\n SECTION 7.12 Nonpetition Covenant……………………………………….. 13
\n SECTION 7.13 Limitation of Liability of Trustee…………………………… 13
\n SECTION 7.14 Additional Transfers……………………………………….. 13
\n SECTION 7.15 Binding Effect…………………………………………….. 13
\n<\/c><\/s><\/table>\nEXHIBITS<\/p>\n
Exhibit A — Form of Supplement<\/p>\n
ii<\/p>\n
MASTER RECEIVABLES PURCHASE AGREEMENT
\n ————————————-<\/p>\n
THIS MASTER RECEIVABLES PURCHASE AGREEMENT, dated as of February 25,
\n2002, executed among AmeriCredit MTN Receivables Trust III, a Delaware business
\ntrust, as purchaser (“Purchaser”), JPMorgan Chase Bank, as collateral agent (the
\n ———
\n“Collateral Agent”), AmeriCredit MTN Corp. III, a Delaware corporation, as
\n —————-
\nseller (“AMTN”) and AmeriCredit Financial Services, Inc., a Delaware
\n —-
\ncorporation, as seller (“AFS” and together with AMTN, the “Sellers”).
\n — ——-<\/p>\n
W I T N E S S E T H :
\n – – – – – – – – – –<\/p>\n
WHEREAS, Purchaser has agreed to purchase from time to time from the
\nSellers, and the Sellers, pursuant to this Agreement, have agreed to transfer
\nfrom time to time to the Purchaser the Receivables and Other Conveyed Property.<\/p>\n
NOW, THEREFORE, in consideration of the premises and the mutual
\nagreements hereinafter contained, and for other good and valuable consideration,
\nthe receipt of which is acknowledged, Purchaser and the Sellers, intending to be
\nlegally bound, hereby agree as follows:<\/p>\n
ARTICLE I.<\/p>\n
DEFINITIONS<\/p>\n
SECTION 1.1 General. The specific terms defined in this Article
\n ——-
\ninclude the plural as well as the singular. The words “herein,” “hereof” and
\n“hereunder” and other words of similar import refer to this Agreement as a whole
\nand not to any particular Article, Section or other subdivision, and Article,
\nSection, Schedule and Exhibit references, unless otherwise specified, refer to
\nArticles and Sections of and Schedules and Exhibits to this Agreement.
\nCapitalized terms used herein without definition shall have the respective
\nmeanings assigned to such terms in the Security Agreement (as defined herein) or
\nthe Servicing and Custodian Agreement (as defined herein).<\/p>\n
SECTION 1.2 Specific Terms. Whenever used in this Agreement, the
\n ————–
\nfollowing words and phrases, unless the context otherwise requires, shall have
\nthe following meanings:<\/p>\n
“Agreement” shall mean this Master Receivables Purchase Agreement and
\n ———
\nall amendments hereof and supplements hereto.<\/p>\n
“Collateral Agent” means JPMorgan Chase Bank, as collateral agent and
\n —————-
\nany successor collateral agent appointed and acting pursuant to the Security
\nAgreement.<\/p>\n
“Other Conveyed Property” means all property conveyed by the Sellers
\n ———————–
\nto the Purchaser pursuant to this Agreement and the Supplement other than the
\nReceivables.<\/p>\n
“Purchase Amount” means, with respect to a Receivables the
\n —————
\nOutstanding Balance of such Receivable and all accrued and unpaid interest on
\nsuch Receivables, after giving<\/p>\n
effect to the receipt of any funds collected (from whatever source on such
\nReceivable).<\/p>\n
“Receivables” means the Receivables (as defined in the Security
\n ———–
\nAgreement) listed on the Schedules of Receivables attached to each Supplement.<\/p>\n
“Receivables Transfer Date” means the date specified in the related
\n ————————-
\nSupplement as the date of contribution and\/or sale of Receivables by the Sellers
\nnamed therein to the Purchaser.<\/p>\n
“Relevant Cutoff Date” means the date specified in the related
\n ——————–
\nSupplement, provided, however that such date shall be on or before the related
\nReceivables Transfer Date.<\/p>\n
“Repurchase Event” means the occurrence of a breach of any of
\n —————-
\nSeller’s representations and warranties hereunder or under the Servicing and
\nCustodian Agreement, or the breach of any Seller’s covenants set forth in
\nArticle IV.<\/p>\n
“Sale Agreement” means each “Sale Agreement” in substantially the
\n ————–
\nform attached as Exhibit A to the Sale and Contribution Agreement, which is
\nhereafter executed by AFS and AMTN.<\/p>\n
“Sale and Contribution Agreement” means the Sale and Contribution
\n ——————————-
\nAgreement, dated as of the dated hereof, by and between AMTN (as Purchaser) and
\nAFS (as Seller).<\/p>\n
“Schedules of Receivables” means the lists of Receivables sold and
\n ————————
\ntransferred pursuant to this Agreement and the Schedules which are attached to
\nthe Supplements as Schedules A and B thereto.<\/p>\n
“Security Agreement” means the Security Agreement, dated as of the
\n ——————
\ndate hereof, by and among the Purchaser (as Debtor), AFS (in its individual
\ncapacity and as Servicer), AMTN and the Collateral Agent.<\/p>\n
“Servicing and Custodian Agreement” means the Servicing and Custodian
\n ———————————
\nAgreement, dated as of the date hereof, by and among AFS (as Servicer and as
\nCustodian), the Trust and the Collateral Agent.<\/p>\n
“Supplement” means each agreement by and among the Sellers and the
\n ———-
\nPurchaser pursuant to which the Purchaser will acquire Receivables,
\nsubstantially in the form of Exhibit A hereto.<\/p>\n
SECTION 1.3 Usage of Terms. With respect to all terms used in this
\n ————–
\nAgreement, the singular includes the plural and the plural the singular; words
\nimporting any gender include the other gender; references to “writing” include
\nprinting, typing, lithography, and other means of reproducing words in a visible
\nform; references to agreements and other contractual instruments include all
\nsubsequent amendments thereto or changes therein entered into in accordance with
\ntheir respective terms and not prohibited by this Agreement, the Servicing and
\nCustodian Agreement, the Security Agreement or the Note Purchase Agreement;
\nreferences to Persons include their permitted successors and assigns; and the
\nterms “include” or “including” mean “include without limitation” or “including
\nwithout limitation.”<\/p>\n
2<\/p>\n
SECTION 1.4 No Recourse. Without limiting the obligations of Sellers
\n ———–
\nhereunder and except to the extent otherwise provided in the Transaction
\nDocuments, no recourse may be taken, directly or indirectly, under this
\nAgreement or any certificate or other writing delivered in connection herewith
\nor therewith, against any stockholder, officer or director, as such, of Sellers,
\nor of any predecessor or successor of Sellers.<\/p>\n
ARTICLE II.<\/p>\n
CONVEYANCE OF THE RECEIVABLES
\n AND THE OTHER CONVEYED PROPERTY<\/p>\n
SECTION 2.1 Conveyance of the Receivables and the Other Conveyed
\n —————————————————-
\nProperty. By execution of this Agreement and subject to the terms and conditions
\n——–
\nof this Agreement and simultaneously with the execution and delivery of the
\nrelated Supplement, the relevant Sellers shall sell and\/or contribute, transfer
\nand assign to the Purchaser (collectively, the “Conveyance”) without recourse
\n ———-
\n(but without limitation of its obligations in this Agreement and the other
\nTransaction Documents), and the Purchaser shall purchase or acquire as a
\ncontribution, all right, title and interest of such Sellers in and to:<\/p>\n
(i) each and every Receivable listed on Schedule A and B to the related
\n Supplement and all Collections thereon or in respect thereof on or
\n after the Relevant Cutoff Date;<\/p>\n
(ii) the Related Security with respect to each Receivable;<\/p>\n
(iii) all Proceeds and the rights to receive Proceeds with respect to the
\n Receivables from claims on any physical damage, credit life or
\n disability insurance policies or Collateral Insurance (if any),
\n covering Financed Vehicles or Obligors;<\/p>\n
(iv) all rights under any service contracts on the related Financed
\n Vehicles;<\/p>\n
(v) all rights of the Sellers against Dealers pursuant to Dealer
\n Agreements or Dealer Assignments;<\/p>\n
(vi) all rights of Seller against Third Party Lenders pursuant to Third
\n Party Loan Purchase Agreements and\/or Third Party Assignments.<\/p>\n
(vii) the related Records; and<\/p>\n
(viii) all Proceeds of any or all of the foregoing.<\/p>\n
3<\/p>\n
ARTICLE III.<\/p>\n
REPRESENTATIONS AND WARRANTIES<\/p>\n
SECTION 3.1 Representations and Warranties of AFS. AFS makes the
\n ————————————-
\nfollowing representations and warranties as of the date hereof and as of each
\nReceivables Transfer Date, as the case may be, on which Purchaser relies in
\npurchasing the Receivables and the Other Conveyed Property. Such representations
\nare made as of the execution and delivery of this Agreement and as of the
\nexecution and delivery by AFS of any Supplement, but shall survive the sale
\nand\/or contribution, transfer and assignment of the Receivables and the Other
\nConveyed Property hereunder and under any Supplement, and the grant of the
\nsecurity interest therein and the continuing lien therein by Purchaser to the
\nCollateral Agent for the benefit of the Secured Parties under the Security
\nAgreement. AFS and Purchaser agree that Purchaser will assign to Collateral
\nAgent all Purchaser’s rights under this Agreement and that the Collateral Agent
\nwill thereafter be entitled to enforce this Agreement against AFS in the
\nCollateral Agent’s own name on behalf of the Secured Parties.<\/p>\n
(a) Eligible Receivables. Upon each Receivables Transfer Date, the
\n ——————–
\n Purchaser (i) will acquire each Receivable and the Other Conveyed Property
\n free and clear of any Adverse Claim and (ii) will purchase each Receivable
\n at fair market value. Each Receivable (including all Receivables sold
\n hereunder by AFS or AMTN) as of the date hereof and the Receivables
\n Transfer Date is an Eligible Receivable.<\/p>\n
(b) Organization and Good Standing. AFS has been duly organized and
\n ——————————
\n is validly existing as a corporation in good standing under the laws of the
\n State of Delaware, with power and authority to own its properties and to
\n conduct its business as such properties are currently owned and such
\n business is currently conducted, and had at all relevant times, and now
\n has, power, authority and legal right to acquire, own and sell the
\n Receivables and the Other Conveyed Property to be transferred to Purchaser.<\/p>\n
(c) Due Qualification. AFS is duly qualified to do business as a
\n —————–
\n foreign corporation in good standing, and has obtained all necessary
\n licenses and approvals in all jurisdictions in which the ownership or lease
\n of its property or the conduct of its business requires such qualification.<\/p>\n
(d) Power and Authority. AFS has the power and authority to execute
\n ——————-
\n and deliver this Agreement and its Transaction Documents and to carry out
\n its terms and their terms, respectively; AFS has full power and authority
\n to sell and\/or contribute, transfer and assign the Receivables and the
\n Other Conveyed Property to be sold and\/or contributed, transferred and
\n assigned to and deposited with Purchaser hereunder and has duly authorized
\n such sale or contribution, transfer and assignment to Purchaser by all
\n necessary corporate action; and the execution, delivery and performance of
\n this Agreement and AFS’s Transaction Documents have been duly authorized by
\n AFS by all necessary corporate action.<\/p>\n
(e) Valid Sale; Binding Obligations. This Agreement and AFS’s
\n ——————————-
\n Transaction Documents have been duly executed and delivered, shall effect a
\n valid sale or<\/p>\n
4<\/p>\n
contribution, transfer and assignment of the Receivables and the Other
\n Conveyed Property to the Purchaser, enforceable against AFS and
\n creditors of and purchasers from AFS; and this Agreement and AFS’s
\n Transaction Documents constitute legal, valid and binding obligations
\n of AFS enforceable in accordance with their respective terms, except
\n as enforceability may be limited by bankruptcy, insolvency,
\n reorganization or other similar laws affecting the enforcement of
\n creditors’ rights generally and by equitable limitations on the
\n availability of specific remedies, regardless of whether such
\n enforceability is considered in a proceeding in equity or at law.<\/p>\n
(f) No Violation. The consummation of the transactions
\n ————
\n contemplated by this Agreement and the Transaction Documents, and the
\n fulfillment of the terms of this Agreement and the Transaction
\n Documents, shall not conflict with, result in any breach of any of the
\n terms and provisions of, or constitute (with or without notice, lapse
\n of time or both) a default under, the articles of incorporation or
\n bylaws of AFS, or any indenture, agreement, mortgage, deed of trust or
\n other instrument to which AFS is a party or by which it is bound, or
\n result in the creation or imposition of any Lien upon any of its
\n properties pursuant to the terms of any such indenture, agreement,
\n mortgage, deed of trust or other instrument, other than this
\n Agreement, the Security Agreement and the Note Purchase Agreement, or
\n violate any law, order, rule or regulation applicable to AFS of any
\n court or of any federal or state regulatory body, administrative
\n agency or other governmental instrumentality having jurisdiction over
\n AFS or any of its properties and do not require any action by or
\n require the consent or approval of or the filing of any notice with
\n any Official Body or any other Person.<\/p>\n
(g) No Proceedings. There are no proceedings or investigations
\n ————–
\n pending or, to AFS’s knowledge, threatened against AFS, before any
\n court, regulatory body, administrative agency or other tribunal or
\n governmental instrumentality having jurisdiction over AFS or its
\n properties (i) asserting the invalidity of this Agreement or any of
\n the Transaction Documents, (ii) seeking to prevent the issuance of the
\n Note or the consummation of any of the transactions contemplated by
\n this Agreement or any of the Transaction Documents, (iii) seeking any
\n determination or ruling that might materially and adversely affect the
\n performance by AFS of its obligations under, or the validity or
\n enforceability of, this Agreement or any of the Transaction Documents
\n or (iv) seeking to affect adversely the federal income tax or other
\n federal, state or local tax attributes of, or seeking to impose any
\n excise, franchise, transfer or similar tax upon, the transfer and
\n acquisition of the Receivables and the Other Conveyed Property
\n hereunder or under the Security Agreement.<\/p>\n
(h) Chief Executive Office. The chief executive office of AFS is
\n ———————-
\n located at 801 Cherry Street, Fort Worth, Texas 76102.<\/p>\n
(i) No Adverse Selection. No selection procedures adverse to the
\n ——————–
\n parties hereto or to the Secured Parties have been utilized in
\n selecting the Receivables from all other similar Receivables owned by
\n AFS and its Affiliates.<\/p>\n
(j) Solvency. AFS shall not be insolvent on any Receivables
\n ——–
\n Transfer Date and no Conveyance will cause AFS to become insolvent.<\/p>\n
5<\/p>\n
SECTION 3.2 [Reserved]
\n ———-<\/p>\n
SECTION 3.3 Representations and Warranties of AMTN. AMTN makes
\n ————————————–
\nthe following representations and warranties as of the date hereof and as of
\neach Receivables Transfer Date, as the case may be, on which Purchaser relies in
\npurchasing the Receivables and the Other Conveyed Property. Such representations
\nare made as of the execution and delivery of this Agreement and as of the
\nexecution and delivery by AMTN of any Supplement, but shall survive the sale
\nand\/or contribution, transfer and assignment of the Receivables and the Other
\nConveyed Property hereunder and under any Supplement, and the sale and\/or
\ncontribution, transfer and assignment thereof by Purchaser to the Collateral
\nAgent under the Security Agreement. AMTN and Purchaser agree that Purchaser will
\nassign to Collateral Agent all Purchaser’s rights under this Agreement and that
\nthe Collateral Agent will thereafter be entitled to enforce this Agreement
\nagainst AMTN in the Collateral Agent’s own name on behalf of the Secured
\nParties.<\/p>\n
(a) Eligible Receivables. Upon each Receivables Transfer Date,
\n ——————–
\n the Purchaser (i) will acquire each Receivable and the Other Conveyed
\n Property free and clear of any Adverse Claim and (ii) will purchase each
\n Receivable at fair market value. Each Receivable (including all Receivables
\n sold hereunder by AFS or AMTN) as of the date hereof and the Receivables
\n Transfer Date is an Eligible Receivable.<\/p>\n
(b) Organization and Good Standing. AMTN has been duly
\n ——————————
\n organized and is validly existing as a corporation in good standing under
\n the laws of the State of Delaware, with power and authority to own its
\n properties and to conduct its business as such properties are currently
\n owned and such business is currently conducted, and had at all relevant
\n times, and now has, power, authority and legal right to acquire, own and
\n sell the Receivables and the Other Conveyed Property to be transferred to
\n Purchaser.<\/p>\n
(c) Power and Authority. AMTN has the power and authority to
\n ——————-
\n execute and deliver this Agreement and its Transaction Documents and to
\n carry out its terms and their terms, respectively; AMTN has full power and
\n authority to sell and\/or contribute, transfer and assign the Receivables
\n and the Other Conveyed Property to be sold and\/or contributed, transferred
\n and assigned to and deposited with Purchaser hereunder and has duly
\n authorized such sale and\/or contribution, transfer and assignment to
\n Purchaser by all necessary corporate action; and the execution, delivery
\n and performance of this Agreement and AMTN’s Transaction Documents have
\n been duly authorized by AMTN by all necessary corporate action.<\/p>\n
(d) Due Qualification. AMTN is duly qualified to do business
\n —————–
\n as a foreign corporation in good standing, and has obtained all necessary
\n licenses and approvals in all jurisdictions in which the ownership or lease
\n of its property or the conduct of its business requires such qualification<\/p>\n
(e) Valid Sale; Binding Obligations. This Agreement and AMTN’s
\n ——————————-
\n Transaction Documents have been duly executed and delivered, shall effect a
\n valid sale and\/or contribution, transfer and assignment of the Receivables
\n and the Other Conveyed Property to the Purchaser, enforceable against AMTN
\n and creditors of and purchasers<\/p>\n
6<\/p>\n
from AMTN; and this Agreement and AMTN’s Transaction Documents
\n constitute legal, valid and binding obligations of AMTN enforceable in
\n accordance with their respective terms, except as enforceability may
\n be limited by bankruptcy, insolvency, reorganization or other similar
\n laws affecting the enforcement of creditors’ rights generally and by
\n equitable limitations on the availability of specific remedies,
\n regardless of whether such enforceability is considered in a
\n proceeding in equity or at law.<\/p>\n
(f) No Violation. The consummation of the transactions
\n ————
\n contemplated by this Agreement and the Transaction Documents and the
\n fulfillment of the terms of this Agreement and the Transaction
\n Documents shall not conflict with, result in any breach of any of the
\n terms and provisions of, or constitute (with or without notice, lapse
\n of time or both) a default under, the articles of incorporation or
\n bylaws of AMTN, or any indenture, agreement, mortgage, deed of trust
\n or other instrument to which AMTN is a party or by which it is bound,
\n or result in the creation or imposition of any Lien upon any of its
\n properties pursuant to the terms of any such indenture, agreement,
\n mortgage, deed of trust or other instrument, other than this
\n Agreement, the Security Agreement and the Note Purchase Agreement, or
\n violate any law, order, rule or regulation applicable to AMTN of any
\n court or of any federal or state regulatory body, administrative
\n agency or other governmental instrumentality having jurisdiction over
\n AMTN or any of its properties and do not require any action by or
\n require the consent or approval of or the filing of any notice with
\n any Official Body or any other Person.<\/p>\n
(g) No Proceedings. There are no proceedings or investigations
\n ————–
\n pending or, to AMTN’s knowledge, threatened against AMTN, before any
\n court, regulatory body, administrative agency or other tribunal or
\n governmental instrumentality having jurisdiction over AMTN or its
\n properties (i) asserting the invalidity of this Agreement or any of
\n the Transaction Documents, (ii) seeking to prevent the issuance of the
\n Note or the consummation of any of the transactions contemplated by
\n this Agreement or any of the Transaction Documents, (iii) seeking any
\n determination or ruling that might materially and adversely affect the
\n performance by AMTN of its obligations under, or the validity or
\n enforceability of, this Agreement or any of the Transaction Documents,
\n or (iv) seeking to affect adversely the federal income tax or other
\n federal, state or local tax attributes of, or seeking to impose any
\n excise, franchise, transfer or similar tax upon, the transfer and
\n acquisition of the Receivables and the Other Conveyed Property
\n hereunder or under the Security Agreement.<\/p>\n
(h) Chief Executive Office. The chief executive office of AMTN
\n ———————-
\n is located at 801 Cherry Street, Fort Worth, Texas 76102.<\/p>\n
(i) No Adverse Selection. No selection procedures adverse to the
\n ——————–
\n parties hereto or to the Secured Parties have been utilized in
\n selecting the Receivables from all other similar Receivables owned by
\n AMTN and its Affiliates.<\/p>\n
(j) Solvency. AMTN shall not be insolvent on any Receivables
\n ——–
\n Transfer Date and no Conveyance will cause AMTN to become insolvent.<\/p>\n
7<\/p>\n
ARTICLE IV.<\/p>\n
COVENANTS OF SELLERS<\/p>\n
SECTION 4.1 Liens in Force. The Financed Vehicle securing each
\n ————–
\nReceivable shall not be released by the related Seller in whole or in part from
\nthe security interest granted under the related Receivable, except upon payment
\nin full of the Receivable or as otherwise contemplated herein or the Transaction
\nDocuments and the related Seller shall not take or permit any action
\ninconsistent with the foregoing. SECTION 4.2 No Impairment. The related Seller
\nshall do nothing to impair the rights of the Purchaser or the Secured Parties in
\nthe Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance
\nPolicies or any other property or interest comprising the Other Conveyed
\nProperty.<\/p>\n
SECTION 4.3 No Amendments. The Sellers shall not take or permit
\n ————-
\nany action to extend or otherwise amend the terms of any Receivable, except in
\naccordance with the Transaction Documents.<\/p>\n
SECTION 4.4 Restrictions on Liens. The Sellers shall not: (i)
\n ———————
\ncreate or incur or agree to create or incur, or consent to cause (upon the
\nhappening of a contingency or otherwise) the creation, incurrence or existence
\nof any Lien or restriction on transferability of the Receivables or of any Other
\nConveyed Property except for the Lien in favor of the Purchaser and the
\nCollateral Agent on behalf of the Secured Parties as assignee thereof, and the
\nrestrictions on transferability imposed by this Agreement or (ii) sign or file
\nunder the Uniform Commercial Code (the “UCC”) of any jurisdiction any financing
\nstatement or sign any security agreement authorizing any secured party
\nthereunder to file such financing statement, with respect to the Receivables or
\nto any Other Conveyed Property, except in each case any such instrument solely
\nsecuring the rights and preserving the Lien of the Purchaser and the Collateral
\nAgent as assignee thereof. The Sellers will take no action to cause any
\nReceivable to be evidenced by an instrument (as such term is defined in the
\nrelevant UCC).<\/p>\n
SECTION 4.5 Preservation of Collateral. The Sellers will do,
\n ————————–
\nexecute, acknowledge and deliver, or cause to be done, executed, acknowledged
\nand delivered, such instruments of transfer or take such other steps or actions
\nas may be necessary, or required by the Purchaser or the Collateral Agent or the
\nNote Insurer, to effect the Conveyance, to perfect the security interest granted
\nin the Receivables and the Other Conveyed Property to the Collateral Agent on
\nbehalf of the Secured Parties, to ensure that such Conveyance and security
\ninterest ranks prior to all other Liens and to preserve the priority of such
\nConveyance and security interest and the validity and enforceability thereof.<\/p>\n
SECTION 4.6 Transfers Treated as Sales. Each Seller agrees to
\n ————————–
\ntreat each transfer for all purposes other than federal income tax purposes (but
\nincluding, without limitation, financial accounting purposes) as a sale on all
\nrelevant books, records, financial statements and other applicable documents;
\nfor federal income tax purposes, the parties hereto intend the contribution of
\nReceivables by the Sellers to the Purchaser to be characterized as a
\ncontribution of property to a partnership in exchange for an interest in the
\npartnership in which<\/p>\n
8<\/p>\n
no gain or loss shall be recognized pursuant to Section 721(a) of the Internal
\nRevenue Code of 1986, as amended. In the event that, notwithstanding the intent
\nof each Seller, the transfer and assignment contemplated hereby is not held to
\nbe a sale, each Seller hereby grants to the Purchaser a security interest in the
\nReceivables and Other Conveyed Property described in each Supplement.<\/p>\n
ARTICLE V.<\/p>\n
REPURCHASES<\/p>\n
SECTION 5.1 Repurchase of Receivables Upon Breach of Warranty.
\n ————————————————-
\nUpon the occurrence of a Repurchase Event, AFS shall (unless the breach which is
\nthe subject of such Repurchase Event shall have been cured in all material
\nrespects by the last day of the second Settlement Period after such breach),
\nrepurchase the Receivable relating thereto (whether or not it was the Seller
\nthereof) from the Purchaser and, simultaneously with the repurchase of the
\nReceivable, AFS shall deposit the Purchase Amount in full, without deduction or
\noffset, to the Collection Account, pursuant to Section 2.7(b) of the Security
\nAgreement. It is understood and agreed that the obligation of AFS to repurchase
\nany Receivable, as to which a breach has occurred and is continuing, shall, if
\nsuch obligation is fulfilled, constitute the sole remedy against AFS or AMTN for
\nsuch breach available to Purchaser, the Note Insurer or the Collateral Agent on
\nbehalf of the Secured Parties except as otherwise specified in the Insurance
\nAgreement. The provisions of this Section 5.1 are intended to grant the
\nCollateral Agent and the Note Insurer a direct right against AFS to demand
\nperformance hereunder, and in connection therewith, AFS waives any requirement
\nof prior demand against Purchaser with respect to such repurchase obligation.
\nAny such repurchase shall take place in the manner specified in Section 2.7 of
\nthe Servicing and Custodian Agreement. Notwithstanding any other provision of
\nthis Agreement or the Servicing and Custodian Agreement to the contrary, the
\nobligation of AFS under this Section shall not terminate upon a termination of
\nAFS as Servicer under the Servicing and Custodian Agreement and shall be
\nperformed in accordance with the terms hereof notwithstanding the failure of the
\nServicer or Purchaser to perform any of their respective obligations with
\nrespect to such Receivable under the Servicing and Custodian Agreement.<\/p>\n
SECTION 5.2 Reassignment of Purchased Receivables. Upon deposit
\n ————————————-
\nin the Collection Account of the Purchase Amount of any Receivable repurchased
\nby AFS under Section 5.1 hereof or Section 2.7 of the Servicing and Custodian
\nAgreement, Purchaser (at AFS’s expense) shall take such steps as may be
\nreasonably requested by AFS in order to assign to AFS all of Purchaser’s and the
\nCollateral Agent’s right, title and interest in and to such Receivable and all
\nsecurity and documents and all Other Conveyed Property conveyed to Purchaser and
\nthe Collateral Agent directly relating thereto, without recourse, representation
\nor warranty, except as to the absence of Liens created by or arising as a result
\nof actions of Purchaser or the Collateral Agent. Such assignment shall be a sale
\nand assignment outright, and not for security. If, following the reassignment of
\na Purchased Receivable, in any enforcement suit or legal proceeding, it is held
\nthat AFS may not enforce any such Receivable on the ground that it shall not be
\na real party in interest or a holder entitled to enforce the Receivable,
\nPurchaser and the Collateral Agent shall, at the expense of AFS, take such steps
\nas AFS deems reasonably<\/p>\n
9<\/p>\n
necessary to enforce the Receivable, including bringing suit in Purchaser’s or
\nin the Collateral Agent’s name.<\/p>\n
SECTION 5.3 Waivers. No failure or delay on the part of Purchaser, or
\n ——-
\nthe Collateral Agent on behalf of the Secured Parties as assignee of Purchaser,
\nin exercising any power, right or remedy under this Agreement shall operate as a
\nwaiver thereof, nor shall any single or partial exercise of any such power,
\nright or remedy preclude any other or future exercise thereof or the exercise of
\nany other power, right or remedy.<\/p>\n
ARTICLE VI.<\/p>\n
CONDITIONS PRECEDENT<\/p>\n
SECTION 6.1 Conditions Precedent to each Receivables Sale. Each sale
\n ———————————————
\nand\/or contribution of Receivables shall be subject to the conditions precedent
\nthat:<\/p>\n
(a) each relevant Seller and the Purchaser shall have executed and
\n delivered to the Collateral Agent and the Note Insurer a duly executed
\n Supplement substantially in the form attached hereto as Exhibit A which
\n shall include Schedules listing the Receivables to be sold and\/or
\n contributed on such Receivables Transfer Date and the Seller shall have
\n delivered the Receivable Files to the Custodian and any other documents as
\n the Purchaser may request;<\/p>\n
(b) all conditions to a Receivables Delivery under the Security
\n Agreement shall have been fulfilled; (c) the Sellers shall, to the extent
\n required by the Security Agreement, have deposited in the Collection
\n Account all Collections received after the Relevant Cutoff Date with
\n respect to the Receivables to be sold on such Receivables Transfer Date;<\/p>\n
(d) the Sellers shall take any action (including, but not limited to,
\n the filing of appropriate UCC-1 financing statements and\/or UCC-3 releases,
\n as applicable) required to (i) perfect the ownership interest of the
\n Purchaser in the Receivables and the Other Conveyed Property and (ii)
\n provide the Collateral Agent on behalf of the Secured Parties with a first
\n priority perfected security interest in the Receivables and the Other
\n Conveyed Property and shall promptly provide to each of the Purchaser and
\n the Collateral Agent and the Note Insurer a copy of a stamped
\n acknowledgement copy of such UCC-1 or UCC-3 (if any are necessary or
\n required);<\/p>\n
(e) such sale or contribution shall be reflected on the books and
\n records of the Trust;<\/p>\n
(f) and to the extent that, after giving effect to the sale and\/or
\n contribution of Receivables made on such date there would be one or more
\n states of the United States in which Financed Vehicles securing more than
\n 10% of the Net Receivables Balance were titled and as to which states an
\n opinion of counsel, in form and substance acceptable to the Note Insurer,
\n had not previously been given in connection with this facility as to the<\/p>\n
10<\/p>\n
perfection, priority and enforceability of the Collateral Agent’s security
\n interest for each such state, AFS shall cause, within thirty (30) days, to
\n be delivered to the Purchaser, the Rating Agencies, the Collateral Agent
\n and the Note Insurer such an opinion of counsel.<\/p>\n
ARTICLE VII.<\/p>\n
MISCELLANEOUS<\/p>\n
SECTION 7.1 Liability of Sellers. Sellers shall be liable in
\n ——————–
\naccordance herewith only to the extent of the obligations in this Agreement
\nspecifically undertaken by Sellers and the representations and warranties of
\nSellers.<\/p>\n
SECTION 7.2 Merger or Consolidation of Sellers . Any corporation or
\n ———————————-
\nother entity (i) into which a Seller may be merged or consolidated, (ii)
\nresulting from any merger or consolidation to which a Seller is a party or (iii)
\nsucceeding to the business of Seller shall execute an agreement of assumption to
\nperform every obligation of such Seller under this Agreement and, whether or not
\nsuch assumption agreement is executed, shall be the successor to such Seller
\nhereunder (without relieving such Seller of their responsibilities hereunder, if
\nit survives such merger or consolidation) without the execution or filing of any
\ndocument or any further action by any of the parties to this Agreement;
\nprovided, however, that, with respect to AMTN, any such merger or consolidation
\nis subject in all respects to the restrictions set forth in its articles of
\nincorporation.<\/p>\n
SECTION 7.3 Limitation on Liability of Sellers and Others. Each
\n ———————————————
\nSeller and any director, officer, employee or agent thereof may rely in good
\nfaith on the advice of counsel or on any document of any kind prima facie
\nproperly executed and submitted by any Person respecting any matters arising
\nunder this Agreement. No Seller shall be under any obligation to appear in,
\nprosecute or defend any legal action that is not incidental to its obligations
\nunder this Agreement or its Transaction Documents.<\/p>\n
SECTION 7.4 Amendment.
\n ———<\/p>\n
(a) This Agreement may be amended by Sellers and Purchaser (with the
\n consent of the Note Insurer) without the consent of the Collateral Agent
\n (i) to cure any ambiguity or (ii) to correct any provisions in this
\n Agreement; provided, however, that such action shall not adversely affect
\n ——– ——-
\n the interests of any Secured Party.<\/p>\n
(b) This Agreement may also be amended from time to time by Sellers
\n and Purchaser with the consent of the Collateral Agent and of the Note
\n Insurer, in accordance with the Security Agreement.<\/p>\n
SECTION 7.5 Notices. All demands, notices and communications to
\n ——-
\nSellers or Purchaser hereunder shall be in writing, personally delivered, or
\nsent by telecopier (subsequently confirmed in writing), reputable overnight
\ncourier or mailed by certified mail, return receipt requested, and shall be
\ndeemed to have been given upon receipt (a) in the case of Sellers, to
\nAmeriCredit Financial Services, Inc., 801 Cherry Street, Fort Worth, Texas
\n76102, Attention: Chief Financial Officer, (b) in the case of Purchaser, to
\nAmeriCredit MTN<\/p>\n
11<\/p>\n
Receivables Trust III, c\/o Bankers Trust (Delaware), E.A. Delle Donne Corporate
\nCenter, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware
\n19085, Attention: Corporate Trust Administration, or (c) in the case of the
\nCollateral Agent, JPMorgan Chase Bank, 450 W. 33rd Street, New York, NY 10001,
\nAttention: AmeriCredit MTN Receivables Trust III, or such other address as shall
\nbe designated by a party in a written notice delivered to the other party or to
\nthe Collateral Agent, as applicable.<\/p>\n
SECTION 7.6 Merger and Integration. Except as specifically stated
\n ———————-
\notherwise herein, this Agreement and Transaction Documents set forth the entire
\nunderstanding of the parties relating to the subject matter hereof, and all
\nprior understandings, written or oral, are superseded by this Agreement and the
\nTransaction Documents. This Agreement may not be modified, amended, waived or
\nsupplemented except as provided herein.<\/p>\n
SECTION 7.7 Severability of Provisions. If any one or more of the
\n ————————–
\ncovenants, provisions or terms of this Agreement shall be for any reason
\nwhatsoever held invalid, then such covenants, provisions or terms shall be
\ndeemed severable from the remaining covenants, provisions or terms of this
\nAgreement and shall in no way affect the validity or enforceability of the other
\nprovisions of this Agreement.<\/p>\n
SECTION 7.8 Intention of the Parties. The execution and delivery of
\n ————————
\nthis Agreement shall constitute an acknowledgment by Sellers and Purchaser that
\nthey intend that the assignments and transfers herein contemplated constitute a
\nsale and\/or contribution, transfer and assignment outright, and not for
\nsecurity, of the Receivables and the Other Conveyed Property, conveying good
\ntitle thereto free and clear of any Liens, from Sellers to Purchaser, and that
\nthe Receivables and the Other Conveyed Property shall not be a part of Sellers’
\nestates in the event of the bankruptcy, reorganization, arrangement, insolvency
\nor liquidation proceeding, or other proceeding under any federal or state
\nbankruptcy or similar law, or the occurrence of another similar event, of, or
\nwith respect to Sellers. In the event that such conveyance is determined to be
\nmade as security for a loan made by Purchaser or the Secured Parties to Sellers,
\nthe parties intend that Sellers shall have granted to Purchaser a security
\ninterest in all of Sellers’ right, title and interest in and to the Receivables
\nand the Other Conveyed Property conveyed pursuant to Section 2.1 hereof, and
\nthat this Agreement shall constitute a security agreement under applicable law.<\/p>\n
SECTION 7.9 Governing Law. This Agreement shall be construed in
\n ————-
\naccordance with the laws of the State of New York without regard to the
\nprinciples of conflicts of laws thereof and the obligations, rights and remedies
\nof the parties under this Agreement shall be determined in accordance with such
\nlaws.<\/p>\n
SECTION 7.10 Counterparts. For the purpose of facilitating the
\n ————
\nexecution of this Agreement and for other purposes, this Agreement may be
\nexecuted simultaneously in any number of counterparts, each of which
\ncounterparts shall be deemed to be an original, and all of which counterparts
\nshall constitute but one and the same instrument.<\/p>\n
SECTION 7.11 Conveyance of the Receivables and the Other Conveyed
\n —————————————————-
\nProperty to the Collateral Agent. Sellers acknowledge that Purchaser intends,
\n——————————–
\npursuant to the Security Agreement, to pledge the Receivables and the Other
\nConveyed Property, together with<\/p>\n
12<\/p>\n
its rights under this Agreement, to the Collateral Agent on the Receivables
\nTransfer Dates. Sellers acknowledge and consent to such conveyance and pledge
\nand waive any further notice thereof and covenant and agree that the
\nrepresentations and warranties of Sellers contained in this Agreement and the
\nrights of Purchaser hereunder are intended to benefit the Note Insurer, the
\nCollateral Agent and the Secured Parties. In furtherance of the foregoing,
\nSellers covenant and agree to perform their duties and obligations hereunder, in
\naccordance with the terms hereof for the benefit of the Collateral Agent and the
\nSecured Parties and that, notwithstanding anything to the contrary in this
\nAgreement, Sellers shall be directly liable to the Collateral Agent and the
\nSecured Parties and that the Note Insurer may enforce, and the Collateral Agent
\nshall enforce, at the direction of the Note Insurer, the duties and obligations
\nof Sellers under this Agreement against Sellers for the benefit of the Secured
\nParties and the Collateral Agent.<\/p>\n
SECTION 7.12 Nonpetition Covenant. Neither Purchaser nor Sellers
\n ——————–
\nshall petition or otherwise invoke the process of any court or government
\nauthority for the purpose of commencing or sustaining a case against the
\nPurchaser, AMTN or the Debtor under any federal or state bankruptcy, insolvency
\nor similar law or appointing a receiver, liquidator, assignee, trustee,
\ncustodian, sequestrator or other similar official of the Purchaser, AMTN or the
\nDebtor (as defined in the Note Purchase Agreement) or any substantial part of
\ntheir respective property, or ordering the winding up or liquidation of the
\naffairs of the Purchaser, AMTN or the Debtor. This Section 7.12 shall be
\ncontinuing and shall survive any termination of this Agreement.<\/p>\n
SECTION 7.13 Limitation of Liability of Trustee. It is expressly
\n ———————————-
\nunderstood and agreed by the parties hereto that (a) this Agreement is executed
\nand delivered by Bankers Trust (Delaware), not individually or personally but
\nsolely as Trustee of the Purchaser, in the exercise of the powers and authority
\nconferred and vested in it, (b) each of the representations, undertakings and
\nagreements herein made on the part of the Purchaser is made and intended not as
\npersonal representations, undertakings and agreements by Bankers Trust
\n(Delaware) but is made and intended for the purpose for binding only the
\nPurchaser, (c) nothing herein contained shall be construed as creating any
\nliability on Bankers Trust (Delaware), individually or personally, to perform
\nany covenant either expressed or implied contained herein, all such liability,
\nif any, being expressly waived by the parties hereto and by any Person claiming
\nby, through or under the parties hereto and (d) under no circumstances shall
\nBankers Trust (Delaware) be personally liable for the payment of any
\nindebtedness or expenses of the Purchaser or be liable for the breach or failure
\nof any obligation, representation, warranty or covenant made or undertaken by
\nthe Purchaser under this Agreement or any other Transaction Documents.<\/p>\n
SECTION 7.14 Additional Transfers. It is contemplated that from time
\n ——————–
\nto time on and\/or after the date hereof that AFS will transfer (by sale or
\ncontribution) to AMTN, pursuant to the provisions of a Sale Agreement
\n(substantially in the form of Exhibit A attached to the Sale and Contribution
\nAgreement), as of the Relevant Cutoff Date set forth therein, certain
\nReceivables, as described on the Schedule 1 attached to such Sale Agreement.
\nFurthermore, it is anticipated that such Receivables so transferred to AMTN
\npursuant to a Sale Agreement will be retransferred by AMTN to the Purchaser
\npursuant to the terms of this Agreement.<\/p>\n
SECTION 7.15 Binding Effect. This Agreement shall be binding upon and
\n ————–
\nshall inure to the benefit of the parties hereto and their respective successors
\nand assigns. In<\/p>\n
13<\/p>\n
addition, each of the Secured Parties shall be an express third party
\nbeneficiary hereof entitled to enforce the terms hereof as if it were a party
\nhereto. Concurrently with the appointment of a successor Collateral Agent under
\nthe Security Agreement, the parties hereto shall amend this Agreement to make
\nsaid Collateral Agent, the successor to the Collateral Agent hereunder.<\/p>\n
[Remainder of page intentionally left blank]<\/p>\n
14<\/p>\n
IN WITNESS WHEREOF, the parties have caused this Purchase
\nAgreement to be duly executed by their respective officers as of the day and
\nyear first above written.<\/p>\n
AMERICREDIT MTN RECEIVABLES
\n TRUST III,
\n as Purchaser<\/p>\n
By: BANKERS TRUST (DELAWARE), not in
\n its individual capacity but
\n solely as Trustee on behalf of
\n the Trust<\/p>\n
By ___________________________________
\n Name:
\n Title:<\/p>\n
AMERICREDIT FINANCIAL SERVICES, INC.,
\n as Seller<\/p>\n
By ___________________________________
\n Name:
\n Title:<\/p>\n
Americredit MTN Corp. III,
\n as Seller<\/p>\n
By ___________________________________
\n Name:
\n Title:<\/p>\n
JPMorgan Chase Bank
\n as Collateral Agent<\/p>\n
By ___________________________________
\n Name:
\n Title:<\/p>\n
[Master Receivables Purchase Agreement]<\/p>\n
Exhibit A
\n ———<\/p>\n
SUPPLEMENT<\/p>\n
ASSIGNMENT No. [____] of Receivables made this __ day of
\n______________, 200_, among Americredit MTN Corp. III, a Delaware corporation
\n(“AMTN”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AFS”
\n —- —
\nand together with AMTN, the “Sellers”) and AMERICREDIT MTN RECEIVABLES TRUST
\n ——-
\nIII, a Delaware business trust (the “Purchaser”).
\n ———<\/p>\n
W I T N E S S E T H:<\/p>\n
WHEREAS, pursuant to the Sale Agreement (the form of which is attached
\nhereto as Addendum A), AFS wishes to sell\/and or contribute Receivables to AMTN;<\/p>\n
WHEREAS, the relevant Sellers wish to sell\/and or contribute
\nReceivables to the Purchaser; and<\/p>\n
WHEREAS, the Purchaser is willing to purchase or acquire as a
\ncontribution such Receivables subject to the terms and conditions hereof.<\/p>\n
NOW, THEREFORE, the Purchaser and the Sellers hereby agree as follows:<\/p>\n
1. Defined Terms. Capitalized terms used herein shall have the
\n ————-
\nmeanings ascribed to them in the Master Receivables Purchase Agreement, dated as
\nof February 25, 2002, (the “Purchase Agreement”), unless otherwise defined
\n ——————
\nherein.<\/p>\n
“Relevant Cutoff Date” shall mean, with respect to the Receivables
\n ——————–
\nsold and\/or contributed hereby, _____________ __, 200_.<\/p>\n
“Receivables Transfer Date” shall mean, with respect to the
\n ————————-
\nReceivables assigned hereby, the date hereof.<\/p>\n
2. Schedule of Receivables. Annexed hereto are Schedule A and
\n ———————–
\nSchedule B from AFS and AMTN, respectively, listing the Receivables sold and\/or
\ncontributed by it pursuant to this Supplement on the Receivables Transfer Date.
\nThe term “Receivables” as used in this Supplement means and includes each and
\nevery chattel paper and other form of receivable relating to the sale or
\nfinancing provided for new or used motor vehicles transferred by Sellers to
\nPurchaser pursuant to this Supplement and identified on the Schedule A and
\nSchedule B provided by AFS and AMTN, respectively, attached thereto, together
\nwith all payment obligations thereunder and all proceeds thereof, including all
\nitems listed in 2.1 to the Purchase Agreement. It is intended that Sellers will
\ntransfer to Purchaser hereafter from time to time additional Receivables,
\nwhether now existing or hereafter arising and wherever located.<\/p>\n
3. Sale and\/or Contribution of Receivables. (a) Each Seller, does
\n —————————————
\nhereby sell and\/or contribute, transfer, assign, set over and otherwise convey
\nto the Purchaser (the “Assignment”), without recourse (except as expressly
\n ———-
\nprovided in the Purchase Agreement), all<\/p>\n
right, title and interest of such Seller in and to:<\/p>\n
(i) each and every Receivable listed on the Schedule A and B<\/p>\n
to this Supplement and all Collections thereon or in respect thereof
\n on or after the Relevant Cutoff Date;<\/p>\n
(ii) the Related Security with respect to each Receivable;<\/p>\n
(iii) all Proceeds and the rights to receive Proceeds with
\n respect to the Receivables from claims on any physical damage, credit
\n life or disability insurance policies or Collateral Insurance (if
\n any), covering Financed Vehicles or Obligors;<\/p>\n
(iv) all rights under any service contracts on the related
\n Financed Vehicles;<\/p>\n
(v) all rights of the Sellers against Dealers pursuant to
\n Dealer Agreements or Dealer Assignments;<\/p>\n
(vi) all rights of the Sellers against Third Party Lenders
\n pursuant to Third Party Loan Purchase Agreements and\/or Third Party
\n Assignments.<\/p>\n
(vii) the related Records; and<\/p>\n
(viii) all Proceeds of any or all of the foregoing.<\/p>\n
(b) The Assignment is in consideration of the Purchaser’s
\n delivery to or upon the order of Sellers as set forth below:<\/p>\n
(i) $___________ to AFS; and<\/p>\n
(ii) $___________ to AMTN.<\/p>\n
4. Representations and Warranties of the Sellers.
\n ———————————————<\/p>\n
(a) Representations and Warranties of AFS. AFS hereby represents
\n ————————————-
\n and warrants to the Purchaser as of the Receivables Transfer Date
\n that:<\/p>\n
(i) Purchase Agreement. The representations and
\n ——————
\n warranties set forth in the Purchase Agreement are true and
\n correct and with respect to any representation which relates to
\n Receivables or Other Conveyed Property with respect to the
\n related Receivables and Other Conveyed Property sold and\/or
\n contributed pursuant to Section 3 hereof are true and correct.<\/p>\n
(ii) Principal Balance. As of the Relevant Cutoff
\n —————–
\n Date, the aggregate Outstanding Balance of the Receivables listed
\n on the Schedule of Receivables provided by AFS (annexed hereto as
\n Schedule A)<\/p>\n
E-A-2<\/p>\n
and sold to the Purchaser pursuant to this Supplement is
\n $___________________.<\/p>\n
(b) Representations and Warranties of AMTN. AMTN hereby
\n ————————————–
\n represents and warrants to the Purchaser as of the Receivables
\n Transfer Date that:<\/p>\n
(i) Purchase Agreement. The representations and
\n ——————
\n warranties set forth in the Purchase Agreement are true and
\n correct and with respect to any representation which relates to
\n Receivables or Other Conveyed Property with respect to the
\n related Receivables and Other Conveyed Property sold and\/or
\n contributed pursuant to Section 3 hereof are true and correct.<\/p>\n
(ii) Principal Balance. As of the Relevant Cutoff
\n —————–
\n Date, the aggregate Outstanding Balance of the Receivables listed
\n on the Schedule of Receivables provided by AMTN (annexed hereto
\n as Schedule B) and sold to the Purchaser pursuant to this
\n Supplement is $__________________.<\/p>\n
5. Conditions Precedent. The obligation of the Purchaser to acquire
\n ——————–
\nthe Receivables hereunder is subject to the satisfaction, on or prior to the
\nReceivables Transfer Date, of the following conditions precedent:<\/p>\n
(a) Representations and Warranties. Each of the representations
\n ——————————
\n and warranties made by the Sellers in Section 4 of this Supplement and
\n by AFS in Section 3.1 and AMTN in Section 3.3 of the Purchase
\n Agreement shall be true and correct with respect to the property sold
\n and\/or contributed pursuant to Section 3 hereof as of the Receivables
\n Transfer Date.<\/p>\n
(b) Delivery of Receivable Files. The Seller shall have delivered
\n —————————-
\n the Receivable Files to the Custodian and any other documents as the
\n Purchaser may request;<\/p>\n
(c) Purchase Agreement Conditions. Each of the conditions set
\n —————————–
\n forth in Section 6.1 of the Purchase Agreement shall have been
\n satisfied with respect to the property sold pursuant to Section 3
\n hereof.<\/p>\n
(d) Additional Information. The Sellers shall have delivered to
\n ———————-
\n the Purchaser such information as was reasonably requested by the
\n Purchaser to satisfy itself as to the satisfaction of the conditions
\n set forth in this Section 5.<\/p>\n
6. Ratification of Agreement. As supplemented by this Supplement, the
\n ————————-
\nPurchase Agreement is in all respects ratified and confirmed and the Purchase
\nAgreement as so supplemented by this Supplement shall be read, taken and
\nconstrued as one and the same instrument.<\/p>\n
7. Counterparts. This Supplement may be executed in two or more
\n ————
\ncounterparts (and by different parties in separate counterparts), each of which
\nshall be an original<\/p>\n
E-A-3<\/p>\n
but all of which together shall constitute one and the same instrument.<\/p>\n
8. Intention of the Parties. (a) The execution and delivery of this
\n ————————
\nAgreement shall constitute an acknowledgment by Sellers and Purchaser that they
\nintend that the assignments and transfers herein contemplated constitute a sale
\nand\/or contribution, transfer and assignment outright, and not for security, of
\nthe Receivables and the Other Conveyed Property, conveying good title thereto
\nfree and clear of any Liens, from Sellers to Purchaser, and that the Receivables
\nand the Other Conveyed Property shall not be a part of Sellers’ estates in the
\nevent of the bankruptcy, reorganization, arrangement, insolvency or liquidation
\nproceeding, or other proceeding under any federal or state bankruptcy or similar
\nlaw, or the occurrence of another similar event, of, or with respect to Sellers.
\nIn the event that such conveyance is determined to be made as security for a
\nloan made by Purchaser or the Secured Parties to Sellers, the parties intend
\nthat Sellers shall have granted to Purchaser a security interest in all of
\nSellers’ right, title and interest in and to the Receivables and the Other
\nConveyed Property conveyed pursuant to Section 3 of this Agreement and Section
\n2.1 of the Master Receivables Purchase Agreement, and that this Agreement shall
\nconstitute a security agreement under applicable law.<\/p>\n
(b) For federal income tax purposes, the parties hereto intend the
\ncontribution of Receivables by the Sellers to the Purchaser to be characterized
\nas a contribution of property to a partnership in exchange for an interest in
\nthe partnership in which no gain or loss shall be recognized pursuant to Section
\n721(a) of the Internal Revenue Code of 1986, as amended.<\/p>\n
9. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
\n ————-
\nWITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
\nPROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
\nSHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.<\/p>\n
E-A-4<\/p>\n
IN WITNESS WHEREOF, the Purchaser and the Sellers have caused this
\nSupplement to be duly executed and delivered by their respective duly authorized
\nofficers as of the day and the year first above written.<\/p>\n
AMERICREDIT MTN RECEIVABLES
\n TRUST III,
\n as Purchaser<\/p>\n
By: AMERICREDIT FINANCIAL SERVICES, INC.,
\n attorney-in-fact<\/p>\n
By_____________________________________________
\n Name:
\n Title:<\/p>\n
AMERICREDIT FINANCIAL SERVICES, INC.,
\n as Seller<\/p>\n
By_____________________________________________
\n Name
\n Title:<\/p>\n
AMERICREDIT MTN CORP. III,
\n as Seller<\/p>\n
By_____________________________________________
\n Name:
\n Title:<\/p>\n
Acknowledged:<\/p>\n
JPMORGAN CHASE BANK,
\n solely in its capacity as Collateral Agent<\/p>\n
By___________________________________
\nName
\nTitle:<\/p>\n
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