility Requirements for Owner Trustee	38
SECTION 9.2.	Resignation or Removal of Owner Trustee	39
SECTION 9.3.	Successor Owner Trustee	39
SECTION 9.4.	Merger or Consolidation of Owner Trustee	40
SECTION 9.5.	Appointment of Co-Trustee or Separate Trustee	40
ARTICLE X. MISCELLANEOUS		41
SECTION 10.1.	Supplements and Amendments	41
SECTION 10.2.	No Legal Title to Owner Trust Estate in Certificateholder[s]	43
SECTION 10.3.	Limitations on Rights of Others	43
SECTION 10.4.	Notices	43
SECTION 10.5.	Severability	43
SECTION 10.6.	Counterparts and Consent to Do Business Electronically	44

ii

SECTION 10.7.	Assignments	44
SECTION 10.8.	No Recourse	44
SECTION 10.9.	Headings	44
SECTION 10.10.	GOVERNING LAW	44
SECTION 10.11.	Servicer	44
SECTION 10.12.	Nonpetition Covenants	45
SECTION 10.13.	[Third Party Beneficiary]	45
SECTION 10.14.	Regulation AB	45
SECTION 10.15.	Force Majeure	46
ARTICLE XI. APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		46
SECTION 11.1.	Establishment of Trust Accounts	46
SECTION 11.2.	Application of Trust Funds	47
SECTION 11.3.	Method of Payment	48

EXHIBITS

EXHIBIT A	FORM OF CERTIFICATE
EXHIBIT B	FORM OF CERTIFICATE OF TRUST
EXHIBIT C	FORM OF NOTICE OF REPURCHASE REQUEST

iii

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of             , 20     between AFS SENSUB CORP., a Nevada corporation, as depositor (the “Seller”), and [OWNER TRUSTEE], a [entity type], as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of             , 20     between the Seller and the Owner Trustee.

ARTICLE I.

Definitions

SECTION 1.1.    Capitalized Terms. For all purposes of this Agreement, the following terms shall have the meanings set forth below:

“AmeriCredit” shall mean AmeriCredit Financial Services, Inc.

“Agreement” shall mean this Trust Agreement, as the same may be amended and supplemented from time to time.

“Applicable Anti-Money Laundering Law” shall have the meaning assigned to such term in Section 6.11.

“Bankruptcy Action” shall have the meaning assigned to such term in Section 4.5(a).

“Basic Documents” shall mean this Agreement, the Certificate of Trust, the Underwriting Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, [the Hedge Agreement,] the Asset Representations Review Agreement and the other documents and certificates delivered in connection therewith, as the same may be amended, restated or supplemented from time to time.

“BBA Partnership Audit Rules” shall mean Sections 6221 through 6241 of the Code, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.

“Benefit Plan Entity” shall have the meaning assigned to such term in Section 3.9.

“Benefit Plan Investor” shall have the meaning assigned to such term in Section 3.9.

[“Book-Entry Certificates” means a beneficial interest in the Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.8.]

“Certificate” means a trust certificate evidencing the beneficial interest of the Certificateholder in the Trust, substantially in the form of Exhibit A attached hereto.

“Certificateholder” or “Holder” shall mean the person in whose name a Certificate is registered on the Certificate Register.

“Certificate Distribution Account” shall have the meaning assigned to such term in Section 11.1.

“Certificate of Trust” shall mean the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

[“Certificate Owner” means, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency) and with respect to a Definitive Certificate the Person in whose name a Certificate is registered on the Certificate Register.]

“Certificate Paying Agent” shall mean any paying agent or co-paying agent appointed pursuant to Section 3.10 and shall initially be [Owner Trustee].

“Certificate Register” and “Certificate Registrar” shall mean the register mentioned in and the registrar appointed pursuant to Section 3.4.

[“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency affects book-entry transfers and pledges of securities deposited with the Clearing Agency.]

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

“Controlling Party” means an executive officer or senior manager or any other individual who regularly performs similar functions.

“Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at [Address], Attention:                     , or at such other address as the Owner Trustee may designate by notice to the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor owner trustee will notify the Depositor).

“Depositor” shall mean the Seller in its capacity as Depositor hereunder.

“Distribution Date” shall have the meaning set forth in the Sale and Servicing Agreement.

“ERISA” shall have the meaning assigned to such term in Section 3.9.

“Expenses” shall have the meaning assigned to such term in Section 7.2.

2

“FATCA” shall mean Sections 1471 through 1474 of the Code and (a) any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), (b) any applicable agreement entered into under Section 1471(b)(1) of the Code, and (c) any applicable intergovernmental agreement with respect to the implementation of the foregoing.

“FATCA Information” shall mean, with respect to any Certificateholder or Holder, any form or other certification, or such other information reasonably sufficient to eliminate the imposition of, or determine the amount of, FATCA Withholding Tax.

“FATCA Withholding Tax” shall mean any required withholding or deduction of tax pursuant to FATCA.

[“Hedge Agreement” means the ISDA Master Agreement, dated             , 20    , between the Trust and the Hedge Provider, including the Schedule thereto, the Credit Support Annex thereto and the Confirmation relating to the Class A-2-B Notes, together with any replacement swap agreement; provided, that no additional swap agreement shall be a “Hedge Agreement” under the Basic Documents for so long as the Hedge Agreement is outstanding without the prior, written consent of the applicable Hedge Provider unless the Hedge Agreement has terminated.]

[“Hedge Provider” means [Hedge Provider], together with any replacement Hedge Provider.]

“Indemnified Parties” shall have the meaning assigned to such term in Section 7.2.

“Indenture” shall mean the Indenture, dated as of             , 20    , between the Trust and [Trust Collateral Agent], as Trust Collateral Agent and Trustee, as the same may be amended and supplemented from time to time.

“Majority Certificateholder” shall mean [the Holder of the greatest percentage ownership interest in the Certificate as recorded in the Certificate Register]/[the applicable Certificateholders that together own Certificates evidencing in excess of 50% of the Percentage Interest].

“Owner Trust Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts and all other property of the Trust from time to time, including any rights of the Trust pursuant to the Sale and Servicing Agreement.

“Owner Trustee” shall mean [Owner Trustee], a [entity type], not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.

3

[“Percentage Interest” shall mean, with respect to a Certificate, the individual percentage interest of such Certificate (calculated as the percentage that the applicable nominal principal amount of a Certificate represents of the aggregate nominal principal amount of all Certificates) which shall be specified on the face thereof and which shall represent the percentage of certain distributions of the Issuer beneficially owned by such Certificateholder. The sum of the Percentage Interests for all of the Certificates shall be 100%.]

[“Permitted Modification” shall mean an extension, rebate, deferral, amendment, modification or adjustment with respect to any Receivable made by the Servicer in accordance with its Servicing Policies and Procedures and: (i) such Receivable is in default, or with respect to which the Servicer believes that default is reasonably foreseeable, and the Servicer believes that such modification is necessary to preserve the value of such Receivable; (ii) such modification is not a significant modification pursuant to Treasury Regulation Section 1.1001-3; or (iii) with respect to such modification, the Servicer has delivered a certificate to the Owner Trustee to the effect that the modification will not cause the Trust to be treated for United States federal income tax purposes as other than a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.]

“Record Date” shall mean with respect to any Distribution Date, the close of business on the Business Day immediately preceding such Distribution Date.

“Responsible Officer” shall mean, with respect to the Owner Trustee, any officer within the Corporate Trust Administration office of the Owner Trustee with direct responsibility for the administration of the Trust 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 and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of             , 20    , among the Trust, the Seller, AmeriCredit, [Trustee] and                     , as Trust Collateral Agent, as the same may be amended and supplemented from time to time.

“Secretary of State” shall mean the Secretary of State of the State of Delaware.

“STAMP” shall have the meaning assigned to such term in Section 3.4.

“Statutory Trust Statute” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq. as the same may be amended from time to time.

“Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“Trust” shall mean the trust established by this Agreement.

4

“Trust Collateral Agent” shall mean, initially, [Trust Collateral Agent], in its capacity as collateral agent, including its successors in interest, until and unless a successor Person shall have become the Trust Collateral Agent pursuant to the Sale and Servicing Agreement, and thereafter “Trust Collateral Agent” shall mean such successor Person.

SECTION 1.2.         Other Definitional Provisions.

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

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

(c)     As used in this Agreement 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 certificate or other document, and accounting terms partly defined in this Agreement or in any such 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 certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such 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 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 and Exhibit references contained in this Agreement are references to Sections 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.

ARTICLE II.

Organization

SECTION 2.1.         Name

There is hereby continued a Delaware statutory trust to be known as “AmeriCredit Automobile Receivables Trust 20    -    ,” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

5

SECTION 2.2.             Office

The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner Trustee may designate by written notice to the Certificateholder[s].

SECTION 2.3.             Purposes and Powers.

The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities:

(a)     to issue the Notes pursuant to the Indenture and the Certificate[s] pursuant to this Agreement, and to sell the Notes;

(b)     to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account [the Capitalized Interest Account, and the Pre-Funding Account] [and, the Revolving Account] and to pay the organizational, start-up and transactional expenses of the Trust;

(c)     to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder[s] pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(d)     [to enter into the Hedge Agreement;]

(e)     to enter into and perform its obligations under the Basic Documents to which it is a party;

(f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement) and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Seller or Servicer, 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; and

(g)     subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder[s] and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. [Notwithstanding anything to the contrary in this Agreement, the Basic Documents, or in any other document, neither the Trust

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nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer, or engage in activities other than the foregoing, and, in particular, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.]

SECTION 2.4.         Appointment of Owner Trustee

The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein. The Owner Trustee hereby accepts such appointment.

SECTION 2.5.         Initial Capital Contribution of Trust Estate

The Owner Trustee has acknowledged receipt in trust from the Depositor of the sum of $1.00 which contribution shall constitute the initial Owner Trust Estate. The Depositor acknowledges that such contribution has been transferred to, and is being held by, [Trust Collateral Agent], as agent for the Trust in an account established by [Trust Collateral Agent], on behalf of the Trust, which contribution shall constitute the initial Owner Trust Estate. The Depositor shall pay organizational expenses of the Trust as they may arise.

SECTION 2.6.         Declaration of Trust

The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Holder[s], subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument of such statutory trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The Owner Trustee has filed the Certificate of Trust with the Secretary of State and such filing is hereby ratified in all respects.

The Holder[s] shall not have any personal liability for any liability or obligation of the Trust.

SECTION 2.7.         Title to Trust Property.

(a)     Legal title to all the Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

(b)     The Holder[s] shall not have legal title to any part of the Trust Property. The Holder[s] shall be entitled to receive distributions with respect to its undivided ownership

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interest therein only in accordance with Article VIII and Article XI. No transfer, by operation of law or otherwise, of any right, title or interest by [the]/[any] Certificateholder of its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Property.

SECTION 2.8.         Situs of Trust

The Trust will be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. Payments will be received by the Trust only in Delaware or New York and payments will be made by the Trust only from Delaware or New York. The Trust shall not have any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee, the Servicer or any agent of the Trust from having employees within or outside the State of Delaware. The only office of the Trust will be at the Corporate Trust Office located in Delaware.

SECTION 2.9.         Representations and Warranties of the Depositor

The Depositor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Certificate[s].

(a)     Organization and Good Standing. The Depositor is duly organized and validly existing as a Nevada corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents.

(b)     Due Qualification. The Depositor is duly qualified to do business as a foreign corporation, is in good standing, and has obtained, or has filed all forms, in the appropriate form, that are required to obtain, all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification.

(c)     Power and Authority. The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action.

(d)     No Consent Required. No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been applied for, obtained, effected or made.

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(e)     No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the certificate of incorporation or by-laws of the Depositor, or any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

(f) No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (i) asserting the invalidity of this Agreement or any of the Basic Documents, (ii) seeking to prevent the issuance of the Certificate[s] or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (iv) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Certificate[s].

SECTION 2.10.             Covenants of the Certificateholder[s]

[The]/[Each] Certificateholder agrees:

(a)     to be bound by the terms and conditions of the Certificate of which the Holder is the beneficial owner and of this Agreement, including any supplements or amendments hereto and to perform the obligations of a Holder as set forth therein or herein, in all respects as if it were a signatory hereto. This undertaking is made for the benefit of the Trust and the Owner Trustee; and

(b)     except as expressly provided in Sections 4.5 and 10.12, not to, for any reason, take any Bankruptcy Action.

SECTION 2.11.             Federal Income Tax Treatment of the Trust.

(a)     [For so long as the Trust has a single owner for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.] [It is the intention of the parties hereto that, solely for federal, State and local income, franchise and value added tax purposes, the Trust shall be treated as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1,

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subchapter J, part I, subpart E of the Code, with the assets of the Trust constituting the Trust Property and other assets held by the Trust, and the Notes constituting non-recourse debt of the Certificateholders, provided that if it is successfully asserted by the appropriate tax authorities that the Trust is not properly characterized as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code, the Trust shall be treated, for United States federal, state and local income, franchise and value added tax purposes, as (A) a disregarded entity if there is only one beneficial owner for U.S. federal income tax purposes of [the]/[any] Certificates and any Notes that are treated as equity for U.S. federal income tax purposes in the Trust, or (B) a partnership (other than an association or publicly traded partnership taxable as a corporation) if there is more than one beneficial owner for U.S. federal income tax purposes of [the]/[any] Certificates and any Notes that are treated as equity for U.S. federal income tax purposes in the Trust, with the assets of the partnership being the Trust Property and other assets held by the Trust, the partners of the partnership being the Certificateholders and the holders of the Notes that are treated as equity in the Trust for U.S. federal income tax purposes, and the remaining Notes constituting indebtedness of the partnership.] The parties agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as provided in the preceding sentence for such tax purposes.

(b)     [The parties hereto and each Certificateholder, by acceptance of a Certificate, agree to treat the Trust in accordance with the intention that the Trust be characterized as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code and, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless: (i) the modification is a Permitted Modification, or (ii) the modification is not a Permitted Modification, but the Receivable can be repurchased so that it is no longer held as part of the Trust Property, and done in such a way as to maintain the status of the Trust as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code. In furtherance of the foregoing, (i) the purpose of the Trust shall be to protect and conserve the assets of the Trust, and the Trust shall not at any time engage in or carry on any kind of business for U.S. federal income tax purposes or any kind of commercial activity and (ii) the Trust and Owner Trustee (upon direction from the Majority Certificateholder[s]) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Trust as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Trust nor the Owner Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of any Certificateholder. The provisions of this Agreement shall be interpreted consistent with and to further this intention of the parties.]

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(c)     Neither the Owner Trustee nor [the]/[any] Certificateholder will make an election on IRS Form 8832 or otherwise to classify the Trust as an association taxable as a corporation for federal, State or any other applicable tax purpose.

(d)     [In the event that the Trust has two (2) or more owners for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be treated as a partnership. At any such time that the Trust has two (2) or more equity owners, this Agreement will be amended, in accordance with Section 10.1 herein, and appropriate provisions will be added so as to provide for treatment of the Trust as a partnership.]

(e)     In the event that the Trust is classified as a partnership for federal income tax purposes, (i) the Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) is hereby designated as the “partnership representative” under Section 6223(a) of the Code and (ii) the partnership representative will or will cause the Trust, to the extent eligible, to make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action (such as disclosures and notifications) necessary or appropriate to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the partnership representative will or will cause the Trust to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by a partnership and take any other action such as filings, disclosures and notifications necessary or appropriate to effectuate such election. The partnership representative is authorized, in its sole discretion, to make any available election with respect to the BBA Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Trust’s affairs with respect to the BBA Partnership Audit Rules. Each Certificateholder and, if different, each beneficial owner of a Certificate, shall promptly provide the partnership representative any requested information, documentation or material to enable the partnership representative to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. The provisions of this Section 2.11(d) shall survive any termination of this Agreement. In addition, should the Trust be classified as a partnership, the partnership representative, may, in its sole discretion, cause the Trust to make an election under Section 754 of the Code.

ARTICLE III.

Certificate and Transfer of Interest

SECTION 3.1.             Initial Ownership

Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5 and until the issuance of the Certificate[s] to the initial Certificateholder[s], the Depositor shall be the sole beneficiary of the Trust.

SECTION 3.2.             The Certificate[s]

[The Certificate shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee.]/[Upon the written order of the

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Depositor, the Issuer shall issue a single Certificate in the name of Cede & Co., which shall be substantially in the form attached hereto as Exhibit A, executed by manual or facsimile signature of an authorized officer of the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar upon the written order of the Depositor. The Certificates shall represent, in the aggregate, 100% of the Percentage Interest in the Issuer and, upon issuance in accordance with the terms hereof, the Certificate shall be fully paid and nonassessable. The Certificateholders will be entitled, pro rata, to any amounts not needed to make payments on the Notes and on all other obligations to be paid under the Indenture and this Agreement, and to receive amounts remaining in the Reserve Account following the payment in full of the Notes and of all other amounts owing or to be distributed under this Agreement, the Indenture or the Sale and Servicing Agreement to the Noteholders on the termination of the Issuer.] A Certificate bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificate or did not hold such offices at the date of authentication and delivery of such Certificate. A transferee of a Certificate shall become a Certificateholder, and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder, upon due registration of such Certificate in such transferee’s name pursuant to Section 3.4.

SECTION 3.3.             Authentication of Certificate

Concurrently with the sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificate[s] to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its chairman of the board, its president or any vice president, its treasurer or any assistant treasurer without further corporate action by the Depositor, in authorized denominations. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. [The]/[Each] Certificate shall be dated the date of its authentication.

SECTION 3.4.             Registration of Transfer and Exchange of Certificate[s]

The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, including, without limitation, requiring any potential transferee to represent to the Certificate Registrar such transferee’s compliance with the transfer restrictions set forth herein, the Certificate Registrar shall provide for the registration of the Certificate[s] and of transfers and exchanges of the Certificate[s] as herein provided. The Certificate Registrar shall be entitled to conclusively rely on the transferee’s representation that the transferee has complied with the transfer restrictions set forth herein. [Owner Trustee] shall be the initial Certificate Registrar.

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The Certificate Registrar shall provide the Trust Collateral Agent and the Trustee with the name[s] and address[es] of the Certificateholder[s] (if other than the Depositor) on the Closing Date. Upon any transfers of [the]/[a] Certificate, the Certificate Registrar shall notify the Trust Collateral Agent and the Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. The Trust Collateral Agent and the Trustee shall be entitled to fully rely on the most recently provided Certificateholder information with no liability therefor.

Upon surrender for registration of transfer of [the]/[a] Certificate at the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Certificate [of a like Percentage Interest] dated the date of authentication by the Owner Trustee or any authenticating agent.

A Certificate presented or surrendered for registration of transfer or exchange may, but need not, be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by [the]/[such] Certificateholder or his attorney duly authorized in writing, (i) with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, and (ii) accompanied by IRS Form [W-8 BEN, W-8 BEN-E, W-8 ECI or] W-9, as applicable, or such other form as may be reasonably required in form satisfactory to the Certificate Registrar, as applicable, and such other documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Anti-Money Laundering Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by [the]/[such] Certificateholder or such person’s attorney duly authorized in writing. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.

No service charge shall be made for any registration of transfer or exchange of a Certificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate.

[No Certificate may be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code. By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is a United States person as defined under Section 7701(a)(30) of the Code.]

[Notwithstanding the foregoing, no sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or

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transfer thereof increases the number of Certificateholders to more than ninety-five (95). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each a “Flow-Through Entity”) that, directly or through other Flow-Through Entities, owns a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Certificate and (ii) a principal purpose of the use of the Flow-Through Entity to hold the Certificate is to satisfy the 95 holder limitation set out above. If using a Flow-Through Entity to acquire a Certificate, [the]/[a] Certificateholder shall be deemed to have represented that it is not using the Flow-Through Entity in order to avoid the 95 holder limitation set out above. In addition, no sale or transfer of a Certificate shall be registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to the Certificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), no member of the transferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, the Depositor is authorized at its discretion to compel such Certificateholder to sell its Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the Trust.]

SECTION 3.5.             Mutilated, Destroyed, Lost or Stolen Certificates

If (a) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee, such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee, or the Certificate Registrar, as the Owner Trustee’s authenticating agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

SECTION 3.6.             Persons Deemed Certificateholders

Every Person by virtue of becoming a Certificateholder in accordance with this Agreement shall be deemed to be bound by the terms of this Agreement. Prior to due presentation of [the]/[a] Certificate for registration of transfer, the Owner Trustee and the Certificate Registrar and any agent of the Owner Trustee and the Certificate Registrar, may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the owner of such Certificate for the purpose of receiving distributions pursuant to the Sale and

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Servicing Agreement and for all other purposes whatsoever, and none of the Owner Trustee or the Certificate Registrar nor any agent of the Owner Trustee or the Certificate Registrar shall be bound by any notice to the contrary.

SECTION 3.7.             Maintenance of Office or Agency

The Owner Trustee shall maintain an office or offices or agency or agencies where the Certificate[s] may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificate[s] and the Basic Documents may be served. The Owner Trustee initially designates the Corporate Trust Office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and the Certificateholder[s] of any change in the location of the Certificate Register or any such office or agency.

SECTION 3.8.             [Disposition in Whole But Not in Part

The Certificate may be transferred in whole but not in part. Any attempted transfer of the Certificate that would divide the ownership of the Owner Trust Estate shall be void. The Owner Trustee shall cause any Certificate issued to contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT.”]

[Book-Entry Certificates.

(a)     Each Certificate, upon original issuance, will be issued in the form of one or more typewritten Certificates, substantially in the form of Exhibit A hereto, representing the Book-Entry Certificates, to be delivered to the Certificate Registrar, as agent for the Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Certificates shall be issued in an aggregate nominal principal amount of $100,000 (which shall be; deemed to be the equivalent of 100,000 units), and all beneficial interests in the Book-Entry Certificates shall be owned, in the minimum nominal principal amount of $[10,000] and integral multiples of $1,000 in excess thereof. The Issuer shall not issue any Certificate that would cause the aggregate nominal principal amount of all Certificates to exceed $100,000, or 100,000 units, without the prior written consent of all Certificateholders. No distributions of moneys to the Certificateholders under the Basic Documents shall be deemed to reduce the nominal principal amount of any Certificate prior to payment in full of all Notes; provided, however, that the final aggregate $100,000 distributed to the Certificateholders under the Basic Documents upon final distribution of the Trust Property and termination of the Issuer pursuant to Article VIII shall be deemed to repay the aggregate nominal principal amount of the Certificates in full; provided, further, that any failure to pay in full the nominal principal amount of a Certificate on such final distribution date shall not result in any recourse to, claim against or liability of any Person for such shortfall. Any amounts payable to the Certificateholders on or in respect of the Certificates under the Basic Documents shall be paid and allocated to the various Certificateholders ratably based on their respective nominal principal amounts. Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of DTC as the initial Clearing Agency, and no Certificateholder will receive a Definitive Certificate representing such Certificateholder’s interest in such Certificate, except as provided in Section 3.10. Unless and until definitive, fully

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registered Certificates substantially in the form of Exhibit A (the “Definitive Certificates”) have been issued to the applicable Certificateholders pursuant to Section 3.10:

(i)    the provisions of this Section shall be in full force and effect;

(ii)    the Certificate Registrar, the Certificate Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Agreement (including the payment of amounts payable under the Basic Documents and the giving of instructions or directions hereunder) as the sole Certificateholder, and shall have no obligations to the Certificate Owners;

(iii)    to the extent that the provisions of this Section 3.8 conflict with any other provisions of this Agreement, the provisions of this Section shall control;

(iv)    the rights of the Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between or among such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants or Persons acting through Clearing Agency Participants. Unless and until Definitive Certificates are issued pursuant to Section 3.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments due under the Basic Documents with regard to the Certificates to such Clearing Agency Participants;

(v)    whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified percentage of the Percentage Interest, the Clearing Agency shall deliver instructions to the Owner Trustee only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Certificates;

(vi)    owners of a beneficial interest in a Book-Entry Certificate will not be entitled to have any portion of a Book-Entry Certificate registered in their names and will not be considered to be the Certificate Owners or Certificateholders of any Certificates under this Agreement; and

(vii)    payments on a Book-Entry Certificate will be made to the Clearing Agency, or its nominee, as the registered owner thereof, and none of the Issuer, the Owner Trustee, the Indenture Trustee or the Certificate Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Certificate or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

(b)     Notwithstanding any provision to the contrary herein, so long as a Book-Entry Certificate remains outstanding and is held by or on behalf of the Clearing Agency, transfers of a Book-Entry Certificate, in whole or in part, shall only be made in accordance with Section 3.8(a). Subject to Section 3.8(a)(i)-(iii), transfers of a Book-Entry Certificate shall be limited to transfers of such Book-Entry Certificate in whole, but not in part, to a nominee of the Clearing Agency or to a successor of the Clearing Agency or such successor’s nominee.

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(c)     In the event that a Book-Entry Certificate is exchanged for one or more Definitive Certificates pursuant to Section 3.10, such Certificates may be exchanged for one another only in accordance with the provisions of this Agreement and with such procedures as may be from time to time adopted by the Issuer, the Certificate Registrar and the Owner Trustee.]

[SECTION 3.9.      Notices to Clearing Agency. Whenever a notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.10, the Owner Trustee shall give all such notices and communications specified herein to be given to the Certificateholders to the Clearing Agency, and shall have no obligation to the Certificate Owners.]

[SECTION 3.10.      Definitive Certificates.

(a)     If (i) the Depositor advises the Owner Trustee and the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates, and the Depositor is unable to locate a qualified successor or (ii) the Depositor at its option advises the Owner Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Depositor shall cause the Clearing Agency to notify all Certificate Owners and the Certificate Paying Agent of the occurrence of any such event and of the availability of Definitive Certificates representing the Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the typewritten Certificate or Certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by re-registration instructions, the Certificate Registrar shall so notify the Owner Trustee and upon receipt from the Certificate Registrar of Definitive Certificates for execution, the Owner Trustee on behalf of the Issuer shall execute and the Certificate Registrar shall register, authenticate and deliver the Definitive Certificates representing the Certificates in accordance with the instructions of the Clearing Agency. None of the Issuer, the Certificate Registrar or the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates representing the Certificates, the Certificate Registrar shall update the Certificate Register and the Owner Trustee, the Certificate Registrar and the Certificate Paying Agent shall recognize such holders of the Definitive Certificates as the applicable Certificateholders.

(b)     Subject to the transfer restrictions contained herein and in the Certificates, any holder of a Definitive Certificate may transfer all or any portion of the nominal principal amount (subject to the requirements set forth in Section 3.4 other than those specifically related to Book-Entry Certificates) evidenced by such Certificate upon surrender thereof to the Certificate Registrar accompanied by the documents required by this Section 3.10. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Certificate Registrar accompanied by the documents required by Section 3.4 hereof. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record the name of such transferee as a Certificateholder and its nominal principal amount in the Certificate Register and, upon receipt of notice thereof and Definitive Certificates for execution from the Certificate Registrar, the Owner Trustee on behalf of the Issuer shall execute and the Certificate

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Registrar shall authenticate and deliver to such Certificateholder a Certificate evidencing such nominal principal amount. In the event a transferor transfers only a portion of its nominal principal amount, the Owner Trustee on behalf of the Issuer shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferor, a new Certificate evidencing such transferor’s new nominal principal amount and the Owner Trustee on behalf of the Issuer shall execute, and the Certificate Registrar shall register, authenticate and deliver to such transferee, a new Certificate evidencing such transferee’s nominal principal amount. Subsequent to each transfer of a beneficial interest and upon the issuance of the new Certificate or Certificates, the Certificate Registrar shall cancel and destroy in accordance with its customary practices the Certificate surrendered to it in connection with such transfer. The Owner Trustee and the Certificate may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the nominal principal amount evidenced by such Certificate without regard to any notice to the contrary.

(c)       Definitive Certificates will not be eligible for clearing or settlement through DTC, Euroclear or Clearstream.]

SECTION 3.9.         ERISA Restrictions

[The Certificate may not]/[No Certificate may] be acquired by or for the account of (a) an “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a “plan” (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) any entity whose underlying assets include assets of an employee benefit plan or a plan described in (a) or (b) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”), or (d) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, State, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (a) – (d), a “Benefit Plan Entity”). By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan Entity.

SECTION 3.10.      Appointment of Certificate Paying Agent

The Certificate Paying Agent shall make distributions to the Certificateholder[s] from the Certificate Distribution Account pursuant to Article VIII and Article XI hereof and shall report the amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee shall revoke such power and remove the Certificate Paying Agent if the Owner Trustee or the Depositor by written direction to the Owner Trustee determines, each in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent initially shall be [Owner Trustee], and any co-paying agent chosen by [Owner Trustee] and the Depositor. [Owner Trustee] shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee and the Depositor. In the event that [Owner Trustee] shall no longer be the Certificate Paying Agent, the

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Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed hereunder to execute and deliver to the Owner Trustee an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Owner Trustee that, as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent will hold all sums, if any, held by it for payment to the Certificateholder[s] in trust for the benefit of the Certificateholder[s] entitled thereto until such sums shall be paid to the Certificateholder[s]. The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Articles VI and VII shall apply to the Owner Trustee also in its role as Certificate Paying Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

[SECTION 3.13.         Transfer Restrictions. The Certificates have not been and will not be registered under the Securities Act or under any state securities or “blue sky” laws and may not be offered or sold except in a transaction that is exempt from or not subject to the registration requirements of the Securities Act and such other laws. Except in the case of the Depositor or any other Person that is considered the same Person as the Issuer for U.S. federal income tax purposes, the Certificates will be offered and sold only to “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act. The Certificates are subject to restrictions on transferability and resale and are intended to be resold only to persons who qualify as “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act. Terms used herein that are defined in Rule 144A under the Securities Act are used herein as defined therein.

Each Certificateholder by accepting a Certificate (or a beneficial interest therein) will be deemed to have acknowledged and agreed as follows:

(A)    Except in the case of the Depositor or any other Person that is considered the same Person as the Issuer for U.S. federal income tax purposes, it (a) is a qualified institutional buyer, or “QIB,” as the term is used in Rule 144A under the Securities Act, (b) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and (c) is acquiring such Certificate for its own account or for the account of a QIB over which it exercises sole investment discretion.

(B)    It understands that the Certificates are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Certificates have not been, and will not be, registered under the Securities Act or under any state securities laws, and that if in the future it decides to offer, resell, pledge or otherwise transfer any of the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred only to QIBs and in accordance with the legends described below.

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(C)    It acknowledges that none of the Issuer or any Person representing the Issuer has made any representation to it with respect to the Issuer, any affiliates thereof or the offering or sale of the Certificates, other than the information contained in the Offering Memorandum or any subsequent offering memorandum relating to the Certificates. It is purchasing the Certificates for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case for investment purposes only, and not with a view to, or for offer or resale in connection with, any distribution thereof in violation of the Securities Act or the applicable state securities laws, subject to any requirements of law that the disposition of its property or the property of such investor account be at all times within its or their control and subject to its or their ability to resell such Certificates pursuant to Rule 144A under the Securities Act.

(D)    It understands that each Certificate will, unless otherwise agreed by the Issuer and the holder thereof in compliance with applicable law, bear a legend substantially to the following effect:

“THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE SPONSOR, THE DEPOSITOR OR ANY OF THEIR AFFILIATES, (B) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER.

EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (1) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS

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AMENDED, (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (2) A“PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (1) OR (2) ABOVE IN SUCH ENTITY OR (4) ANY OTHER ENTITY THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAW”). EACH PURCHASER OF A CERTIFICATE AND EACH PROSPECTIVE CERTIFICATEHOLDER, UPON ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE, SHALL BE DEEMED TO MAKE ALL OF THE CERTIFICATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE TRUST AGREEMENT.

EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE AGREES THAT NO SALE OR TRANSFER OF A CERTIFICATE SHALL BE PERMITTED (INCLUDING, WITHOUT LIMITATION, BY PLEDGE OR HYPOTHECATION), AND NO SUCH SALE OR TRANSFER SHALL BE REGISTERED AS EFFECTIVE BY THE CERTIFICATE REGISTRAR IF THE SALE OR TRANSFER THEREOF INCREASES TO MORE THAN NINETY-FIVE (95) PERSONS THE TOTAL NUMBER OF BENEFICIAL OWNERS OF THE EQUITY OF THE ISSUER. FOR PURPOSES OF DETERMINING THE TOTAL NUMBER OF BENEFICIAL OWNERS, A BENEFICIAL OWNER OF AN INTEREST IN A PARTNERSHIP, GRANTOR TRUST, S CORPORATION OR OTHER FLOW-THROUGH ENTITY THAT OWNS, DIRECTLY OR THROUGH OTHER FLOW-THROUGH ENTITIES, AN EQUITY INTEREST IN THE ISSUER IS TREATED AS A BENEFICIAL OWNER OF SUCH EQUITY INTEREST IF (I) SUBSTANTIALLY ALL OF THE VALUE OF THE BENEFICIAL OWNER’S INTEREST (DIRECTLY OR INDIRECTLY) IN THE FLOW-THROUGH ENTITY IS ATTRIBUTED TO THE FLOW-THROUGH ENTITY’S INTEREST IN SUCH EQUITY INTEREST AND (II) A PRINCIPAL PURPOSE OF THE USE OF THE FLOW-THROUGH ENTITY TO HOLD SUCH EQUITY INTEREST IS TO SATISFY THE 95 HOLDER LIMITATION SET OUT ABOVE. EACH PURCHASER OF A CERTIFICATE AND EACH PROSPECTIVE CERTIFICATEHOLDER, UPON ACCEPTING A BENEFICIAL INTEREST IN A CERTIFICATE, SHALL BE DEEMED TO MAKE ALL OF THE CERTIFICATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE TRUST AGREEMENT.”

(E)    It is not (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of an investment by an employee benefit plan or plan described in (a) or (b) above in such entity, or (d) any other entity that is subject to any federal, state, local or non-U.S. laws that are substantially similar to Similar Law.

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[SECTION 3.14.             Rule 144A Information. In order to preserve the exemption for resales and other transfers of the Certificates under Rule 144A under the Securities Act, the Issuer shall cause the Depositor to provide to any Certificateholder and any prospective purchaser or transferee designated by a Certificateholder, upon request of the Certificateholder or prospective purchaser or transferee, the information required by Rule 144A to enable resales of such Certificates to be made pursuant to Rule 144A.]

[SECTION 3.15.         Transferee Certifications. Each prospective Certificateholder, including each prospective owner of a beneficial interest in a Certificate, shall, upon accepting a beneficial interest in a Certificate, be deemed to make all of the following certifications, representations and warranties:

(A)    Either (a) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity a “flow-through entity”) or (b) if it is or becomes a flow-through entity, then (I) none of the direct or indirect beneficial owners of any of the interests in such flow-through entity has or ever will have more than 50% of the value of its interest in such flow-through entity attributable to the beneficial interest of such flow-through entity in the Certificates, other interest (direct or indirect) in the Issuer, or any interest created under the Trust Agreement and (II) it is not and will not be a principal purpose of the arrangement involving the flow-through entity’s beneficial interest in any Certificate to permit any partnership to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code.

(B)    It is not acquiring any beneficial interest in a Certificate, and it will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in a Certificate, and it will not cause any beneficial interest in a Certificate, to be marketed, in each case on or through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” each within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations.

(C)    Its beneficial interest in the Certificate is not and will not be in an amount that is less than the minimum nominal principal amount for the Certificate set forth in the Trust Agreement, and it does not and will not hold any beneficial interest in the Certificate on behalf of any Person whose beneficial interest in a Certificate is in an amount that is less than the minimum nominal principal amount for the Certificate set forth in the Trust Agreement. It will not sell, transfer, assign, participate, or otherwise dispose of any beneficial interest in a Certificate or enter into any financial instrument or contract the value of which is determined by reference in whole or in part to any Certificate, in each case if the effect of doing so would be that the beneficial interest of any Person in the Certificate would be in an amount that is less than the minimum nominal principal amount for the Certificate set forth in the Trust Agreement.

(D)    It will not use any Certificate as collateral for the issuance of any securities that could cause the Issuer to become subject to taxation as a corporation, publicly traded partnership taxable as a corporation or association taxable as a corporation, each for U.S. federal income tax purposes, provided that it may engage in any repurchase transaction (repo) the subject matter of

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which is a Certificate, provided the terms of such repurchase transaction are generally consistent with prevailing market practice.

(E)    It will not take any action and will not allow any other action that could cause the Issuer to become taxable as a corporation for U.S. federal income tax purposes.

(F)    It is not (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity whose underlying assets include plan assets by reason of an investment by an employee benefit plan or plan described in (a) or (b) above in such entity, or (d) any other entity that is subject to any federal, state, local or non-U.S. laws that are substantially similar to Similar Law.

(G)    It agrees that no sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered as effective by the Certificate Registrar if the sale or transfer thereof increases to more than ninety-five (95) Persons the total number of beneficial owners of the Certificate. For purposes of determining the total number of beneficial owners, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, an equity interest in the Issuer is treated as a beneficial owner of such note or equity interest if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in such equity interest, and (ii) a principal purpose of the use of the flow-through entity to hold such equity interest is to satisfy the 95 Holder limitation set out above. If using a flow-through entity to acquire a Certificate, each prospective Certificateholder represents that it is not using a flow-through entity in order to avoid the 95 Holder limitation set out above.]

ARTICLE IV.

Voting Rights and Other Actions

SECTION 4.1.             Prior Notice to Holder with Respect to Certain Matters

With respect to the following matters, the Owner Trustee shall not take action unless at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder[s] in writing of the proposed action and the [Majority] Certificateholder[s] shall not have notified the Owner Trustee in writing prior to the thirtieth (30th) day after such notice is given that the Certificateholder[s] [has]/[have] withheld consent or provided alternative direction:

(a)     the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Statute or unless such amendment would not materially and adversely affect the interests of the Holder[s]);

(b)     the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

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(c)     the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholder[s]; or

(d)     [except pursuant to Section 12.1(b) of the Sale and Servicing Agreement,] the amendment, change or modification of the Sale and Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholder[s].

The Owner Trustee shall notify the Certificateholder[s] in writing of any appointment of a successor Note Registrar or Trust Collateral Agent within five (5) Business Days after receipt of notice thereof.

SECTION 4.2.         Action by Certificateholder[s] with Respect to Certain Matters

The Owner Trustee shall not have the power, except upon the direction of the [Majority] Certificateholder[s] in accordance with the Basic Documents, to (a) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 9.2 thereof or (b) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the [Majority] Certificateholder[s] and the furnishing of indemnification satisfactory to the Owner Trustee by [the]/[such] Certificateholder.

SECTION 4.3.         Restrictions on Certificateholder’s Power.

(a)     The Certificateholder[s] shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be obligated to follow any such direction, if given.

(b)     [The]/[No] Certificateholder shall [not] have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement or any Basic Document, unless the Certificateholder previously shall have given to the Owner Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and also unless the Certificateholder shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee under this Agreement and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Owner Trustee, for thirty (30) days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding, and during such thirty (30) day period no request or waiver inconsistent with such written request has been given to the Owner Trustee pursuant to and in compliance with this Section or Section 5.3. For the protection and enforcement of the provisions of this Section, the Certificateholder and the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.

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SECTION 4.4.         [Reserved]

SECTION 4.5.         Action with Respect to Bankruptcy Action

(a)     The Trust shall not, without the prior written consent of the Owner Trustee, (i) institute any proceedings to adjudicate the Trust bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or State law relating to bankruptcy with respect to the Trust, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, (v) make any assignment for the benefit of the Trust’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) declare or effect a moratorium on its debt, or (viii) take any action in furtherance of any of the foregoing (any of the above foregoing actions, a “Bankruptcy Action”). In considering whether to give or withhold written consent to a Bankruptcy Action by the Trust, the Owner Trustee, with the consent of the [Majority] Certificateholder[s] [(hereby given, which consent the Certificateholder believes to be in the best interests of the Certificateholder[s] and the Trust)], shall consider the interest of the Noteholders in addition to the interests of the Trust and whether the Trust is insolvent; provided, however, that the Owner Trustee shall not be deemed to owe any fiduciary duty to the Noteholders. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Action by the Trust if the Owner Trustee shall not have been furnished (at the expense of the Trust or the Person that requested that such letter be furnished to the Owner Trustee) with a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Trust is then insolvent. The Owner Trustee (as such and in its individual capacity) shall not be personally liable to any Person on account of the Owner Trustee’s good faith reliance on the provisions of this Section or in connection with the Owner Trustee’s giving prior written consent to a Bankruptcy Action by the Trust in accordance herewith, or withholding such consent, in good faith, and neither the Trust nor the Certificateholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee (as such and in its individual capacity) for giving or withholding its consent to any such Bankruptcy Action.

(b)     The parties hereto stipulate and agree that the Certificateholder[s] [has]/[have] no power to commence any Bankruptcy Action on the part of the Trust or to direct the Owner Trustee to take any Bankruptcy Action on the part of the Trust except as provided in Sections 4.5(a) and 10.12. To the extent permitted by applicable law, the consent of the Trust Collateral Agent shall be obtained prior to taking any Bankruptcy Action by the Trust.

(c)     The provisions of this Section do not constitute an acknowledgement or admission by the Trust, the Owner Trustee, the Certificateholder[s] or any creditor of the Trust that the Trust is eligible to be a debtor, under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended.

SECTION 4.6.         Covenants and Restrictions on Conduct of Business.

(a)     The Trust agrees to abide by the following restrictions:

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(i)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;

(ii)    other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;

(iii)    other than as contemplated by the Basic Documents and related documentation the Trust shall not engage in any business activity in which it is not currently engaged; and

(iv)    other than as contemplated by the Basic Documents and related documentation the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset.

(b)     The Trust shall:

(i)    maintain books and records separate from any other Person or entity;

(ii)    maintain its office and bank accounts separate from any other Person or entity;

(iii)    not commingle its assets with those of any other Person or entity;

(iv)    conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Seller or any Affiliate;

(v)    other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;

(vi)    observe all formalities required under the Statutory Trust Statute;

(vii)    not guarantee or become obligated for the debts of any other Person or entity;

(viii)    not hold out its credit as being available to satisfy the obligation of any other Person or entity;

(ix)    not acquire the obligations or securities of the Seller or its Affiliates;

(x)    other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other Person or entity;

(xi)    other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other Person or entity;

(xii)    hold itself out as a separate entity from the Seller and not conduct any business in the name of the Seller;

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(xiii)    correct any known misunderstanding regarding its separate identity;

(xiv)    not identify itself as a division (other than for tax reporting purposes) of any other Person or entity; and

(xv)    except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Seller or any Affiliate thereof on an arm’s length basis.

(c)     So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.

ARTICLE V.

Authority and Duties of Owner Trustee

SECTION 5.1.     General Authority.

(a)     The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is named as a party, each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is named as a party and any amendment thereto and on behalf of the Trust, each State business license (and any renewal thereof) prepared by the Seller or Servicer, 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, in each case, in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof, and on behalf of the Trust, to direct the Trustee to authenticate and deliver the Class A-1 Notes in the aggregate principal amount of $        , the Class A-2[-A] Notes in the aggregate principal amount of $        , [the Class A-2-B Notes in the aggregate principal amount of $        ,] the Class A-3 Notes in the aggregate principal amount of $        [, the Class B Notes in the aggregate principal amount of $        , the Class C Notes in the aggregate principal amount of $        , the Class D Notes in the aggregate principal amount of $         and the Class E Notes in the aggregate principal amount of $        . In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the [Majority] Certificateholder[s] recommend[s] with respect to the Basic Documents so long as such activities are consistent with the terms of the Basic Documents.

(b)     At the written direction of the Certificateholder, the Owner Trustee shall sign on behalf of the Trust any applicable tax returns of the Trust, unless applicable law requires the Certificateholder[s] to sign such documents.

SECTION 5.2.     General Duties

It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing

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Agreement and to administer the Trust in the interest of the Holder[s], subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.

SECTION 5.3.     Action upon Instruction.

(a)     Subject to Article IV, the [Majority] Certificateholder[s] shall have the exclusive right to direct the actions of the Owner Trustee in the management of the Trust, so long as such instructions are not inconsistent with the express terms set forth herein or in any Basic Document. The Certificateholder[s] shall not instruct the Owner Trustee in a manner inconsistent with this Agreement or the Basic Documents.

(b)     The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

(c)     Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholder[s] requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the [Majority] Certificateholder[s] received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder[s], and shall have no liability to any Person for such action or inaction.

(d)     In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Certificateholder[s] requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such

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notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholder[s], and shall have no liability to any Person for such action or inaction.

SECTION 5.4.     No Duties Except as Specified in this Agreement or in Instructions

The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 5.3; and no implied duties (including fiduciary duties) or obligations existing at law or in equity shall be read into this Agreement or any Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any trust licensing or qualifications to do business, tax filing, financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any ownership or security interest or lien granted to it hereunder or to prepare or file any Commission filing (including any filings required pursuant to the Sarbanes-Oxley Act of 2002 or any rule or regulation promulgated thereunder) for the Trust or to record this Agreement or any Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee (solely in its individual capacity) and that are not related to the ownership or the administration of the Owner Trust Estate.

SECTION 5.5.     No Action Except under Specified Documents or Instructions

The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (b) in accordance with the Basic Documents and (c) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 5.3.

SECTION 5.6.     Restrictions

[The Owner Trustee shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.3 of this Agreement, or (b) that, to the actual knowledge of the Owner Trustee, would result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholder shall not direct the Owner Trustee to take action that would violate the provisions of this Section.][The Owner Trustee shall not take any action (i) that is inconsistent with the purposes of the Trust set forth in Section 2.3 of this Agreement, or (ii) that, to the actual knowledge of the Owner Trustee, would (A) affect the treatment of the Notes as indebtedness for United States federal income, state and local income, franchise and value added tax purposes, (B) be deemed to cause a taxable exchange of the Notes

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for federal income or state income or franchise tax purposes, (C) cause the Trust or any portion thereof to be treated as an association or publicly traded partnership taxable as a corporation for federal income, state and local income or franchise and value added tax purposes or (D) cause the Trust to be treated as other than a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section.]

SECTION 5.7.     Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties

(a)     The Owner Trustee will (i) in accordance with its obligations pursuant to Section 3.2 of the Sale and Servicing Agreement, provide prompt written notice upon the discovery of any breach of the Seller’s representations and warranties, (ii) no later than five (5) Business Days after the end of each calendar quarter, provide to the Servicer, AmeriCredit and the Seller, a notice in substantially the form of Exhibit C, or any other form agreed upon between the Owner Trustee and the Seller, which shall be deemed acceptable to the Seller unless the Seller notifies the Owner Trustee within five (5) Business Days of its receipt thereof, with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement received by a Responsible Officer of the Owner Trustee during the immediately preceding calendar quarter (or, in the case of the initial notice, since the Closing Date) and (iii) promptly upon reasonable written request by the Servicer, AmeriCredit or the Seller, provide to them any other information reasonably requested in good faith that is in actual possession of the Owner Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB.

(b)     In no event will the Owner Trustee or the Trust have any responsibility or liability in connection with (i) the compliance by the Servicer, AmeriCredit, the Seller or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB. The Owner Trustee will not have a duty to conduct any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2 of the Sale and Servicing Agreement.

ARTICLE VI.

Concerning the Owner Trustee

SECTION 6.1.     Acceptance of Trusts and Duties

(a)     The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence, (ii) in the

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case of the inaccuracy of any representation or warranty contained in Section 6.3 expressly made by the Owner Trustee, (iii) for liabilities arising from the failure of the Owner Trustee to perform obligations expressly undertaken by it in the last sentence of Section 5.4, (iv) for any investments issued by the Owner Trustee or any branch or Affiliate thereof in its commercial capacity or (v) for taxes, fees or other charges on, based on or measured by, any fees, commissions or compensation received by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(i)    the Owner Trustee shall not be liable for any error of judgment made by a Responsible Officer of the Owner Trustee (except in the case of willful misconduct, bad faith or negligence);

(ii)    the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer or the [Majority] Certificateholder[s];

(iii)    no provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iv)    the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on such Certificate, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to the Trustee, the Trust Collateral Agent, any Noteholder or [the]/[any] Certificateholder, other than as expressly provided for herein and in the Basic Documents;

(v)    the Owner Trustee shall not be liable for the default or misconduct of the Trustee, the Trust Collateral Agent or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations under this Agreement or the Basic Documents that are required to be performed by the Trustee under the Indenture or the Trust Collateral Agent or the Servicer under the Sale and Servicing Agreement;

(vi)    the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Certificateholder[s], unless the Certificateholder[s] [has]/[have] offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be

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construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of any such act;

(vii)    the Owner Trustee shall have no duty, responsibility or obligation to (or liability for failing to) monitor, supervise, confirm, verify, notify regarding or otherwise enforce the requirements or commitments applicable to any Person arising under, related to or otherwise in connection with any provision of this Agreement or any law, rule or regulation in connection with risk retention;

(viii)    in no event shall the Owner Trustee, its directors, officers, agents or employees be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Owner Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and

(ix)    the Owner Trustee shall not be deemed to have knowledge or notice of any fact or event unless a Responsible Officer of the Owner Trustee has actual knowledge or received written notice thereof.

(b)     Under no circumstances shall the Owner Trustee be liable for any representations, warranties or covenants of the Trust or any other Person (except as provided in Section 6.1(a) with regard to the Owner Trustee’s representations and warranties contained in Section 6.3) or the indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes.

SECTION 6.2.     Furnishing of Documents

The Owner Trustee shall furnish to the Certificateholder[s] promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

SECTION 6.3.     Representations and Warranties

[Owner Trustee] hereby represents and warrants to the Depositor and the Holder[s], that:

(a)     It is a Delaware corporation with trust powers, duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(b)     It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.

(c)     Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware State law, governmental rule

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or regulation governing the banking or trust powers of [Owner Trustee] or any judgment or order binding on it, or constitute any default under its charter documents or by-laws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.

(d)     The Agreement has been, or, when executed and delivered will have been, duly authorized, validly executed and delivered by [Owner Trustee] and constitutes, a valid and binding agreement of [Owner Trustee], enforceable against [Owner Trustee] in accordance with its terms, except to the extent that enforceability may (i) be subject to insolvency, reorganization, moratorium, or other similar laws, regulations or procedures of general applicability now or hereinafter in effect relating to or affecting creditor’s rights generally and (ii) be limited by general principles of equity (whether considered in a proceeding at law or in equity).

(e)     There are no proceedings or investigations pending or, to the actual knowledge of a Responsible Officer of [Owner Trustee], threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over [Owner Trustee] or its properties (i) asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might materially and adversely affect the performance by [Owner Trustee] of its obligations under, or the validity or enforceability of, this Agreement or any Basic Document.

SECTION 6.4.     Reliance; Advice of Counsel.

(a)     The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, judgment, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter, the method of the determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer, secretary or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)     In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons; provided, however, that the Owner Trustee shall use its best efforts to procure and provide to such counsel,

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accountants or other such persons all such documents and information as may be reasonably necessary for such persons to render such opinion or advice.

SECTION 6.5.     Not Acting in Individual Capacity

Except as provided in this Article VI, in accepting the trust hereby created [Owner Trustee] acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

SECTION 6.6.     Owner Trustee Not Liable for Certificate[s] or Receivables

The recitals contained herein and in the Certificate[s] (other than the signature and countersignature of the Owner Trustee on [the]/[such] Certificate) shall be taken as the statements of the Depositor and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic Document or of [the]/[such] Certificate[s] (other than the signature and countersignature of the Owner Trustee on the Certificate) or the Notes, or of any Receivable or related documents. The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to the Certificateholder[s] under this Agreement or the Noteholders under the Indenture, including, without limitation: the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor, the Servicer or any other Person with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

SECTION 6.7.     Owner Trustee May Own Notes

The Owner Trustee in its individual or any other capacity may become the owner or pledgee of the Notes and may deal with the Depositor, the Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.

SECTION 6.8.     Payments from Owner Trust Estate

All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. [Owner Trustee] or any successor thereto, in its individual

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capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

SECTION 6.9.     Doing Business in Other Jurisdictions

Notwithstanding anything contained herein to the contrary, neither [Owner Trustee] or any successor thereto, nor the Owner Trustee shall be required to take any action in any jurisdiction if the taking of such action will, even after the appointment of a co-trustee or separate trustee in accordance with Section 9.5, (a) require the consent or approval or authorization or order of or the giving of notice to, or the registration with or the taking of any other action in respect of, any State or other governmental authority or agency of any jurisdiction other than the State of Delaware; (b) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof other than the State of Delaware becoming payable by [Owner Trustee] (or any successor thereto); or (c) subject [Owner Trustee] (or any successor thereto) to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by [Owner Trustee] (or any successor thereto) or the Owner Trustee, as the case may be, contemplated hereby.

SECTION 6.10.     FATCA Information

Each Certificateholder or Holder, by acceptance of such Certificate or such interest therein, agrees to provide to the Owner Trustee, upon its reasonable request, the FATCA Information to the extent such Certificateholder or Holder is legally entitled to do so. In addition, each Certificateholder or Holder, by acceptance of such Certificate or such interest therein, agrees that the Owner Trustee has the right to withhold or deduct (and to promptly pay over, in full, to the relevant taxing authority) any amounts properly withheld or deducted under law (and without any corresponding gross-up) payable to a Certificateholder or Holder that fails to comply with the requirements of the preceding sentence.

SECTION 6.11.     Financial Crimes Enforcement Network’s Customer Due Diligence To help the government fight the funding of terrorism and money laundering activities, the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 and its implementing regulations (together, the “USA PATRIOT Act”), the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements (the “FinCEN Due Diligence Requirements”) and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (collectively, with the USA PATRIOT Act and FinCEN Due Diligence Requirements, the “Applicable Anti-Money Laundering Law”), requires all financial institutions to obtain, verify and record information that identifies each Person who opens an account. Accordingly, in order to comply with Applicable Anti-Money Laundering Law, the Owner Trustee will request on or before the Closing Date and from time to time thereafter reasonable documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person, such as a business entity, a charity, a trust or other “legal entity customer” (as defined in the FinCEN Due Diligence Requirements), the Owner Trustee may request and shall be entitled to receive from such Person reasonable documentation to verify its formation and existence as a

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legal entity, financial statements, licenses, tax identification documents, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation and information (including beneficial owners of such entities) (collectively, the “Owner Trustee Due Diligence Documents”). Failure by a Person who opens an account to provide such Owner Trustee Due Diligence Documents may result in an inability of the Owner Trustee to perform its obligations hereunder which, at the sole option of the Owner Trustee, may result in the immediate resignation of the Owner Trustee pursuant to, and subject to the requirements of Section 9.2. Notwithstanding the foregoing, if such Person who opens an account is not a legal entity customer (as defined in the FinCEN Due Diligence Requirements), in the determination of the Owner Trustee (in the Owner Trustee’s reasonable discretion), such Person shall not be required to provide to the Owner Trustee the Owner Trustee Due Diligence Documents, and any such requirement to provide such information shall be deemed satisfied.

SECTION 6.12.     Beneficial Ownership and Control of the Trust The parties hereto agree that for purposes of the Applicable Anti-Money Laundering Laws (a) the Certificateholders are and shall be deemed to be the sole beneficial owners of the Trust and (b) one or more Controlling Parties of the Certificateholders and the Administrator are, and shall deemed to be, the parties with the power and authority to control the Trust.

ARTICLE VII.

Compensation of Owner Trustee

SECTION 7.1.     Owner Trustee’s Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between AmeriCredit and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Depositor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder and under the Basic Documents. AmeriCredit shall be jointly and severally liable for the fees and expenses owing to the Owner Trustee under this Section 7.1.

SECTION 7.2.     Indemnification

The Depositor shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees, costs and expenses and including, without limitation, any legal fees, costs, and expenses incurred in connection with any enforcement (including any action, claim or suit) brought by the Owner Trustee for any indemnification or other obligation of the Depositor) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Owner Trust Estate, the administration of the Owner Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Depositor shall not be liable for or required to indemnify

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the Owner Trustee from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 6.1(a). The indemnities contained in this Section and the rights under Section 7.1 shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In any event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of the Depositor which approval shall not be unreasonably withheld. AmeriCredit shall be jointly and severally liable for the indemnification duties and obligations of the Depositor which are described in this Section 7.2.

SECTION 7.3.     Payments to the Owner Trustee

Any amounts paid to the Owner Trustee pursuant to this Article VII shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

SECTION 7.4.     Non-recourse Obligations

Notwithstanding anything in this Agreement or any Basic Document, the Owner Trustee agrees in its individual capacity and in its capacity as Owner Trustee for the Trust that all obligations of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust shall be with recourse to the Owner Trust Estate only and specifically shall be without recourse to the assets of the Holder[s].

ARTICLE VIII.

Termination of Trust Agreement

SECTION 8.1.     Termination of Trust Agreement.

(a)     The Trust shall dissolve in accordance with Section 3808 of the Statutory Trust Statute upon the maturity or other liquidation of the last Receivable (including the purchase by the Servicer at its option or by the Seller at its option of the corpus of the Trust as described in Section 10.1 of the Sale and Servicing Agreement) and the subsequent distribution of amounts in respect of such Receivables as provided in the Basic Documents; provided, however, that the rights to indemnification under Section 7.2 and the rights under Section 7.1 shall survive the dissolution of the Trust. The Seller or the Servicer shall promptly notify the Owner Trustee of any prospective dissolution pursuant to this Section. For the avoidance of doubt, except as described in Section 8.1(d), the Owner Trustee shall have no responsibility for the dissolution, or winding-up, of the Trust. The bankruptcy, liquidation, dissolution, death or incapacity of [the]/[a] Certificateholder, shall not (i) operate to terminate this Agreement or the Trust, nor (ii) entitle the Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Owner Trust Estate nor (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b)     Neither the Depositor nor [the]/[any] Certificateholder shall be entitled to revoke or terminate the Trust.

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(c)     Notice of any termination of the Trust, specifying the Distribution Date upon which the Certificateholder[s] shall surrender the Certificate[s] to the Owner Trustee for payment of the final distribution by the Certificate Paying Agent and cancellation, shall be given by the Servicer on behalf of the Owner Trustee by letter to the Certificateholder[s] mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 10.1(c) of the Sale and Servicing Agreement, stating (i) the Distribution Date upon or with respect to which final payment of the Certificate[s] shall be made upon presentation and surrender of the Certificate at the office of the Owner Trustee therein designated, (ii) the amount of any such final payment, (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of [the]/[such] Certificate[s] at the office of the Owner Trustee therein specified and (iv) interest will cease to accrue on the Certificate[s]. The Servicer on behalf of the Owner Trustee shall give such notice to the Trust Collateral Agent at the time such notice is given to the Certificateholder[s]. Upon presentation and surrender of the Certificate[s], the Certificate Paying Agent shall cause to be distributed to the Certificateholder[s] amounts distributable on such Distribution Date pursuant to Section 5.7 of the Sale and Servicing Agreement.

In the event that [the]/[a] Certificateholder shall not surrender [the]/[its] Certificate for cancellation within six (6) months after the date specified in the above-mentioned written notice, the Servicer on behalf of the Owner Trustee shall give a second written notice to the Certificateholder to surrender the Certificate for cancellation and receive the final distribution with respect thereto. If within one (1) year after the second notice the [related] Certificate shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the [related] Certificateholder concerning surrender of its Certificate, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed, subject to applicable escheat laws, by the Owner Trustee to the Holder[s].

(d)     Upon the completion of the winding up of the Trust in accordance with Section 3808 of the Statutory Trust Statute, this Agreement shall terminate and be of no further force or effect except as expressly set forth herein and the Owner Trustee, at the direction and expense of the Depositor, shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Statute.

ARTICLE IX.

Successor Owner Trustees and Additional Owner Trustees

SECTION 9.1.     Eligibility Requirements for Owner Trustee

The Owner Trustee shall at all times be a Person (a) satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (b) authorized to exercise corporate trust powers; and (c) having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or State authorities. If such Person shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or

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examining authority, then for the purpose of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 9.2.

SECTION 9.2.     Resignation or Removal of Owner Trustee

The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor and the Servicer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one (1) copy of which instrument shall be delivered to the resigning Owner Trustee and one (1) copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or the Seller may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

If at any time the Owner Trustee shall (a) cease to be eligible in accordance with the provisions of Section 9.1 and shall fail to resign after written request therefor by the Depositor, (b) be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (c) be removed as Certificate Paying Agent pursuant to Section 3.10, then the Depositor may remove the Owner Trustee by sending written notice of such removal to the Owner Trustee. If the Depositor shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly (x) appoint a successor Owner Trustee by written instrument, in duplicate, one (1) copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one (1) copy to the successor Owner Trustee, and (y) pay all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 9.3 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Depositor shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies. The Trust shall pay any costs and expenses associated with the replacement of the Owner Trustee. To the extent the Trust fails to pay any such costs or expenses before the Distribution Date following the replacement of the Owner Trustee, the Depositor shall pay such amount then outstanding.

SECTION 9.3.     Successor Owner Trustee

Any successor Owner Trustee appointed pursuant to Section 9.2 shall execute, acknowledge and deliver to the Depositor, the Servicer and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the

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rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Depositor and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.

No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 9.1.

Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Owner Trustee to the Certificateholder[s], the Trustee, the Noteholders and the Rating Agencies. If the Servicer shall fail to mail such notice within ten (10) days after acceptance of appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Servicer.

SECTION 9.4.     Merger or Consolidation of Owner Trustee

Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 9.1, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, further, that the Owner Trustee shall mail notice of such merger or consolidation or succession to the Depositor (who shall notify the Rating Agencies).

SECTION 9.5.     Appointment of Co-Trustee or Separate Trustee

Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the time be located, the Servicer and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in such Person, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Owner Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do so, the Owner Trustee shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 9.1 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 9.3.

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Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(a)     all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(b)     no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(c)     the Servicer and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.

Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Servicer.

Any separate trustee or co-trustee may at any time appoint the Owner Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE X.

Miscellaneous

SECTION 10.1.     Supplements and Amendments.

(a)     This Agreement may be amended by the Depositor and the Owner Trustee, [with the prior written consent of the Hedge Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)] and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Noteholders or the Certificateholder[s], (i) to cure any ambiguity or defect or (ii) to correct,

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supplement or modify any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee which may be based upon a certificate of the Servicer, adversely affect in any material respect the interests of any Noteholder or [any] Certificateholder.

(b)     This Agreement may also be amended from time to time[, with the prior written consent of the Hedge Provider (unless, such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)] by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, and the consent of the [Majority] Certificateholder[s] (which consent of any Holder of a Certificate or Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder) 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 or the Certificateholder[s]; provided, however, that no such amendment shall (i) 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 the Certificateholder[s] or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate balance required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes and the Certificateholder[s].

Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder[s], the Trustee[, the Hedge Provider] and the Depositor (who shall send such notification to each of the Rating Agencies).

It shall not be necessary for the consent of the Certificateholder[s], the Noteholders or the Trustee 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 the Certificateholder[s] provided for in this Agreement or in any Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.

Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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SECTION 10.2.     No Legal Title to Owner Trust Estate in Certificateholder[s]

The Certificateholder[s] shall not have legal title to any part of the Owner Trust Estate. The Certificateholder[s] shall be entitled to receive distributions in accordance with Article VIII and Article XI. No transfer, by operation of law or otherwise, of any right, title or interest of [the]/[any] Certificateholder to and in its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trust hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

SECTION 10.3.     Limitations on Rights of Others

The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder[s], the Servicer and, to the extent expressly provided herein, [the Hedge Provider,] the Trustee, the Trust Collateral Agent and the Noteholders, and 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 10.4.     Notices.

(a)     Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt personally delivered, delivered by overnight courier or mailed first-class mail or certified mail, in each case return receipt requested, and shall be deemed to have been duly given upon receipt, if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to AFS SenSub Corp., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

(b)     Any notice required or permitted to be given to [the]/[a] Certificateholder shall be given by first-class mail, postage prepaid, at the address of [the]/[such] Holder. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

(c)     Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

SECTION 10.5.     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.

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SECTION 10.6.     Counterparts and Consent to Do Business Electronically

This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 10.7.     Assignments

This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns.

SECTION 10.8.     No Recourse

[The]/[Each] Certificateholder by accepting a Certificate acknowledges that the Certificate represents a beneficial interest in the Trust only and does not represent interests in or obligations of the Seller, the Servicer, the Owner Trustee, the Trustee, or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificate or the Basic Documents.

SECTION 10.9.     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 10.10.     GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 10.11.     Servicer

(a)     The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust [the Hedge Agreement and] all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to

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prepare, file or deliver pursuant to the Basic Documents. The Owner Trustee is hereby authorized and directed to execute and deliver to the Servicer a limited power of attorney appointing the Servicer as the Trust’s agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.

(b)     It shall be the Servicer’s duty and responsibility, and not the Owner Trustee’s duty or responsibility, to cause the Trust to respond to, defend, participate in or otherwise act in connection with any regulatory, administrative, governmental, investigative or other proceeding or inquiry relating in any way to the Trust, its assets or the conduct of its business; provided, that, the Owner Trustee hereby agrees to cooperate with the Servicer and to comply with any reasonable request made by the Servicer for the delivery of information or documents to the Servicer in the Owner Trustee’s actual possession relating to any such regulatory, administrative, governmental, investigative or other proceeding or inquiry.

SECTION 10.12.     Nonpetition Covenants

(a)     To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the provisions of Section 4.5, the Certificateholder[s] shall not, prior to the date which is one (1) year and one (1) day after the termination of this Agreement with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust 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 Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

(b)     To the fullest extent permitted by applicable law, notwithstanding any prior termination of this Agreement, but subject to the provisions of Section 4.5, the Owner Trustee shall not, prior to the date which is one (1) year and one (1) day after the termination of this Agreement, with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Trust 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 Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

SECTION 10.13.     [Third Party Beneficiary]

[The Hedge Provider] shall be an express third party beneficiary of this Agreement, entitled to enforce the provisions hereof as if a party hereto.]

SECTION 10.14.     Regulation AB

The Owner Trustee acknowledges and agrees that the purpose of this Section [10.14] is to facilitate compliance by the Trust with the provisions of Regulation AB and related rules and regulations of the Commission. The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive

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guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees hereby to comply with reasonable requests made by the Servicer in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Owner Trustee shall cooperate fully with the Servicer and the Trust to deliver to the Servicer and the Trust any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Servicer to permit the Servicer and the Trust to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee reasonably believed by the Servicer to be necessary in order to effect such compliance.

SECTION 10.15.     Force Majeure

The Owner Trustee shall not be responsible for delays or failures in performance resulting directly or indirectly from forces beyond its control (including, without limitation, acts of God, strikes, work stoppages, accidents, severe weather, floods, nuclear or natural catastrophes, lockouts, riots, civil or military disturbances, acts of war or terrorism, pandemics or epidemics, any provision of any present or future law or regulation or any act of any governmental authority, and any interruption, loss or malfunction of utilities, communications, computer services (software or hardware) or Federal Reserve Bank wire service) provided such default or delay could not have been prevented by the taking of commercially reasonable precautions such as the implementation and execution of disaster recovery plans.

ARTICLE XI.

Application of Trust Funds; Certain Duties

SECTION 11.1.     Establishment of Trust Accounts

(a)     The Owner Trustee, for the benefit of the Certificateholder[s], shall cause the Certificate Paying Agent to establish and maintain in the name of the Trust a distribution non-interest bearing account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholder[s]. The Certificate Distribution Account shall be maintained as an Eligible Deposit Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

(b)     The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholder[s]. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Certificate Paying Agent shall within ten (10) Business Days establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash or any investments to such new Certificate Distribution Account; provided, however, that so long as (i) the long-term unsecured debt of the related depository institution shall have a credit rating of

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investment grade or better by a nationally recognized statistical rating organization, and (ii) such depository institution’s deposits are insured by the FDIC, such account shall be deemed to be an Eligible Deposit Account.

SECTION 11.2.     Application of Trust Funds

(a)     On each Distribution Date, the Owner Trustee shall cause the Certificate Paying Agent to distribute amounts deposited in the Certificate Distribution Account pursuant to the Sale and Servicing Agreement with respect to such Distribution Date in the following order of priority:

(i)    to make payments to the Certificateholder[s][, pro rata, in accordance with their Percentage Interest,] any remaining amount deposited therein; and

(ii)    to clear and terminate the Certificate Distribution Account upon the termination of this Agreement.

(b)     In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to [the]/[a] Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Owner Trustee or Certificate Paying Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholder[s] sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee or the Certificate Paying 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 [the]/[a] Certificateholder shall be treated as cash distributed to the Certificateholder 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-U.S. Certificateholder), the Owner Trustee or the Certificate Paying Agent may in its sole discretion withhold such amounts in accordance with this paragraph.

(c)     [Any Holder of the Certificate that is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Holder becomes a Holder, (i)(A) notify the Owner Trustee and the Certificate Paying Agent and (i)(B) provide the Owner Trustee and the Certificate Paying Agent with Internal Revenue Service form W-8BEN, W-8BEN-E, W-8ECI or W-8EXP (or successor forms), as appropriate, or (ii) notify the Owner Trustee and the Certificate Paying Agent that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Holder agrees by its acceptance of the Certificate, on an ongoing basis, to provide like certification for each taxable year and to notify the Owner Trustee and the Certificate Paying Agent should subsequent circumstances arise affecting the information provided the Owner Trustee or the Certificate Paying Agent in clauses (i) and (ii) above.] The Owner Trustee and the Certificate Paying Agent shall be fully protected in relying upon, and each Holder by its acceptance of its Certificate hereunder agrees to indemnify and hold the Owner Trustee and the Certificate Paying Agent harmless against all claims or liability of any kind arising in connection

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with or related to the Owner Trustee’s and the Certificate Paying Agent’s reliance upon any documents, forms or information provided by any Holder to the Owner Trustee and the Certificate Paying Agent.

SECTION 11.3.     Method of Payment

Distributions required to be made to the Certificateholder[s] on any Distribution Date shall be made to [the]/[each] Certificateholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of the Certificateholder at a bank or other entity having appropriate facilities therefor, if [the]/[such] Certificateholder shall have provided to the Certificate Registrar and the Certificate Paying Agent appropriate written instructions at least five (5) Business Days prior to such Distribution Date, or, if not, by check mailed to [the]/[such] Certificateholder at the address of [the]/[such] Certificateholder appearing in the Certificate Register.

[Remainder of Page Intentionally Left Blank]

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

[OWNER TRUSTEE],
as Owner Trustee
By:
	Name:
	Title:
AFS SENSUB CORP.,
as Seller
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO:
AMERICREDIT FINANCIAL SERVICES, INC.,
Solely with respect to Sections 7.1 and 7.2
By:
	Name:
	Title:

[Signature Page to Amended and Restated Trust Agreement]

EXHIBIT A

NUMBER	[Nominal Principal Amount: $[        ]]
R-1	Units: [                ]
	Percentage Interest: [    ]%
	CUSIP No. [                ]]

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS NOT TRANSFERABLE,

EXCEPT UNDER THE LIMITED CONDITIONS

SPECIFIED IN THE TRUST AGREEMENT

ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the Trust, as defined below, the property of which includes a pool of retail installment sale contracts secured by new or used automobiles, vans or light duty trucks and sold to the Trust by AFS SenSub Corp.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

(This Certificate does not represent an interest in or obligation of AFS SenSub Corp. or any of its Affiliates, except to the extent described below.)

[CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO THE SPONSOR, THE DEPOSITOR OR ANY OF THEIR AFFILIATES, (B) TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER WILL BE DEEMED TO

HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE TRUST AGREEMENT. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE OWNER TRUSTEE, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER DETERMINES OR IS NOTIFIED THAT THE HOLDER OF SUCH CERTIFICATE OR PERCENTAGE INTEREST IN SUCH CERTIFICATE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE TRUST AGREEMENT, THE ISSUER AND THE OWNER TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS CERTIFICATE OR SUCH INTEREST IN SUCH CERTIFICATE VOID AND REQUIRE THAT THIS CERTIFICATE OR SUCH INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER...EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE (OR INTEREST HEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (1) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (2) A“PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (THE “CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (3) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (1) OR (2) ABOVE IN SUCH ENTITY OR (4) ANY OTHER ENTITY THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAWS THAT ARE SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAW”). EACH PURCHASER OF A CERTIFICATE AND EACH PROSPECTIVE CERTIFICATEHOLDER, UPON ACCEPTING A BENEFICIAL INTEREST IN THIS CERTIFICATE, SHALL BE DEEMED TO MAKE ALL OF THE CERTIFICATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE TRUST AGREEMENT...EACH PURCHASER OR TRANSFEREE OF THIS CERTIFICATE AGREES THAT NO SALE OR TRANSFER OF A CERTIFICATE SHALL BE PERMITTED (INCLUDING, WITHOUT LIMITATION, BY PLEDGE OR HYPOTHECATION), AND NO SUCH SALE OR TRANSFER SHALL BE REGISTERED AS EFFECTIVE BY THE CERTIFICATE REGISTRAR IF THE SALE OR TRANSFER THEREOF INCREASES TO MORE THAN NINETY-FIVE (95) PERSONS THE TOTAL NUMBER OF BENEFICIAL OWNERS OF THE EQUITY OF THE ISSUER. FOR PURPOSES OF DETERMINING THE TOTAL NUMBER OF BENEFICIAL OWNERS, A BENEFICIAL OWNER OF AN INTEREST IN A PARTNERSHIP, GRANTOR TRUST, S CORPORATION OR OTHER FLOW-THROUGH ENTITY THAT OWNS, DIRECTLY OR THROUGH OTHER FLOW-THROUGH ENTITIES, AN EQUITY INTEREST IN THE ISSUER IS TREATED AS A BENEFICIAL OWNER OF SUCH EQUITY INTEREST IF (I) SUBSTANTIALLY ALL OF THE VALUE OF THE BENEFICIAL OWNER’S INTEREST (DIRECTLY OR INDIRECTLY) IN THE FLOW-THROUGH ENTITY IS ATTRIBUTED TO THE FLOW-THROUGH ENTITY’S INTEREST IN SUCH EQUITY INTEREST, AND (II) A PRINCIPAL PURPOSE OF THE USE OF THE FLOW-THROUGH ENTITY TO HOLD SUCH EQUITY INTEREST IS TO SATISFY THE 95 HOLDER LIMITATION SET OUT ABOVE. EACH PURCHASER OF A CERTIFICATE AND EACH PROSPECTIVE CERTIFICATEHOLDER, UPON

A-2

ACCEPTING A BENEFICIAL INTEREST IN A CERTIFICATE, SHALL BE DEEMED TO MAKE ALL OF THE CERTIFICATIONS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THE TRUST AGREEMENT...THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $[10,000] AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. NO DISTRIBUTIONS OF MONEYS TO THE CERTIFICATEHOLDERS UNDER THE BASIC DOCUMENTS SHALL BE DEEMED TO REDUCE THE NOMINAL PRINCIPAL AMOUNT OF ANY CERTIFICATE PRIOR TO PAYMENT IN FULL OF ALL OUTSTANDING NOTES; PROVIDED, THAT THE FINAL AGGREGATE $100,000 DISTRIBUTED TO THE CERTIFICATEHOLDERS UNDER THE BASIC DOCUMENTS UPON FINAL DISTRIBUTION OF THE TRUST PROPERTY AND TERMINATION OF THE TRUST SHALL BE DEEMED TO REPAY THE AGGREGATE NOMINAL PRINCIPAL AMOUNT OF THE CERTIFICATES IN FULL; PROVIDED, FURTHER, THAT ANY FAILURE TO PAY IN FULL THE OUTSTANDING PRINCIPAL BALANCE OF A CERTIFICATE ON SUCH FINAL DISTRIBUTION DATE SHALL NOT RESULT IN ANY RECOURSE TO, CLAIM AGAINST OR LIABILITY OF ANY PERSON FOR SUCH SHORTFALL.]

THIS CERTIFIES THAT [AFS SenSub Corp.]/[CEDE & CO.] is the registered owner of a nonassessable, fully-paid, beneficial ownership interest in certain distributions of AmeriCredit Automobile Receivables Trust 20    -     (the “Trust”) formed by AFS SenSub Corp., a Nevada corporation (the “Seller”).

The Trust was created pursuant to a Trust Agreement, dated as of             , 20    , as amended and restated as of             , 20     (the “Trust Agreement”), between the Seller and [Owner Trustee], as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement.

This is the duly authorized Certificate designated as “Asset Backed Certificate” (herein called the “Certificate”). Also issued under the Indenture, dated as of             , 20    , among the Trust and [Trustee], as trustee and trust collateral agent, are [             classes of Notes designated as “Class A-1     % Asset Backed Notes” (the “Class A-1 Notes”), “Class A-2[-A]     % Asset Backed Notes” (the “Class A-2[-A] Notes”), [“Class A-2-B Floating Rate Asset Backed Notes” (the ““Class A-2-B Notes”),] and “Class A-3     % Asset Backed Notes” (the “Class A-3 Notes” and together with the Class A-1 Notes, the Class A-2[-A] Notes [the Class A-2-B Notes], the “Class A Notes”), “Class B     % Asset Backed Notes” (the “Class B Notes”), “Class C     % Asset Backed Notes” (the “Class C Notes”), “Class D     % Asset Backed Notes” (the “Class D Notes”) and “Class E     % Asset Backed Notes” (the “Class E Notes” and collectively with the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new and used automobiles, vans or light duty trucks (the “Receivables”), all monies due thereunder on or after the [Initial] Cutoff Date, [in the case of the Initial Receivables, and the Subsequent Cutoff Date, in the case of the Subsequent Receivables,] security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance

A-3

policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement, all right, title and interest of the Seller in and to the Purchase Agreement, dated as of             , 20    , by and between AmeriCredit Financial Services, Inc. and the Seller and all proceeds of the foregoing.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable.

Distributions on this Certificate will be made as provided in the Trust Agreement or any Basic Document by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Servicer on behalf of the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

A-4

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -
By:	[OWNER TRUSTEE]
	not in its individual capacity but
	solely as Owner Trustee

Dated:             , 20	By:
	Name:
	Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is the Certificate referred to in the within-mentioned Trust Agreement.

[                    ],

	not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:

A-5

(Reverse of Certificate)

This Certificate does not represent an obligation of, or an interest in, the Seller, the Servicer, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement, the Indenture or the Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables, all as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by the Certificateholder upon written request.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Seller under the Trust Agreement at any time by the Seller and the Owner Trustee with the consent of the Majority Noteholders and the [Majority] Certificateholder[s]. Any such consent by the [Majority] Certificateholder[s] shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder[s].

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the Corporate Trust Office, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon a new Certificate evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is [Owner Trustee]. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

[This certificate may not be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code.]

[It is the intention of the parties to the Trust Agreement that, solely for federal income or state and local income, franchise and value added tax purposes, (i) the Trust will be treated as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code and (ii) the Notes will be treated as debt. By accepting this Certificate, the Certificateholder hereby agrees to take no action inconsistent with the foregoing intended tax treatment.]

[No sale or transfer of a Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate

A-6

Registrar or be effective hereunder, if the sale or transfer thereof increases to more than ninety-five (95) the sum of the number of Certificateholders. For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, a Certificate is treated as a holder of a Certificate if (i) substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in the Certificate and (ii) a principal purpose of the use of the flow-through entity to hold the Certificate is to satisfy the 95-holder limitation set out above. If using a flow-through entity to acquire a Certificate, the Certificateholder shall be deemed to have represented that it is not using the flow-through entity in order to avoid the 95-holder limitation set out above. In addition, no sale or transfer of a Certificate shall be registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to the Certificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), no member of the transferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, the Depositor is authorized at its discretion to compel such Certificateholder to sell its Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the Trust.]

The Owner Trustee and any agent of the Owner Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee nor any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate upon the payment to the Certificateholder[s] of all amounts required to be paid to it pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of all property held as part of the Trust. The Seller or the Servicer of the Receivables may at its option purchase the corpus of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of this Certificate; however, such right of purchase is exercisable, subject to certain restrictions, only as of the last day of any Collection Period as of which the Pool Balance is 10% or less of the Original Pool Balance.

This Certificate may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) any entity whose underlying assets include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the entity (collectively, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, State, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i) – (iv), a “Benefit Plan Entity”). By accepting and holding its beneficial ownership interest in its

A-7

Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan Entity.

The recitals contained herein shall be taken as the statements of the Depositor or the Servicer, as the case may be, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Certificate or of any Receivable or related document.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual or facsimile signature, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.

A-8

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)
the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing
Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.
Dated:	*
	Signature
Guaranteed:	*

* NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

EXHIBIT B

FORM OF

CERTIFICATE OF TRUST

OF

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    

THIS Certificate of Trust of AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -     (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1.    Name. The name of the statutory trust formed by this Certificate of Trust is “AmeriCredit Automobile Receivables Trust 20    -    .”

2.    Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is [Owner Trustee], [Address].

3.    Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

[OWNER TRUSTEE], not in its
individual capacity but solely as trustee of the Trust
By:
	Name:
	Title:

B-1

EXHIBIT C

Form of

Notice of Repurchase Request

[            ], 20[    ]

AmeriCredit Financial Services, Inc.

d/b/a GM Financial

as Servicer

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

GMF Leasing LLC

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102,

Attention: Chief Financial Officer

AFS SenSub Corp.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

GMF Funding Corp. c/o GM Financial

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

Re: Notice of Requests to Repurchase Receivables

Reference is hereby made to each of the Amended and Restated Trust Agreements set forth on Schedule A (each, an “Agreement”), for which [            ], a [entity type] has acted in the capacity of owner trustee (in each case, the “Owner Trustee”). This Notice is being delivered pursuant to Section 5.7 or 6.7, as applicable, of the related Agreement.

[During the period from and including [            ], 20[    ] to but excluding [            ], 20[    ], the Owner Trustee received no requests requesting that Receivables be repurchased.]

[During the period from and including [            ], 20[    ] to but excluding [            ], 20[    ], the Owner Trustee received one or more requests requesting that Receivables be repurchased. Copies of such requests received in writing are attached, and details of any such requests received orally are set forth below:

Agreement Date of Request Number of Receivables Subject to Request Aggregate Principal Balance of Receivables Subject to Request

C-2

This notice, and requests contained herein are being sent to you in connection with compliance with Rule 15Ga-1 of the Securities Exchange Act of 1934. In no event will the Owner Trustee or any of the related issuers have any responsibility or liability in connection with (i) the compliance by the related Servicer, the related Depositor or any other Person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

Capitalized terms used but not defined herein shall have the meanings given to them in the related Agreement.    

[OWNER TRUSTEE],
	not in its individual capacity but solely as Owner Trustee of the Trust
By:
	Name:
	Title:

Schedule A

Agreements

[To be provided]

C-4

EX-4.5

Exhibit 4.5

SALE AND SERVICING

AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    ,

Issuer,

AFS SENSUB CORP.,

Seller,

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer,

and

[TRUST COLLATERAL AGENT],

Trust Collateral Agent

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I Definitions			1
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitional Provisions		26
ARTICLE II Conveyance of Receivables			27
SECTION 2.1.	Conveyance of [Initial] Receivables		27
SECTION 2.2.	[Conveyance of Subsequent Receivables]		28
SECTION 2.3.	Further Encumbrance of Trust Property		31
SECTION 2.4.	Intention of the Parties		32
ARTICLE III The Receivables			33
SECTION 3.1.	Representations and Warranties of Seller		33
SECTION 3.2.	Repurchase upon Breach.		34
SECTION 3.3.	Custody of Receivable Files		35
SECTION 3.4.	Maintenance and Safekeeping of the Receivable Files		37
SECTION 3.5.	Location of Receivable Files		37
SECTION 3.6.	Access to Records		37
SECTION 3.7.	Advice of Counsel		38
SECTION 3.8.	Administration; Reports		38
SECTION 3.9.	Instructions; Authority to Act		38
SECTION 3.10.	Custodian Fee		38
SECTION 3.11.	Indemnification by the Custodian		38
SECTION 3.12.	Effective Period and Termination of Custodian		38
SECTION 3.13.	Dispute Resolution		39
ARTICLE IV Administration and Servicing of Receivables			41
SECTION 4.1.	Duties of the Servicer		41
SECTION 4.2.	Collection of Receivable Payments; Modifications of Receivables		43
SECTION 4.3.	Realization upon Receivables		44
SECTION 4.4.	Insurance		46
SECTION 4.5.	Maintenance of Security Interests in Vehicles		47
SECTION 4.6.	Covenants of Servicer		48
SECTION 4.7.	Purchase of Receivables Upon Breach of Covenant		49
SECTION 4.8.	Total Servicing Fee; Payment of Certain Expenses by Servicer		49
SECTION 4.9.	Servicer’s Certificate and Asset-Level Information.		50
SECTION 4.10.	Annual Statement as to Compliance, Notice of Servicer Termination Event		50
SECTION 4.11.	Annual Independent Public Accountants’ Reports		51
SECTION 4.12.	Access to Certain Documentation and Information Regarding Receivables		52

i

ARTICLE V Trust Accounts; Distributions; Statements to Noteholders		52
SECTION 5.1.	Establishment of Trust Accounts	52
SECTION 5.2.	[Capitalized Interest Account]	56
SECTION 5.3.	Certain Reimbursements to the Servicer	57
SECTION 5.4.	Application of Collections	57
SECTION 5.5.	[Reserved]	57
SECTION 5.6.	Additional Deposits	57
SECTION 5.7.	Distributions	57
SECTION 5.8.	Reserve Account	62
SECTION 5.9.	[Revolving Account]	63
SECTION 5.10.	Statements to Noteholders	63
SECTION 5.11.	[Calculation Agent; SOFR Determination]	64
SECTION 5.12.	[Pre-Funding Account]	65
SECTION 5.13.	[Advances]	65
ARTICLE VI [Reserved]		66
ARTICLE VII The Seller		66
SECTION 7.1.	Representations of Seller	66
SECTION 7.2.	Corporate Existence	68
SECTION 7.3.	Liability of Seller; Indemnities	69
SECTION 7.4.	Merger or Consolidation of, or Assumption of the Obligations of, Seller	70
SECTION 7.5.	Limitation on Liability of Servicer, Seller and Others	70
SECTION 7.6.	Ownership of the Certificates or Notes	70
ARTICLE VIII The Servicer		71
SECTION 8.1.	Representations of Servicer	71
SECTION 8.2.	Liability of Servicer; Indemnities	72
SECTION 8.3.	Merger or Consolidation of, or Assumption of the Obligations of the Servicer	74
SECTION 8.4.	Limitation on Liability of Servicer and Others	75
SECTION 8.5.	Delegation of Duties	75
SECTION 8.6.	Servicer Not to Resign	75
ARTICLE IX Default		76
SECTION 9.1.	Servicer Termination Event	76
SECTION 9.2.	Consequences of a Servicer Termination Event	76
SECTION 9.3.	Appointment of Successor	77
SECTION 9.4.	Notification to Noteholders	78
SECTION 9.5.	Waiver of Past Defaults	78
SECTION 9.6.	[Repayment of Advances]	78
ARTICLE X Termination		78
SECTION 10.1.	Optional Purchase of All Receivables	78

ii

ARTICLE XI Administrative Duties of the Servicer		79
SECTION 11.1.	Administrative Duties	79
SECTION 11.2.	Records	81
SECTION 11.3.	Additional Information to be Furnished to the Issuer	81
SECTION 11.4.	Review Reports	81
ARTICLE XII Miscellaneous Provisions		82
SECTION 12.1.	Amendment	82
SECTION 12.2.	Protection of Title to Trust	83
SECTION 12.3.	Notices	85
SECTION 12.4.	Assignment	85
SECTION 12.5.	Limitations on Rights of Others	86
SECTION 12.6.	Severability	86
SECTION 12.7.	Counterparts and Consent to Do Business Electronically	86
SECTION 12.8.	Headings	86
SECTION 12.9.	Governing Law	86
SECTION 12.10.	Assignment to Trust Collateral Agent	86
SECTION 12.11.	Nonpetition Covenants	87
SECTION 12.12.	Limitation of Liability of Owner Trustee and Trust Collateral Agent	87
SECTION 12.13.	Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties	88
SECTION 12.14.	Independence of the Servicer	88
SECTION 12.15.	No Joint Venture	88
SECTION 12.16.	[Replacement Hedge Agreement]	88
SECTION 12.17.	State Business Licenses	89
SECTION 12.18.	Regulation RR Risk Retention	89
SECTION 12.19.	Submission to Jurisdiction, Waiver of Jury Trial	89

SCHEDULES
Schedule A	Schedule of [Initial] Receivables
Schedule B-1	Representations and Warranties of the Seller and the Servicer Regarding the Receivables
Schedule B-2	Representations and Warranties of the Seller and the Servicer Regarding the Pool of Receivables
EXHIBITS
Exhibit A	Form of Servicer’s Certificate
[Exhibit B	Form of Subsequent Transfer Agreement]

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SALE AND SERVICING AGREEMENT dated as of             , 20    , among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    , a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and [TRUST COLLATERAL AGENT], a [entity type], as Trust Collateral Agent.

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

WHEREAS the Seller has purchased such [initial] receivables [and on each Subsequent Transfer Date the Seller will purchase subsequent 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 AmeriCredit Financial Services, Inc.;]

[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;

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

ARTICLE I

Definitions

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

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

(x)      the excess, if any, of the amount of Available Funds on such Distribution Date over the amounts payable on such Distribution Date pursuant to clauses (i) through (xix) of Section 5.7(a); and

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

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

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

[“Addition Notice” means, with respect to any transfer of Subsequent Receivables to the Issuer pursuant to Section 2.2, notice of the Seller’s election to transfer Subsequent Receivables to the Issuer, 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.]

“ADR Organization” means [The American Arbitration Association] or, if [The American Arbitration Association] no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by AmeriCredit.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

[“Advance” means, with respect to any Receivable/[Contract] and any Collection Period, payment by the Servicer of an amount equal to the amount of any Scheduled Receivables Payment that is thirty-one (31) or more days delinquent.]

“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.

“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.

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“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of             , 20    , by and among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means                     , a                     .

“Asset Review” means, for any Asset Review Notice, the performance by the Asset Representations Reviewer of each Asset Test stated in Schedule      to the Asset Representations Review Agreement for each Asset Review Receivable.

“Asset Review Notice” means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review under Section      of the Asset Representations Review Agreement.

“Asset Review Receivable” means, for any Asset Review, each Receivable that is not a Liquidated Receivable and with respect to which the related Obligor failed to make at least [90]% of the related Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for [sixty (60)] days or more from the original payment due date.

“Asset Test” means, for an Asset Review, each Test, as defined in the Asset Representations Review Agreement, in Schedule      to the Asset Representations Review Agreement to be performed by the Asset Representations Reviewer on the related Asset Review Receivables.

“Available Funds” means, with respect to any Distribution Date, the sum of (without duplication) (i) the Collected Funds for the related Collection Period, plus (ii) all Purchase Amounts deposited in the Trust Accounts during the related Collection Period, plus (iii) Investment Earnings with respect to the Trust Accounts for the related Collection Period, plus (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 for distribution pursuant to Section 5.6 and Section 5.8 of the Indenture, plus (v) the proceeds of any purchase or sale of the assets of the Trust described in Section 10.1 and plus (vi) amounts, if any, released from the Reserve Account pursuant to Section 5.8(c) on such Distribution Date[, plus (vii) the Monthly Capitalized Interest Amount with respect to such Distribution Date,] [plus (viii) [any funds on deposit in the Revolving Account (a) in excess of the amounts required to purchase Subsequent Receivables to maintain the Required Revolving Pool Balance or (b) at the termination of the Revolving Period to be deposited to the Collection Account on such Distribution Date pursuant to Section 5.9(c)]/[ if the Distribution Date which immediately follows such Collection Period is also the Mandatory Redemption Date, any Pre-Funded Amount to be deposited into the Collection Account on such Distribution Date pursuant to Section 5.7(a) hereof,] [plus (ix) any amounts received by the Trust Collateral Agent pursuant to the Hedge Agreement (less any amounts used to enter into a replacement hedge agreement),] [plus [(x)] all Advances deposited into the Collection Account by the Servicer on the related Distribution Date; provided however, that Available Funds shall not include any payments or other amounts (including Net Liquidation Proceeds and recoveries) received with respect to any (a) Purchased Receivable, the Purchase Amount for which was

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included in Available Funds with respect to such Receivable and is entitled to reimbursement from payments in respect of such Receivable or other Receivables or other amounts pursuant to Section 5.13 hereof].

“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, as of the opening of business on             , 20    ) times (iii) one-twelfth (or, in the case of the first Distribution Date, a fraction equal to (x) the number of days from and including             , 20     through and including             , 20    , divided by (y) 360) [plus (B) __% times the aggregate Principal Balance of all Subsequent Receivables sold to the Issuer during the related Collection Period times 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 Purchase Agreement, the Indenture, the Asset Representations Review Agreement, the Underwriting Agreement, [the Note Purchase Agreement,] [the Hedge Agreement,] [the Certificate Purchase Agreement] and other documents and certificates delivered in connection therewith.

“Business Day” means any day other than a Saturday, a Sunday, a legal holiday or other day on which commercial banking institutions located in Wilmington, Delaware, Fort Worth, Texas or New York, New York 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.

[“Calculation Agent” shall have the meaning set forth in Section [5.11].]

[“Capitalized Interest Account” means the account designated as such, established and maintained pursuant to Section [5.2].]

[“Capitalized Interest Account Initial Deposit” means $             deposited in the Capitalized Interest Account on the Closing Date.]

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

“Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.

“Certificateholder” means [the]/[each] Person in whose name [the]/[a] Certificate is registered.

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

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“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes.

“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 amount of the Class A Notes immediately prior to such Distribution Date over (y) the Pool Balance as of the end of the immediately preceding Collection Period and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (iii) of Section 5.7(a) on such Distribution Date.

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

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

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

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

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

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

“Class B Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal amount 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 sum of (1) the Class A Principal Parity Amount for such Distribution Date plus (2) any payments made on the Class A Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (vi) of Section 5.7(a) on such Distribution Date.

“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 (1) the Class A Principal Parity Amount plus (2) the Class B Principal Parity Amount for such Distribution Date plus (3) any payments made on the Class A Notes or the Class B Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (ix) of Section 5.7(a) on such Distribution Date.

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

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“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 amount 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 (1) the Class A Principal Parity Amount, plus (2) the Class B Principal Parity Amount plus (3) the Class C Principal Parity Amount for such Distribution Date plus (4) any payments made on the Class A Notes, the Class B Notes or the Class C Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (xii) of Section 5.7(a) on such Distribution Date.

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

“Class E Principal Parity Amount” means, with respect to any Distribution Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the aggregate remaining principal amount 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 (1) the Class A Principal Parity Amount, plus (2) the Class B Principal Parity Amount, plus (3) the Class C Principal Parity Amount, plus (4) the Class D Principal Parity Amount for such Distribution Date plus (5) any payments made on the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes as a Matured Principal Shortfall on such Distribution Date and (II) the amount of Total Available Funds remaining on deposit in the Collection Account after the funding of the items described in clauses (i) through (xv) of Section 5.7(a) on such Distribution Date.

“Closing Date” means             , 20    .

[“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.¹]

“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(a)(i).

¹ For grantor trust structure.

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“Collection Period” means, with respect to the first Distribution Date, the period beginning as of the close of business on             , 20     and ending as of the close of business on             , 20    . With respect to each subsequent Distribution Date, “Collection Period” means the period beginning as of the close of business on the last day of the second preceding calendar month and ending as of the close of business on the last day of the immediately preceding calendar month. Any amount stated “as of the close of business” shall give effect to the following calculations as determined as of the end of the day on such 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.

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

“Controlling Class” means, (i) the Class A Notes so long as any class of the Class A Notes are Outstanding, (ii) if no class of Class A Notes are Outstanding, the Class B Notes, (iii) if no Class A Notes or Class B Notes are Outstanding, the Class C Notes, (iv) if no Class A Notes, Class B Notes or Class C Notes are Outstanding, the Class D Notes or (v) if no Class A Notes, Class B Notes, Class C Notes or Class D Notes are Outstanding, the Class E Notes.

“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 [Address], and (ii) with respect to the Trustee and the Trust Collateral Agent, the principal office thereof at which at any particular time its corporate trust business shall be administered, which at the time of execution of this agreement is [Address], Attention:                     .

“Cram Down Loss” means, with respect to a Receivable that has not become a Liquidated Receivable, if the Servicer expects the Principal Balance or effective rate of interest on the Contract to be reduced by a court of appropriate jurisdiction in a proceeding related to an Insolvency Event, the Servicer’s estimate of the reduction in the Principal Balance that will be so ordered by the court.

“Credit Risk Retention Rules” shall have the meaning set forth in Section 4.9(a).

“Custodian” means AmeriCredit and any other Person named from time to time as custodian hereunder acting as agent for the Trust Collateral Agent, which Person must be acceptable to the Controlling Party (the Custodian as of the Closing Date is acceptable to the Controlling Party).

“Cutoff Date” means             , 20    /the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable].

[“DBRS” means DBRS Morningstar, Inc. or its successor.]

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

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

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

“Delinquency Rate” means, for any Collection Period, (i) the aggregate Principal Balance of all Delinquent Receivables as of the end of such Collection Period divided by (ii) the Pool Balance as of the beginning of such Collection Period.

“Delinquency Trigger” means, that (i) as of the end of any of the [first through twelfth] Collection Periods, the Delinquency Rate exceeds     %, (ii) as of the end of any of the [thirteenth through twenty-fourth] Collection Periods, the Delinquency Rate exceeds     %, (iii) as of the end of any of the [twenty-fifth through thirty-sixth] Collection Periods, the Delinquency Rate exceeds     %, (iv) as of the end of any of the [thirty-seventh through forty-eighth] Collection Period, the Delinquency Rate exceeds     % or (v) as of the end of any subsequent Collection Period, the Delinquency Rate exceeds     %.

“Delinquent Receivable” means any Receivable that is not a Liquidated Receivable and which the related Obligor fails to make at least 90% of the related Scheduled Receivables Payment by the date on which it is due and remains unpaid for more than sixty (60) days from the original payment due date.

“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, 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

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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. Department of the 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, with respect to any Collection Period, the second Business Day prior to the related Distribution Date.

“Distribution Date” means, with respect to each Collection Period, the eighteenth day of the following calendar month, or, if such day is not a Business Day, the immediately following Business Day, commencing                     , 20    . If AmeriCredit is no longer acting as Servicer, the distribution date may be a different day of the month.

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[“Early Amortization Event” means the occurrence of any of the following:

(a)      [the Three-Month Rolling Average Delinquency Ratio exceeds     %];

(b)      [the Three-Month Rolling Average Annualized Net Loss Ratio exceeds     %];

(c)      with respect to three consecutive Distribution Dates, the Revolving Account Amount exceeds     % of the initial Aggregate Principal Balance of the Receivables as of the Initial Cutoff Date at the end of the first two consecutive Distribution Dates and the Revolving Account Amount is expected to exceed     % of the initial Aggregate Principal Balance of the Receivables as of the Initial Cutoff Date at the end of the third Distribution Date (calculated as of the related Determination Date) after taking into consideration the Subsequent Receivables scheduled to be purchased on the third Distribution Date; or

(d)      a Servicer Termination Event.]

[“Electronic Chattel Paper Sub-Custodian” means [DealerTrack, Inc.], [RouteOne LLC] or another econtracting facilitator engaged by the Servicer.]

“Electronic Ledger” means the electronic master record of the retail installment sale 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 State (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) the long-term unsecured debt of such depository institution shall have a credit rating from [                    ,] [                    ] and [                    ] in one of the 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 (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

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company shall have a credit rating from Standard & Poor’s of A-1+, from Moody’s of Prime-1, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+;

(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+, from Moody’s of Prime-1, to the extent rated by DBRS or Fitch, from DBRS of R-1 (middle) and from Fitch of F1+;

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

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

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

(g)      any other investment which would satisfy the Rating Agency Condition and is consistent with the ratings of the Notes 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 Trust Collateral Agent, the Trustee or any of their respective Affiliates.

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

“FDIC” means the Federal Deposit Insurance Corporation.

[“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or at such other page as may replace such page on the website of the Federal Reserve Bank of New York.]

“Final Scheduled Distribution Date” has the meaning assigned to such term in the Indenture.

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

[“Fitch” means Fitch Ratings, Inc. or its successor.]

“Force-Placed Insurance” shall have the meaning set forth in Section 4.4.

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[“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 $[        ], (b) the date on which an Event of Default or a Servicer Termination Event occurs and (c)             , 20    .]

“General Motors Financial Company, Inc.” means General Motors Financial Company, Inc. (f/k/a AmeriCredit Corp.).

[“Hedge Account” shall have the meaning set forth in Section 5.1(h).]

[“Hedge Agreement” means the ISDA Master Agreement, dated             , 20    , between the Issuer and the Hedge Provider, including the Schedule thereto, the Credit Support Annex thereto and the Confirmation relating to the Class A-2-B Notes, together with any replacement hedge agreement[; provided, that no additional hedge agreement shall be a “Hedge Agreement” under the Basic Documents for so long as the Hedge Agreement is outstanding without the prior, written consent of the Hedge Provider, unless the Hedge Agreement has terminated].]

[“Hedge Provider” means [Hedge Provider], together with any replacement Hedge Provider.]

[“Hedge Termination Account” means the account designated as such, established and maintained pursuant to Section 5.1(a)(iv).]

[“Hedge Termination Payment” means payments due to the applicable Hedge Provider by the Issuer, including interest that may accrue thereon, under the applicable Hedge Agreement due to a termination of the applicable Hedge Agreement due to the occurrence of an “event of default” or a “termination event” under the applicable Hedge Agreement.]

“Indenture” means the Indenture dated as of             , 20    , between the Issuer and [Trust Collateral Agent], 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             , 20    .]

[“Initial Other Conveyed Property” means all monies received on the Receivables after the Initial Cutoff Date conveyed by the Seller to the Trust pursuant to Section 2.1(a) of this Agreement and all property conveyed by the Seller to the Trust pursuant to Section 2.1(b) through (i) of this Agreement.]

[“Initial Purchasers” means [Initial Purchasers] as initial purchasers of the Class E Notes pursuant to the Note Purchase Agreement.]

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a petition against such Person or the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary

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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 of such Person’s affairs, and such petition, decree or order shall remain unstayed and in effect for a period of sixty (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) 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.

“Interest Rate” means, with respect to:

(a) the Class A-1 Notes,     % per annum (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(b) the Class A-2[-A] Notes,     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

(c) [the Class A-2-B Notes, the greater of (i) SOFR plus     % per annum and (ii) 0.00% (computed on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period);

(d)] the Class A-3 Notes,     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

[(e)] the Class B Notes,     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

[(f)] the Class C Notes,     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months);

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[(g)] the Class D Notes,     % per annum (computed on the basis of a 360-day year consisting of twelve 30-day months); and

[(h)] the Class E Notes, [prior to the twenty-fourth Distribution Date,     %. From and after the twenty-fourth Distribution Date, (i) if on the twenty-fourth Distribution Date the excess of the Pool Balance over the Outstanding Amount of the Notes is equal to or greater than the greater of (1) the Pool Balance times     % minus the Specified Reserve Balance and (2) the Original Pool Balance times     %,]     % per annum (computed on the basis of a 360-day year consisting of twelve (12) 30-day months)[; or (ii) if on the twenty-fourth Distribution Date the excess of the Pool Balance over the Outstanding Amount of the Notes is less than the greater of (1) the Pool Balance times     % minus the Specified Reserve Balance and (2) the Original Pool Balance times     %,     %].

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“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.

“Issuer” means AmeriCredit Automobile Receivables Trust 20    -    .

“Issuer Secured Parties” means the Trustee in respect of the Trustee Issuer Secured Obligations.

[“Item 1122 Letter Agreement” means the Item 1122 Letter Agreement, dated as of             , 20    , between the Servicer and [Trustee], as the same may be amended and supplemented from time to time.]

“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) ninety (90) days have elapsed since the Servicer repossessed the related Financed Vehicle; provided, however, that in no case shall 10% or more of a Scheduled Receivables Payment have become two hundred ten (210) or more days delinquent in the case of a repossessed Financed Vehicle, (ii) the Servicer has determined in

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good faith that all amounts it expects to recover have been received, (iii) 10% or more of a Scheduled Receivables Payment shall have become one hundred twenty (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.

“Majority Noteholders” means the Holders of the Notes representing a majority of the Outstanding Amount of the Controlling Class; provided, that neither Holders of Notes who are employees or Affiliates of the Issuer, the Seller, the Servicer or General Motors Financial Company, Inc. nor the Notes held by such Holders shall be counted when calculating such majority of the related principal amount.

“Matured Principal Shortfall” means, with respect to any Distribution Date and for any Class of Notes which would have a remaining principal amount 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 amount 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.

[“Mandatory Redemption Date” means the earlier of (i) the Distribution Date [in             , 20    , if the last day of the Funding Period occurs in             , 20    , (ii) the Distribution Date in             , 20    , if the last day of the Funding Period occurs in             , 20    , (iii) the Distribution Date in             , 20    , if the last day of the Funding Period occurs in             , 20    , (iv) the Distribution Date in             , 20    , if the last day of the Funding Period occurs in             , 20    , and (v) the Distribution Date in             , 20    , if the last day of the Funding Period occurs in             , 20    .]/[following the occurrence of an Early Amortization Event, or if an Early Amortization Event occurs on a Distribution Date, such Distribution Date, in each case, prior to giving effect to distributions on that date made pursuant to Section 5.7[(b)] hereof or [(ii)] the Scheduled Amortization Date after giving effect to distributions on that date made pursuant to Section 5.7[(b)] hereof and any transfer of Subsequent Receivables on such date pursuant to Section 5.9[(b)] hereof.]

“Minimum Sale Price” means (i) with respect to a Receivable (x) that has become [sixty (60)] to [two hundred ten (210)] days delinquent or (y) that has become greater than [two hundred ten (210)] days delinquent and with respect to which the related Financed Vehicle has been repossessed by the Servicer and has not yet been sold at auction, the greater of (A) the product of (1)     % times (2) the Principal Balance of such Receivable and (B) the product of (1) 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, times (2) 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

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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 [two hundred ten (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                     ,                     , and                     , 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, and (y) the Pre-Funded Amount as of the prior Distribution Date, or in the case of the                      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.

“Monthly Remittance Condition” means, as of any date, that (i) AmeriCredit is the Servicer, (ii) AmeriCredit has a short-term unsecured debt rating of at least “        ” by [            ] and at least “        ” by [_____] and (iii) no Servicer Termination Event or Event of Default has occurred and is continuing.

[“Moody’s” means Moody’s Investors Service, Inc. 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.

[“Nonrecoverable Advance” means an Advance which the Servicer determines in its sole discretion is non-recoverable from payments made on or in respect of the related Receivable.]

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

“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 Amount of such Class of Notes divided by the original Outstanding Amount of such Class of Notes.

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[“Note Prepayment Amount” means, as of the Mandatory Redemption 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 Revolving Account Amount as of such Distribution Date; provided, that if the Revolving Account Amount is $100,000 or less, such amount will be applied exclusively to reduce the outstanding principal amount of the Class A-1 Notes.]

[“Note Purchase Agreement” means the Note Purchase Agreement dated as of             , 20    , among the Initial Purchasers, the Seller and the Servicer.]

“Noteholders’ Distributable Amount” means, with respect to any Distribution Date, the sum of (i) the Noteholders’ Principal Distributable Amount plus (ii) 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 such 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 (i) the Noteholders’ Monthly Interest Distributable Amount for such Distribution Date plus (ii) 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 the Class A-2-B 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 (12) 30-day months.

“Noteholders’ Monthly Interest Distributable Amount” means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class Outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), calculated (x) for the Class A-1 Notes [and the Class A-2-B 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 (12) 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 Carryover Amount” means, as of any date of determination, all or any portion of the Noteholders’ Principal Distributable Amount from the preceding Distribution Date which remains unpaid as of such date of determination.

“Noteholders’ Principal Distributable Amount” means, with respect to any Distribution Date, (other than the Final Scheduled Distribution Date for any Class of Notes), the sum of (x) the Principal Distributable Amount for such Distribution Date plus (y) the Noteholders’ Principal Carryover Amount, if any, as of the close of business on the preceding Distribution Date. The Noteholders’ Principal Distributable Amount on the Final Scheduled Distribution Date for any

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Class of Notes will equal the sum of (i) the Principal Distributable Amount for such Distribution Date, plus (ii) the Noteholders’ Principal Carryover Amount as of such Distribution Date, plus (iii) the excess of the outstanding principal amount of such Class of Notes, if any, over the amounts described in clauses (i) and (ii).

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

“Officer’s 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 recipient(s) thereof.

“Original Pool Balance” means [the sum of the aggregate] Pool Balance [of the Initial Receivables] as of the [Initial] Cutoff Date[, plus the aggregate Pool Balance of the Subsequent Receivables, if any, sold to the Issuer, 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.

“Other Conveyed Property” means [all property conveyed by the Seller to the Trust pursuant to Section 2.1(b) through (i)]/[means the Initial Other Conveyed Property and the Subsequent Other Conveyed Property].

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

“Owner Trustee” means [Owner Trustee], 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.

[“Permitted Modification” means an extension, rebate, deferral, amendment, modification or adjustment with respect to any Receivable made by the Servicer in accordance with its Servicing Policies and Procedures and: (i) such Receivable is in default, or with respect to which the Servicer believes that default is reasonably foreseeable, and the Servicer believes that such modification is necessary to preserve the value of such Receivable; (ii) such modification is not a significant modification pursuant to Treasury Regulation Section 1.1001-3 or (iii) with respect to such modification, the Servicer has delivered a certificate to the Owner Trustee to the effect that the modification will not cause the Trust to be treated for United States federal income tax purposes as other than a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.]

“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.

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

“Pool Balance” means, as of any date of determination, the aggregate Principal Balance of the Receivables (excluding Purchased Receivables and Liquidated Receivables) at the end of the preceding calendar month [plus 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 $            .]

[“Pre-Funding Account” has the meaning specified in Section 5.1(a)(v).]

[“Pre-Funding Earnings” means any Investment Earnings on amounts on deposit in the Pre-Funding Account.]

“Principal Balance” means, with respect to any Receivable, as of any date, 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 minus (ii) any Cram Down Loss in respect of such Receivable.

“Principal Distributable Amount” means, with respect to any Distribution Date, the amount equal to the excess, if any, of (x) the sum of (i) the principal portion of all Collected Funds received during the immediately preceding Collection Period (other than Liquidated Receivables and Purchased Receivables), plus (ii) the Principal Balance of all Receivables that became Liquidated Receivables during the related Collection Period (other than Purchased Receivables), plus (iii) the principal portion of the Purchase Amounts received with respect to all Receivables that became Purchased Receivables during the related Collection Period, plus (iv) the aggregate amount of Cram Down Losses that shall have occurred during the related Collection Period, plus (v) following the acceleration of the Notes pursuant to Section 5.2 of the Indenture, the amount of money or property collected pursuant to Section 5.4 of the Indenture since the preceding Determination Date by the Trust Collateral Agent for distribution pursuant to Section 5.7 over (y) the Step-Down Amount, if any, for such Distribution Date.

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

“Prospectus” means the prospectus, dated             , 20    , relating to the offering of the [list offered classes] Notes, as filed with the Commission.

“Purchase Agreement” means the Purchase Agreement between the Seller and AmeriCredit, dated as of             , 20    , 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.

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“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 [                    ,] [                    ] and [                    ]. If no such organization or successor maintains a rating on the Notes, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable Person engaged by the Seller, notice of which engagement 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 [                    ,] [                    ] and [                    ] shall have been given ten (10) days’ (or such shorter period as shall be acceptable to each of [                    ,] [                    ] and [                    ]) prior notice thereof by AmeriCredit and that [(a) with respect to                     , such Rating Agency has not notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent (or the Trustee, as applicable) in writing that such action will result in a reduction or withdrawal of the then current rating of any Class of Notes, and (b)] with respect to [                    ][                     ], such Rating Agency has notified the Seller, the Servicer, the Owner Trustee and the Trust Collateral Agent(or the Trustee, as applicable) in writing that such action will not result in a reduction or withdrawal of the then-current rating of any Class of Notes.

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

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

“Receivables” means the Contracts listed on Schedule A attached hereto [and the Subsequent Receivables listed on Schedule A to each Subsequent Transfer Agreement] (which Schedule[s] may be in an electronic format).

“Record Date” means, with respect to a Distribution Date or Redemption Date, the close of business on the Business Day immediately preceding such Distribution Date or Redemption 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. §§229.1100-229.1125, 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 releases (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506,1,531 (January 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184 (September 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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[“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.]

“Requesting Party” shall have the meaning set forth in Section 3.13(a).

“Required Pro Forma Note Balance” means, with respect to any Distribution Date, a dollar amount equal to (x) the Pool Balance as of the end of the prior calendar month minus (y) the excess of (i)     % of the Pool Balance as of the end of the prior calendar month over (ii) the Specified Reserve Balance.

[“Required Revolving Pool Balance” means, for any Distribution Date during the Revolving Period, the amount equal to a fraction, the numerator of which is the Pro Forma Note Balance for the Distribution Date and the denominator of which is     %].

[“Required Rate” means [(a)]     %, [with respect to the [Initial] Cutoff Date and any Distribution Date on or prior to the date on which the [Class A-2-B Notes] are paid in full, or, (b)     %], with respect to any Distribution Date [after [the Class A-2-B Notes] are paid in full,] or[, in each case,] such other percentage approved by the Rating Agencies.] [If no Class A-2-B Notes are issued, the Required Rate will step down from     % to     % on the first Distribution Date and remain at this level for each period thereafter. [For the avoidance of doubt, no Class A-2-B Notes were issued by the Issuer.]]

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

[“Revolving Account Amount” means, as of any date of determination, the amount on deposit in the Revolving Account after giving effect to all deposits thereto pursuant to Section 5.7[(b)] hereof on such date and withdrawals therefrom pursuant to Section 5.9[(b)] hereof on such date.]

[“Revolving Period” means the period beginning on the Closing Date (including collections received after the Initial Cutoff Date) and ending on the earlier to occur of (i) the Scheduled Amortization Date (after giving effect to distributions made pursuant to Section 5.7[(b)] hereof on such date and any transfers of Subsequent Receivables on such date pursuant to Section 5.9[(b)]) and (ii) the date on which an Early Amortization Event occurs (prior to giving effect to distributions made pursuant to Section 5.7[(b)] hereof on such date, if such date is a Distribution Date).]

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

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

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

“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.

“Retained Interest” shall have the meaning set forth in Section 12.18(a).

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

“Sale and Servicing Agreement Collateral” shall have the meaning set forth in Section 2.4.

“Schedule of Receivables” means the schedule of all motor vehicle retail installment sale 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 Issuer] (which Schedule may be in the form of microfiche or a disk).

“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 [or the applicable Subsequent Transfer 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.

“Securities Act” means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor statute.

“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.

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“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 Officer’s Certificate of the Servicer delivered pursuant to Section 4.9, substantially in the form of Exhibit A.

“Servicing Fee” shall have the meaning set forth in Section 4.8.

“Servicing Fee Rate” means ___% per annum.

“Servicing Policies and Procedures” means the customary servicing policies and procedures of AmeriCredit relating to motor vehicle retail installment sales contracts or promissory notes made by AmeriCredit or an Originating Affiliate or acquired by AmeriCredit or an Originating Affiliate, as such policies and procedures may be updated from time to time.

“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 (i) the fixed rate of interest on such obligation times (ii) 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.

[“SOFR” means, for any Interest Period, the following rate, as determined by the Calculation Agent:

(a) [the compounded average of the secured overnight financing rate over a rolling 30-calendar day period, as such rate is published by the Relevant Governmental Body on the Federal Reserve Bank of New York’s Website under [“30-Day Average SOFR”] at 3:00 p.m., New York time, on the SOFR Determination Date; and

(b) if the rate does not appear on the Federal Reserve Bank of New York’s Website, the rate that was published at 3:00 p.m., New York time, on the first preceding SOFR Determination Date for which such rate was published on the Federal Reserve Bank of New York’s Website under [“30-Day Average SOFR.”]]

(a) [the compounded average of the secured overnight financing rate over the related Interest Period, as such rate is published by the Relevant Governmental Body, on the Federal Reserve Bank of New York’s Website at 3:00 p.m., New York time, on the SOFR Determination Date;

(b) if the rate does not appear on the Federal Reserve Bank of New York’s Website, the rate that was published at 3:00 p.m., New York time, on the first preceding SOFR Determination Date for which such rate was published on the Federal Reserve Bank of New York’s Website;] [Note that additional conforming changes may be made in connection with the calculation, determination or reporting which

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may include a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period.]

(a) Term SOFR. [Note that additional conforming changes in the transaction documents may be made in connection with the calculation, determination or reporting of Term SOFR.]

[“SOFR Business Day” means a business day determined in accordance with the SOFR publication calendar of the Federal Reserve Bank of New York.]

[“SOFR Determination Date” means the date that is two (2) SOFR Business Days before the first day of the applicable Interest Period.]

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

“Specified Reserve Balance” means, with respect to any Distribution Date, an amount [determined by AmeriCredit prior to the Closing Date, provided, that such amount is not less than]/[equal to] ___% of the Pool Balance as of the [Initial] Cutoff Date [plus, during the Funding Period, the amount on deposit in the Pre-Funding Account]; provided, [further,] that the Specified Reserve Balance will in no event exceed the Outstanding Amount of the Notes on such Distribution Date after giving effect to distributions pursuant to clauses (i) through [(xviii)] of Section 5.7(a).

[“Standard & Poor’s” means S&P Global Ratings, a division of S&P Global Inc., or its successor.]

“State” means any one of the fifty (50) states of the United States of America, and/or the District of Columbia.

“Step-Down Amount” means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than __% of the initial aggregate principal balance of the Receivables.

[“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 Issuer pursuant to Section 2.2(a)(ii) through (a)(ix) of this Agreement and the related Subsequent Transfer Agreement.]

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[“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, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.]

[“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 Transfer Agreement” means the agreement among the Issuer, the Seller and the Servicer, substantially in the form of Exhibit B, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.]

[“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 Issuer pursuant to this Agreement, and a Subsequent Transfer Agreement is executed and delivered to the Issuer.]

“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.

[“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.]

[“Three-Month Rolling Average Delinquency Rate” means, for any Distribution Date during the Revolving Period, beginning with the [                    ] Distribution Date, a rolling three month average of the ratio for each of the three immediately preceding calendar months, expressed as a percentage, of (i) the aggregate Principal Balance of the Receivables over          days delinquent (excluding any Receivables with respect to which the Servicer has repossessed the related Financed Vehicle or which have become Liquidated Receivables) as of the end of the related calendar month, to (ii) the Pool Balance as of the last day of the related calendar month prior to giving effect to any payment activity on such date.]

[“Three-Month Rolling Average Annualized Net Loss Ratio” means, for any Distribution Date during the Revolving Period, beginning with the                      Distribution Date, a rolling three month average of the ratio for each of the three immediately preceding calendar months, expressed as a percentage, of (i) (a) the sum of (A) the aggregate Principal Balance of Liquidated Receivables for the related calendar month minus Net Liquidation Proceeds received with respect to the Receivables during the related calendar month plus (B) aggregate Cram Down Losses for the related calendar month, to (b) the Pool Balance as of the last day of the related calendar month prior to giving effect to any payment activity on such date, multiplied by (ii) twelve.]

“Total Available Funds” shall have the meaning set forth in Section 5.7(a).

[“Treasury Regulations” shall mean regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or

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temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.]

“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” shall have the meaning set forth in Section 5.1.

“Trust Agreement” means the Trust Agreement dated as of             , 20    , between the Seller and the Owner Trustee, as amended and restated as of             , 20    , 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 Property” means the property and proceeds conveyed pursuant to Section 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 Collection Account (including all Eligible Investments therein and all proceeds therefrom), [the Pre-Funding Account (including all Eligible Investments therein and all proceeds therefrom)], [the Hedge Agreement,] [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.

“Underwriters” means each of [list underwriters].

“Underwriting Agreement” means the Underwriting Agreement, dated as of             , 20    , among the Seller, the Servicer and [representatives], as representatives of the Underwriters named therein.

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.

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(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 an amount equal to the book value of the Receivables sold by the Seller, as set forth on the books and records of the Seller [and the other amounts to be distributed from time to time to the Seller in accordance with the terms of this Agreement], the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the Seller’s obligations set forth herein) and the Issuer hereby purchases, all right, title and interest of the Seller in and to the property listed in clauses (a) – (i) below, whether now owned or existing or hereafter acquired or arising. The foregoing consideration will be paid by the Issuer using 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

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the terms of this Agreement and the balance will be deemed a capital contribution from the Seller to the Issuer.

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

(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 Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

(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, 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 5.11(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 Seller’s obligations set forth herein), and the Issuer hereby purchases, all right, title and interest of the Seller in and to the following property, 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 related Subsequent Cutoff Date;

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(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;

(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 received from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer 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 the related Subsequent Purchase Agreement, and the delivery requirements, representations and warranties and the cure and repurchase obligations of AmeriCredit under the related 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) above; and

(ix)      all proceeds and investments with respect to items (i) through (viii) above.

(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 Trust Collateral Agent and the Owner Trustee a duly executed Subsequent Transfer Agreement and Subsequent Purchase Agreement which shall include supplements to Schedule A, listing the related 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 related Subsequent Receivables;

(iv)      as of the related Subsequent Transfer Date, (A) neither AmeriCredit nor the Seller shall be insolvent and shall not become insolvent as a result of the transfer of

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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 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 Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date shall meet the eligibility criteria set forth in clauses [(A) through (M) of paragraph number 20] of Schedule B-1 to the Purchase Agreement;

(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 Issuer pursuant to this Agreement;

(ix)      the Seller shall have taken any action required to maintain the first priority perfected ownership interest of the Issuer in the Owner Trust Estate and the first priority perfected security interest of the Trust Collateral Agent in the Sale and Servicing Agreement 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)(i) as well as bring-down letters relating to the following opinions delivered at the Closing Date: (A) corporate and security interest opinion of                     , (B) true sale and non-consolidation opinion of                     , (C) in-house opinion of AmeriCredit and (D) UCC and security interest opinion relating to the Indenture of                     ; [and]

(xiii)    [on the              Distribution Date during the Revolving Period and, if later, on the final Distribution Date during the Revolving Period, the Seller shall have delivered to the Rating Agencies and the Opinions of Counsel with respect to the

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transfer of all Subsequent Receivables that have been transferred to the Trust (A) since the Closing Date (with respect to the Opinions of Counsel delivered on such sixth Distribution Date or on the final Distribution Date of the Revolving Period if such Distribution Date precedes the sixth Distribution Date) or (B) since such sixth Distribution Date (with respect to the Opinions of Counsel delivered on the final Distribution Date if such Distribution Date occurs after the sixth Distribution Date), in each case substantially in the form of the Opinions of Counsel delivered to the Rating Agencies and the Insurer on the Closing Date with respect to certain true sale, non-consolidation and bankruptcy matters, certain security interest and UCC matters under Delaware law, certain security interest and UCC matters under Nevada law and certain security interest and UCC matters under New York law;]

(xiv)      [on each Subsequent Transfer Date during the Revolving Period on which Opinions of Counsel are not being provided as specified in clause [(xiii)] above, AmeriCredit and the Seller will provide to the addressees of the security interest and true sale opinions of                      dated as of the Closing Date the Officer’s Certificates defined in each opinion as such Officer’s Certificate relates to the Subsequent Receivables being transferred on such Subsequent Transfer Date; and]

(xv)      the Seller shall have delivered to the Trust Collateral Agent an Officer’s 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 Issuer, at a price equal to the Purchase Amount thereof, in the manner specified in [Section 4.7.]]

(xvi)

SECTION 2.3.      Further Encumbrance of Trust Property.

(a)      Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section[s] 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 Certificate[s] shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder[s] 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 Certificate[s], remain as covenants of the Issuer for the benefit of the Certificateholder[s],

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enforceable by the Certificateholder[s] 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 the Certificateholder[s].

(d)    The Trust Collateral Agent shall, at such time as there are no Notes or Certificate[s] outstanding and all sums due to the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to 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 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 a 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[s] 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 for the benefit of the Issuer Secured Parties, 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 (excluding any Supplemental Servicing Fees)];

(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 as a result of a breach of representation or warranty in the related Dealer Agreement;

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

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(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 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.

(a)      The Seller hereby represents and warrants that each of the representations and warranties regarding the Receivables that are set forth in Schedule B-1 is true and correct and that the Issuer is deemed to have relied on such representations and warranties 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.

(b)      The Seller hereby represents and warrants that each of the representations and warranties regarding the pool of Receivables that are set forth in Schedule B-2 is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date [and as of the related Subsequent Transfer Date], but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived.

(c)      The Seller hereby represents and warrants that each of the following representations and warranties is true and correct and that the Issuer is deemed to have relied on such representations and warranties in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date [and as of the related Subsequent Transfer Date], but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Trust Collateral Agent pursuant to the Indenture and shall not be waived:

(i)      to the best of the Seller’s knowledge, each [Initial] Receivable (a) that was originated by AmeriCredit was sold by AmeriCredit to the Seller without any fraud

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or misrepresentation on the part of AmeriCredit and (b) that was originated by a Dealer was sold by the Dealer to AmeriCredit and by AmeriCredit to the Seller without any fraud or misrepresentation on the part of such Dealer or AmeriCredit, respectively;

(ii)      no [Initial] 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 [Initial] Receivable under this Agreement or pursuant to transfers of the Notes;

(iii)      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 [Initial] 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 [and as of the related Subsequent Transfer Date], the Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the [Initial] 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 [Initial] 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, ERISA or tax lien filings against it; and

(iv)      no funds have been advanced by the Seller or anyone acting on behalf of AmeriCredit in order to cause any [Initial] Receivable to qualify under the representation and warranty set forth as paragraph [19(E)] of Schedule B-1.

SECTION 3.2.      Repurchase upon Breach.

(a)      The Seller, the Servicer, the Trust Collateral Agent, the Trustee, the Trust or the Owner Trustee, as the case may be, shall inform, and any Noteholder may inform, the other parties to this Agreement (or, in the case of notice provided by the Trustee or a Noteholder, all parties of 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(a) that materially and adversely affects the interests of the Noteholders in any Receivable. If Noteholders representing [5%] or more of the Outstanding Amount of the Controlling Class inform the Trust Collateral Agent, by notice in writing, of any breach of the Seller’s representations and warranties made pursuant to Section 3.1(a), the Trust Collateral Agent shall inform the other parties to this Agreement in the manner specified in the preceding sentence on behalf of such Noteholders. Any such notice delivered by the Servicer, the Trust Collateral Agent, the Trust, the Trustee, any Noteholder or the Owner Trustee, as the case may be, shall constitute a request by such party that the Seller repurchase the affected Receivable. 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

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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(a) and the Issuer shall execute such assignments and other documents reasonably requested by such Person in order to effect such repurchase. The sole remedy of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the Noteholders with respect to a breach of representations and warranties pursuant to Section 3.1(a) 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. None of the Owner Trustee, the Trust Collateral Agent or 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 Trust Collateral Agent and the officers, directors, agents and employees thereof, and the Noteholders against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such breach.

(b)      Pursuant to Section[s] 2.1 [and 2.2] of this Agreement, the Seller conveyed to the Trust all of the Seller’s right, title and interest in its rights and benefits, but none of its obligations or burdens, under the Purchase Agreement [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 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.

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 the Subsequent Transfer Agreements] and simultaneously with the execution and delivery of this Agreement, the Trust Collateral Agent hereby revocably appoints the Custodian, and the Custodian hereby accepts 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 [(with respect to each Receivable)] [in the case of the [Initial Receivables, and on or before 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

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(ii)      The Lien Certificate (when received), and otherwise such documents, if any, that AmeriCredit keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered “doing business as” (“DBA”) name in the applicable jurisdiction) as first lienholder or secured party (including any Lien Certificate received by AmeriCredit), or, if such Lien Certificate has not yet been received, a copy of the application therefor or other documentation (which may include a dealer guaranty) that indicates that AmeriCredit has commenced procedures that will result in such Lien Certificate showing AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as secured party.

The Receivable Files are constructively delivered to the Trust Collateral Agent, as pledgee of the Issuer pursuant to the Indenture, and the Custodian hereby, as of the Closing Date [and each Subsequent Transfer Date], acknowledges receipt of the Receivable File for each Receivable listed in Schedule A hereto. No initial review or any periodic review of the Receivable Files by the Issuer, the Owner Trustee, the Trustee or the Trust Collateral Agent is required.

(b)      If the Trust Collateral Agent, or its agent, as the case may be, is acting as the Custodian pursuant to Section 3.12, the Trust Collateral Agent, or its agent, as the case may be, shall be deemed to have assumed the obligations of the Custodian (except for any liabilities incurred by the predecessor Custodian) specified in this 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; provided, that no such certificate will be required to be delivered for so long as AmeriCredit is the Servicer. Upon the sale of any Receivable pursuant to Section 4.3(c), the Servicer (if AmeriCredit is not 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; provided, that no such written request shall be required for so long as AmeriCredit is 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, 4.4(c) or 4.7.

(c)      The authoritative copy of each Contract that constitutes or evidences a Receivable which is “electronic chattel paper” (within the meaning of the UCC) will be maintained by an Electronic Chattel Paper Sub-Custodian on behalf of the Custodian for the benefit of the Trust

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Collateral Agent. The Custodian will confirm that the authoritative copy of each Contract that constitutes or evidences a Receivable which is “electronic chattel paper” does not have any marks or notations indicating it has been pledged, assigned or otherwise conveyed to any Person other than the Trust Collateral Agent. The Custodian will confirm that each Contract which is “electronic chattel paper” has been established in a manner such that (i) 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 Custodian on behalf of the Trust Collateral Agent and (ii) all revisions of the authoritative copy of each such Contract must be readily identifiable as an authorized or unauthorized revision.

(d)      The Servicer hereby agrees that upon any appointment of a successor Servicer hereunder it shall take all necessary action to transfer all of its control of any Receivables consisting of electronic chattel paper to the applicable successor Servicer (including the transfer of such electronic chattel paper to a separate electronic vault at each Electronic Chattel Paper Sub-Custodian controlled by such successor Servicer or to a separate electronic vault at such successor Servicer or export of the electronic chattel paper from the applicable electronic vault and delivery of physical copies of exported Contracts to the successor Servicer).

(e)      In its capacity as Custodian, the Servicer confirms that it is acting solely as agent of the Trust Collateral Agent with respect to the Receivables which are electronic chattel paper.

SECTION 3.4.      Maintenance and Safekeeping of the Receivable Files. The Custodian will accurately maintain and keep current the Receivable Files, including any computer systems on which the Receivable Files are electronically stored, all in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Trust Collateral Agent to comply with the Indenture. The Custodian will act with reasonable care, using that degree of skill and attention that the Custodian would exercise with respect to files relating to comparable automotive or other receivables that it services or holds for itself or others. The Custodian shall promptly report to the Trust Collateral Agent in writing any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure.

SECTION 3.5.      Location of Receivable Files. The Custodian will maintain the Receivable Files in the United States in such a manner as to permit retrieval thereof and access thereto in the manner contemplated by this Agreement. The Custodian’s records will at all times indicate that it is holding the Receivable Files on behalf of the Trust, separate from any other instruments and files that it holds.

SECTION 3.6.      Access to Records. The Custodian shall, subject only to the Custodian’s security requirements applicable to its own employees and agents having access to similar records held by the Custodian, which requirements shall be consistent with the practices it exercises with respect to similar files and records relating to comparable automotive or other receivables that it holds for itself or others, and at such times as may be reasonably imposed by the Custodian, permit only the Noteholders and the Trust Collateral Agent or their duly authorized representatives, attorneys or auditors to inspect, at the Servicer’s expense, the Receivable Files and the related accounts, records, and computer systems maintained by the

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Custodian pursuant hereto at such times as the Noteholders or the Trust Collateral Agent may reasonably request.

SECTION 3.7.      Advice of Counsel. The Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder as Custodian and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable federal or State law.

SECTION 3.8.      Administration; Reports. The Custodian shall, in general, attend to all non-discretionary details in connection with maintaining custody of the Receivable Files on behalf of the Trust Collateral Agent. In addition, the Custodian shall assist the Trust Collateral Agent generally in the preparation of any routine reports to Noteholders or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files.

SECTION 3.9.      Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Trust Collateral Agent. Such instructions may be general or specific in terms. A copy of any such instructions shall be furnished by the Trust Collateral Agent to the Trustee (if they are separate entities) and the Issuer.

SECTION 3.10.      Custodian Fee. For its services under this Agreement, the Custodian shall be entitled to reasonable compensation to be paid by the Servicer.

SECTION 3.11.      Indemnification by the Custodian. The Custodian agrees to indemnify the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee for any and all liabilities, obligations, losses, damage, payments, costs or expenses of any kind whatsoever (including the fees and expenses of counsel) that may be imposed on, incurred or asserted against the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee and their respective officers, directors, employees, agents, attorneys and successors and assigns as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files; provided, however, that the Custodian shall not be liable for any portion of any such liabilities, obligations, losses, damages, payments or costs or expenses due to the Issuer’s, the Owner Trustee’s, the Trust Collateral Agent’s or the Trustee’s or the officers’, directors’, employees’ and agents’ thereof own willful misfeasance, bad faith or gross negligence. In no event shall the Custodian be liable to any third-party for acts or omissions of the Custodian.

SECTION 3.12.      Effective Period and Termination of Custodian. AmeriCredit’s appointment as Custodian is effective as of the [Initial] Cutoff Date and will continue until terminated pursuant to this Section 3.12. So long as AmeriCredit is serving as Custodian, any termination of AmeriCredit as Servicer hereunder shall terminate AmeriCredit as Custodian. As soon as practicable after termination of its appointment as Custodian, the Custodian shall deliver, at the Custodian’s expense, the Receivable Files to the Trust Collateral Agent on behalf of the Noteholders at such place or places as the Trust Collateral Agent may designate, and the Trust Collateral Agent, or its agent, as the case may be, shall act as Custodian for such Receivable Files on behalf of the Noteholders until such time as a successor custodian has been appointed.

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If, within seventy-two (72) hours after the termination of this Agreement, the Custodian has not delivered the Receivable Files in accordance with the preceding sentence, the Trust Collateral Agent may enter the premises of the Custodian and remove the Receivable Files from such premises.

SECTION 3.13.      Dispute Resolution.

(a)      If the Servicer, the Trust, the Owner Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (the “Requesting Party”) requests that the Seller and/or AmeriCredit repurchase a Receivable due to an alleged breach of a representation and warranty in Section 5.1 of the Purchase Agreement or in Section 3.2(a) (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within one hundred eighty (180) days of the receipt of notice of the Repurchase Request by the Seller or AmeriCredit, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement, as applicable), the Requesting Party may refer the matter, in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. Noteholders representing [5%] percent or more of the Outstanding Amount of the Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration) or binding third-party arbitration, as directed by such Noteholders, on behalf of such Noteholders. The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within ninety (90) days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day period ended. The Seller and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party.

(b)      If the Requesting Party selects mediation for dispute resolution:

(i)      The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 3.13(b), the procedures in this Section 3.13(b) will control.

(ii)      A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [fifteen (15)] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.

(iii)      The mediation will start within [fifteen (15)] Business Days after the selection of the mediator and conclude within [thirty (30)] days after the start of the mediation.

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(iv)      Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)      If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13.

(c)      If the Requesting Party selects arbitration for dispute resolution:

(i)      The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control.

(ii)      A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least [fifteen (15)] years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.    The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)      The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with [thirty (30)] days of selection of the arbitrator and will be limited for each party to [two (2)] witness depositions not to exceed five (5) hours, [two (2)] interrogatories, [one (1)] document request and [one (1)] request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than [ten (10)] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than [sixty (60)] days after selection of the arbitrator and will proceed for no more than [six (6)] consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)      The arbitrator will make its final determination no later than [ninety (90)] days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable

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discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)      By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)      The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)      For each mediation or arbitration:

(i)      Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference.

(ii)      The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)      Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

ARTICLE IV

Administration and Servicing of Receivables

SECTION 4.1.      Duties of the Servicer

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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 sale contracts or promissory notes and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially comply with the Servicing Policies and Procedures. The Servicer’s duties shall include, without limitation, collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment invoices 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 and performing the other duties specified herein.

The Servicer, or if AmeriCredit is no longer the Servicer, AmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements (and shall maintain possession of the Dealer Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Dealer 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 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

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other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

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

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 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). 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 grant extensions, rebates, deferrals, amendments, modifications or adjustments with respect to any Receivable in accordance with its Servicing Policies and Procedures; provided, however, that [any such action by the Servicer is a Permitted Modification and] if the Servicer (i) extends a Receivable beyond the Collection Period immediately preceding the latest Final Scheduled Distribution Date, or (ii) reduces the Amount Financed or APR with respect to any Receivable, it [will]/[may] repurchase such Receivable in the manner provided in Section 3.2 if such change in the Receivable would materially and adversely affect the interests of the Noteholders, unless the Servicer is required to take such action by law (including, without limitation, by the Servicemembers Civil Relief Act) or court order. [Should the Servicer grant an extension, rebate, deferral, amendment, modification or adjustment with respect to any Receivable in accordance with its Servicing Policies and Procedures, but such action is not a Permitted Modification, such action shall not be a breach of this Agreement so long as the Servicer shall repurchase such Receivable in the manner provided in Section 4.7 and in such a manner as to allow the Trust to maintain its status as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.]

(c)      Subject to the proviso of the first sentence in Section 4.2(b), the Servicer or its Affiliates may engage in any marketing practice or promotion of any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables.

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(d)      The Servicer shall remit all payments by or on behalf of the Obligors received directly by the Servicer to the Collection Account as soon as practicable, but in no event later than the second Business Day after receipt thereof; provided, however, that if the Monthly Remittance Condition is satisfied, then the Servicer shall not be required to deposit into the Collection Account all payments by or on behalf of the Obligors received directly by the Servicer until noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof. For purposes of the preceding sentence, “receipt” of a payment shall mean the initial deposit thereof in the Servicer’s bank account.

(e)      [Reserved].

(f)      AmeriCredit shall not cause or permit the substitution of the Financed Vehicle relating to a Receivable unless: (i) the substitution is a replacement of the Financed Vehicle originally financed under the related Receivable; (ii) the Financed Vehicle originally financed under the related Receivable was either (x) insured under an Insurance Policy as required under Section 4.4(a) at the time of a casualty loss that is treated as a total loss under such Insurance Policy, (y) deemed to be a “lemon” pursuant to applicable State law and repurchased by the related Dealer or (z) 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 thirty (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 __% of the Original Pool Balance, (the “Substitution Limit”). In the event that the Substitution Limit is exceeded for any reason, (i) AmeriCredit shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit or (ii) if AmeriCredit is not the Servicer and the Servicer has caused substitutions to be made hereunder pursuant to the circumstances described in clause (ii)(x), above, the Servicer shall, on or before the next following Accounting Date, repurchase a sufficient number of such Receivables to cause the aggregate original Principal Balances of such Receivables to be less than the Substitution Limit.]

SECTION 4.3.      Realization upon Receivables.

(a)      In addition to the Servicer’s ability to direct the Issuer to sell Receivables pursuant to Section 4.3(c), 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

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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, 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 (or, if the Monthly Remittance Condition is satisfied, by no later than noon, New York City time, on the Business Day prior to the Distribution Date immediately following receipt thereof). The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2[(d)]) 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 or Dealer 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 or Dealer 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 or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer 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 or Dealer 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[(d)].

(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 [     (    )] 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 [    ]% of the number of Receivables in the pool as of the [Initial] Cutoff Date may be sold by the Issuer pursuant to this Section 4.3(c) in the aggregate; provided further, that the Servicer may elect to not direct the

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Issuer to sell a Receivable that has become more than [__ (__)] 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.

SECTION 4.4.      Insurance.

(a)      The Servicer shall require, in accordance with the Servicing Policies and Procedures, that each Financed Vehicle be insured by the related Obligor under the Insurance Policies referred to in paragraph [18] of Schedule B-1 hereto. Each Receivable requires the Obligor to maintain such physical loss and damage insurance, naming AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) 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 such paragraph [18] (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 the 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 shall cause itself or an Originating Affiliate, and may cause the Trust Collateral Agent (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction), 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).

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(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 Certificate. The Servicer shall retain and separately administer the right to receive payments from Obligors with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance premiums. If an Obligor makes a payment with respect to a Receivable having Force-Placed Insurance, but the Servicer is unable to determine whether the payment is allocable to the Receivable or to the Insurance Add-On Amount, the payment shall be applied first to any unpaid Scheduled Receivables Payments and then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable will be used first to pay the Principal Balance and accrued interest on such Receivable and then to pay the related Insurance Add-On Amount. If an Obligor under a Receivable with respect to which the Servicer has placed Force-Placed Insurance fails to make scheduled payments of such Insurance Add-On Amount as due, and the Servicer has determined that eventual payment of the Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required to, purchase such Receivable from the Trust for the Purchase Amount on any subsequent Determination Date. Any such Receivable, and any Receivable with respect to which the Servicer has placed Force-Placed Insurance which has been paid in full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.]

(d)      The Servicer may sue to enforce or collect upon the Insurance Policies, in its own name, if possible, or as agent of the Trust. If the Servicer elects to commence a legal proceeding to enforce an Insurance Policy, the act of commencement shall be deemed to be an automatic assignment of the rights of the Trust under such Insurance Policy to the Servicer for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Servicer may not enforce an Insurance Policy on the grounds that it is not a real party in interest or a holder entitled to enforce the Insurance Policy, the Issuer 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

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notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which the Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Trust, the Servicer hereby agrees that the designation of AmeriCredit or an Originating Affiliate (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) 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 Servicer or the successor Servicer (if no successor Servicer has been appointed, then the Trust Collateral Agent) shall take or cause to be taken such action as may, in the Opinion of Counsel to the Majority Noteholders, be necessary to perfect or re-perfect the security interests in the Financed Vehicles securing the Receivables in the name of the Trust by amending the title documents of such Financed Vehicles or by such other reasonable means as may, in the Opinion of Counsel to the Majority Noteholders, be necessary or prudent.

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

SECTION 4.6.      Covenants of Servicer. By its execution and delivery of this Agreement, the Servicer makes the following 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 Dealer 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 (A) 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

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Lien in favor of the Trust Collateral Agent for the benefit of the Noteholders and the restrictions on transferability imposed by this Agreement or (B) sign or file under the UCC 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.

SECTION 4.7.      Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, a Responsible Officer of the Trust Collateral Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of any of the covenants set forth in Sections 3.4, 3.5, 3.6, 4.5(a) or 4.6 that materially and adversely affects the interests of the Noteholders in any Receivable (including any Liquidated Receivable), 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 3.4, 3.5, 3.6, 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 Issuer, the Owner Trustee or the Trust Collateral Agent; provided, however, that AmeriCredit shall indemnify the Trust, 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. This Section shall survive the termination of this Agreement and the earlier removal or resignation of the Trustee and/or the Trust Collateral Agent.]

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 Trust Collateral Agent or the Trustee; provided, however, the Servicer shall not be required to pay taxes levied or assessed against the Trust or claims against the Trust in respect of indemnification unless such taxes and claims 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

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Trust Collateral Agent, the Trustee, the Custodian, and the Independent Accountants. Notwithstanding the foregoing, if the Servicer shall not be AmeriCredit, a successor to AmeriCredit as 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 and Asset-Level Information.

(a)      Servicer’s Certificate. No later than [noon] Eastern time on each Determination Date, the Servicer shall deliver (electronic delivery being acceptable) to the Trustee, the Owner Trustee[, the Hedge Provider] and the Trust Collateral Agent the monthly Servicer’s Certificate. The Servicer will also deliver the Servicer’s Certificate to each Rating Agency on the same date the Servicer’s Certificate is publicly available (provided that if the Servicer’s Certificate is not made publicly available, the Servicer will deliver it to each Rating Agency no later than the [twenty-fifth (25th)] of each month (or if not a Business Day, the next succeeding Business Day)). Each Servicer’s Certificate will be executed by a Responsible Officer of the Servicer and contain among other things: (i) all information necessary to enable the Trust Collateral Agent to make the distributions required by Sections 5.7(a) and 5.7(b), (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust Collateral Agent to make such statements available to Noteholders as required by Section 5.9 and (iv) solely in the case of the first monthly Servicer’s Certificate, the disclosure required by [Rule 4(c)(1)(ii)][Rule 4(c)(2)(ii)] of Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”). 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).

(b)      Asset-Level Information. On or before the fifteenth (15th) day following each Distribution Date, the Servicer will prepare a Form ABS-EE, including an asset data file and asset-related document containing the asset-level information for each Receivable for the prior Collection Period as required by Item 1A of Form 10-D.

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 and each Rating Agency, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year (regardless of whether the Seller has ceased filing reports under the Exchange Act), beginning on March     , 20    , 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

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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 Seller or the Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, 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 clause of Section 9.1.

(c)      The Servicer will deliver to the Issuer, on or before March 31 of each year, beginning on March     . 20    , 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 __, 20__, 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)      [Trust Collateral Agent] acknowledges, in its capacity as Trust Collateral Agent under this Agreement and in its capacity as 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 such action as outlined in the Item 1122 Letter Agreement to ensure compliance with the requirements of Section 4.10(d) and Section 4.11(b) and with Item 1122 of Regulation AB. Such required documentation will be delivered to the Servicer by                  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 and the Trust Collateral Agent, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if other than December 31) of each year, beginning on March __, 20__, 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 Rules 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 and the Servicer, on or before March 31 (or ninety (90) days after the end of the Issuer’s fiscal year, if

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other than December 31) of each year, beginning on March     , 20    , 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.

(a)      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 and the Trust Collateral Agent, on or before April 30 (or one hundred twenty (120) days after the end of the Servicer’s fiscal year, if other than December 31) of each year, beginning on April 30, 20__, with respect to the twelve (12) months ended the immediately preceding December 31 (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 (6) months)), a copy of the Form 10-K filed with the Commission for General Motors Financial Company, Inc., 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; provided, however, that to the extent that the Servicer or an Affiliate of the Servicer makes such information publicly available, the requirement under this Section 4.11(c) shall be deemed satisfied, and (2) upon request of the Trustee, the Owner Trustee or the Trust Collateral Agent, to issue an acknowledgement to the effect that such firm has audited the books and records of General Motors Financial Company, Inc., 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 and the Trust Collateral Agent 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.

ARTICLE V

Trust Accounts; Distributions; Statements to Noteholders

SECTION 5.1.    Establishment of Trust Accounts.

(a)    (i)      (i)           The Trust Collateral Agent, on behalf of the Noteholders, [shall establish and maintain in its own name]/[in the name of and for the benefit of the Trust shall establish] 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

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Collateral Agent on behalf of the Noteholders]/[the Trust]. 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)      [Upon receipt by the Issuer of a Hedge Termination Payment, the Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain an Eligible Deposit Account (the “Hedge Termination Account”), bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Trust Collateral Agent on behalf of the Noteholders.]

(v)      [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.]

(vi)       [The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an Eligible Deposit Account (the “Revolving 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 Revolving Account shall initially be established with the Trust Collateral Agent.]

(b)      Funds on deposit in the Collection Account, the Reserve Account and the Note Distribution Account [, [the Pre-Funding Account][, Revolving Account[,] the Capitalized Interest Account] and the [Hedge 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)[; provided that funds on deposit in the Reserve Account shall be invested only in Eligible Investments that meet the requirements of the Credit Risk Retention Rules]. Absent receipt of such written investment direction from the Servicer, funds on deposit in the Trust Accounts shall be held uninvested. All such Eligible Investments shall be held by or on behalf of the Trust Collateral Agent for the benefit of the Noteholders. Other than as permitted by the Rating Agencies, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. All Eligible Investments will be held to maturity. Each institution at which the relevant Trust Account is maintained shall

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invest the funds therein as directed in writing by the Servicer in Eligible Investments. [The Servicer acknowledges that upon its written request and at no additional cost, it has the right to receive notification after the completion of each such investment or the Trust Collateral Agent’s receipt of a broker confirmation. The Servicer agrees that such notifications will not be provided by the Trust Collateral Agent hereunder, and the Trust Collateral Agent shall make available, upon request and in lieu of notifications, periodic account statements that reflect such investment activity. No statement need be made available if no activity has occurred in the relevant Trust Account during such period.] [Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement, the other Basic Documents, or in any other document, neither the Servicer nor the Seller (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer, or engage in activities that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation Section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.]

(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 the related 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 Trust Collateral Agent or as Trustee, in accordance with their terms.

(e)    If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by [1:00 p.m.] Eastern Time (or such other time as may be agreed by the Issuer and the Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and 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 received from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in accordance with the instructions outlined in the most recent investment direction letter between the Servicer and the Trust Collateral Agent.

(f)      (i)    (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

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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 (5) Business Days (or such longer period as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.

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

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

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

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(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 their respective duties hereunder.

(h)      [The Trust Collateral Agent acknowledges that, pursuant to the provisions of the Hedge Agreement, the Hedge Provider may be required to post collateral with the Trust Collateral Agent to secure the Hedge Provider’s obligations under the Hedge Agreement. The Trust Collateral Agent agrees to establish and maintain an Eligible Deposit Account (the “Hedge Account”) to hold such collateral, at the direction of the Servicer if the Hedge Provider is required to post Collateral to secure the obligations under the Hedge 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 the Servicer, subject to and in accordance with the terms of the Hedge Agreement.]

(i)      [To the extent that (i) the funds available in the Hedge Termination Account exceed the costs of entering into a replacement Hedge Agreement or (ii) the Issuer determines not to replace the Hedge Agreement and the Rating Agency Condition is met with respect to such determination, the amounts in the Hedge Termination Account (other than funds used to pay the costs of entering into a Hedge Agreement, if applicable) shall be included in Available Funds and allocated in accordance with the priorities set forth in Section 5.7(a) on the following Distribution Date. In any other situation, amounts on deposit in the Hedge Termination Account at any time shall be invested pursuant to Section 5.1(b) and on each Distribution Date after the creation of a Hedge Termination Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (__) of Section 5.7(a), provided that in no event will the amount withdrawn from the Hedge Termination Account on such Distribution Date exceed the amount of net hedge payments that would have been required to be paid on such Distribution Date by the Hedge Provider under the terminated Hedge Agreement had there been no termination of such transaction. Any amounts remaining in the Hedge Termination Account after payment in full of the Class A-2-B Notes shall be included in Available Funds and allocated in accordance with the order of priority specified in Section 5.7(a) 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.

(b)       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.

(c)      (i) On the Distribution Dates occurring in                 ,                 , and                 , 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.]

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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[(a)](i) upon certification by the Servicer of such amounts and the provision of such information to the Trust Collateral Agent. The Servicer will additionally be entitled to receive from amounts on deposit in the Collection Account with respect to a Collection Period any amounts paid by Obligors that 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:

(a)      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.

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

SECTION 5.5.      [Reserved]

SECTION 5.6.      Additional Deposits.

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

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

(c)      [Net payments received from the Hedge Provider, if any, shall be deposited by the Trust Collateral Agent in the Collection Account.]

SECTION 5.7.      Distributions.

(a)    [No later than              .    . New York time on the Distribution Date that is the Mandatory Redemption 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 transferred and distributed [to the Note Distribution Account, the Prepayment Amount (as defined in Section 5.11(c)) in the amounts set forth in the Servicer’s Certificate for such Distribution Date]/[from the Revolving Account to the Collection Account, in immediately available funds, the Revolving Account Amount][during the Pre-Funding period, from the Capitalized Interest

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Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date.]

(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) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to 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)      [to the Hedge Provider, net payments, if any, due to it under the Hedge Agreement;]

(ii)      to the Servicer, (1) the Base Servicing Fee [(including the amount of any Nonrecoverable Advances)] for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (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, 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;

(iii)      to each of the Trustee, the Trust Collateral Agent, the Asset Representations Reviewer 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 (x) $         in the aggregate in any calendar year to the Owner Trustee, (y) $         in the aggregate in any calendar year to the Trust Collateral Agent and the Trustee) and (z) $         [each calendar month]/[in the aggregate in any calendar year] to the Asset Representations Reviewer;

(iv)      [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 Hedge Provider, Hedge Termination Payments (so long as the Hedge Provider is not a defaulting party or the sole affected party with respect to the termination of the Hedge Agreement];

(v)      [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount;

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

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

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(viii)    [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount;

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

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

(xi)      [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount;

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

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

(xiv)      [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount;

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

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

(xvii)      [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount;

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

(xix)      [after the Revolving Period,] for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount;

(xx)      [as long as the Revolving Period has not terminated, to the Revolving Account an amount equal to 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 Priority Amount [and Class E Principal Priority Amount] for the Collection Period;]

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

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

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(xxiii)      to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent and the Asset Representations Reviewer, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above;

(xxiv)      [to the Hedge Provider, any unpaid Hedge Termination Payments;] and

(xxv)      to the Certificate Distribution Account for distribution to the Certificateholder[s] in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account.

On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above.

(c)      [On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date.] On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the following order of priority:

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

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

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

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

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

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

(vii)      to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the Outstanding Amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6[(a)] of the Indenture.

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

(e)      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 5.7. 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-U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). 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.

(f)      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 (5) 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 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.

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(g)      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)      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.

(b)      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, the use of such new formula will be deemed to be approved upon the satisfaction of the Rating Agency Condition with respect to the use of such new formula, and 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[; provided that the new formula is not prohibited by the Credit Risk Retention Rules].

(c)      On each Distribution Date, the Servicer shall instruct the Trust Collateral Agent (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) (A) if the amount on deposit in the Reserve Account (without taking into account any amount on deposit in the Reserve Account representing net Investment Earnings) is less than the Specified Reserve Balance, in which case the Trust Collateral Agent shall, after payment of any amounts required to be distributed pursuant to clauses (i) through (xviii) of Section 5.7[(a) deposit in the Reserve Account the Reserve Account Deposit Amount pursuant to Section 5.7(a)(xix), and (B) if the amount on deposit in the Reserve Account, 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 of such excess as part of Available Funds on such Distribution Date.

(d)      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[; provided that amounts released from the Reserve Account shall only be used in the manner permitted under the Credit Risk Retention Rules, as determined solely by the Servicer].

(e)      Amounts properly transferred to the Certificate Distribution Account for payment to the Certificateholder[s] 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 Certificateholder[s] be required to refund any amount properly received by them.

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SECTION 5.9.    [Revolving Account].

(a)      [On each Distribution Date during the Revolving Period, the Trust Collateral Agent will deposit, on behalf of and at the written direction of the Seller, in the Revolving Account an amount equal to the Noteholders’ Principal Distributable Amount plus an amount necessary to build and or maintain the Required Revolving Pool Balance.

(b)      On each Subsequent Transfer Date, the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Revolving Account an amount equal to 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, to distribute such amount to or upon the order of the Seller.

(c)      On each Distribution Date, the Servicer will instruct the Trust Collateral Agent to transfer to the Collection Account, any amounts on deposit in the Revolving Account, after giving effect to all deposits to and distributions from the Revolving Account on such Distribution Date, in excess of the amounts required to purchase Subsequent Receivables to maintain the Required Revolving Pool Balance.

(d)      If funds remain on deposit in the Revolving Account on the date on which the Revolving Period ends the Servicer shall instruct the Trust Collateral Agent in writing to withdraw from the Revolving Account on the Mandatory Redemption Date the Revolving Account Amount and deposit an amount equal to the Note Prepayment 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 make available to each Noteholder of record a statement setting forth at least the following information as to the Notes solely to the extent such information has been received from the Servicer pursuant to Section 4.9:

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

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

(iii)      the required Reserve Account Withdrawal Amount or any excess released from the Reserve Account and included in Available Funds;

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

(v)      the Outstanding 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 and the Noteholders’ Principal 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; [and

(ix)      [for Distribution Dates during the [Revolving Period/Pre-Funding Period], the [Revolving Account Amount/Prefunding Account Amount and the amount remaining in the Capitalized Interest Account, if any] and the aggregate Principal Balance of Subsequent Receivables purchased by the Issuer on such Distribution Date; and]

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

(b)      The Trust Collateral Agent will make available each month to each Noteholder the statements referred to in Section 5.9(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.                    .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 technical assistance center at (    )             -            . The Trust Collateral Agent shall have the right to change the way the statements referred to in Section 5.9(a) above are distributed in order to make such distribution more convenient and/or more accessible to the parties entitled to receive such statements so long as such statements are only provided to the then current Noteholders. 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, Section 11.4 of the Indenture or Section 11.5 of the Indenture, as appropriate.

SECTION 5.11.    [Calculation Agent; SOFR Determination]. [Appointment. The Issuer agrees that for so long as the Class [A-2-B] Notes are Outstanding, there will be an agent appointed to calculate SOFR for each Interest Period (the “Calculation Agent”). The Issuer appoints the [Trustee] as Calculation Agent only for the purposes of determining SOFR for each Interest Period and the [Trustee] accepts the appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an Affiliate of the Issuer or its Affiliates. The Calculation Agent may not resign without a replacement having been duly appointed.]

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(b)      [SOFR Determination. On each SOFR Determination Date, the Calculation Agent will notify the Servicer and the Issuer by e-mail of SOFR for the related Interest Period. All determinations of SOFR by the Calculation Agent or the Issuer, as applicable, in the absence of manifest error, will be conclusive and binding on the Noteholders.]

SECTION 5.12.    [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 $         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     % of the Principal Balance of the Subsequent Receivables transferred to the Issuer on such Subsequent Transfer Date.

(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, which shall be deposited into the Collection Account pursuant to Section 5.1(c)) (the “Prepayment Amount”) and deposit such amount in the Note Distribution Account.]

SECTION 5.13.    [Advances].

(a)      [If, as of the end of any Collection Period, the payments received during such Collection Period by or on behalf of an Obligor in respect of a Receivable (other than a Purchased Receivable) shall be less than the related monthly payment, whether as a result of any extension granted to the Obligor or otherwise, then, at the option of the Servicer, an Advance may be deposited by the Servicer into the Collection Account on or prior to the related Distribution Date. If such calculation in respect of a Receivable results in a negative number, an amount equal to such negative amount shall be paid to the Servicer in reimbursement of any outstanding Advances. In addition, in the event that a Receivable becomes a Delinquent Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) shall, up to the amount of outstanding Advances, be withdrawn from the Collection Account and paid to the Servicer in reimbursement of such outstanding Advances. No Advances will be made with respect to the Principal Balance of Receivables. The Servicer shall not be required to make an Advance to the extent that the Servicer, in its sole discretion, shall determine that such Advance is likely to become a Nonrecoverable Advance.

(b)      Notwithstanding the provisions of [Section 5.13(a)], the Servicer shall be entitled to reimbursement for an outstanding Advance made in respect of a Receivable, without interest, from the following sources with respect to such Receivable: (i) subsequent payments made by or on behalf of the related Obligor, (ii) Net Liquidation Proceeds and recoveries and (iii) the Purchase Amount. If the Servicer determines that it has made a Nonrecoverable Advance, the Servicer shall reimburse itself, without interest, from unrelated amounts received by the Servicer

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on or in respect of the Receivables (including Net Liquidation Proceeds and all amounts received by the Servicer in connection with the repossession and sale of a Financed Vehicle (whether or not the related Receivable has been classified as a Delinquent Receivable)) to the extent it shall, concurrently with the withholding of any such amounts from deposit in or credit to the Collection Account, furnish to the Trustee an Officer’s Certificate of the Servicer setting forth the basis for the Servicer’s determination, the amount of, and Receivable with respect to which, such Nonrecoverable Advance was made and the installment or installments or other proceeds respecting which such reimbursement has been taken.]

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 and the Trust Collateral Agent 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)      Schedules of Representations. The representations and warranties set forth on the Schedules of Representations attached hereto as Schedule B-1 and Schedule B-2 are true and correct.

(b)      Organization and Good Standing. The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property transferred to the Trust.

(c)      Due Qualification. The Seller is duly qualified to do business as a foreign corporation, 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 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 Basic Documents to which the Seller is a party.

(d)      Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and the Basic Documents to which the Seller is a party and to carry out its terms and their terms, respectively; the Seller has full power and authority to sell and assign the

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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 [and the related Subsequent Transfer 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 Basic Documents to which the Seller is a party, 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 to which the Seller is a party and the fulfillment of the terms of this Agreement and the Basic Documents to which the Seller is a party 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 [and the related Subsequent Transfer 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 (i) asserting the invalidity of this Agreement or any of the Basic Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (iii) 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 (iv) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of the Notes.

(h)      Solvency. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.

(i)      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 [or any Subsequent Transfer Agreement] which has not already been obtained.

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(j)      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.

(k)      Ordinary Course of Business. The transactions contemplated by this Agreement and the Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

(l)      Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Seller is at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

(m)      Investment Company Act. Neither the Seller nor the Issuer is an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

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; provided, that a stockholder may pay fees and expenses of 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 and the Trust Collateral Agent and their respective 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 Issuer, the Owner Trustee, the Trustee 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 Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent 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 misconduct, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively.

Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). 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

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any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

SECTION 7.4.    Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an 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, (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 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 Issuer 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 Servicer, Seller and Others. The Servicer, the Seller and any of its respective directors or officers or employees or agents of the Servicer or 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. Neither the Servicer nor the Seller shall 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

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

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 in Schedule B-1 and Schedule B-2 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 the Basic Documents to which the Servicer is a party 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 Basic Documents to which the Servicer is a party 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 Basic Documents to which the Servicer is a party, and the fulfillment of the terms of this Agreement and the Basic Documents to which the Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or

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without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Servicer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties;

(g)      No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the 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.

(i)      Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of the Servicer is located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102.

(j)      Office of Foreign Assets Control. The Servicer covenants and represents that (A) neither it nor any of its Affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively, “Sanctions”) and (B) neither it nor any of its Affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or do business with any Person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or do business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any Person.

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.

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

(c)      The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, 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.

(d)      The Servicer (when the Servicer is not AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions 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.

(e)      The Servicer shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, 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 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.

(f)      AmeriCredit shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, 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 or the Trust Collateral Agent.

(g)      AmeriCredit shall indemnify the Trustee, the Owner Trustee, the Trust Collateral Agent and the respective officers, directors, agents and employees thereof against any and all loss,

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liability or expense, (including attorneys’ fees and expenses) 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 (except for errors in judgement).

(h)      Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation (including fees and expenses incurred in connection with any action or suit brought to enforce any indemnification or other obligation under the Basic Documents). 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.

(i)      When the Trustee or the Trust Collateral Agent incurs expenses after the occurrence of a Servicer Termination Event specified in Section 9.1(c) 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.

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

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 (a) into which AmeriCredit may be merged or consolidated, (b) resulting from any merger or consolidation to which AmeriCredit shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (d) 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 covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants 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 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

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the Owner Trustee, the Trust Collateral Agent, the Trustee 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.

SECTION 8.4.      Limitation on Liability of Servicer and Others.

Neither AmeriCredit nor any of the directors or officers or employees or agents of AmeriCredit 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 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 if this provision shall not affect any liability to indemnify the Trust Collateral Agent, the Trustee and the Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages paid by the Trust Collateral Agent, the Trustee and the Owner Trustee, in their individual capacities. AmeriCredit and any director, officer, employee or agent of AmeriCredit 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.

SECTION 8.5.      Delegation of Duties. The Servicer may delegate duties under this Agreement and the other Basic Documents to which it is a party to an Affiliate of the Servicer without first obtaining the consent of any Person. The Servicer also may at any time perform specific duties through sub-contractors in accordance with the Servicing Policies and Procedures. 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 Not to Resign. Subject to the provisions of Section 8.3, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as 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 if the Majority Noteholders do not elect to waive the obligations of the Servicer 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 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 an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer.

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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 (2)] 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 (at the written direction of the Majority Noteholders) or after actual knowledge of such failure by a Responsible Officer of the Servicer;

(b)      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 [thirty (30)] days after actual knowledge thereof by a Responsible Officer of 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 (at the written direction of the Majority Noteholders);

(c)      An Insolvency Event with respect to the Servicer; or

(d)      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 [thirty (30)] days after knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Trust Collateral Agent, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured.

SECTION 9.2.      Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Trust Collateral Agent may, or at the written direction of the Majority Noteholders shall, by notice given in writing to the Servicer (and to the Trust Collateral Agent if given by the Noteholders) 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 Certificate or the Other Conveyed Property or otherwise, shall pass to, be vested in and become obligations and responsibilities of the 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

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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 terminated Servicer shall grant the Trust Collateral Agent, the successor Servicer and the Majority Noteholders reasonable access to the terminated Servicer’s premises at the terminated Servicer’s expense.

SECTION 9.3.      Appointment of Successor.

(a)      On and after the time the Servicer receives a notice of termination pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to Section 8.6, the Controlling Party may, or 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. Any 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. If no Person has accepted its appointment as successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with Section 9.2 or Section 8.6, the Trust Collateral Agent or other eligible successor servicer appointed by the Trust Collateral Agent and who has accepted such appointment, will, without further action, be automatically appointed the successor Servicer. Notwithstanding the above, if the Trust Collateral Agent is unwilling or legally unable to act as successor Servicer, it may appoint, or petition a court of competent jurisdiction to appoint, an institution whose business includes the servicing of motor vehicle receivables, as successor Servicer. All reasonable costs and expenses incurred in connection with transferring the servicing of the Receivables to the successor Servicer and amending this agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. The Trust Collateral Agent will be released from its duties and obligations as successor Servicer on the date that a new servicer agrees to appointment as successor Servicer hereunder.

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(b)    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 additional compensation as the Majority Noteholders and such successor Servicer may agree on.

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 Hedge Provider] and to the Seller (who shall promptly deliver such notice 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.

SECTION 9.6.    [Repayment of Advances]. [If the identity of the Servicer shall change, the outgoing Servicer shall be entitled to receive reimbursement for outstanding and unreimbursed Advances made pursuant to [Section 5.13] by the outgoing Servicer.]

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 [and all amounts due and payable to the Hedge Provider]. 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 the full amount of principal and interest then due and payable on the Notes [and all amounts due and payable to the Hedge Provider] 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 has received written notice 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.

(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.

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(c)      Notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee, the Trustee, 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 Certificateholder[s] will succeed to the rights of the Noteholders hereunder and the Certificateholder[s] 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, 6.9, 7.3, 8.2, 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, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation, filing or delivery 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 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

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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 a Holder (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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (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]/[each] Certificateholder[s] 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, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, 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 Form 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 (acting at the direction of the Certificateholder[s]) and, with respect to items (i), (ii), (iii) and (iv) below, the Trustee shall not have withheld consent. For the purpose of the preceding sentence, “non-ministerial matters” shall include:

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

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(ii)      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);

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

(iv)      the appointment of successor Note Registrars, successor Note 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, the Note Paying Agent or the Trustee of its obligations under the Indenture; and

(v)      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 Basic Documents, the Servicer, in its capacity hereunder, shall not be obligated to, and shall not, (i) make any payments to the Noteholders or the Certificateholder[s] under the Basic Documents, (ii) sell the Trust Property pursuant to Section 5.5 of the Indenture, (iii) take any other action that the Issuer directs the Servicer not to take on its behalf or (iv) in connection with its duties hereunder assume any indemnification obligation of any other Person.

(f)      No successor Servicer shall 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.

SECTION 11.4.    Review Reports. Upon the request of any Noteholder to the Servicer for a copy of any Review Report (as defined in the Asset Representations Review Agreement), the Servicer shall promptly provide a copy of such Review Report to such Noteholder; provided, that if the requesting Noteholder is not a Noteholder of record, such Noteholder must provide the Servicer with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer delivers such Review Report to such Noteholder; provided, further, that if such if Review Report contains personally identifiable information regarding Obligors, then the Servicer may condition its delivery of that portion of the Review Report to the requesting Noteholder on such Noteholder’s delivery to the Servicer of an agreement acknowledging that such Noteholder may use such information only for the limited purpose of assessing the nature of

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the related breaches of representations and warranties and may not use that information for any other purpose.

ARTICLE XII

Miscellaneous Provisions

SECTION 12.1.    Amendment.

(a)      This Agreement may be amended from time to time by the parties hereto, with the consent of the Trustee (which consent may not be unreasonably withheld) [and with the written consent of the Hedge Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)], but without the consent of any of the Noteholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, 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.

(b)      This Agreement may also be amended from time to time by the parties hereto, with the consent of the Trustee, [and with the written consent of the Hedge Provider (unless such amendment could not reasonably be expected to have a material adverse effect on the Hedge Provider)] and with the consent of the Majority Noteholders 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 (i) 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 (ii) reduce the aforesaid percentage of the outstanding principal amount of the Notes, the Holders of which are required to consent to any such amendment, without the consent of the Holders of all the Outstanding Notes of each class affected thereby.

Promptly after the execution of any such amendment or consent, the Trust Collateral Agent shall furnish written notification of the substance of such amendment or consent to each Noteholder and the Seller (who shall deliver such notification to the Rating Agencies [and the Hedge Provider]).

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 Issuer, as applicable, may prescribe.

(c)      Prior to the execution of any amendment to this Agreement, the Owner Trustee, the Trustee and the Trust Collateral Agent shall be entitled to receive and conclusively rely upon

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an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and, with respect to any amendment to this Agreement pursuant to Section 12.1(b), the Opinion of Counsel referred to in Section 12.2(h)(i) has been delivered. The Owner Trustee, the Trust Collateral Agent 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 or the Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

(d)      [Notwithstanding subsections (a) and (b) of this Section 12.1, this Agreement may only be amended by the Seller and the Servicer if (i) (A) the Majority Certificateholders, consent to such amendment or (B) such amendment shall not, as evidenced by an Officer’s Certificate of the Seller or the Servicer or an Opinion of Counsel delivered to the Trust Collateral Agent, the Trustee and the Owner Trustee, materially and adversely affect the interests of the Certificateholders and (ii) an Opinion of Counsel is delivered to the Trust Collateral Agent, the Trustee and the Owner Trustee providing that such amendment will not result in or cause the Issuer (or any part thereof) to be classified, for United States federal income tax purposes, as an association (or a publicly traded partnership) taxable as a corporation or as other than a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code.]

SECTION 12.2.    Protection of Title to Trust.

(a)      The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the interests of the Trust Collateral Agent in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Owner Trustee and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(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 Section 9-506 of the UCC, unless it shall have given the Owner Trustee, the Trust Collateral Agent and the Trustee at least five (5) 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 (i) 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 (ii) no such action shall be necessary to preserve and protect such interest.

(c)      Each of the Seller and the Servicer shall have an obligation to give the Owner Trustee, the Trust Collateral Agent and the Trustee at least sixty (60) days’ prior written notice of any relocation of its principal executive office or jurisdiction of organization if, as a result of such

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relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain (i) each office from which it shall service Receivables within the United States of America or Canada, and (ii) its principal executive office within the United States of America.

(d)      The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable.

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

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

(g)      Upon request, the Servicer shall furnish to the Owner Trustee or to the Trustee, within five (5) 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 Owner Trustee and the Trustee:

(i)      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

(ii)      within one hundred twenty (120) days after the beginning of each calendar year, beginning with the first calendar year beginning more than six (6) months

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after the Closing Date, an Opinion of Counsel, dated as of a date during such 120-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 (i) or (ii) 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.

(a)      All demands, notices and communications upon or to the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies (upon whom any demands, notices or communications shall be provided only by the Seller or the Servicer) under this Agreement shall be in writing, personally delivered, electronically delivered, mailed by certified mail, return receipt requested, federal express or similar overnight courier service, and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to AFS SenSub Corp., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (ii) in the case of the Servicer, to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee, (iv) in the case of the Trustee or the Trust Collateral Agent, to the applicable Corporate Trust Office of the Trustee and the Trust Collateral, (v) in the case of [                    , to                     ]; (vi) in the case of [                    , via electronic delivery to                     ; for any information not available in electronic format, hard copies should be sent to                     ]; and (vii) in the case of [                    , to                     ]. 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. Where this Agreement provides for notice or delivery of documents to the Rating Agencies, failure to give such notice or deliver such documents shall not affect any other rights or obligations created hereunder.

(b)    If AmeriCredit is no longer the Servicer, any successor Servicer shall provide any required Rating Agency notices to the Seller, who shall promptly provide such notice to the Rating Agencies.

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

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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 Owner Trustee[, the Hedge Provider] and the Noteholders, as third-party beneficiaries. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. [The Hedge Provider shall be a third-party beneficiary to the provisions of this Agreement.]

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.    Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

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

SECTION 12.9.    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

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

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SECTION 12.11.    Nonpetition Covenants.

(a)      Notwithstanding any prior termination of this Agreement, none of the Servicer, the Seller and the Trust Collateral Agent shall, prior to the date which is one (1) year and one (1) 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, neither the Servicer nor the Trust Collateral Agent shall, prior to the date that is one (1) year and one (1) day after the termination of this Agreement with respect to the Seller, acquiesce to, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or State bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

SECTION 12.12.    Limitation of Liability of Owner Trustee and Trust Collateral Agent

(a)      It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by [Owner Trustee], not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

(b)      Notwithstanding anything contained herein to the contrary, this Agreement has been executed and delivered by [Trust Collateral Agent], not in its individual capacity but solely as Trust Collateral Agent and in no event shall [Trust Collateral Agent], 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 [Trust Collateral Agent], in any of its capacities hereunder, be deemed to have assumed any duties of the Owner Trustee under the Delaware Statutory Trust

87

Act, common law, or the Trust Agreement or of the Servicer hereunder (unless it is acting as successor Servicer hereunder or is recording, registering, filing, re-recording, re-filing, or re-registering any financing statement, continuation statement or other instrument required by the Trust Collateral Agent pursuant to Section 3.5 of the Indenture or is taking any action to perfect or re-perfect the security interests in the Financed Vehicles pursuant to Section 4.5(b)).

(d)      The Trustee and the Trust Collateral Agent have the same rights, protections and immunities hereunder as they have under the Indenture as if such rights, protections and immunities were expressly set forth herein mutatis mutandis.

SECTION 12.13.    Trust Collateral Agent to Report Repurchase Demands due to Breaches of Representations and Warranties. The Trust Collateral Agent will (a) notify the Servicer, AmeriCredit and the Seller, as soon as practicable and in any event within five (5) Business Days and in the manner set forth for providing notices hereunder, of all demands or requests communicated (in writing or orally) to the Trustee or the Trust Collateral Agent for the repurchase of any Receivable pursuant to Section 5.1 of the Purchase Agreement or Section 3.2, (b) promptly upon request by the Servicer, AmeriCredit or the Seller, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act and Items 1104(e) and 1121(c) of Regulation AB, and (c) if requested by the Servicer, AmeriCredit or the Seller, provide a written certification no later than fifteen (15) days following any calendar quarter or calendar year that                      has not received any repurchase demands for such period, or if repurchase demands have been received during such period, that the Trust Collateral Agent has provided all the information reasonably requested under clause (b) above with respect to such demands. In no event will the Trust Collateral Agent or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

SECTION 12.14.    Independence of the Servicer. For all purposes of this Agreement, the Servicer shall be an independent contractor and shall not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee 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 or any Basic Document, 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 12.15.    No Joint Venture. Nothing contained in this Agreement (a) shall constitute the Servicer and any of the Issuer, the Trustee, the Trust Collateral Agent or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on any of them or (c) 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 12.16.    [Replacement Hedge Agreement]. [If the Hedge Agreement is terminated, the Issuer shall enter into a replacement Hedge Agreement with a replacement Hedge Provider in form and substance satisfactory to the Servicer and subject to satisfaction of the Rating Agency Condition. In order to pay any upfront amounts that are required to be paid to a replacement Hedge Provider in order to procure a replacement Hedge Agreement, amounts may

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be withdrawn first, from the Hedge Termination Account and second, if amounts in the Hedge Termination Account are insufficient to fund such payments, from the Collection Account.]

SECTION 12.17.    State Business Licenses . The Servicer or the Certificateholder[s] 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 Controlling Party, 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.

SECTION 12.18.    Regulation RR Risk Retention . AmeriCredit, as Sponsor, and the Depositor agree that (a) AmeriCredit will cause the Depositor to, and the Depositor will, retain [the “eligible horizontal residual interest”/“eligible vertical interest” (the “Retained Interest”) (as defined in the Credit Risk Retention Rules) on the Closing Date] [and will only use the funds on deposit in the Reserve Account as permitted by the Credit Risk Retention Rules] and (b) AmeriCredit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Retained Interest except as permitted by the Credit Risk Retention Rules].

SECTION 12.19.    Submission to Jurisdiction, Waiver of Jury Trial. Each of the parties hereto hereby irrevocably and unconditionally:

(a)      submits for itself and its property in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)      consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)      waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

[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 AUTOMOBILE RECEIVABLES TRUST 20    -    

By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee on behalf of the Trust.

By:
	Name:
	Title:

AFS SENSUB CORP.,

as Seller,

By:
	Name:
	Title:

AMERICREDIT FINANCIAL SERVICES, INC.,

as Servicer,

By:
	Name:
	Title:

[Sale and Servicing Agreement]

[TRUST COLLATERAL AGENT], not in its individual capacity but solely as Trust Collateral Agent
By:
	Name:
	Title:

[Sale and Servicing Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

[On file with AmeriCredit, the Trustee and Katten Muchin Rosenman LLP]

SCH-A-1

SCHEDULE B-1

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

REGARDING THE RECEIVABLES

1.        Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the State where AmeriCredit or each such Dealer 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, and (D) 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.        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 Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss 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 Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable State Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley 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.

3.        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, to the best of the Seller’s and the Servicer’s knowledge, 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.

4.        Schedule of Receivables. The information set forth in the Schedule of Receivables has been produced from the Electronic Ledger and was true and correct in all

SCH-B-1-1

material respects as of the close of business on the [Initial] Cutoff Date [or Subsequent Cutoff Date, as applicable].

5.        Marking Records. Each of AmeriCredit and the Seller agree 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, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

6.        Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

7.        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 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.

8.        Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer 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.”

9.        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.

10.        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.

11.        Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. 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. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

12.        Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, 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.

SCH-B-1-2

13.        Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. 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 or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

14.        Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. 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, 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). To the best of the Seller’s and the Servicer’s knowledge, as of the [applicable] Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

15.        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 owner thereof with respect to such Receivable.

16.        No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

17.        No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days), and, to the best of the Seller’s and the Servicer’s knowledge, 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.

18.        Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision

SCH-B-1-3

insurance policy, 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.

19.        Certain Characteristics of the Receivables.

(A) Each Receivable had a remaining maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      (    ) months.

(B) Each Receivable had an original maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      (    ) months.

(C) Each Receivable had a remaining Principal Balance, as of the [applicable] Cutoff Date, of at least $250 and not more than $        .

(D) Each Receivable had an Annual Percentage Rate, as of the [applicable] Cutoff Date, of at least 1% and not more than     %.

(E) No Receivable was more than thirty (30) days past due as of the [applicable] Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States or in a United Stated territory as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that 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. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the [applicable] Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the [applicable] Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

SCH-B-1-4

20.        Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

SCH-B-1-5

SCHEDULE B-2

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

REGARDING THE POOL OF RECEIVABLES

1.      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 set forth in clauses [(A) through (M) of paragraph 19] of Schedule B-1.

2.      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.

3.      Consumer Leases. No Receivable in the pool 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 U.S.C. § 1667.

SCH-B-2-1

EXHIBIT A

SERVICER’S CERTIFICATE

[EXHIBIT B]

[SUBSEQUENT TRANSFER AGREEMENT]

[Transfer No.                      of Subsequent Receivables, dated as of             , 20    , pursuant to a Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of             , 20    , among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    , a Delaware statutory trust (the “Purchaser”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and [TRUST COLLATERAL AGENT], a [entity type], in its capacity as Trust Collateral Agent.

W I T N E S S E T H:

WHEREAS pursuant to the Sale and Servicing Agreement, the Seller wishes to convey the Subsequent Receivables to the Purchaser; and

WHEREAS, the Purchaser is willing to accept such conveyance subject to the terms and conditions hereof.

NOW, THEREFORE, the Seller and the Purchaser 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,             , 20    .

“Subsequent Receivable” means any receivable listed on Schedule A hereto.

“Subsequent Transfer Date” shall mean, with respect to the Subsequent Receivables conveyed hereby,             , 20    .

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 Purchaser’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 Purchaser, 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;

Ex-B-1

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;

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

d.    any proceeds from a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

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

f.    the related Receivables Files;

g.    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 (f); and

h.    all proceed and investments with respect to items (a) through (g).

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Purchaser 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 Purchaser, 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 Purchaser, the Issuer, the Noteholders or the Certificateholder[s] to the Seller, the parties hereto intend that the Seller shall have granted to the Purchaser 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 that 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 Purchaser 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-1 to the Sale and Servicing Agreement are true and correct.

Ex-B-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 Subsequent Receivables and the Subsequent Other Conveyed Property transferred to the Purchaser.

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 in which the ownership or lease of its property or the conduct of its business requires such qualification.

d.      Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms; 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 Purchaser hereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related 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 to the Purchaser, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the Seller’s Related Documents, 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 Related Documents and the fulfillment of the terms of this Agreement and the Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or bylaws 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, the Sale & Servicing Agreement and the Indenture 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-B-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 Related Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related 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 Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder.

h.      Chief Executive Office. The chief executive office of the Seller is at [801 Cherry Street, Suite 3500, Fort Worth, Texas 76102].

i.      Legal Name. The Seller’s exact legal name is, and at all times has been, the name indicated for it on the signature page below.

j.      Organization. The Seller is, and at all times has been, a corporation organized exclusively under the laws of Nevada.

k.      Principal Balance. The aggregate Principal Balance of the Subsequent Receivables transferred by the Seller listed on Schedule A attached hereto and conveyed to the Purchaser pursuant to this Agreement as of the Subsequent Cutoff Date is $            .

l.      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.    Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as of the date of this Agreement and as of the Subsequent Transfer Date that:

a.      Organization and Good Standing. Purchaser has been duly organized and is validly existing and in good standing as a statutory trust under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Subsequent Receivables and the Subsequent Other Conveyed Property, and to transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

b.      Due Qualification. Purchaser is duly qualified to do business as a foreign entity, 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 Purchaser’s ability to acquire the Subsequent Receivables or the Subsequent Other Conveyed Property, and to

Ex-B-4

transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s Related Documents.

c.    Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

d.    No Consent Required. Purchaser is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

e.    Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

f.    No Violation. The execution, delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the certificate of incorporation or bylaws of Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than the Sale and Servicing Agreement), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over Purchaser or any of its properties.

g.    No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax

Ex-B-5

attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder[s].

6.    Conditions Precedent. The obligation of the Purchaser 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 and the Purchaser in Sections 4 and 5 of this Agreement and in Sections [3.1 and 3.2] 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.    Conditions. Upon the resale of the Subsequent Receivables sold by the Seller to the Purchaser hereunder and by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and any related Subsequent Transfer Agreement, the conditions precedent to such sale, set forth in [Section 2.2(b)] of the Sale and Servicing Agreement shall be satisfied.

c.    Additional Information. The Seller shall have delivered to the Purchaser such information as was reasonably requested by the Purchaser 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.

7.    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.

8.    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.

9.    Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Subsequent Receivables and the Subsequent Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the

Ex-B-6

Subsequent Transfer Date. The Seller acknowledges and consents to such conveyance and pledges and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s]. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s] and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s] (notwithstanding any failure by the Servicer or the Purchaser to perform its duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of the Seller under this Agreement against the Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s].

10.    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 THE 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-B-7

IN WITNESS WHEREOF, the Seller and the Purchaser 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 AUTOMOBILE RECEIVABLES TRUST 20    -    , as Purchaser
By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee on behalf of the Trust
By:
Name:
Title:
AMERICREDIT FINANCIAL SERVICES, INC.,       as Seller
By:
	Name:
	Title:

Acknowledged and Accepted:
[TRUST COLLATERAL AGENT], not in its individual capacity but solely as Trust Collateral Agent
By:
	Name:
	Title:

Ex-B-8

SCHEDULE A

[SCHEDULE OF SUBSEQUENT RECEIVABLES]

Ex-B-9

EX-5.1

Exhibit 5.1

575 Madison Avenue

New York, NY 10022-2585

212.940.8800 tel

www.katten.com

February 28, 2022

AFS SenSub Corp.

c/o AmeriCredit Financial Services, Inc.

801 Cherry Street

Fort Worth, Texas 76102

Re: Registration Statement on Form SF-3

(Registration No. 333-261851)

Ladies and Gentlemen:

We have acted as special counsel to AFS SenSub Corp., a Nevada corporation (the “Registrant”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with Asset Backed Securities (the “Notes”) which the Registrant plans to offer. As described in the Registration Statement, the Notes will be issued from time to time in series, with each series to be issued by a Delaware statutory trust (each, a “Trust”) to be formed by the Registrant under a trust agreement (each, a “Trust Agreement”) between the Registrant and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each series to be issued under and pursuant to an indenture (each, an “Indenture”) between the related Trust and an indenture trustee and a trust collateral agent named in the Indenture (the “Indenture Trustee”).

We generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of any series of Notes, and have made investigations of law and have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all the documents and records of the Registrant and other instruments of the Registrant and other persons, as we have deemed appropriate as a basis for the opinions expressed below, including the Registration Statement and the form of Trust Agreement, the form of Indenture (including the form of Notes included as an exhibit to the Indenture), the form of Underwriting Agreement and the other transaction documents and forms of transaction documents attached as exhibits to the Registration Statement (collectively, the “Agreements”).

We express no opinion except as to matters that are governed by federal law, the laws of the State of New York or the Delaware Statutory Trust Act. All opinions expressed below are based on laws, regulations and policy guidelines currently in force and may be affected by future regulations.

KATTEN MUCHIN ROSENMAN LLP

CENTURY CITY                CHARLOTTE                CHICAGO                 DALLAS                LOS ANGELES

NEW YORK                ORANGE COUNTY                SHANGHAI                WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

AFS SenSub Corp.

February 28, 2022

Page 2

Subject to the qualifications stated above, we are of the opinion that, for any series of Notes, when (a) the Indenture for the series of Notes has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Indenture for the series of Notes has been duly authorized by all necessary action and duly executed and delivered by all necessary parties for the series and (c) the Notes of the series have been duly executed and authenticated according to the provisions of the related Indenture and issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, the Notes will have been duly authorized by all necessary action of the related Trust and will be legally and validly issued, binding obligations of the Trust, fully paid and non-assessable, and the holders of the Notes will be entitled to the benefits of the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as counsel to the Registrant in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

EX-8.1

Exhibit 8.1

2900 K Street NW

North Tower - Suite 200

Washington, DC 20007-5118

202.625.3500 tel

www.katten.com

February 28, 2022

AFS SenSub Corp.

  c/o AmeriCredit Financial Services, Inc.

801 Cherry Street

Fort Worth, Texas 76102

Re: Registration Statement on Form SF-3

(Registration No. 333-261851)

Ladies and Gentlemen:

We have acted as special counsel to AFS SenSub Corp., a Nevada corporation (the “Registrant”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Registrant of Asset Backed Securities (the “Notes”). As described in the Registration Statement, the Notes will be issued from time to time in series, with each series to be issued by a Delaware statutory trust (each, a “Trust”) to be formed by the Registrant under a trust agreement (each, a “Trust Agreement”) between the Registrant and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each series to be issued under and pursuant to an indenture (each, an “Indenture”) between the related Trust and an indenture trustee and a trust collateral agent named in the Indenture (the “Indenture Trustee”). The Indenture and the Trust Agreement are referred to in this opinion as the “Agreements”.

We have examined the form of prospectus (the “Prospectus”) related to the Agreements contained in the Registration Statement and other documents, records and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each Agreement will be duly authorized by all necessary corporate or limited liability company action on the part of the Registrant, the Indenture Trustee, the Owner Trustee and any other party to the Agreements for the series of Notes and will be duly executed and delivered by the Registrant, the Indenture Trustee, the Owner Trustee and any other party to the Agreements substantially in the applicable form filed or incorporated by reference as an exhibit to the Registration Statement, and that Notes will be sold as described in the Registration Statement. As to various questions of fact material to our opinions, we have relied, to the extent we deemed appropriate, on representations, statements and certificates of officers and representatives of the Registrant and others.

KATTEN MUCHIN ROSENMAN LLP

CENTURY CITY            CHARLOTTE            CHICAGO            DALLAS             LOS ANGELES

NEW YORK            ORANGE COUNTY            SHANGHAI            WASHINGTON, DC

A limited liability partnership including professional corporations

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

AFS SenSub Corp.

February 28, 2022

Page 2

As special tax counsel to the Registrant, we have advised the Registrant regarding material federal income tax aspects of the proposed issuance of each series of Notes under the related Agreements. This advice has formed the basis for the description of federal income tax consequences for holders of the Notes under the headings “Summary—Federal Income Tax Consequences” and “Material U.S. Federal Income Tax Consequences” in the Prospectus. We confirm and adopt as our opinion those opinions stated under these headings (in each case subject to the limitations stated in the Prospectus.)

This opinion is based on the facts and circumstances in the Registration Statement and in the other documents reviewed by us. Our opinion as to the matters in this opinion could change for a particular series of Notes as a result of changes in facts or circumstances, changes in the terms of the documents reviewed by us, or changes in the law after the date of this opinion. Because the Prospectus contemplates series of Notes with different characteristics, you should be aware that the particular characteristics of each series of Notes must be considered in determining the applicability of this opinion to a particular series of Notes.

This opinion is based on our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and on the facts and assumptions discussed in this opinion. This opinion letter is limited to the matters stated in this opinion, and no opinions are intended to be implied or may be inferred beyond those expressly stated in this opinion. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as special tax counsel to the Registrant under the headings in the Prospectus stated above, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

EX-10.1

Exhibit 10.1

PURCHASE AGREEMENT

between

AFS SENSUB CORP.

Purchaser

and

AMERICREDIT FINANCIAL SERVICES, INC.

Seller

Dated as of             , 20    

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
SECTION 1.1	General		1
SECTION 1.2	Specific Terms		1
SECTION 1.3	Usage of Terms		3
SECTION 1.4	[Reserved]		3
SECTION 1.5	No Recourse		3
SECTION 1.6	Action by or Consent of Noteholders and Certificateholder		3
ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY			4
SECTION 2.1	Conveyance of the [Initial] Receivables and the [Initial] Other Conveyed Property		4
SECTION 2.2	[Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property]		5
ARTICLE III. REPRESENTATIONS AND WARRANTIES			5
SECTION 3.1	Representations and Warranties of Seller		5
SECTION 3.2	Representations and Warranties of Purchaser		8
ARTICLE IV. COVENANTS OF SELLER			10
SECTION 4.1	Protection of Title of Purchaser		10
SECTION 4.2	Other Liens or Interests		12
SECTION 4.3	Costs and Expenses		12
SECTION 4.4	Indemnification.		12
ARTICLE V. REPURCHASES			14
SECTION 5.1	Repurchase of Receivables Upon Breach		14
SECTION 5.2	Reassignment of Purchased Receivables		15
SECTION 5.3	Waivers		15
ARTICLE VI. MISCELLANEOUS			15
SECTION 6.1	Liability of Seller		15
SECTION 6.2	Merger or Consolidation of Seller or Purchaser		15
SECTION 6.3	Limitation on Liability of Seller and Others		16
SECTION 6.4	Seller May Own Notes or the Certificate		16
SECTION 6.5	Amendment		16
SECTION 6.6	Notices		17
SECTION 6.7	Merger and Integration		17
SECTION 6.8	Severability of Provisions		17
SECTION 6.9	Intention of the Parties		18
SECTION 6.10	Governing Law		18
SECTION 6.11	Counterparts and Consent to Do Business Electronically		19
SECTION 6.12	Conveyance of the Receivables and the Other Conveyed Property to the Issuer		19

i

SECTION 6.13 Nonpetition Covenant 19

SCHEDULES

Schedule A — Schedule of [Initial] Receivables

Schedule B-1 — Representations and Warranties of the Seller Regarding the Receivables

Schedule B-2 — Representations and Warranties of the Seller Regarding the Pool of Receivables

[EXHIBITS]

[Exhibit A — Form of Subsequent Purchase Agreement]

ii

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of             , 20    , executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as seller (“Seller”).

W I T N E S S E T H :

WHEREAS, Purchaser has agreed to purchase from the Seller, and the Seller, pursuant to this Agreement, is transferring to Purchaser the [Initial] Receivables and [Initial] Other Conveyed Property [and with respect to the Subsequent Receivables will transfer on the related Subsequent Transfer Date the Subsequent Receivables and Subsequent Other Conveyed Property].

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is acknowledged, Purchaser and the Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1 General. The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Sale and Servicing Agreement dated as of             , 20    , by and among AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., in its individual capacity and as Servicer, AmeriCredit Automobile Receivables Trust 20    -    , as Issuer, and [Trust Collateral Agent], as Trust Collateral Agent, or not defined therein, in the Indenture, dated as of             , 20    , by and between AmeriCredit Automobile Receivables Trust 20     -    , as Issuer, and [Trust Collateral Agent], as Trustee and Trust Collateral Agent.

SECTION 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

“Agreement” shall mean this Purchase Agreement and all amendments hereof and supplements hereto.

“Closing Date” means             ,20    .

“Issuer” means AmeriCredit Automobile Receivables Trust [20    -    ]

“[Initial] Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to Section 2.1(a)(ii) through (viii) of this Agreement.

[”[Initial] Receivables” [has the meaning assigned in the Sale and Servicing Agreement.][means the Receivables listed on the Schedule of [Initial] Receivables attached hereto.]]

“Issuer” means AmeriCredit Automobile Receivables Trust 20    -    .

[”Other Conveyed Property” means [all property conveyed by the Seller to the Purchaser pursuant to Section 2.1(a)(ii) through (viii) of this Agreement.][the Initial Other Conveyed Property and the Subsequent Other Conveyed Property.]]

“Owner Trustee” means [Owner Trustee], as Owner Trustee appointed and acting pursuant to the Trust Agreement.

“Purchase Agreement Collateral” has the meaning specified in Section 6.9 of this Agreement.

[”Receivables” [has the meaning assigned in the Sale and Servicing Agreement.] [means the Initial Receivables and the Subsequent Receivables.]]

“Related Documents” means the Notes, the Certificate[s], the Sale and Servicing Agreement, the Indenture, the Asset Representations Review Agreement, the Trust Agreement, [the Hedge Agreement,] the Underwriting Agreement[, the Note Purchase Agreement] [and, with respect to the Subsequent Receivables, each Subsequent Purchase Agreement and each Subsequent Transfer Agreement]. The Related Documents to be executed by any party are referred to herein as “such party’s Related Documents,” “its Related Documents” or by a similar expression.

“Repurchase Event” means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller under the Sale and Servicing Agreement.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement referred to in Section 1.1.

“Schedule of [Initial] Receivables” means the Schedule of [Initial] Receivables sold and transferred pursuant to this Agreement which is attached hereto as Schedule A.

[”Subsequent Cutoff Date” means the date specified in the related Subsequent Transfer Agreement, provided, however that such date shall be on or before the Subsequent Transfer Date.]

[”Subsequent Other Conveyed Property” means all property conveyed by the Seller to the Purchaser pursuant to Sections 3(b) through (h) of the related Subsequent Purchase Agreement other than the Subsequent Receivables.]

[”Subsequent Purchase Agreement” means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables, substantially in the form of Exhibit A hereunder.]

2

[”Subsequent Receivables” means Receivables transferred to the Purchaser pursuant to Section 2.2 and the related Subsequent Purchase Agreement, which shall be listed on Schedule A to the related Subsequent Purchase Agreement.]

[”Subsequent Transfer Agreement” means an agreement among the Issuer, the Seller and the Servicer, substantially in the form of Exhibit A to the Sale and Servicing Agreement.]

[”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 Purchaser pursuant to this Agreement, and a Subsequent Purchase Agreement is executed and delivered.]

“Trust” means the Issuer.

“Trust Collateral Agent” means [Trust Collateral Agent], as trust collateral agent and any successor trust collateral agent appointed and acting pursuant to the Sale and Servicing Agreement.

“Trustee” means [Trustee], as trustee and any successor trustee appointed and acting pursuant to the Indenture.

SECTION 1.3  Usage of Terms. With respect to all terms used in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other gender; references to “writing” include printing, typing, lithography, and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement or the Sale and Servicing Agreement; references to Persons include their permitted successors and assigns; and the terms “include” or “including” mean “include without limitation” or “including without limitation.”

SECTION 1.4  [Reserved].

SECTION 1.5 No Recourse. Without limiting the obligations of Seller hereunder, no recourse may be taken, directly or indirectly, under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against any stockholder, officer or director, as such, of Seller, or of any predecessor or successor of Seller.

SECTION 1.6  Action by or Consent of Noteholders and Certificateholder[s]. Whenever any provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholder[s], such provision shall be deemed to refer to the Noteholders or the Certificateholder[s], as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder[s]. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder[s], any Note or [the]/[any] Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee

3

or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or the Certificate[s] which the Owner Trustee or a Responsible Officer of the Trustee or the Trust Collateral Agent, respectively, has actual knowledge is so owned shall be so disregarded.

ARTICLE II.

CONVEYANCE OF THE RECEIVABLES

AND THE OTHER CONVEYED PROPERTY

SECTION 2.1 Conveyance of the [Initial] Receivables and the [Initial] Other Conveyed Property.

(a) Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers, assigns, and otherwise conveys to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser hereby purchases, all right, title and interest of Seller in and to the following described property [(collectively, the “Receivables and the Other Conveyed Property”)]:

(i)            the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date;

(ii)      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;

(iii)       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;

(iv)     any proceeds from any [Initial] Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

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

(vi)          the related Receivable Files;

(vii)    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 (vi); and

(viii)        all proceeds and investments with respect to items (i) through (vii).

It is the intention of Seller and Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the [Initial] Receivables and the [Initial] Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and

4

clear of any Liens, and the beneficial interest in and title to the [Initial] Receivables and the [Initial] Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.

(b) Simultaneously with the conveyance of the [Initial] Receivables and the [Initial] Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the [Initial] Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).

SECTION 2.2 [Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property].

(a) [On each Subsequent Transfer Date and simultaneously with the execution and delivery of the related Subsequent Purchase Agreement, the Seller shall sell, transfer, assign, and otherwise convey to Purchaser without recourse (but without limitation of its obligations in this Agreement), and Purchaser shall purchase, all right, title and interest of Seller in and to the Subsequent Receivables and the Subsequent Other Conveyed Property. It is the intention of Seller and Purchaser that the transfer and assignment contemplated by such Subsequent Purchase Agreement shall constitute a sale of the Subsequent Receivables and the Subsequent Other Conveyed Property from Seller to Purchaser, conveying good title thereto free and clear of any liens, and the beneficial interest in and title to the Subsequent Receivables and the Subsequent Other Conveyed Property shall not be part of Seller’s estate in the event of the filing of a bankruptcy petition by or against Seller under any bankruptcy or similar law.]

(b) [Simultaneously with the conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property to Purchaser, Purchaser shall pay or cause to be paid to or upon the order of Seller the amount set forth in the related Subsequent Purchase Agreement.]

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Representations and Warranties of Seller. Seller makes the following representations and warranties as of the [date hereof][Cutoff Date] and as of the Closing Date [and any Subsequent Transfer Date, as the case may be,] on which Purchaser relies in purchasing the Receivables and the Other Conveyed Property and in transferring the Receivables and the Other Conveyed Property to the Issuer under the Sale and Servicing Agreement [and any Subsequent Transfer Agreement]. Such representations are made as of the execution and delivery of this Agreement [and as of the execution and delivery of any Subsequent Purchase Agreement], but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder [and under any Subsequent Purchase Agreement], and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement [and any Subsequent Transfer Agreement]. Seller and Purchaser

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agree that Purchaser will assign to Issuer all Purchaser’s rights under this Agreement [and under any Subsequent Purchase Agreement] and that the Trustee will thereafter be entitled to enforce this Agreement [and any Subsequent Purchase Agreement] against Seller in the Trustee’s own name on behalf of the Noteholders.

(a) Representations Regarding the Receivables. The representations and warranties set forth on Schedule B-1 with respect to the [Initial] Receivables as of the [date hereof][Cutoff Date], and as of the Closing Date [and with respect to the Subsequent Receivables as of the related Subsequent Transfer Date], are true and correct.

(b) Representations Regarding the Pool of Receivables. The representations and warranties set forth on Schedule B-2 with respect to the pool of Receivables as of the [date hereof][Cutoff Date], and as of the Closing Date [and as of the related Subsequent Transfer Date], are true and correct.

(c) No Fraud or Misrepresentation. To the best of the Seller’s knowledge, each Receivable that was originated by a Dealer was sold by the Dealer to the Seller and by the Seller to the Purchaser without any fraud or misrepresentation on the part of such Dealer or the Seller, respectively.

(d) 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.

(e) 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 Purchaser, 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 Purchaser 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 Purchaser hereunder or that has been terminated. The Seller is not aware of any judgment, ERISA or tax lien filings against it.

(f) No Funds Advanced. No funds had been advanced by the Seller or anyone acting on behalf of the Seller in order to cause any Receivable to qualify under the representation and warranty set forth as paragraph [19(E)] of Schedule B-1.

(g) Organization and Good Standing. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at

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all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

(h) Due Qualification. 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 in which the ownership or lease of its property or the conduct of its business requires such qualification.

(i) Power and Authority. Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Seller has full power and authority to sell and assign the Receivables and the Other Conveyed Property to be sold and assigned to and deposited with Purchaser hereunder and has duly authorized such sale and assignment to Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and Seller’s Related Documents have been duly authorized by Seller by all necessary corporate action.

(j) No Consent Required. Seller is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(k) Valid Sale; Binding Obligations. This Agreement and Seller’s Related Documents have been duly executed and delivered, shall effect a valid sale, transfer and assignment of the Receivables and the Other Conveyed Property to the Purchaser, enforceable against Seller and creditors of and purchasers from Seller; and this Agreement and Seller’s Related Documents constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(l) No Violation. The consummation of the transactions contemplated by this Agreement and the Related Documents, and the fulfillment of the terms of this Agreement and the Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the articles of incorporation or bylaws of Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Seller or any of its properties.

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(m) No Proceedings. There are no proceedings or investigations pending or, to Seller’s knowledge, threatened against Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over Seller or its properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) seeking to affect adversely the federal income tax or other federal, State or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under the Sale and Servicing Agreement.

(n) Solvency. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller anticipate any pending insolvency.

(o) True Sale. The Receivables are being transferred with the intention of removing them from Seller’s estate pursuant to Section 541 of the Bankruptcy Code, as the same may be amended from time to time.

(p) Chief Executive Office and Principal Place of Business. The chief executive office and principal place of business of Seller is located at [801 Cherry Street, Suite 3500, Fort Worth, Texas 76102].

SECTION 3.2 Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties, on which Seller relies in selling, assigning, transferring and conveying the Receivables and the Other Conveyed Property to Purchaser hereunder [and under any Subsequent Purchase Agreement]. Such representations are made as of the execution and delivery of this Agreement [and under any Subsequent Purchase Agreement], but shall survive the sale, transfer and assignment of the Receivables and the Other Conveyed Property hereunder [and under any Subsequent Purchase Agreement] and the sale, transfer and assignment thereof by Purchaser to the Issuer under the Sale and Servicing Agreement.

(a) Organization and Good Standing. Purchaser has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of Nevada, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Receivables and the Other Conveyed Property, and to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

(b) Due Qualification. Purchaser is duly qualified to do business as a foreign corporation, 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 Purchaser’s ability to acquire the Receivables or the Other Conveyed Property, and to transfer the Receivables and the Other Conveyed Property to the Issuer pursuant to the

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Sale and Servicing Agreement, or the validity or enforceability of the Receivables and the Other Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s Related Documents.

(c) Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Receivables and the Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

(d) No Consent Required. Purchaser is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(f) No Violation. The execution, delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or bylaws of Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than the Sale and Servicing Agreement), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or State regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over Purchaser or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the

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federal or State income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate[s], pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder[s].

ARTICLE IV.

COVENANTS OF SELLER

SECTION 4.1 Protection of Title of Purchaser.

(a) At or prior to the Closing Date, Seller shall have filed or caused to be filed a UCC-1 financing statement, naming Seller as seller or debtor, naming Purchaser as purchaser or secured party and describing the [Initial] Receivables and the [Initial] Other Conveyed Property being sold by it to Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall have required. [At or prior to any Subsequent Transfer Date, Seller shall file or cause to be filed a UCC-1 financing statement naming Seller as seller or debtor, naming the Purchaser as purchaser or secured party and describing the Subsequent Receivables and the Subsequent Other Conveyed Property being sold by it to the Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as Purchaser shall require.] From time to time thereafter, Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of Purchaser under this Agreement, of the Issuer under the Sale and Servicing Agreement and of the Trust Collateral Agent under the Indenture in the Receivables and the Other Conveyed Property and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to Purchaser and the Trust Collateral Agent file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. In the event that Seller fails to perform its obligations under this subsection, Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense of the Seller. In furtherance of the foregoing, the Seller hereby authorizes the Purchaser, the Issuer or the Trust Collateral Agent to file a record or records (as defined in the applicable UCC), including, without limitation, financing statements, in all jurisdictions and with all filing offices as each may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Purchaser pursuant to Section 6.9 of this Agreement. Such financing statements may describe the collateral in the same manner as described herein or may contain an

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indication or description of collateral that describes such property in any other manner as such party may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Purchaser herein.

(b) Seller shall not change its name, identity, State of incorporation or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral Agent on behalf of Seller) in accordance with paragraph (a) above seriously misleading within the meaning of §9-506 of the applicable UCC, unless they shall have given Purchaser, Issuer and the Trust Collateral Agent at least sixty (60) days’ prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.

(c) Seller shall give Purchaser, the Issuer and the Trust Collateral Agent at least sixty (60) days’ prior written notice of any relocation that would result in a change of the location of the debtor within the meaning of § 9-307 of the applicable UCC. Seller shall at all times maintain (i) each office from which it services Receivables within the United States of America or Canada and (ii) its principal executive office within the United States of America.

(d) Prior to the Closing Date [and with respect to Subsequent Receivables, the Subsequent Transfer Date], Seller has maintained accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time as of or prior to the Closing Date [and with respect to Subsequent Receivables, the Subsequent Transfer Date], the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the Principal Balance [with respect to the Initial Receivables] as of the [Initial] Cutoff Date [and with respect to Subsequent Receivables, the Subsequent Cutoff Date]. Seller shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to Purchaser, and the conveyance of the Receivables by Purchaser to the Issuer, Seller’s master computer records (including archives) that shall refer to a Receivable indicate clearly that such Receivable has been sold to Purchaser and has been conveyed by Purchaser to the Issuer. Indication of the Issuer’s ownership of a Receivable shall be deleted from or modified on Seller’s computer systems when, and only when, the Receivable shall become a Purchased Receivable or a Sold Receivable or shall have been paid in full or sold pursuant to the terms of the Sale and Servicing Agreement.

(e) If at any time Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in any motor vehicle receivables to any prospective purchaser, lender or other transferee, Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from archives) that, if they shall refer in any manner whatsoever to any Receivable (other than a Purchased Receivable or a Sold Receivable), shall indicate clearly that such Receivable has been sold to Purchaser, sold by Purchaser to Issuer, and is owned by the Issuer.

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SECTION 4.2 Other Liens or Interests. Except for the conveyances hereunder, Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on the Receivables or the Other Conveyed Property or any interest therein, and Seller shall defend the right, title, and interest of Purchaser and the Issuer in and to the Receivables and the Other Conveyed Property against all claims of third-parties claiming through or under Seller.

SECTION 4.3 Costs and Expenses. Seller shall pay all reasonable costs and disbursements in connection with the performance of its obligations hereunder and under its Related Documents.

SECTION 4.4 Indemnification.

(a) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from any breach of any of Seller’s representations and warranties contained herein.

(b) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership or operation by Seller or any Affiliate thereof of a Financed Vehicle.

(c) Seller shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from any action taken, or failed to be taken, by it in respect of any portion of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement.

(d) Seller agrees to pay, and shall defend, indemnify and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any taxes that may at any time be asserted against Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale, transfer and assignment of the Receivables and the Other Conveyed Property to Purchaser and by Purchaser to the Issuer or the issuance and original sale of the Notes or issuance of the Certificate[s], or asserted with respect to ownership of the Receivables and Other Conveyed Property which shall be indemnified by Seller pursuant to clause (e) below, or federal, State or other income taxes, arising out of distributions on the Notes or the Certificate[s] or transfer taxes arising in connection with the transfer of the Notes or the

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Certificate[s]) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

(e) Seller agrees to pay, and to indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from, any taxes which may at any time be asserted against such Persons with respect to, and as of the date of, the conveyance or ownership of the Receivables or the Other Conveyed Property hereunder [and under any Subsequent Purchase Agreement] and the conveyance or ownership of the Receivables under the Sale and Servicing Agreement [and under any Subsequent Transfer Agreement] or the issuance and original sale of the Notes or the issuance of the Certificate[s], including, without limitation, any sales, gross receipts, personal property, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes, arising out of the transactions contemplated hereby or transfer taxes arising in connection with the transfer of the Notes or the Certificate[s]) and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement or imposed against such Persons.

(f) Seller shall defend, indemnify, and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders or the Certificateholder[s] through the negligence, willful misfeasance, or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement.

(g) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any loss, liability or expense incurred by reason of the violation by Seller of federal or State securities laws in connection with the registration or the sale of the Notes.

(h) Seller shall indemnify, defend and hold harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against any loss, liability or expense imposed upon, or incurred by, Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders or the Certificateholder[s] as result of the failure of any Receivable, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law.

(i) Seller shall defend, indemnify, and hold harmless Purchaser from and against all costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of Seller’s trusts and duties as Servicer under the Sale and Servicing Agreement, except to the extent that such cost, expense,

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loss, claim, damage, or liability shall be due to the willful misfeasance, bad faith, or negligence (except for errors in judgment) of Purchaser.

(j) Seller shall indemnify the Owner Trustee and its officers, directors, successors, assigns, agents and servants jointly and severally with the Purchaser pursuant to Section 7.2 of the Trust Agreement.

Indemnification under this Section 4.4 shall include reasonable fees and expenses of counsel and expenses of litigation and shall survive payment of the Notes and the Certificate[s]. The indemnity obligations hereunder shall be in addition to any obligation that Seller may otherwise have.

ARTICLE V.

REPURCHASES

SECTION 5.1 Repurchase of Receivables Upon Breach. Upon the occurrence of a Repurchase Event, Seller shall, unless the breach which is the subject of such Repurchase Event shall have been cured in all material respects, repurchase the Receivable relating thereto from the Issuer if and only if the interests of the Noteholders therein are materially and adversely affected by any such breach and, simultaneously with the repurchase of the Receivable, Seller shall deposit the Purchase Amount in full, without deduction or offset, to the Collection Account, pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood and agreed that, except as set forth in Section 6.1 hereof, the obligation of Seller to repurchase any Receivable, as to which a breach occurred and is continuing, shall, if such obligation is fulfilled, constitute the sole remedy against Seller for such breach available to Purchaser, the Issuer, the Noteholders, the Certificateholder[s], the Trust Collateral Agent on behalf of the Noteholders or the Owner Trustee on behalf of the Certificateholder[s]. The provisions of this Section 5.1 are intended to grant the Issuer, and the Trust Collateral Agent a direct right against Seller to demand performance hereunder, and in connection therewith, Seller waives any requirement of prior demand against Purchaser with respect to such repurchase obligation. Furthermore, any Person who may request that any Receivable be repurchased by the Seller or the Purchaser in accordance with Section 3.2 of the Sale and Servicing Agreement may request that the Seller repurchase the related Receivable due to the occurrence of a Repurchase Event, in the same manner that it would request such repurchase pursuant to Section 3.2 of the Sale and Servicing Agreement. Any repurchase hereunder shall take place in the manner specified in Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other provision of this Agreement or the Sale and Servicing Agreement to the contrary, the obligation of Seller under this Section shall not terminate upon a termination of Seller as Servicer under the Sale and Servicing Agreement and shall be performed in accordance with the terms hereof notwithstanding the failure of the Servicer or Purchaser to perform any of their respective obligations with respect to such Receivable under the Sale and Servicing Agreement.

In addition to the foregoing and notwithstanding whether the related Receivable shall have been purchased by Seller, Seller shall indemnify the Issuer, the Trust Collateral Agent, the Trustee, the Owner Trustee, the Noteholders and the Certificateholder[s] from and against all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses

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of counsel, which may be asserted against or incurred by any of them as a result of third-party claims arising out of the events or facts giving rise to such Repurchase Events.

SECTION 5.2 Reassignment of Purchased Receivables. Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

SECTION 5.3 Waivers. No failure or delay on the part of Purchaser (or the Issuer as assignee of Purchaser, or the Trust Collateral Agent as assignee of the Issuer) or the Trustee in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or future exercise thereof or the exercise of any other power, right or remedy.

ARTICLE VI.

MISCELLANEOUS

SECTION 6.1 Liability of Seller. Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

SECTION 6.2 Merger or Consolidation of Seller or Purchaser. Any corporation or other entity (a) into which Seller or Purchaser may be merged or consolidated, (b) resulting from any merger or consolidation to which Seller or Purchaser is a party or (c) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (a), (b) and (c) above, (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the

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consummation of such transaction) and be continuing, (ii) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iii) Seller or Purchaser, as applicable, shall have delivered to the Issuer, and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

SECTION 6.3 Limitation on Liability of Seller and Others . Seller and any director, officer, employee or agent thereof may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement or its Related Documents and that in its opinion may involve it in any expense or liability.

SECTION 6.4 Seller May Own Notes or the Certificate [s]. Subject to the provisions of the Sale and Servicing Agreement, Seller and any Affiliate of Seller may in their individual or any other capacity become the owner or pledgee of Notes or the Certificate[s] with the same rights as they would have if they were not Seller or an Affiliate thereof.

SECTION 6.5 Amendment.

(a) This Agreement may be amended by Seller and Purchaser without the consent of the Trust Collateral Agent, the Owner Trustee, the Certificateholder[s] or any of the Noteholders (i) to cure any ambiguity or (ii) to correct any provisions in this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel delivered to the Issuer, the Owner Trustee and the Trust Collateral Agent, adversely affect in any material respect the interests of any Certificateholder, Noteholder, the Trustee or the Trust Collateral Agent and that such amendment is authorized and permitted by this Agreement.

(b) This Agreement may also be amended from time to time by Seller and Purchaser, and with the consent of the Trust Collateral Agent and, if required, the [Majority] Certificateholder[s] and the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes, in accordance with the Sale and Servicing Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Certificateholder[s] or Noteholders; provided, however, the Seller provides the Trust Collateral Agent with an Opinion of Counsel, (which may be provided by the Seller’s internal counsel) that [(i)] no such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on

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Receivables or distributions that shall be required to be made on any Note or [the]/[any] Certificate and that such amendment is authorized and permitted by this Agreement [and (ii) no such amendment will result in or cause the Issuer (or any part thereof) to be classified, for United States federal income tax purposes, as an association (or a publicly traded partnership) taxable as a corporation or as other than a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subpart E, Part I of subchapter J of the Code].

(c) Prior to the execution of any such amendment or consent, Seller shall have furnished written notification of the substance of such amendment or consent to each Rating Agency.

(d) It shall not be necessary for the consent of Certificateholder[s] or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholder[s] or Noteholders shall be subject to such reasonable requirements as the Trust Collateral Agent may prescribe, including the establishment of record dates. The consent of a Holder of [the]/[a] Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on such Holder and on all future Holders of [the]/[such] Certificate or such Note and of [the]/[any] Certificate or any Note issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificate or Note.

SECTION 6.6 Notices. All demands, notices and communications to Seller or Purchaser hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a) in the case of Seller, to AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Chief Financial Officer, or (b) in the case of Purchaser, to AFS SenSub Corp., 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102, Attention: Chief Financial Officer, or such other address as shall be designated by a party in a written notice delivered to the other party or to the Issuer, Owner Trustee or the Trust Collateral Agent, as applicable.

SECTION 6.7 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and Related Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Related Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

SECTION 6.8 Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

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SECTION 6.9 Intention of the Parties.

The execution and delivery of this Agreement shall constitute an acknowledgment by Seller and Purchaser that they intend that the assignment and transfer herein contemplated constitute a sale and assignment outright, and not for security, of the Receivables and the Other Conveyed Property, conveying good title thereto free and clear of any Liens, from Seller to Purchaser, and that the Receivables and the Other Conveyed Property shall not be a part of Seller’s estate in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or State bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to Seller. In the event that such conveyance is determined to be made as security for a loan made by Purchaser, the Issuer, the Noteholders or the Certificateholder[s] to Seller, the Seller hereby grants to Purchaser a security interest in all of 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 shall constitute a security agreement under applicable law (collectively, the “Purchase Agreement Collateral”):

(a) the [Initial] Receivables and all moneys received thereon after the [Initial] Cutoff Date [and the Subsequent Receivables and all moneys received thereon after the applicable Subsequent Cutoff Date];

(b) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;

(c) any proceeds and the right to receive proceeds with respect to the [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 Receivables;

(d) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

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

(f) the related Receivable Files;

(g) 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 (f); and

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

SECTION 6.10    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).

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SECTION 6.11    Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

SECTION 6.12    Conveyance of the Receivables and the Other Conveyed Property to the Issuer. Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date [and on each Subsequent Transfer Date in the case of Subsequent Receivables]. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement [and any Subsequent Purchase Agreement] and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s]. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s] and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s] (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder[s].

SECTION 6.13    Nonpetition Covenant. Neither Purchaser nor Seller shall petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Purchaser or the Issuer under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or the Issuer or any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of the Purchaser or the Issuer.

[Remainder of Page Intentionally Left Blank]

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

AFS SENSUB CORP., as Purchaser

By:                                                                                          

      Name:

      Title:

AMERICREDIT FINANCIAL SERVICES, INC., as Seller

By:                                                                                          

      Name:

      Title:

Accepted:

[TRUSTEE AND TRUST COLLATERAL AGENT],

not in its individual capacity but solely as Trustee and
Trust Collateral Agent

By:                                                 

      Name:

      Title:

[Signature Page to Purchase Agreement]

SCHEDULE A

SCHEDULE OF RECEIVABLES

[On file with AmeriCredit, the Trustee and Katten Muchin Rosenman LLP]

SCH-A-1

SCHEDULE B-1

REPRESENTATIONS AND WARRANTIES OF THE SELLER

REGARDING THE RECEIVABLES

1.        Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the State where AmeriCredit or each such Dealer 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, and (D) 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.        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 Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss 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 Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable State Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley 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.

3.        Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of the Seller’s and the Servicer’s knowledge, 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.

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

SCH-B-1-1

5.        Marking Records. Each of the Seller and the Purchaser agrees 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, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

6.        Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

7.        One Original. There is only one (1) original executed copy (or with respect to “electronic chattel paper”, one (1) authoritative copy) of each Contract. With respect to Contracts 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.

8.        Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer 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.”

9.        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.

10.        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.

11.      Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. 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. With respect to any Receivables that are tangible chattel paper, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

12.      Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, 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.

13.      Good Title. Immediately prior to the conveyance of the Receivables to the Purchaser pursuant to this Agreement, the Seller was the sole owner thereof and had good and

SCH-B-1-2

indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Purchaser shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. 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 or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

14.        Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. 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, 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). To the best of the Seller’s knowledge, as of the [applicable] Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

15.        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 owner thereof with respect to such Receivable.

16.         No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

17.       No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days), and, to the best of the Seller’s knowledge, 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.

18.        Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, 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.

19.         Certain Characteristics of the Receivables.

SCH-B-1-3

(A) Each Receivable had a remaining maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      months.

(B) Each Receivable had an original maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      months.

(C) Each Receivable had a remaining Principal Balance, as of the [applicable] Cutoff Date, of at least $250 and not more than $          .

(D) Each Receivable had an Annual Percentage Rate, as of the [applicable] Cutoff Date, of at least 1% and not more than     %.

(E) No Receivable was more than thirty (30) days past due as of the [applicable] Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States or a United States territory as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that 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. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the [applicable] Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the [applicable] Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

20.        Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

SCH-B-1-4

SCHEDULE B-2

REPRESENTATIONS AND WARRANTIES OF THE SELLER

REGARDING THE POOL OF RECEIVABLES

1.        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 set forth in clauses [(A) through (M) of paragraph 19] of Schedule B-1.

2.        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 Delaware under applicable law in order to perfect the security interest in the Receivables granted to the Purchaser 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.

3.       Consumer Leases. No Receivable in the pool 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 U.S.C § 1667.

SCH-B-2-1

[EXHIBIT A]

[SUBSEQUENT PURCHASE AGREEMENT]

[Transfer No.                  of Subsequent Receivables, dated as of             , 20    , pursuant to a Purchase Agreement (the “Purchase Agreement”) dated as of             , 20    , between AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Seller”), and AFS SENSUB CORP., a Nevada corporation (the “Purchaser”).

W I T N E S S E T H:

WHEREAS pursuant to the Purchase Agreement, the Seller wishes to convey the Subsequent Receivables to the Purchaser; and

WHEREAS, the Purchaser is willing to accept such conveyance subject to the terms and conditions hereof.

NOW, THEREFORE, the Seller and the Purchaser hereby agree as follows:

1.    Defined Terms. Capitalized terms used herein shall have the meanings ascribed to them in the Purchase Agreement unless otherwise defined herein.

“Subsequent Cutoff Date” shall mean, with respect to the Subsequent Receivables conveyed hereby,             , 20    .

“Subsequent Transfer Date” shall mean, with respect to the Subsequent Receivables conveyed hereby,             , 20    .

2.    Schedule of Receivables. Attached hereto as Schedule A is a supplement to Schedule A to the Purchase 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 Purchaser’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 Purchaser, without recourse (except as expressly provided in the Purchase 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;

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

Ex-A-1

(d) any proceeds from any Subsequent Receivable repurchased by a Dealer pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement;

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

(f) the related Receivables Files;

(g) 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 (f); and

(h) all proceed and investments with respect to items (a) through (g).

The execution and delivery of this Agreement shall constitute an acknowledgment by the Seller and the Purchaser 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 Purchaser, 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 Purchaser, the Issuer, the Noteholders or the Certificateholder to the Seller, the parties hereto intend that the Seller shall have granted to the Purchaser 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 that 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 Purchaser 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 Purchase Agreement are true and correct.

(b) Organization and Good Standing. The Seller has been duly organized, is validly existing as a corporation in good standing under the laws of the State of Delaware with power and authority to own its properties and to conduct its businesses as such properties are currently owned and such business is currently conducted, and has had at all relevant times, and now has, the power, authority and legal right to acquire, own and sell the Subsequent Receivables and the Subsequent Other Conveyed Property transferred to the Purchaser.

(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

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jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

(d) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms; 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 Purchaser thereunder and has duly authorized such sale and assignment to the Purchaser by all necessary corporate action; and the execution, delivery and performance of this Agreement and the Seller’s Related 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 to the Purchaser, enforceable against the Seller and creditors of and purchasers from the Seller; and this Agreement and the Seller’s Related Documents 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 Related Documents and the fulfillment of the terms of this Agreement and the Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or bylaws 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, the Sale and Servicing Agreement and the Indenture, 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 Related Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related 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 Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, State or local tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder.

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(h) Chief Executive Office. The chief executive office of the Seller is at [801 Cherry Street, Suite 3500, Fort Worth, Texas 76102].

(i) Legal Name. The Seller’s exact legal name is, and at all times has been, the name indicated for it on the signature page below.

(j) Organization. The Seller is, and at all times has been, a corporation organized exclusively under the laws of Delaware.

(k) Principal Balance. The aggregate Principal Balance of the Subsequent Receivables transferred by the Seller listed on Schedule A attached hereto and conveyed to the Purchaser pursuant to this Agreement as of the Subsequent Cutoff Date is $        .

(l) 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. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Seller as of the date of this Agreement and as of the Subsequent Transfer Date that:

(a) Organization and Good Standing. Purchaser has been duly organized and is validly existing and in good standing as a corporation under the laws of the State of Nevada, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Subsequent Receivables and the Subsequent Other Conveyed Property, and to transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

(b) Due Qualification. Purchaser is duly qualified to do business as a foreign corporation, 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 Purchaser’s ability to acquire the Subsequent Receivables or the Subsequent Other Conveyed Property, and to transfer the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement, or the validity or enforceability of the Subsequent Receivables and the Subsequent Other Conveyed Property or to perform Purchaser’s obligations hereunder and under the Purchaser’s Related Documents.

(c) Power and Authority. Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by Purchaser by all necessary corporate action.

(d) No Consent Required. Purchaser is not required to obtain the consent of any other Person, or any consent, license, approval or authorization or registration or declaration

Ex-A-4

with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Related Documents, except for such as have been obtained, effected or made.

(e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles.

(f) No Violation. The execution, delivery and performance by Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Related Documents and the fulfillment of the terms of this Agreement and the Related Documents do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the certificate of incorporation or bylaws of Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which Purchaser is a party or by which Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than the Sale and Servicing Agreement), or violate any law, order, rule or regulation, applicable to Purchaser or its properties, of any federal or State regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over Purchaser or any of its properties.

(g) No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or State income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement.

In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

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6.    Conditions Precedent. The obligation of the Purchaser 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 and the Purchaser in Sections 4 and 5 of this Agreement and in Sections 3.1 and 3.2 of the Purchase Agreement shall be true and correct as of the date of this Agreement and as of the Subsequent Transfer Date.

(b) Conditions. Upon the resale of the Subsequent Receivables sold by the Seller to the Purchaser hereunder and by the Purchaser to the Issuer pursuant to the Sale and Servicing Agreement and any related Subsequent Transfer Agreement, the conditions precedent to such sale, set forth in Section 2.2(b) of the Sale and Servicing Agreement shall be satisfied.

(c) Additional Information. The Seller shall have delivered to the Purchaser such information as was reasonably requested by the Purchaser 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 Purchase Agreement and (ii) the satisfaction of the conditions set forth in this Section.

7.    Ratification of Agreement. As supplemented by this Agreement, the Purchase Agreement is in all respects ratified and confirmed and the Purchase Agreement as so supplemented by this Agreement shall be read, taken and construed as one and the same instrument.

8.    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.

9.    Conveyance of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer. The Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Subsequent Receivables and the Subsequent Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Subsequent Transfer Date. The Seller acknowledges and consents to such conveyance and pledges and waives any further notice thereof and covenants and agrees that the representations and warranties of the Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, the Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, the Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of the Seller under this Agreement against the Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

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10. 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 THE 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).

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IN WITNESS WHEREOF, the Seller and the Purchaser 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 FINANCIAL SERVICES, INC., as Seller

By:                                                                  

           Name:

           Title:

AFS SENSUB CORP., as Purchaser

By:                                                                  

           Name:

           Title:

Acknowledged and Accepted:

[TRUST COLLATERAL AGENT],

not in its individual capacity but solely as Trust Collateral Agent

By:                                                                      

           Name:

           Title:

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SCHEDULE A

SCHEDULE OF SUBSEQUENT RECEIVABLES]

Ex-A-9

EX-10.2

Exhibit 10.2

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -    ,

Issuer

AMERICREDIT FINANCIAL SERVICES, INC.,

Servicer

and

                                         ,

Asset Representations Reviewer

Dated as of           , 20    

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		2
Section 2.1.	Engagement; Acceptance	2
Section 2.2.	Confirmation of Status	3
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS		3
Section 3.1.	Asset Review Notices	3
Section 3.2.	Identification of Asset Review Receivables	3
Section 3.3.	Asset Review Materials	3
Section 3.4.	Performance of Asset Reviews	4
Section 3.5.	Asset Review Reports	4
Section 3.6.	Asset Review Representatives	5
Section 3.7.	Dispute Resolution	5
Section 3.8.	Limitations on Asset Review Obligations	5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER		6
Section 4.1.	Representations and Warranties	6
Section 4.2.	Covenants	7
Section 4.3.	Fees and Expenses	8
Section 4.4.	Limitation on Liability	9
Section 4.5.	Indemnification	9
Section 4.6.	Right to Audit	10
Section 4.7.	Delegation of Obligations	10
Section 4.8.	Confidential Information	10
Section 4.9.	Security and Safeguarding Information	13
ARTICLE V . RESIGNATION AND REMOVAL		14
Section 5.1.	Resignation and Removal of Asset Representations Reviewer	14
Section 5.2.	Engagement of Successor	15
Section 5.3.	Merger, Consolidation or Succession	15
ARTICLE VI OTHER AGREEMENTS		15
Section 6.1.	Independence of Asset Representations Reviewer	15
Section 6.2.	No Petition	16
Section 6.3.	Limitation of Liability of Owner Trustee	16
Section 6.4.	Termination of Agreement	16
ARTICLE VII MISCELLANEOUS PROVISIONS		16
Section 7.1.	Amendments	16
Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	17
Section 7.3.	Notices	17
Section 7.4.	GOVERNING LAW	18
Section 7.5.	Submission to Jurisdiction	18
Section 7.6.	No Waiver; Remedies	18
Section 7.7.	Severability	18
Section 7.8.	Headings	18
Section 7.9.	Counterparts and Consent to Do Business Electronically	18
SCHEDULES
Schedule A     Representations and Warranties and Procedures to be Performed

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ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of                 , 20     (this “Agreement”), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20  -  , a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as Servicer (in such capacity, the “Servicer”) and [ASSET REPRESENTATIONS REVIEWER], [entity type], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

WHEREAS, in the regular course of its business, AmeriCredit purchases retail installment sale contracts secured by new and used automobiles, light-duty trucks, vans and minivans and utility vehicles from motor vehicle dealers.

WHEREAS, in connection with a securitization transaction sponsored by AmeriCredit, AmeriCredit sold a pool of Receivables to AFS SenSub Corp. (the “Seller”) which, in turn, sold those Receivables to the Issuer.

WHEREAS, the Issuer has granted a security interest in the Receivables to the Trust Collateral Agent, for the benefit of the Issuer Secured Parties, pursuant to the Indenture.

WHEREAS, the Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by AmeriCredit and the Seller about the Receivables in the pool.

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

ARTICLE I

DEFINITIONS

Section 1.1.    Definitions. Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Sale and Servicing Agreement, dated as of                 , 20    , by and among the Issuer, the Seller, the Servicer and [Trust Collateral Agent], [entity type], as Trust Collateral Agent.

Section 1.2.    Additional Definitions. The following terms have the meanings given below:

“Asset Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Receivable in accordance with Section 3.4.

“Asset Review Demand Date” means, for an Asset Review, the date when the Trust Collateral Agent determines that each of (a) the Delinquency Trigger has occurred and (b) the required percentage of Noteholders has voted to direct an Asset Review under Section 7.2(f) of the Indenture.

“Asset Review Fee” has the meaning assigned to such term in Section 4.3(b).

“Asset Review Materials” means, with respect to an Asset Review and an Asset Review Receivable, the documents and other materials for each Test listed under “Documents” in Schedule A.

“Asset Review Notice” means the notice from the Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform an Asset Review.

“Asset Review Receivable” means, with respect to any Asset Review, each Receivable that is not a Liquidated Receivable and with respect to which the related Obligor failed to make at least [90]% of the related Scheduled Receivables Payment by the date on which it was due and, as of the last day of the Collection Period prior to the date the related Asset Review Notice was delivered, remained unpaid for [sixty (60)] days or more from the original payment due date.

“Asset Review Report” means, with respect to any Asset Review, the report of the Asset Representations Reviewer prepared in accordance with Section 3.5.

“Basic Documents” has the meaning assigned to such term in Section 1.1 of the Sale and Servicing Agreement.

“Confidential Information” has the meaning assigned to such term in Section 4.8(a).

“Eligible Asset Representations Reviewer” means a Person that (a) is not an Affiliate of AmeriCredit, the Seller, the Servicer, the Trustee, the Trust Collateral Agent, the Owner Trustee or any of their Affiliates and (b) was not, and is not an Affiliate of a Person that was, engaged by AmeriCredit or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

“Test” has the meaning assigned to such term in Section 3.4(a).

“Test Complete” has the meaning assigned to such term in Section 3.4(c).

“Test Fail” has the meaning assigned to such term in Section 3.4(a).

“Test Pass” has the meaning assigned to such term in Section 3.4(a).

“Trustee” has the meaning assigned to such term in Section 1.1 of the Sale and Servicing Agreement.

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1.    Engagement; Acceptance. The Issuer hereby engages                      to act as the Asset Representations Reviewer for the Issuer.                      accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this Agreement.

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Section 2.2.    Confirmation of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Asset Review Receivables for compliance with the representations and warranties under the Basic Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1.    Asset Review Notices. Upon receipt of an Asset Review Notice from the Trustee in the manner set forth in Section 7.2(f) of the Indenture, the Asset Representations Reviewer will start an Asset Review. The Asset Representation Reviewer will have no obligation to start an Asset Review unless and until an Asset Review Notice is received. Any Asset Review Notice is to be sent pursuant to Section [12.3(a)] of the Sale and Servicing Agreement.

Section 3.2.    Identification of Asset Review Receivables. Within [ten (10)] Business Days of receipt of an Asset Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Trustee a list of the related Asset Review Receivables.

Section 3.3.    Asset Review Materials.

(a)    Access to Asset Review Materials. The Servicer will give the Asset Representations Reviewer access to the Asset Review Materials for all of the Asset Review Receivables within sixty (60) days of receipt of the Asset Review Notice in one (1) or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at one of the properties of the Servicer; (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access; (iii) by providing originals or photocopies at one (1) of the properties of the Servicer where the related Receivable Files are located; or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact or remove Non-Public Personal Information (as defined in Section 4.8) from the Asset Review Materials so long as such redaction or removal does not change the meaning or usefulness of the Asset Review Materials for purposes of the Asset Review. Any Asset Review Notice is to be sent pursuant to Section [12.3(a)] of the Sale and Servicing Agreement.

(b)    Missing or Insufficient Asset Review Materials. If any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than [twenty (20)] days before completing the Asset Review, and the Servicer will have [fifteen (15)] days to give the Asset Representations Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency. If the missing or insufficient Asset Review Materials have not been provided by the Servicer within [fifteen (15)] days, the parties agree that the Asset Review Receivable will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Asset Review Report will indicate the reason for the Test Fail.

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Section 3.4.    Performance of Asset Reviews.

(a)    Test Procedures. For an Asset Review, the Asset Representations Reviewer will perform for each Asset Review Receivable the procedures listed under “Procedures to be Performed” in Schedule A for each representation and warranty (each, a “Test”), using the Asset Review Materials listed for each such Test in Schedule A. For each Test and Asset Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

(b)    Asset Review Period. The Asset Representations Reviewer will complete the Asset Review of all of the Asset Review Receivables within [sixty (60)] days of receiving access to the Asset Review Materials under Section 3.3(a). However, if additional Asset Review Materials are provided to the Asset Representations Reviewer in accordance with Section 3.3(b), the Asset Review period will be extended for an additional [thirty (30)] days.

(c)    Completion of Asset Review for Certain Asset Review Receivables. Following the delivery of the list of the Asset Review Receivables and before the delivery of the Asset Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an Asset Review Receivable is paid in full by the related Obligor or purchased from the Issuer by AmeriCredit, the Seller or the Servicer according to the Basic Documents. On receipt of any such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Asset Review Receivables and the Asset Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Asset Review Report will indicate a Test Complete for the related Asset Review Receivables and the related reason.

(d)    Previously Reviewed Receivable. If any Asset Review Receivable was included in a prior Asset Review, the Asset Representations Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset Review.

(e)    Termination of Asset Review. If an Asset Review is in process and the Notes will be paid in full on the next Distribution Date, the Servicer will notify the Asset Representations Reviewer and the Trustee no less than ten (10) days before that Distribution Date. On receipt of the notice, the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver an Asset Review Report.

Section 3.5.    Asset Review Reports. Within [five (5)] days of the end of the Asset Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Trustee an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. The Asset Review Report will contain a summary of the Asset Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Asset Review Report is received. The Asset Representations Reviewer will ensure that the Asset Review Report does not contain any Non-Public Personal Information.

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Section 3.6.    Asset Review Representatives.

(a)    Servicer Representative. The Servicer will designate one (1) or more representatives who will be available to assist the Asset Representations Reviewer in performing the Asset Review, including responding to requests and answering questions from the Asset Representations Reviewer about access to Asset Review Materials on the Servicer’s receivables systems, obtaining missing or insufficient Asset Review Materials and/or providing clarification of any Asset Review Materials or Tests.

(b)    Asset Representations Reviewer Representative. The Asset Representations Reviewer will designate one (1) or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

(c)    Questions About Asset Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Asset Review Report from the Trustee or the Servicer until the earlier of (i) the payment in full of the Notes and (ii) one (1) year after the delivery of the Asset Review Report. The Asset Representations Reviewer will have no obligation to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Trustee.

Section 3.7.    Dispute Resolution. If an Asset Review Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 3.13 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 3.13 of the Sale and Servicing Agreement; provided, however, if such amounts are paid by the Trustee or the Trust Collateral Agent and are not reimbursed by directing Noteholders, the Trustee or Trust Collateral Agent, as applicable, shall be reimbursed by the Issuer pursuant to Section [5.7(a)(ii)] of the Sale and Servicing Agreement without counting toward the calculation of any cap on fees, expenses or indemnities thereunder. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).

Section 3.8.    Limitations on Asset Review Obligations.

(a)    Asset Review Process Limitations. The Asset Representations Reviewer will have no obligation:

(i)    to determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Review under the Indenture, and is entitled to rely on the information in any Asset Review Notice delivered by the Trustee;

(ii)    to determine which Receivables are subject to an Asset Review, and is entitled to rely on the lists of Asset Review Receivables provided by the Servicer;

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(iii)    to obtain or confirm the validity of the Asset Review Materials and will be entitled to rely on the accuracy and completeness of the Asset Review Materials;

(iv)    to obtain missing or insufficient Asset Review Materials from any party or any other source;

(v)    to take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Asset Review Receivables;

(vi)    to determine the reason for the delinquency of any Asset Review Receivable, the creditworthiness of any Obligor, the overall quality of any Asset Review Receivable or the compliance by the Servicer with its covenants with respect to the servicing of such Asset Review Receivable; or

(vii)     to establish cause, materiality or recourse for any failed Test as described in Section 3.4.

(b)      Testing Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Procedures to be Performed” in Schedule A, and will have no obligation to perform additional procedures on any Asset Review Receivable or to provide any information other than an Asset Review Report indicating for each Asset Review Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the Asset Review Receivable was a Test Complete and the related reason. However, the Asset Representations Reviewer may provide additional information about any Asset Review Receivable that it determines in good faith to be material to the Asset Review.

ARTICLE IV

ASSET REPRESENTATIONS REVIEWER

Section 4.1.    Representations and Warranties.

(a)      Representations and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the date of this Agreement:

(i)    Organization and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a                      in good standing under the laws of                     . The Asset Representations Reviewer is qualified as a                      in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(ii)    Power, Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation

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of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)    No Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under, any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation that applies to the Asset Representations Reviewer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer, in each case, which conflict, breach, default, Lien or violation would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(iv)    No Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the completion of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(v)    Eligibility. The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

(b)          Notice of Breach. On discovery by the Asset Representations Reviewer, the Issuer, the Trustee or the Servicer of a material breach of any of the representations and warranties in Section 4.1(a), the party discovering such breach will give prompt notice to the other parties.

Section 4.2.    Covenants. The Asset Representations Reviewer covenants and agrees that:

(a)      Eligibility. It will notify the Issuer and the Servicer promptly if it is not, or on the occurrence of any action that would result in it not being, an Eligible Asset Representations Reviewer.

(b)      Review Systems. It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement,

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will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Asset Review Receivable and the related Asset Review Materials to be individually tracked and stored as contemplated by this Agreement.    

(c)      Personnel. It will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement. The Asset Representations Reviewer, at its discretion, may utilize the services of third parties, Affiliates, and agents (“Agents”) to provide any Asset Review under this Agreement; provided, however, that the Asset Representations Reviewer has entered into confidentiality agreements with such Agents (or such Agents are otherwise bound by confidentiality obligations) the provisions of which are no less protective than those set forth in this Agreement. Any such Agent must be approved by Servicer prior to engaging in any Asset Review under this Agreement. The Asset Representations Reviewer shall be responsible to Servicer for the Asset Reviews provided by its Agents to the same extent as if provided by the Asset Representations Reviewer under this Agreement. Servicer agrees to look solely to the Asset Representations Reviewer and not to any Agent for satisfaction of any claims the Servicer may have arising out of this Agreement or due to the performance or non-performance of services.

(d)      Changes to Personnel. It will promptly notify Servicer in the event that it undergoes significant management or staffing changes which would negatively impact its ability to fulfill its obligations under this Agreement.

(e)      Maintenance of Asset Review Materials. It will maintain copies of any Asset Review Materials, Asset Review Reports and other documents relating to an Asset Review, including internal correspondence and work papers, for a period of two (2) years after the termination of this Agreement.

Section 4.3.    Fees and Expenses.

(a)    Annual Fee. The Issuer will, or will cause the Servicer to, pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer under this Agreement, an annual fee in the amount of $          . The annual fee will be paid on the Closing Date and on each anniversary of the Closing Date until this Agreement is terminated, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement or Section [5.6(a)] of the Indenture, as applicable.

(b)    Asset Review Fee. Following the completion of an Asset Review and the delivery to the Trustee of the Asset Review Report, or the termination of an Asset Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $           for each Asset Review Receivable for which the Asset Review was started (the “Asset Review Fee”). However, no Asset Review Fee will be charged for any Asset Review Receivable which was included in a prior Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Review according to Section 3.4(e). If the detailed invoice is submitted on or before the first day of a month, the Asset Review Fee will be paid by the Issuer pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement or Section [5.6(a)] of the Indenture, as applicable, starting on or before the Distribution Date in that month. However,

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if an Asset Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Asset Review Fee for the terminated Asset Review no later than five (5) Business Days before the final Distribution Date in order to be reimbursed no later than the final Distribution Date. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid Asset Review Fees.

(c)      Reimbursement of Travel Expenses. If the Servicer provides access to the Asset Review Materials at one of its properties, the Issuer will, or will cause the Servicer to, reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Review upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement or Section [5.6(a)] of the Indenture, as applicable. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid travel expenses.

(d)      Dispute Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and the reasonable out-of-pocket expenses it incurs in participating in the proceeding are not paid by a party to the dispute resolution within [ninety (90)] days of the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section 5.7 of the Sale and Servicing Agreement or Section [5.6(a)] of the Indenture, as applicable. To the extent that such amounts were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid expenses.

Section 4.4.    Limitation on Liability. The Asset Representations Reviewer will not be liable to any Person for (i) any action taken, or not taken, in good faith under this Agreement, (ii) errors in judgment or (iii) any errors contained in the Asset Review Materials. However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event shall either party be liable to the other party for any incidental, special, indirect, punitive, exemplary or consequential damages.

Section 4.5.    Indemnification

(a)    Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Owner Trustee, the Trust Collateral Agent and the Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (i) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement; (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties or other obligations under this Agreement; (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

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(b)      Indemnification of Asset Representations Reviewer. The Issuer will, or will cause the [Servicer] to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents, for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Issuer acknowledges and agrees that its obligation to indemnify the Asset Representations Reviewer in accordance with this Agreement shall survive termination of this Agreement. To the extent that such indemnities owed to the Asset Representations Reviewer were not previously paid by the Servicer or any other party, upon receipt of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of such incurred but otherwise unpaid indemnities.

Section 4.6.    Right to Audit. During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), Servicer may audit the Asset Representations Reviewer’s policies, procedures and records that relate to the performance of the Asset Representation Reviewer under this Agreement to ensure compliance with this Agreement upon at least ten (10) Business Days’ notice. Notwithstanding the foregoing, the parties agree that Servicer may conduct an audit at any time, in the event of (i) audits required by Servicer’s governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) Servicer reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer’s business.

Section 4.7.    Delegation of Obligations. Subject to the terms of Section 4.2(c) of this Agreement, the Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

Section 4.8.    Confidential Information.

(a)      Definitions.

(i)    In performing its obligations pursuant to this Agreement, the parties may have access to and receive disclosure of certain confidential information about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation strategies), techniques, and objectives; advertising and promotional copy; competitive advantages and disadvantages; financial results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics and Non-Public Personal Information (defined below); credit scoring criteria, formulas and programs; research and development efforts; any investor, financial, commercial, technical or scientific information (including, but not limited to, patents, copyrights, trademarks, service marks, trade names and dress, and applications relating to same, trade secrets, software, code, inventions, know-how and similar information) and any and all other business information (hereinafter “Confidential Information”).

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(ii)    “Non-Public Personal Information” shall include all Personally Identifiable Financial Information (defined below) in any list, description or other grouping of consumers/customers, and publicly available information pertaining to them, that is derived using any Personally Identifiable Financial Information that is not publicly available, and shall further include all Non-Public Personal Information as defined by federal regulations implementing the Gramm-Leach-Bliley Act, as amended from time to time, and any State statutes or regulations governing this Agreement.

(iii)    “Personally Identifiable Financial Information” means any information a consumer provides to a party in order to obtain a financial product or service, any information a party otherwise obtains about a consumer in connection with providing a financial product or service to that consumer, and any information about a consumer resulting from any transaction involving a financial product or service between a party and a consumer. Personally Identifiable Financial Information may include, without limitation, a consumer’s first and last name, physical address, zip code, e-mail address, phone number, Social Security number, birth date, account number and any information that identifies, or when tied to the above information may identify, a consumer.

(b)      Use of Confidential Information. The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.

Neither party shall disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only: (i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided that any such representatives shall be subject to subsection (d) below; (iii) to their own Affiliates, provided that such Affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”, for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and to the extent any Agent of the recipient receives Confidential Information, such recipient party shall be responsible for such Agent’s full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.

(c)      Compelled Disclosure. If a subpoena or other legal process seeking Confidential Information is served upon either party, such party will, to the extent not prohibited by law, rule or order, notify the other immediately and, to the maximum extent practicable prior to disclosure of any Confidential Information, will, at the other’s request and reasonable expense, cooperate in any lawful effort to contest the legal validity of such subpoena or other legal process. The restrictions set forth herein shall apply during the term and after the termination of this Agreement. All Confidential Information furnished to the Asset Representations Reviewer or Servicer, as the case may be, or to which the Asset Representations Reviewer or Servicer gains access in connection with this Agreement, is the respective exclusive property of the disclosing party.

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(d)      Use by Agents, Employees, Subcontractors. The parties shall take reasonable measures to prevent its Agents, employees and subcontractors from using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant to this Agreement. Such measures shall include, but not be limited to, (i) education of such Agents, employees and subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from such Agents, employees and subcontractors that the Confidential Information shall be handled only in accordance with provisions no less restrictive than those contained in this Agreement. This provision shall survive termination of this Agreement.

(e)      Remedies. The parties agree and acknowledge that in order to prevent the unauthorized use or disclosure of Confidential Information, it may be necessary for a party to seek injunctive or other equitable relief, and that money damages may not constitute adequate relief, standing alone, in the event of actual or threatened disclosure of Confidential Information. In addition, the harmed party shall be entitled to all other remedies available at law or equity including injunctive relief.

(f)      Exceptions. Confidential Information shall not include, and this Agreement imposes no obligations with respect to, information that:

(i) is or becomes part of the public domain other than by disclosure by a party or its Agents in violation of this Agreement;

(ii) was disclosed to a party prior to the effective date without a duty of confidentiality;

(iii) is independently developed by a party outside of this Agreement and without reference to or reliance on any Confidential Information of the other party; or

(iv) was obtained from a third party not known after reasonable inquiry to be under a duty of confidentiality.

The foregoing exceptions shall not apply to any Non-Public Personal Information or Personally Identifiable Financial Information, which shall remain confidential in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.

(g)      Return of Confidential Information. Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

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Section 4.9.    Security and Safeguarding Information

(a)      Confidential Information that contains Non-Public Personal Information about customers is subject to the protections created by the Gramm-Leach-Bliley Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (the “FTC”) (the “Safeguards Rule”). Additionally, State specific laws may regulate how certain confidential or personal information is safeguarded. The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and any State specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any State specific laws, and this Agreement.

With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

(i)    It will use commercially reasonable efforts to safeguard and protect the confidentiality of any Confidential Information and agrees, warrants, and represents that it has or will implement and maintain appropriate safeguards designed to safeguard and protect the confidentiality of any Confidential Information.

(ii)    It will not disclose or use Confidential Information provided except for the purposes as set in the Agreement, including as permitted under the Act and its implementing regulations, or other applicable law.

(iii)    It acknowledges that the providing party is required by the Safeguards Rule to take reasonable steps to assure itself that its service providers maintain sufficient procedures to detect and respond to security breaches, and maintain reasonable procedures to discover and respond to widely-known security failures by its service providers. It agrees to furnish to the providing party that appropriate documentation to provide such assurance.

(iv)    It understands that the FTC may, from time to time, issue amendments to and interpretations of its regulations implementing the provisions of the Act, and that pursuant to its regulations, either or both of the parties hereto may be required to modify their policies and procedures regarding the collection, use, protection, and/or dissemination of Non-Public Personal Information. Additionally, States may issue amendments to and interpretations of existing regulations, or may issue new regulations, which both of the parties hereto may be required to modify their policies and procedures. To the extent such regulations are so amended or interpreted, each party hereto agrees to use reasonable efforts to adjust the Agreement in order to comply with any such new requirements.

(v)    By the signing of this Agreement, each party certifies that it has a written, comprehensive information security program that is in compliance with federal and State laws that are applicable to its respective organization and the types of Confidential Information it receives.

(b)      The Asset Representations Reviewer represents and warrants that it has, and will continue to have, adequate administrative, technical, and physical safeguards designed to (i)

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protect the security, confidentiality and integrity of Non-Public Personal Information, (ii) ensure against anticipated threats or hazards to the security or integrity of Non-Public Personal Information, (iii) protect against unauthorized access to or use of Non-Public Personal Information and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)      The Asset Representations Reviewer will promptly notify the Servicer in the event it becomes aware of any unauthorized or suspected acquisition of data or Confidential Information that compromises the security, confidentiality or integrity of Servicer’s Confidential Information, whether internal or external. The disclosure will include the date and time of the breach along with specific information compromised along with the monitoring logs, to the extent then known. The Asset Representations Reviewer will use commercially reasonable efforts to take remedial action to resolve such breach.

(d)      The Asset Representations Reviewer will cooperate with and provide information to the Issuer and the Servicer regarding the Asset Representations Reviewer’s compliance with this Section 4.9.

ARTICLE V

RESIGNATION AND REMOVAL

Section 5.1.    Resignation and Removal of Asset Representations Reviewer.

(a)      Resignation of Asset Representations Reviewer. The Asset Representations Reviewer may not resign as Asset Representations Reviewer, except:

(i)    upon determination that (A) the performance of its obligations under this Agreement is no longer permitted under applicable law and (B) there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law; or

(ii)    with the consent of the Issuer.

The Asset Representations Reviewer will give the Issuer and the Servicer sixty (60) days’ prior notice of its resignation. Any determination permitting the resignation of the Asset Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel delivered to the Issuer, the Servicer, the Owner Trustee, the Trust Collateral Agent and the Trustee. No resignation of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place.

(b)      Removal of Asset Representations Reviewer. The Issuer may remove the Asset Representations Reviewer and terminate all of its rights and obligations (other than as provided in Section 4.5) under this Agreement (i) if the Asset Representations Reviewer ceases to be an Eligible Asset Representations Reviewer, (ii) on a breach of any of the representations, warranties, covenants or obligations of the Asset Representations Reviewer contained in this Agreement and (iii) on the occurrence of an Insolvency Event with respect to the Asset

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Representations Reviewer, by notifying the Asset Representations Reviewer, the Trustee and the Servicer of the removal.

(c)      Effectiveness of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will become effective until a successor Asset Representations Reviewer is in place. The predecessor Asset Representations Reviewer will continue to perform its obligations under this Agreement until a successor Asset Representations Reviewer is in place.

Section 5.2.    Engagement of Successor.

(a)      Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

(b)      Transition and Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement. The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor Asset Representations Reviewer.

Section 5.3.    Merger, Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, (c) which acquires substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding to the business of the Asset Representations Reviewer, which Person is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law). No such transaction will be deemed to release the Asset Representations Reviewer from its obligations under this Agreement.

ARTICLE VI

OTHER AGREEMENTS

Section 6.1.    Independence of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuer, and, with respect to the Owner Trustee, the Owner

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Trustee, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee and will not be considered an Agent of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee. Nothing in this Agreement will make the Asset Representations Reviewer and any of the Issuer, the Trust Collateral Agent, the Trustee or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.      No Petition. Each of the Servicer and the Asset Representations Reviewer, by entering into this Agreement, and the Owner Trustee, the Trust Collateral Agent and the Trustee, by accepting the benefits of this Agreement, agrees that, before the date that is one (1) year and one (1) day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by the Seller or by a trust for which the Seller was a Seller or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, the Seller or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.

Section 6.3.      Limitation of Liability of Owner Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by [Owner Trustee], not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [Owner Trustee] but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on [Owner Trustee], individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) [Owner Trustee] has made no investigation as to the accuracy or completeness of any representations or warranties made by the Issuer in this Agreement and (v) under no circumstances shall [Owner Trustee] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

Section 6.4.      Termination of Agreement. This Agreement will terminate, except for the obligations under Section 4.5, on the earlier of (a) the payment in full of all Outstanding Notes and the satisfaction and discharge of the Indenture and (b) the termination of the Issuer.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1.    Amendments.

(a)        The parties may amend this Agreement:

(i)    without the consent of the Noteholders, to clarify an ambiguity or to correct or supplement any term of this Agreement that may be defective or inconsistent with the

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other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer;

(ii)    without the consent of the Noteholders, if the Servicer delivers an Officer’s Certificate to the Issuer, the Owner Trustee, the Trust Collateral Agent and the Trustee stating that the amendment will not have a material adverse effect on the Notes; or

(iii)    with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes materially and adversely affected by the amendment (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)     Notice of Amendments. The Servicer will give prior notice of any amendment to the Rating Agencies. Promptly after the execution of an amendment, the Servicer will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.    Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)      Assignment. Except as stated in Section 5.3, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

(b)      Benefit of the Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties to this Agreement and their permitted successors and assigns. The Owner Trustee, the Trust Collateral Agent and the Trustee (both in its individual capacity and in its capacity as Trustee for the benefit of the Noteholders), will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have any right or obligation under this Agreement.

Section 7.3.    Notices.

(a)      Delivery of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be considered given:

(i)    on delivery or, for a letter mailed by registered first-class mail, postage prepaid, three (3) days after deposit in the mail;

(ii)    for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)    for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)    for an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.

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(b)    Notice Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed as stated in Section 12.3(a) of the Sale and Servicing Agreement or at another address as a party may designate by notice to the other parties.

Section 7.4.    GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 7.5.    Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a)      submits for itself and, as applicable, its property, in any legal action relating to this Agreement, the Basic Documents or any other documents executed and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b)      consents that any such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and

(c)      waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Basic Documents or the transactions contemplated hereby.

Section 7.6.    No Waiver; Remedies. No party’s failure or delay in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.7.    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 7.8.    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 7.9.    Counterparts and Consent to Do Business Electronically. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but together they shall constitute one and the same instrument. Facsimile and .pdf signatures shall

18

be deemed valid and binding to the same extent as the original and the parties affirmatively consent to the use thereof, with no such consent having been withdrawn. Each party agrees that this Agreement and any documents to be delivered in connection with this Agreement may be executed by means of an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, State enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, in each case to the extent applicable. Any electronic signatures appearing on this Agreement and such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any electronic signature or faxed, scanned, or photocopied manual signature of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

[Remainder of Page Intentionally Left Blank]

19

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

AMERICREDIT AUTOMOBILE RECEIVABLES       TRUST 20    -
By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee on behalf of the Trust.
By:
	Name:
	Title:
AMERICREDIT FINANCIAL SERVICES, INC.,
as Servicer
By:
	Name:
	Title:
,
as Asset Representations Reviewer
By:
	Name:
	Title:

[Signature Page to Asset Representations Review Agreement]

Schedule A

Representations and Warranties and Procedures to be Performed

Representation

1.        Characteristics of Receivables. Each Receivable (A) was originated (i) by AmeriCredit or (ii) by a Dealer and purchased by AmeriCredit from such Dealer under an existing Dealer Agreement or pursuant to a Dealer Assignment with AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a Dealer Assignment, (B) was originated by AmeriCredit or such Dealer for the retail sale of a Financed Vehicle in the ordinary course of AmeriCredit’s or the Dealer’s business, in each case (i) was originated in accordance with AmeriCredit’s credit policies and (ii) was fully and properly executed by the parties thereto, and (iii) AmeriCredit and, to the best of the Seller’s and the Servicer’s knowledge, each Dealer had all necessary licenses and permits to originate Receivables in the State where AmeriCredit or each such Dealer 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, and (D) 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.

Documents

Receivable File

AmeriCredit’s Policies

Data Tape

Dealer Agreement

Procedures to be Performed

A. [Origination Entity of Each Receivable

i. Confirm that the Contract is a retail installment sale contract or promissory note relating to the sale of a motor vehicle.

ii. Review the Contract and verify it was originated by AmeriCredit, or

iii. Verify that the Receivable was originated by a Dealer and purchased by AmeriCredit.

iv. If the Contract was originated by a Dealer, verify the Receivable File contains a valid Dealer Agreement between the Dealer and AmeriCredit.

B. Receivable originated for Retail Sale of a Financed Vehicle

i. Review the Contract and verify AmeriCredit’s credit policies were followed.

ii. Observe the Contract and confirm it was executed by the buyer, co-buyer (if applicable) and the Dealer.

Schedule A-2

iii. If the Contract was originated by AmeriCredit, review the Receivable File and confirm AmeriCredit had all necessary licenses and permits as required by the State in which it was originated.

iv. If the Contract was originated by a Dealer, confirm the Dealer Agreement contains language confirming the Dealer was required to have all necessary licenses and permits and there was no evidence of the contrary.

C. Contract contains customary and enforceable provisions

i. Review the Contract and verify it contains clauses to render the rights and remedies of the holder adequate for realization against the collateral.

D. Original Receivable Contract intact

i. Review the Receivable File and Servicer’s system for any indication of amendments to the Receivable.

ii. If an amendment is reported, confirm the terms in the Contract match the data tape

E. If steps (A) through (D) are confirmed, then Test Pass.]

Schedule A-3

Representation

2.        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 Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss 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 Dodd-Frank Wall Street Reform and Consumer Protection Act, the Servicemembers Civil Relief Act, each applicable State Motor Vehicle Retail Installment Sales Act, the Gramm-Leach-Bliley 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.

Documents

Receivable File

Sale Contract

Procedures to be Performed

A. [Confirm the following sections are present on the contract and filled out:

  i. Name and address of Creditor

 ii. APR

iii. Finance Charge

iv. Amount Financed

 v. Total of Payments

vi. Total Sale Price

B. Confirm a Payment Schedule is present and complete.

C. Confirm there is an itemization of the Amount Financed.

D. Confirm the following disclosures are included in the contract:

  i. Prepayment disclosure

 ii. Late Payment Policy including the late charge amount or calculation

iii. Security Interest disclosure

iv. Contract Reference

 v. Insurance Requirements

E. If steps (A) through (D) are confirmed, then Test Pass.]

Schedule A-4

Representation

3.        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 [related] Cutoff Date of the Servicemembers Civil Relief Act, as amended; and, to the best of the Seller’s and the Servicer’s knowledge, 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.

Documents

Retail Sale Contract

Procedures to be Performed

A. [Observe the Contract and confirm it was signed by the Obligor.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-5

Representation

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

Documents

Data Tape

Procedures to be Performed

A. [Confirm the Account Number in the data tape matches the Account Number listed in the Schedule of Receivables.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-6

    Representation

5.        Marking Records. Each of AmeriCredit and the Seller agree 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, AmeriCredit has indicated in its computer files that the Receivables are owned by the Trust.

Documents

Transaction Documents

System Reports

Procedures to be Performed

A. [Verified through the transaction documents and Schedule of Receivables.

B. Verify AmeriCredit indicates within its computer files that the Receivable is owned by the Trust.

C. If steps (A) and (B) are confirmed, then Test Pass.]

Schedule A-7

Representation

6.        Chattel Paper. The Receivables constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC.

Documents

Receivable File

Imaging System Access

Procedures to be Performed

A. [Receivables constitute “tangible chattel paper” or “electronic chattel paper”

  i. Confirm there is a signature under the appropriate buyer, co-buyer and seller signature lines on the contract.

 ii. Confirm the contract reports an amount financed greater than zero.

iii. Confirm there is documentation of a lien against the title of a vehicle.

B. If (i), (ii) and (iii) are confirmed, then Test Pass.]

Schedule A-8

Representation

7.        One Original. There is only one (1) original executed copy (or with respect to “electronic chattel paper”, one (1) authoritative copy) of each Contract. With respect to Contracts 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.

Documents

Receivable File

E-Vault

Procedures to be Performed

A. [There is one (1) original executed copy of the Contract or,

  i. Ensure that all parties have signed the contract.

B. There is only one (1) authoritative copy of the Receivable with respect to “electronic chattel paper”;

  i. Review the authoritative copy of the contract for the Receivable. Verify it is unique, identifiable, and unalterable.

 ii. Ensure the authoritative copy has been executed by all parties.

iii. Ensure in the contract has been marked as an Authoritative Copy.

C. Ensure the copy has been executed by all parties to AmeriCredit.

D. If steps (A) through (C) are confirmed, then Test Pass.]

Schedule A-9

Representation

8.        Not an Authoritative Copy. With respect to Contracts that are “electronic chattel paper”, the Servicer 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.”

Documents

E-Vault

Procedures to be Performed

A. [Confirm if there is a single authoritative copy;

  i. Identify any and all contracts other than the single authoritative copy.

 ii. Confirm all non-authoritative electronic chattel paper copies are appropriately marked.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-10

Representation

9.        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.

Documents

E-Vault

Procedures to be Performed

A. [Review electronic chattel paper, confirm that related Receivables have been established in the following manner:

  i. All copies of revisions that add or change an identified assignee of the authoritative copy of the Contract contain the signature and/or approval of the Trust Collateral Agent.

 ii. All revisions of the authoritative copy are identifiable as authorized or unauthorized.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-11

Representation

10.        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.

Documents

E-Vault

Procedures to be Performed

A. [Review the authoritative copy of the Contract.

  i. Confirm there is no indication that the Receivable has been pledged, assigned or conveyed to any other Party other than the Trust Collateral Agent.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-12

Representation

11.        Receivable Files Complete. There exists a Receivable File pertaining to each Receivable. 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. With respect to any Receivables that are “tangible chattel paper”, the complete Receivable File for each Receivable currently is in the possession of the Custodian.

Documents

Receivable File

Modification Agreements (if applicable)

Procedures to be Performed

A. [Confirm the Receivable File is Completed;

  i. Review Receivable and confirm that there is a corresponding Receivable File.

 ii. Verify all related documents concerning the Receivable are maintained electronically by the Servicer.

iii. If any Receivables are “tangible chattel paper,” confirm the Custodian has the complete Receivable File for each Receivable.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-13

Representation

12.        Receivables in Force. No Receivable has been satisfied, or, to the best of the Seller’s and the Servicer’s knowledge, 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.

Documents

Receivable File

Assignment

Data Tape

Procedures to be Performed

A. [Confirm the Receivable has not been satisfied, subordinated or rescinded;

  i. Review Receivable file and confirm there is no indication the Receivable was subordinated or rescinded.

 ii. Confirm there is no indication the Receivable was satisfied prior to the [related] Cutoff Date.

B. Confirm there is no evidence the Financed Vehicle has been released from the lien in whole or in part.

C. Confirm there is no indication the terms of the Receivable have been waived, altered or modified since origination, except by instruments or documents identified in the Receivable File or the Servicer’s electronic records.

D. If steps (A), (B) and (C) are confirmed, then Test Pass.]

Schedule A-14

Representation

13.        Good Title. Immediately prior to the conveyance of the Receivables to the Trust pursuant to this Agreement, the Seller was the sole owner thereof and had good and indefeasible title thereto, free of any Lien and, upon execution and delivery of this Agreement by the Seller, the Trust shall have good and indefeasible title to and will be the sole owner of such Receivables, free of any Lien. 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 or Dealer Assignments or to payments due under such Receivables. No Dealer has a participation in, or other right to receive, proceeds of any Receivable.

Documents

Receivable File

Dealer Agreement

Procedures to be Performed

A. [Review the Receivable;

  i. Confirm the Receivable had no lien or claim filed for additional work, labor, or materials. Also, confirm there is no tax lien for this Receivable.

 ii. Confirm that the title documents list AFSI or DBA GM Financial as the sole lien holder and that no other lien holder is listed and has not been sold, assigned, or transferred to any other entity.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-15

Representation

14.        Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or AmeriCredit has commenced procedures that will result in such Lien Certificate which will show, AmeriCredit named (which may be accomplished by the use of a properly registered DBA name in the applicable jurisdiction) as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. 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, 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). To the best of the Seller’s and the Servicer’s knowledge, as of the [related] Cutoff Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Documents

Receivable File

Procedures to be Performed

A. [Confirm first priority for AmeriCredit.

  i. Verify that the Receivable has an existing first priority security interest in favor of AmeriCredit or properly registered DBA.

 ii. Verify the lien certificate shows or that AmeriCredit has commenced procedures (which may include an application of title, a dealer guaranty or other standard documentation or practices in effect at the time of origination) that will result in such Lien Certificate which will show AmeriCredit or a registered DBA as the original secured party under the Receivable.

B. Confirm first priority security interest directly after sale, transfer or assignment;

  i. Verify the Receivable has been secured by a security interest in the Financed Vehicle.

 ii. Verify the security interest exists prior to all other Liens and security interests in the Financed Vehicle which already exist or could exist later.

iii. As of the [related] Cutoff Date, verify that no other Liens or Claims exist affecting the Financed Vehicle that are or may be prior or equal to the Liens of the Receivable.

C. If steps (A) and (B) are confirmed, then Test Pass.]

Schedule A-16

Representation

15.        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 owner thereof with respect to such Receivable.

Documents

Receivable File

Procedures to be Performed

A. [Confirm the Receivable is NOT assumable by any Person in a manner that would release the Obligor from their financial obligation to GM Financial.

  i. Review the Contract for language indicating the Receivable is not assumable.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-17

Representation

16.        No Defenses. No Receivable is subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and the operation of any of the terms of any Receivable, or the exercise of any right thereunder, will not render such Receivable unenforceable in whole or in part and no such right has been asserted or threatened with respect to any Receivable.

Documents

Receivable File

Dealer Agreement

Procedures to be Performed

A. [Confirm the Receivable files and documents do NOT have any indication that it is subject to rescission, setoff, counterclaim, or defense that could cause the Receivable to become invalid.

  i. Confirm there is no indication of litigation or attorney involvement in the Receivable file or servicing system.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-18

Representation

17.        No Default. There has been no default, breach, or, to the knowledge of the Seller and Servicer, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than thirty (30) days), and, to the best of the Seller’s and the Servicer’s knowledge, 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.

Documents

Receivable File

Data Tape

Procedures to be Performed

A. [Confirm that no default status existed or was pending on the Receivable as of the [related] Cutoff Date.

  i. Verify the loan did not have a default, breach, violation or event permitting acceleration under the terms of the Receivable.

 ii. Verify that no conditions existed that would permit acceleration of notice that was provided.

iii. If a condition did exist as specified in part ii, verify that the Receivable had a waiver preventing acceleration from one of the aforementioned reasons.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-19

Representation

18.        Insurance. At the time of an origination of a Receivable by AmeriCredit or a Dealer, each Financed Vehicle is required to be covered by a comprehensive and collision insurance policy, 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.

Documents

Receivable File

Agreement to Provide Insurance

Procedures to be Performed

A. [Verify the Contract or the Agreement to Provide Insurance requires the Receivable to be covered by a comprehensive and collision insurance policy at the time of origination or that language exists allowing the holder to obtain physical loss and damage insurance at the expense of the Obligor if the Obligor fails to do so.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-20

Representation

19.            Certain Characteristics of the Receivables.

(A) Each Receivable had a remaining maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      months.

(B) Each Receivable had an original maturity, as of the [applicable] Cutoff Date, of not less than three (3) months and not more than      months.

(C) Each Receivable had a remaining Principal Balance, as of the [applicable] Cutoff Date, of at least $250 and not more than $         .

(D) Each Receivable had an Annual Percentage Rate, as of the [applicable] Cutoff Date, of at least 1% and not more than    %.

(E) No Receivable was more than thirty (30) days past due as of the [applicable] Cutoff Date.

(F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof.

(G) Each Obligor had a billing address in the United States or a United States territory as of the date of origination of the related Receivable.

(H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars.

(I) Each Receivable arose under a Contract that 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. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer.

(J) Each Receivable arose under a Contract with respect to which AmeriCredit has performed all obligations required to be performed by it thereunder.

(K) No automobile related to a Receivable was held in repossession inventory as of the [applicable] Cutoff Date.

(L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the [applicable] Cutoff Date.

(M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

Schedule A-21

Documents

Data Tape

Receivable File

Procedures to be Performed

A. [Review the Data Tape and confirm that the remaining maturity date is more than or equal to three (3) months but less than or equal to     months from the [applicable] Cutoff Date.

B. Review the Data Tape and confirm that the original maturity date is more than or equal to three (3) months but less than or equal to     months from the [applicable] Cutoff Date.

C. Review the Data Tape and confirm that the remaining principal balance is more than [or equal to] $250 but less than or equal to $          .

D. Review the Data Tape and confirm that the annual percentage rate is more than or equal to 1% but less than or equal to    %.

E. Review the Data Tape and confirm that the next payment due date was not more than 30 days from the [applicable] Cutoff Date.

F. Confirm the following:

i) The Contract was completed on a U.S. State or territory automobile contract form.

ii) An “Applicable Law” disclosure is present confirming the contract is governed by federal and State law.

iii) The test for Compliance with Law representation was passed

G. Review the Contract and confirm that the Obligor’s billing address is located within the United States or within a United States territory.

H. Review the Contract and confirm that the payment schedule details are reported in U.S. dollars.

I. Review the Contract and confirm that the contract is assignable without the consent or notice of the Obligor.

J. Confirm a Truth in Lending statement appears on the Contract.

K. Review the Data Tape and to confirm that no automobile was held in repossession inventory as of the [applicable] Cutoff Date.

L. Review the Data Tape and to confirm that no Obligor was involved in active bankruptcy as of the [applicable] Cutoff Date.

M. Review the Contract and confirm that the Obligor is not reported as the United States of America or any State, agency, department or subdivision of the government.

N. If steps (A) through (M) are confirmed, then Test Pass.]

Schedule A-22

Representation

20.        Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty.

Documents

Retail Sale Contract

Procedures to be Performed

A. [Confirm there is language in the Contract that the borrower is able to pay off the Receivable before the maturity date without being penalized.

B. If step (A) is confirmed, then Test Pass.]

Schedule A-23

EX-10.3

Exhibit 10.3

Execution Version

SECOND AMENDED AND RESTATED SERVICING AGREEMENT

This Second Amended and Restated Servicing Agreement (the “Agreement”) is made and entered into the 1st day of January 2006 between AmeriCredit Financial Services of Canada Ltd. as successor by merger to AmeriCredit Service Center Ltd., an Ontario corporation (“AFS of Canada”), and AmeriCredit Financial Services, Inc., a Delaware corporation (“AFSI”).

WHEREAS, AFS of Canada and AFSI are parties to that certain Amended and Restated Servicing Agreement dated as of July 1, 2003; and

WHEREAS, the parties hereto desire that AFS of Canada provide servicing of AFSI’s automobile loan contracts as more fully described in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed by and between the parties hereto as follows:

DUTIES

1. AFS of Canada agrees that, during the term of this Agreement, it will provide servicing of AFSI’s automobile loan contracts including, but not limited to, collection calls to borrowers and operational services on a daily basis as required;

2. AFS of Canada will provide full administrative support including, without limitation, making its relevant employees available to service AFSI’s automobile loan contracts as is necessary; and

3. Subject to the “Term” provisions below, AFS of Canada have the option to retain another person or entity to provide any or all of the services covered in this Agreement.

SERVICING FEE

AFSI shall pay AFS of Canada a fee equal to the costs expended by AFS of Canada in rendering the services described in this Agreement plus a five percent (5%) mark-up on such costs.

INDEMNIFICATION

AFSI shall indemnify AFS of Canada and its 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 the performance of AFS of Canada’s duties under this Agreement other than if such loss, liability or expense was incurred by AFS of Canada as a result of its willful misconduct, bad faith or gross negligence.

TERM

The initial term of this Agreement shall commence as of the first date written above and shall terminate on June 30, 2006 (the “Initial Term”), and shall automatically be renewed as of each July 1 for successive one year terms (each a “Renewal Term”) unless either party shall give notice to the other of its intent not to renew at least 60 days prior to the end of the Initial Term, or the then current Renewal Term, as applicable (the Initial Term and all Renewal Terms, if any, are hereinafter referred to collectively as the “Term”). Notwithstanding the foregoing, either party may terminate this Agreement on thirty (30) days written notice to the other party.

COVENANTS & GENERAL PROVISIONS

1. AFS of Canada covenants and represents that it is an Ontario corporation in good standing under the laws of such jurisdiction and that the person executing this Agreement on its behalf is authorized to execute this Agreement.

2. AFSI covenants and represents that it is a Delaware corporation in good standing under the laws of such jurisdiction and that the person executing this Agreement on its behalf is authorized to execute this Agreement.

3. This Agreement shall be deemed made in, and governed by, the laws of the State of Texas and in the event of a dispute, each party hereby consents to the jurisdiction of the appropriate courts of the State of Texas to resolve such dispute.

4. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person, other than the parties or their respective successors and assigns, any rights, remedies, or liabilities under or by revision of this Agreement.

5. This Agreement constitutes the entire agreement between the parties, contains all of the agreements between the parties with respect to the subject matter here, and supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No change or modification of this Agreement shall be valid unless the same shall be in writing and signed by the parties. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom the waiver is sought to be enforced.

6. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or it received three business days after being mailed by certified or registered mail.

7. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8. This Agreement may be executed in any number of counterparts, but all of such counterparts together shall constitute one and the same agreement.

9. No provision contained in this Agreement shall be deemed to have been abrogated or waived by reason of failure or delay to enforce the same, regardless of the number of branches or violations which may occur. This Agreement may be amended only by a written executed by each party hereto.

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

AmeriCredit Financial Services of Canada Ltd.	AmeriCredit Financial Services, Inc.
By:     /s/ Dean R. Mackey	By:     /s/ Chris A. Choate
Name:  Dean R. Mackey	Name:  Chris A. Choate
Title:   Vice President, Human Resources	Title:  Executive Vice President, Chief Financial
	Officer and Treasurer

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EX-36.1

Exhibit 36.1

Certification

I, [identify the certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

1.    I have reviewed the prospectus relating to the Class A-1, Class A-2[-A], [Class A-2-B,] Class A-3, Class B [,]/[and] Class C [and Class D Notes] of AmeriCredit Automobile Receivables Trust 20__-_ (the “securities”) and am familiar with, in all material respects, the following: The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.    Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.    Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.    Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date:                       , 20   .
	[Name]
	Chief Executive Officer [and             ] of
	AFS SenSub Corp.

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

SF-3

(Form Type)

AFS SenSub Corp.

(Exact Name of Registrant as Specified in its Charter)

AmeriCredit Automobile Receivables Trust 20    -    

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

Security   Type

Security Class Title

Fee   Calculation   or Carry Forward Rule

Amount   Registered

Proposed   Maximum   Offering Price Per Unit(1)

Maximum Offering   Aggregate   Price(1)

Fee Rate

Amount of   Registration   Fee(2)

Carry   Forward   Form Type

Carry   Forward   File Number

Carry Forward   Initial Effective   Date

Filing Fee Previously Paid In Connection  With Unsold Securities  to be Carried Forward

Newly Registered Securities

Fees to be Paid

Asset-Backed Securities

Class A-1 Asset-Backed Notes, Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

Asset-Backed Securities

Class A-2[-A] Asset-Backed Notes,   Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

[Asset-Backed Securities

Class A-2[-B] Asset-Backed Notes, Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$            ]

Asset-Backed Securities

Class A-3 Asset-Backed Notes, Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

Asset-Backed Securities

Class B Asset-Backed Notes, Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

Asset-Backed Securities

Class C Asset-Backed Notes, Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

Asset-Backed Securities

Class D  Asset-Backed Notes,  Series AMCAR 20    -

457(s)

$

100%

$

[        ]

$

Fees  Previously  Paid

Carry Forward Securities

Carry Forward  Securities

Total Offering Amount

$

$

Total Fees Previously Paid

Total Fee Offsets

$[        ]

Net Fees Due

$

⁽¹⁾ Estimated solely for the purposes of calculation registration fee.

⁽²⁾ Pursuant to rule 456(c) and 457(s) of the General Rules and Regulations of the Securities Act of 1933, as amended, the registration fee related to the asset-backed notes offered hereby is paid herewith.

[Table 2: Fee Offset Claims and Sources

	Registrant or Filer   Name	Form or   Filing Type	File   Number	Initial Filing Date	Filing Date	Fee Offset  Claimed(3)	Security Type  Associated with Fee Offset Claimed	Security Title  Associated with Fee  Offset Claimed	Unsold Securities  Associated with Fee  Offset Claimed	Unsold Aggregate Offering Amount  Associated with Fee  Offset Claimed	Fee Paid with  Fee Offset Source
Rules 457(b)
Fee Offset     Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims	[AFS SenSub Corp.]	[424H]	[        ]	, 20		$	Asset-Backed Securities	Asset-Backed Notes, Series AMCAR 20    -	Class [__] Asset-Backed Notes, Series AMCAR 20    -	$
Fee Offset Sources	[AFS SenSub Corp.]	[424H]	[        ]		_, 20						$

⁽³⁾ The Registrant has completed the offering related to the unsold securities for which a filing fee of $[            ] was previously paid on [            ], 20[    ].]