{"id":41156,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-receivables-purchase-agreement-americredit-warehouse.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-receivables-purchase-agreement-americredit-warehouse","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/master-receivables-purchase-agreement-americredit-warehouse.html","title":{"rendered":"Master Receivables Purchase Agreement &#8211; AmeriCredit Warehouse Trust, AmeriCredit Financial Services Inc., AmeriCredit Funding Corp., AmeriCredit Corp. of California and Bank One NA"},"content":{"rendered":"<pre>                              MASTER RECEIVABLES\n                              PURCHASE AGREEMENT\n\n                                     among\n\n                         AMERICREDIT WAREHOUSE TRUST,\n                                 as Purchaser,\n\n                     AMERICREDIT FINANCIAL SERVICES, INC.,\n                          individually and as Seller\n\n                          AMERICREDIT FUNDING CORP.,\n                                   as Seller,\n\n                     AMERICREDIT CORPORATION OF CALIFORNIA\n                                  as Seller,\n\n                                      and\n\n                                BANK ONE, N.A.,\n                              as Collateral Agent\n\n\n\n                                  dated as of\n                                March 31, 1999\n\n \n                               TABLE OF CONTENTS\n\n\n                                                                                                       Page\n                                                                                                    \nARTICLE I. DEFINITIONS............................................................................      1\n\n SECTION 1.1   General............................................................................      1\n SECTION 1.2   Specific Terms.....................................................................      1\n SECTION 1.3   Usage of Terms.....................................................................      2\n SECTION 1.4   No Recourse........................................................................      2\n\nARTICLE II. CONVEYANCE OF THE RECEIVABLES  AND THE OTHER CONVEYED PROPERTY........................      3\n\n SECTION 2.1   Conveyance of the Receivables and the Other Conveyed Property......................      3\n\nARTICLE III. REPRESENTATIONS AND WARRANTIES.......................................................      4\n\n SECTION 3.1   Representations and Warranties of AFS..............................................      4\n SECTION 3.2   Representations and Warranties of ACC..............................................      6\n SECTION 3.3   Representations and Warranties of AFC..............................................      7\n\nARTICLE IV. COVENANTS OF SELLERS..................................................................      9\n\n SECTION 4.1   Liens in Force.....................................................................      9\n SECTION 4.2   No Impairment......................................................................      9\n SECTION 4.3   No Amendments......................................................................     10\n SECTION 4.4   Restrictions on Liens..............................................................     10\n SECTION 4.5   Preservation of Collateral.........................................................     10\n\nARTICLE V. REPURCHASES............................................................................     11\n\n SECTION 5.1   Repurchase of Receivables Upon Breach of Warranty..................................     10\n SECTION 5.2   Reassignment of Purchased Receivables..............................................     11\n SECTION 5.3   Waivers............................................................................     11\n\nARTICLE VI. CONDITIONS PRECEDENT..................................................................     11\n\n SECTION 6.1   Conditions Precedent to each Receivables Sale......................................     11\n\nARTICLE VII. MISCELLANEOUS........................................................................     12\n\n SECTION 7.1   Liability of Sellers...............................................................     12\n SECTION 7.2   Merger or Consolidation of Sellers or Purchaser....................................     12\n SECTION 7.3   Limitation on Liability of Sellers and Others......................................     13\n SECTION 7.4   Amendment..........................................................................     13\n SECTION 7.5   Notices............................................................................     13\n SECTION 7.6   Merger and Integration.............................................................     13\n SECTION 7.7   Severability of Provisions.........................................................     13\n SECTION 7.8   Intention of the Parties...........................................................     13\n SECTION 7.9   Governing Law......................................................................     14\n SECTION 7.10  Counterparts.......................................................................     14\n SECTION 7.11  Conveyance of the Receivables and the Other Conveyed Property to the \n\n \n                                       i\n\n \n\n                                                                                                     \n                Collateral Agent.....................................................................   14\n  SECTION 7.12  Nonpetition Covenant.................................................................   14\n  SECTION 7.13  Limitation of Liability of  Trust Trustee............................................   14\n\n\n\nSCHEDULES AND EXHIBITS\n\nSchedule A -- Representations and Warranties from AFS as to the Receivables\n\nExhibit A -- Form of Supplement\n\nAddendum A -- Form of Sale Agreement\n\n                                      ii\n\n \n                     MASTER RECEIVABLES PURCHASE AGREEMENT\n                     -------------------------------------\n\n          THIS MASTER RECEIVABLES PURCHASE AGREEMENT, dated as of March 31,\n1999, executed among AmeriCredit Warehouse Trust, a Delaware business trust, as\npurchaser ('Purchaser'), Bank One, N.A., as collateral agent (the 'Collateral\nAgent') AmeriCredit Corporation of California, a California corporation, as\nseller ('ACC'), AmeriCredit Funding Corp. a Delaware corporation, as seller\n('AFC') and AmeriCredit Financial Services, Inc., a Delaware corporation, as\nseller ('AFS' and together with ACC and AFC, the 'Sellers').\n\n                             W I T N E S S E T H :\n                             -------------------- \n\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.\n\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:\n\n                                  ARTICLE I.\n\n                                  DEFINITIONS\n\n          1. General. The specific terms defined in this Article include the\n          ---------- \nplural as well as the singular. The words 'herein', 'hereof' and 'hereunder' and\nother words of similar import refer to this Agreement as a whole and not to any\nparticular Article, Section or other subdivision, and Article, Section, Schedule\nand Exhibit references, unless otherwise specified, refer to Articles and\nSections of and Schedules and Exhibits to this Agreement. Capitalized terms used\nherein without definition shall have the respective meanings assigned to such\nterms in the Receivables Financing Agreement dated as of the date hereof by and\namong AmeriCredit Warehouse Trust (as Borrower), AmeriCredit Financial Services,\nInc. (in its individual capacity and as Servicer and Custodian), ACC, AFC the\nlenders party thereto, Credit Suisse First Boston, New York Branch (as Agent)\nand Bank One, N.A., as Backup Servicer and Collateral Agent.\n\n          2. Specific Terms. Whenever used in this Agreement, the following\n          -----------------\nwords and phrases, unless the context otherwise requires, shall have the\nfollowing meanings:\n\n          'Agreement' shall mean this Master Receivables Purchase Agreement and\n           ---------                                                           \nall amendments hereof and supplements hereto.\n\n          'Collateral Agent' means Bank One, N.A., as collateral agent and any\n           ----------------                                                   \nsuccessor collateral agent appointed and acting pursuant to the Receivables\nFinancing Agreement.\n\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.\n\n \n          'Receivables' means the Receivables listed on the Schedules of\n           -----------                                                  \nReceivables attached to each Supplement.\n\n          'Receivables Financing Agreement' means the Receivables Financing\n           -------------------------------                                 \nAgreement referred to in Section 1.1 hereof.\n\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.\n\n          'Related Documents' means, with respect to the Receivables, the\n           -----------------                                             \nSupplements, the Note, the Certificates, the Custodian Agreement, the\nReceivables Financing Agreement, the Security and Collateral Agent Agreement,\nthe Intercreditor Agreement, the Trust Agreement and the Lockbox Agreement.  The\nRelated Documents to be executed by any party are referred to herein as 'such\nparty's Related Documents,' 'its Related Documents' or by a similar expression.\n\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.\n\n          'Repurchase Event' means the occurrence of a breach of any of Sellers'\n           ----------------                                                     \nrepresentations and warranties hereunder, the breach of any Seller covenants set\nforth in Article IV or any other event which requires the repurchase of a\nReceivable by AFS hereunder or under the Receivables Financing Agreement.\n\n          'Schedules of Receivables' means the lists of Receivables sold and\n           ------------------------                                         \ntransferred pursuant to this Agreement and the Supplements which are attached to\nthe Supplements as Schedules.\n\n          'Schedule of Representations' means the Schedule of Representations\n           ---------------------------                                       \nand Warranties attached hereto as Schedule A.\n\n          'Supplement' means an agreement by and among one or more Sellers named\n           ----------                                                           \ntherein and the Purchaser pursuant to which the Purchaser will acquire\nReceivables, substantially in the form of Exhibit A hereto.\n\n          3. Usage of Terms. With respect to all terms used in this Agreement,\n          -----------------\nthe singular includes the plural and the plural the singular; words importing\nany gender include the other gender; references to 'writing' include printing,\ntyping, lithography, and other means of reproducing words in a visible form;\nreferences 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 or the Receivables\nFinancing Agreement; references to Persons include their permitted successors\nand assigns; and the terms 'include' or 'including' mean 'include without\nlimitation' or 'including without limitation.'\n\n          4. No Recourse. Without limiting the obligations of Sellers hereunder,\n          --------------\nno recourse may be taken, directly or indirectly, under this Agreement or any\ncertificate or other\n\n                                       2\n\n \nwriting delivered in connection herewith or therewith, against any stockholder,\nofficer or director, as such, of Sellers, or of any predecessor or successor of\nSellers.\n\n                                  ARTICLE II.\n\n                         CONVEYANCE OF THE RECEIVABLES\n                        AND THE OTHER CONVEYED PROPERTY\n\n          1. Conveyance of the Receivables and the Other Conveyed Property. By\n          ----------------------------------------------------------------\nexecution of this Agreement and subject to the terms and conditions of this\nAgreement and simultaneously with the execution and delivery of the related\nSupplement, the relevant Sellers shall sell and\/or contribute, transfer or\nassign to the Purchaser (collectively, the 'Conveyance') without recourse (but\nwithout limitation of its obligations in this Agreement and the Receivables\nFinancing Agreement), and the Purchaser shall purchase or acquire as a\ncontribution, all right, title and interest of such Sellers in and to:\n\n     (i)    each and every Receivable listed on the Schedules to the related\n     Supplement and all monies paid or payable thereon or in respect thereof on\n     or after the Relevant Cutoff Date;\n\n     (ii)   the security interests in the related Financed Vehicles granted by\n     Obligors pursuant to such Receivables and any other interest of the Sellers\n     in such Financed Vehicles;\n\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 disability\n     insurance policies or Collateral Insurance (if any), covering Financed\n     Vehicles or Obligors;\n\n     (iv)   all rights under any Service Contracts on the related Financed\n     Vehicles;\n\n     (v)    all rights of the Sellers against Dealers pursuant to Dealer\n     Agreement or Dealer Assignments;\n\n     (vi)   the related Receivables Files; and\n\n     (vii)  all proceeds of any or all of the foregoing.\n\n                                       3\n\n \n                                 ARTICLE III.\n\n                        REPRESENTATIONS AND WARRANTIES\n                                       \n          1. Representations and Warranties of AFS. AFS makes the following\n          ----------------------------------------\nrepresentations and warranties as of the date hereof and as of each Receivables\nTransfer Date, as the case may be, on which Purchaser relies in purchasing the\nReceivables and the Other Conveyed Property. Such representations are made as of\nthe execution and delivery of this Agreement and as of the execution and\ndelivery by AFS of any Supplement, but shall survive the sale and\/or\ncontribution, transfer and assignment of the Receivables and the Other Conveyed\nProperty hereunder and under any Supplement, and the sale, transfer and\nassignment thereof by Purchaser to the Collateral Agent under the Receivables\nFinancing Agreement and the Security and Collateral Agent Agreement. AFS and\nPurchaser agree that Purchaser will assign to Collateral Agent all Purchaser's\nrights under this Agreement and that the Collateral Agent will thereafter be\nentitled to enforce this Agreement against AFS in the Collateral Agent's own\nname on behalf of the Secured Parties.\n\n          (a)  Schedule of Representations. The representations and warranties\n               ---------------------------\n     set forth on the Schedule of Representations with respect to the\n     Receivables (including all Receivables sold hereunder by AFS, ACC or AFC)\n     as of the date hereof and the Receivables Transfer Date are true and\n     correct.\n\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.\n\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.\n\n          (d)  Power and Authority. AFS has the power and authority to execute\n               -------------------\n     and deliver this Agreement and its Related Documents and to carry out its\n     terms and their terms, respectively; AFS has full power and authority to\n     sell or contribute and assign the Receivables and the Other Conveyed\n     Property to be sold or contributed and assigned to and deposited with\n     Purchaser hereunder and has duly authorized such sale or contribution,\n     transfer and assignment to Purchaser by all necessary corporate action; and\n     the execution, delivery and performance of this Agreement and AFS's Related\n     Documents have been duly authorized by AFS by all necessary corporate\n     action.\n\n                                       4\n\n \n          (e)  Valid Sale; Binding Obligations. This Agreement and AFS's Related\n               -------------------------------\n     Documents have been duly executed and delivered, shall effect a valid sale\n     or contribution, transfer and assignment of the Receivables and the Other\n     Conveyed Property to the Purchaser, enforceable against AFS and creditors\n     of and purchasers from AFS; and this Agreement and AFS's Related Documents\n     constitute legal, valid and binding obligations of AFS enforceable in\n     accordance with their respective terms, except as enforceability may be\n     limited by bankruptcy, insolvency, reorganization or other similar laws\n     affecting the enforcement of creditors' rights generally and by equitable\n     limitations on the availability of specific remedies, regardless of whether\n     such enforceability is considered in a proceeding in equity or at law.\n\n          (f)  No Violation. The consummation of the transactions contemplated\n               ------------\n     by this Agreement and the Related Documents, and the fulfillment of the\n     terms of this Agreement and the Related Documents, shall not conflict with,\n     result in any breach of any of the terms and provisions of, or constitute\n     (with or without notice, lapse of time or both) a default under, the\n     articles of incorporation or bylaws of AFS, or any indenture, agreement,\n     mortgage, deed of trust or other instrument to which AFS is a party or by\n     which it is bound, or result in the creation or imposition of any Lien upon\n     any of its properties pursuant to the terms of any such indenture,\n     agreement, mortgage, deed of trust or other instrument, other than this\n     Agreement, the Security and Collateral Agent Agreement and the Receivables\n     Financing Agreement, or violate any law, order, rule or regulation\n     applicable to AFS of any court or of any federal or state regulatory body,\n     administrative agency or other governmental instrumentality having\n     jurisdiction over AFS or any of its properties.\n\n          (g)  No Proceedings. There are no proceedings or investigations\n               --------------  \n     pending or, to AFS's knowledge, threatened against AFS, before any court,\n     regulatory body, administrative agency or other tribunal or governmental\n     instrumentality having jurisdiction over AFS or its properties (i)\n     asserting the invalidity of this Agreement or any of the Related Documents,\n     (ii) seeking to prevent the issuance of the Note or the consummation of any\n     of the transactions contemplated by this Agreement or any of the Related\n     Documents, (iii) seeking any determination or ruling that might materially\n     and adversely affect the performance by AFS of its obligations under, or\n     the validity or enforceability of, this Agreement or any of the Related\n     Documents or (iv) seeking to affect adversely the federal income tax or\n     other 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 hereunder or\n     under the Security and Collateral Agent Agreement.\n\n          (h)  Chief Executive Office. The chief executive office of AFS is\n               ----------------------\n     located at 200 Bailey Avenue, Fort Worth, Texas 76107-1220.\n\n          (i)  No Adverse Selection. No selection procedures adverse to the\n               --------------------\n     parties hereto or to the Secured Parties have been utilized in selecting\n     the Receivables from all other similar Receivables owned by AFS and its\n     Affiliates.\n\n                                       5\n\n \n          (j)  Solvency. AFS shall not be insolvent on any Receivables Transfer\n               --------\n     Date and the Conveyance will not cause AFS to become insolvent.\n\n          .2  Representations and Warranties of ACC. ACC makes the following\n          -----------------------------------------\nrepresentations and warranties as of the date hereof and as of each Receivables\nTransfer Date, as the case may be, on which Purchaser relies in purchasing or\nacquiring as a contribution the Receivables and the Other Conveyed Property.\nSuch representations are made as of the execution and delivery of this Agreement\nand as of the execution and delivery by ACC of any Supplement, but shall survive\nthe sale or contribution, transfer and assignment of the Receivables and the\nOther Conveyed Property hereunder and under any Supplement, and the sale or\ncontribution, transfer and assignment thereof by Purchaser to the Collateral\nAgent under the Receivables Financing Agreement and the Security and Collateral\nAgent Agreement. ACC and Purchaser agree that Purchaser will assign to\nCollateral Agent all Purchaser's rights under this Agreement and that the\nCollateral Agent will thereafter be entitled to enforce this Agreement against\nACC in the Collateral Agent's own name on behalf of the Secured Parties.\n\n          (a)  Organization and Good Standing. ACC has been duly organized and\n               ------------------------------\n     is validly existing as a corporation in good standing under the laws of the\n     State of California, 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.\n\n          (b)  Power and Authority. ACC has the power and authority to execute\n               -------------------\n     and deliver this Agreement and its Related Documents and to carry out its\n     terms and their terms, respectively; ACC has full power and authority to\n     sell and assign or contribute the Receivables and the Other Conveyed\n     Property to be sold and assigned or contributed to and deposited with\n     Purchaser hereunder and has duly authorized such sale and assignment or\n     contribution to Purchaser by all necessary corporate action; and the\n     execution, delivery and performance of this Agreement and ACC's Related\n     Documents have been duly authorized by ACC by all necessary corporate\n     action.\n\n          (c)  Due Qualification. ACC 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\n\n          (d)  Valid Sale; Binding Obligations. This Agreement and ACC's Related\n               -------------------------------\n     Documents have been duly executed and delivered, shall effect a valid sale\n     or contribution, transfer and assignment of the Receivables and the Other\n     Conveyed Property to the Purchaser, enforceable against ACC and creditors\n     of and purchasers from ACC; and this Agreement and ACC's Related Documents\n     constitute legal, valid and binding obligations of ACC enforceable in\n     accordance with their respective terms, except as enforceability may be\n     limited by bankruptcy, insolvency, reorganization or other similar laws\n     affecting the enforcement of creditors' rights generally and by equitable\n\n                                       6\n\n \n     limitations on the availability of specific remedies, regardless of whether\n     such enforceability is considered in a proceeding in equity or at law.\n\n          (e)  No Violation. The consummation of the transactions contemplated\n               ------------ \n     by this Agreement and the Related Documents and the fulfillment of the\n     terms of this Agreement and the Related Documents shall not conflict with,\n     result in any breach of any of the terms and provisions of, or constitute\n     (with or without notice, lapse of time or both) a default under, the\n     articles of incorporation or bylaws of ACC, or any indenture, agreement,\n     mortgage, deed of trust or other instrument to which ACC is a party or by\n     which it is bound, or result in the creation or imposition of any Lien upon\n     any of its properties pursuant to the terms of any such indenture,\n     agreement, mortgage, deed of trust or other instrument, other than this\n     Agreement, the Security and Collateral Agent Agreement and the Receivables\n     Financing Agreement, or violate any law, order, rule or regulation\n     applicable to ACC of any court or of any federal or state regulatory body,\n     administrative agency or other governmental instrumentality having\n     jurisdiction over ACC or any of its properties.\n\n          (f)  No Proceedings. There are no proceedings or investigations\n               --------------\n     pending or, to ACC's knowledge, threatened against ACC, before any court,\n     regulatory body, administrative agency or other tribunal or governmental\n     instrumentality having jurisdiction over ACC or its properties (i)\n     asserting the invalidity of this Agreement or any of the Related Documents,\n     (ii) seeking to prevent the issuance of the Note or the consummation of any\n     of the transactions contemplated by this Agreement or any of the Related\n     Documents, (iii) seeking any determination or ruling that might materially\n     and adversely affect the performance by ACC of its obligations under, or\n     the validity or enforceability of, this Agreement or any of the Related\n     Documents, or (iv) seeking to affect adversely the federal income tax or\n     other 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 hereunder or\n     under the Security and Collateral Agent Agreement.\n\n          (g)  Chief Executive Office. The chief executive office of ACC is\n               ---------------------- \n     located at 200 Bailey Avenue, Fort Worth, Texas 76107-1220.\n\n          (h)  No Adverse Selection. No selection procedures adverse to the\n               --------------------\n     parties hereto or to the Secured Parties have been utilized in selecting\n     the Receivables from all other similar Receivables owned by AFS and its\n     Affiliates.\n\n          (i)  Solvency. ACC shall not be insolvent on any Receivables Transfer\n               --------\n     Date and the Conveyance will not cause ACC to become insolvent.\n\n          .3   Representations and Warranties of AFC. AFC makes the following\n          ------------------------------------------     \nrepresentations and warranties as of the date hereof and as of each Receivables\nTransfer Date, as the case may be, on which Purchaser relies in purchasing the\nReceivables and the Other Conveyed Property. Such representations are made as of\nthe execution and delivery of this Agreement and as of the execution and\ndelivery by AFC of any Supplement, but shall survive the\n\n                                       7\n\n \nsale and\/or contribution, transfer and assignment of the Receivables and the\nOther Conveyed 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 and Collateral Agent Agreement. AFC and Purchaser agree\nthat Purchaser will assign to Collateral Agent all Purchaser's rights under this\nAgreement and that the Collateral Agent will thereafter be entitled to enforce\nthis Agreement against AFC in the Collateral Agent's own name on behalf of the\nSecured Parties.\n\n          (a)  Organization and Good Standing. AFC 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.\n\n          (b)  Power and Authority. AFC has the power and authority to execute\n               -------------------\n     and deliver this Agreement and its Related Documents and to carry out its\n     terms and their terms, respectively; AFC has full power and authority to\n     sell and\/or contribute, transfer and assign the Receivables and the Other\n     Conveyed Property to be sold and\/or contributed, transferred and assigned\n     to and deposited with Purchaser hereunder and has duly authorized such sale\n     and\/or contribution, transfer and assignment to Purchaser by all necessary\n     corporate action; and the execution, delivery and performance of this\n     Agreement and AFC's Related Documents have been duly authorized by AFC by\n     all necessary corporate action.\n\n          (c)  Due Qualification. AFC 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\n\n          (d)  Valid Sale; Binding Obligations. This Agreement and AFC's Related\n               -------------------------------\n     Documents have been duly executed and delivered, shall effect a valid sale\n     and\/or contribution, transfer and assignment of the Receivables and the\n     Other Conveyed Property to the Purchaser, enforceable against AFC and\n     creditors of and purchasers from AFC; and this Agreement and AFC's Related\n     Documents constitute legal, valid and binding obligations of AFC\n     enforceable in accordance with their respective terms, except as\n     enforceability may be limited by bankruptcy, insolvency, reorganization or\n     other similar laws affecting the enforcement of creditors' rights generally\n     and by equitable limitations on the availability of specific remedies,\n     regardless of whether such enforceability is considered in a proceeding in\n     equity or at law.\n\n          (e)  No Violation. The consummation of the transactions contemplated\n               ------------\n     by this Agreement and the Related Documents and the fulfillment of the\n     terms of this Agreement and the Related Documents shall not conflict with,\n     result in any breach of any of the terms and provisions of, or constitute\n     (with or without notice, lapse of time or both) a\n\n                                       8\n\n \n     default under, the articles of incorporation or bylaws of AFC, or any\n     indenture, agreement, mortgage, deed of trust or other instrument to which\n     AFC is a party or by which it is bound, or result in the creation or\n     imposition of any Lien upon any of its properties pursuant to the terms of\n     any such indenture, agreement, mortgage, deed of trust or other instrument,\n     other than this Agreement, the Security and Collateral Agent Agreement and\n     the Receivables Financing Agreement, or violate any law, order, rule or\n     regulation applicable to AFC of any court or of any federal or state\n     regulatory body, administrative agency or other governmental\n     instrumentality having jurisdiction over AFC or any of its properties.\n\n          (f)  No Proceedings. There are no proceedings or investigations\n               --------------\n     pending or, to AFC's knowledge, threatened against AFC, before any court,\n     regulatory body, administrative agency or other tribunal or governmental\n     instrumentality having jurisdiction over AFC or its properties (i)\n     asserting the invalidity of this Agreement or any of the Related Documents,\n     (ii) seeking to prevent the issuance of the Note or the consummation of any\n     of the transactions contemplated by this Agreement or any of the Related\n     Documents, (iii) seeking any determination or ruling that might materially\n     and adversely affect the performance by AFC of its obligations under, or\n     the validity or enforceability of, this Agreement or any of the Related\n     Documents, or (iv) seeking to affect adversely the federal income tax or\n     other 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 hereunder or\n     under the Security and Collateral Agent Agreement.\n\n          (g)  Chief Executive Office. The chief executive office of AFC is\n               ----------------------\n     located at 200 Bailey Avenue, Fort Worth, Texas 76107-1220.\n\n          (h)  No Adverse Selection. No selection procedures adverse to the\n               --------------------\n     parties hereto or to the Secured Parties have been utilized in selecting\n     the Receivables from all other similar Receivables owned by AFS and its\n     Affiliates.\n\n          (i)  Solvency. AFC shall not be insolvent on any Receivables Transfer\n               --------\n     Date and the Conveyance will not cause AFC to become insolvent.\n\n                                  ARTICLE IV.\n\n                             COVENANTS OF SELLERS\n\n          .1   Liens in Force. The Financed Vehicle securing each Receivable\n               --------------\nshall not be released by the related Seller in whole or in part from the\nsecurity interest granted under the Receivable, except upon payment in full of\nthe Receivable or as otherwise contemplated herein or the Related Documents and\nthe related Seller shall not take or permit any action inconsistent with the\nforegoing.\n\n                                       9\n\n \n          .2   No Impairment.  The related Seller shall do nothing to impair the\n               -------------\nrights of the Purchaser or the Secured Parties in the Receivables, the Dealer\nAgreements, the Dealer Assignments, the Insurance Policies or any other property\nor interest comprising the Other Conveyed Property.\n\n          .3   No Amendments. The Sellers shall not take or permit any action to\n               -------------\nextend or otherwise amend the terms of any Receivable, except in accordance with\nthe Related Documents.\n\n          .4   Restrictions on Liens. The Sellers shall not: (i) create or incur\n               ---------------------\nor agree to create or incur, or consent to cause (upon the happening of a\ncontingency or otherwise) the creation, incurrence or existence of any Lien or\nrestriction on transferability of the Receivables or of any Other Conveyed\nProperty except for the Lien in favor of the Purchaser and the Collateral Agent\nas assignee thereof, and the restrictions on transferability imposed by this\nAgreement or (ii) sign or file under the Uniform Commercial Code of any\njurisdiction any financing statement or sign any security agreement authorizing\nany secured party thereunder to file such financing statement, with respect to\nthe Receivables or to any Other Conveyed Property, except in each case any such\ninstrument solely securing the rights and preserving the Lien of the Purchaser\nand the Collateral Agent as assignee thereof. The Sellers will take no action to\ncause any Receivable to be evidenced by an instrument (as such term is defined\nin the relevant UCC).\n\n          .5   Preservation of Collateral. The Sellers will do, execute,\n          -------------------------------\nacknowledge and deliver, or cause to be done, executed, acknowledged and\ndelivered, such instruments of transfer or take such other steps or actions as\nmay be necessary, or required by the Purchaser or the Collateral Agent or the\nAgent, to effect the Conveyance, to perfect the security interest granted in the\nReceivables and the Other Conveyed Property to the Collateral Agent on behalf of\nthe Secured Parties, to ensure that such Conveyance and security interest ranks\nprior to all other Liens and to preserve the priority of such Conveyance and\nsecurity interest and the validity and enforceability thereof.\n\n                                  ARTICLE V.\n\n                                  REPURCHASES\n\n          .1   Repurchase of Receivables Upon Breach of Warranty. Upon the\n          ------------------------------------------------------\noccurrence of a Repurchase Event, AFS shall, unless the breach which is the\nsubject of such Repurchase Event shall have been cured in all material respects,\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 8.18 of the Receivables\nFinancing Agreement. It is understood and agreed that the obligation of AFS to\nrepurchase any Receivable, as to which a breach has occurred and is continuing,\nshall, if such obligation is fulfilled, constitute the sole remedy against AFS,\nACC or AFC for such breach available to Purchaser, the Backup Servicer, the\nNoteholder, the Certificateholders or the Collateral Agent on behalf of the\nSecured Parties. The provisions of this Section 5.1 are intended to grant the\nCollateral Agent and the Agent a direct right against AFS to demand performance\nhereunder, and in connection\n\n                                      10\n\n \ntherewith, AFS waives any requirement of prior demand against Purchaser with\nrespect to such repurchase obligation. Any such repurchase shall take place in\nthe manner specified in Section 8.7 of the Receivables Financing Agreement.\nNotwithstanding any other provision of this Agreement or the Receivables\nFinancing Agreement to the contrary, the obligation of AFS under this Section\nshall not terminate upon a termination of AFS as Servicer under the Receivables\nFinancing Agreement and shall be performed in accordance with the terms hereof\nnotwithstanding the failure of the Servicer or Purchaser to perform any of their\nrespective obligations with respect to such Receivable under the Receivables\nFinancing Agreement.\n\n          .2   Reassignment of Purchased Receivables. Upon deposit in the\n          ------------------------------------------\nCollection Account of the Purchase Amount of any Receivable repurchased by AFS\nunder Section 5.1 hereof, Purchaser (at AFS's expense) shall take such steps as\nmay be reasonably requested by AFS in order to assign to AFS all of Purchaser's\nand the Collateral Agent's right, title and interest in and to such Receivable\nand all security and documents and all Other Conveyed Property conveyed to\nPurchaser and the Collateral Agent directly relating thereto, without recourse,\nrepresentation or warranty, except as to the absence of Liens created by or\narising as a result of actions of Purchaser or the Collateral Agent. Such\nassignment shall be a sale and assignment outright, and not for security. If,\nfollowing the reassignment of a Purchased Receivable, in any enforcement suit or\nlegal proceeding, it is held that AFS may not enforce any such Receivable on the\nground that it shall not be a real party in interest or a holder entitled to\nenforce the Receivable, Purchaser and the Collateral Agent shall, at the expense\nof AFS, take such steps as AFS deems reasonably necessary to enforce the\nReceivable, including bringing suit in Purchaser's or in the Collateral Agent's\nname.\n\n          .3   Waivers. No failure or delay on the part of Purchaser, or the\n          ------------\nCollateral Agent as assignee of Purchaser, in exercising any power, right or\nremedy under this Agreement shall operate as a waiver thereof, nor shall any\nsingle or partial exercise of any such power, right or remedy preclude any other\nor future exercise thereof or the exercise of any other power, right or remedy.\n\n                                  ARTICLE VI.\n\n                             CONDITIONS PRECEDENT\n\n          .1   Conditions Precedent to each Receivables Sale. Each sale and\/or\n          --------------------------------------------------\ncontribution of Receivables shall be subject to the conditions precedent that:\n\n          (a)  each relevant Seller and the Purchaser shall have executed and\n     delivered to the Collateral Agent a duly executed Supplement which shall\n     include Schedules listing the Receivables to be sold and\/or contributed on\n     such Receivables Transfer Date;\n\n          (b)  the Effective Date under the Receivables Financing Agreement\n     shall have occurred and the conditions to the making of the related Advance\n     pursuant to Section 7.2 and\/or 7.3 (as the case may be) of the Receivables\n     Financing Agreement shall have been satisfied or waived.\n\n                                      11\n\n \n          (c)  the Sellers shall, to the extent required by Section 8.2 of the\n     Receivables Financing Agreement, have deposited in the Collection Account\n     all collections received after the Relevant Cutoff Date with respect to the\n     Receivables to be sold on such Receivables Transfer Date;\n\n          (d)  the Sellers shall take any action (including, but not limited to,\n     the filing of appropriate UCC financing statements) required to perfect the\n     ownership interest of the Purchaser in the Receivables and the Other\n     Conveyed Property (provided, however, that the Sellers shall make such\n                        --------  -------                                  \n     filings as promptly as possible and in no event later then the third\n     Business Day following the respective Receivables Transfer Date and shall\n     promptly provide to each of the Purchaser and the Collateral Agent and the\n     Agent a copy of a stamped acknowledgement copy thereof);\n\n          (e)  such sale or contribution shall be reflected on the books and\n     records of the Trust pursuant to Section 5.1; and\n\n          (f)  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 Pool Balance were titled and as to which states an Opinion of\n     Counsel had not been given on the Effective Date or on a prior Receivables\n     Transfer Date as to the perfection, priority and enforceability of the\n     Collateral Agent's security interest for each such state, AFS shall have\n     caused to be delivered to the Purchaser, the Collateral Agent and the Agent\n     such an Opinion of Counsel;\n\n          (g)  prior to first sale\/and or contribution of Receivables by ACC,\n     legal opinions of (i) the General Counsel of ACC, (ii) Texas counsel, (iii)\n     California counsel and (iv) such other counsel as may be required by the\n     Agent, the Collateral Agent and\/or the Rating Agencies, each in form and\n     substance satisfactory to the Agent covering such matters as the agent may\n     reasonably request shall be delivered to the Purchaser, the Collateral\n     Agent and the Agent; and\n\n          (h)  the Purchaser and the Collateral Agent shall have received lien\n     releases duly executed and delivered by Wells Fargo Bank (Texas), National\n     Association with respect to the Receivables to be sold or contributed.\n\n                                 ARTICLE VII.\n\n                                 MISCELLANEOUS\n\n          .1   Liability of Sellers. Sellers shall be liable in accordance\n          -------------------------     \nherewith only to the extent of the obligations in this Agreement specifically\nundertaken by Sellers and the representations and warranties of Sellers.\n\n                                      12\n\n \n          .2   Merger or Consolidation of Sellers or Purchaser. Any corporation\n          ----------------------------------------------------\nor other 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.\n\n          .3   Limitation on Liability of Sellers and Others. Each Seller and \n          --------------------------------------------------\nany director, officer, employee or agent thereof may rely in good faith on the\nadvice of counsel or on any document of any kind prima facie properly executed\nand submitted by any Person respecting any matters arising under this Agreement.\nNo Seller shall be under any obligation to appear in, prosecute or defend any\nlegal action that is not incidental to its obligations under this Agreement or\nits Related Documents and that in its opinion may involve it in any expense or\nliability.\n\n          .4   Amendment.\n          -------------- \n          (a)  This Agreement may be amended by Sellers and Purchaser (with the\n     consent of the Agent) without the consent of the Collateral Agent (i) to\n     cure any ambiguity or (ii) to correct any provisions in this Agreement;\n     provided, however, that such action shall not adversely affect the\n     interests of any Secured Party.\n\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 the Agent, in\n     accordance with the Receivables Financing Agreement.\n\n          .5   Notices. All demands, notices and communications to Sellers or\n          ------------\nPurchaser hereunder shall be in writing, personally delivered, or sent by\ntelecopier (subsequently confirmed in writing), reputable overnight courier or\nmailed by certified mail, return receipt requested, and shall be deemed to have\nbeen given upon receipt (a) in the case of Sellers, to AmeriCredit Financial\nServices, Inc., 200 Bailey Avenue, Fort Worth, Texas 76107-1220, Attention:\nChief Financial Officer, or (b) in the case of Purchaser, to AmeriCredit\nWarehouse Trust, c\/o AmeriCredit Financial Services, Inc., 200 Bailey Avenue,\nFort Worth, Texas 76107-1120, Attention: Treasurer, or such other address as\nshall be designated by a party in a written notice delivered to the other party\nor to the Collateral Agent, as applicable.\n\n          .6   Merger and Integration. Except as specifically stated otherwise\n          ---------------------------                                          \nherein, this Agreement and Related Documents set forth the entire understanding\nof the parties relating to the subject matter hereof, and all prior\nunderstandings, written or oral, are superseded by this Agreement and the\nRelated Documents. This Agreement may not be modified, amended, waived or\nsupplemented except as provided herein.\n\n          .7   Severability of Provisions. If any one or more of the covenants,\n          -------------------------------\nprovisions or terms of this Agreement shall be for any reason whatsoever held\ninvalid, then such covenants, provisions or terms shall be deemed severable from\nthe remaining covenants, provisions or terms \n\n                                      13\n\n \nof this Agreement and shall in no way affect the validity or enforceability of\nthe other provisions of this Agreement.\n\n          .8   Intention of the Parties. 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 Lenders to Sellers, the parties intend that\nSellers shall have granted to Purchaser a security interest in all of Sellers'\nright, title and interest in and to the Receivables and the Other Conveyed\nProperty conveyed pursuant to Section 2.1 hereof, and that this Agreement shall\nconstitute a security agreement under applicable law.\n\n          .9   Governing Law. This Agreement shall be construed in accordance\n          ------------------\nwith the laws of the State of New York without regard to the principles of\nconflicts of laws thereof and the obligations, rights and remedies of the\nparties under this Agreement shall be determined in accordance with such laws.\nCounterparts. For the purpose of facilitating the execution of this Agreement\n------------\nand for other purposes, this Agreement may be executed simultaneously in any\nnumber of counterparts, each of which counterparts shall be deemed to be an\noriginal, and all of which counterparts shall constitute but one and the same\ninstrument.\n\n          .11  Conveyance of the Receivables and the Other Conveyed Property to\n          ---------------------------------------------------------------------\nthe Collateral Agent. Sellers acknowledge that Purchaser intends, pursuant to\n--------------------\nthe Receivables Financing Agreement and the Security and Collateral Agent\nAgreement, to pledge the Receivables and the Other Conveyed Property, together\nwith 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 Agent and the Lenders.\nIn furtherance of the foregoing, Sellers covenant and agree to perform their\nduties and obligations hereunder, in accordance with the terms hereof for the\nbenefit of the Agent and the Lenders and that, notwithstanding anything to the\ncontrary in this Agreement, Sellers shall be directly liable to the Agent and\nthe Lenders and that the Agent may enforce the duties and obligations of Sellers\nunder this Agreement against Sellers for the benefit of the Secured Parties and\nthe Collateral Agent.\n\n          .12  Nonpetition Covenant. Neither Purchaser nor Sellers shall\n          -------------------------\npetition or otherwise invoke the process of any court or government authority\nfor the purpose of commencing or sustaining a case against the Purchaser or the\nCollateral Agent under any federal or state bankruptcy, insolvency or similar\nlaw or appointing a receiver, liquidator, assignee, trustee, custodian,\nsequestrator or other similar official of the Purchaser or the Collateral Agent\nor any substantial part of their respective property, or ordering the winding up\nor liquidation of\n                                      14\n\n \nthe affairs of the Purchaser or the Collateral Agent. This Section 7.12 shall be\ncontinuing and shall survive any termination of this Agreement.\n\n     .13  Limitation of Liability of  Trust Trustee. It is expressly understood \n     ----------------------------------------------\nand agreed by the parties hereto that (a) this Agreement is executed and\ndelivered by Bankers Trust (Delaware), not individually or personally but solely\nas Trust 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 related documents.\n\n                                      15\n\n \n          IN WITNESS WHEREOF, the parties have caused this Purchase Agreement to\nbe duly executed by their respective officers as of the day and year first above\nwritten.\n\n                              AMERICREDIT WAREHOUSE TRUST, as \n                                   Purchaser\n\n\n                              By: BANKERS TRUST (DELAWARE), not in its\n                                  individual capacity but solely as Trustee on\n                                  behalf of the Trust\n\n                              By: \/s\/\n                                  -------------------------------\n                              Name:\n                              Title:\n\n\n                              AMERICREDIT FINANCIAL SERVICES,\n                              INC., as Seller\n\n                              By: \/s\/\n                                  ------------------------------- \n        `                     Name: Preston A. Miller\n                              Title: Executive Vice President and Treasurer\n\n\n                              AMERICREDIT FUNDING CORP., as Seller\n\n                              By: \/s\/\n                                  ------------------------------- \n                              Name: Preston A. Miller\n                              Title: Executive Vice President and Treasurer\n\n\n\n                             [Purchase Agreement]\n\n \n                              AMERICREDIT CORPORATION OF \n                                CALIFORNIA, as Seller\n\n                              By \/s\/\n                                 -----------------------------------\n                                 Name: Preston A. Miller\n                                 Title: Executive Vice President and Treasurer\n\n\n                              BANK ONE, N.A., as Collateral Agent\n\n\n                              By \/s\/\n                                 -----------------------------------\n                                 Name:\n                                 Title:\n\n\n\n                             [Purchase Agreement]\n\n \n                                  SCHEDULE A\n\n         REPRESENTATIONS AND WARRANTIES FROM AFS AS TO THE RECEIVABLES\n         -------------------------------------------------------------\n\n               Each Receivable that (i) was originated by AFS or ACC directly or\nby a Dealer for the retail sale or refinancing of a Financed Vehicle in the\nordinary course of its business and such Seller or Dealer (as the case may be)\nhad all necessary licenses and permits to originate Receivables in the\napplicable state, and, if originated by a Dealer, was purchased by AFS or ACC\nfrom such Dealer under a Dealer Agreement or pursuant to a Dealer Assignment and\nwas validly assigned by such Dealer to such Seller, or, with respect to any\nReceivable sold to the Purchaser by AFC, was purchased by AFC from AFS or ACC,\n(ii) has created or shall create a valid, subsisting and enforceable first\npriority perfected security interest in favor of AFS or ACC in the related\nFinanced Vehicle (which security interest has been assigned to the Purchaser and\nshall be validly assignable by the Purchaser to the Collateral Agent on behalf\nof the Secured Parties), except as enforceability may be limited by bankruptcy,\ninsolvency, reorganization or similar laws affecting the enforcement of\ncreditors' rights generally, (iii) was fully and properly executed by the\nparties thereto and contains customary and enforceable provisions such as to\nrender the rights and remedies of the holder thereof adequate for realization\nagainst the collateral security, (iv) is a Simple Interest Receivable or Pre-\nComputed Receivable which provides for level monthly payments (provided that the\n                                                               --------\npayment in the first monthly period and the final monthly period of the life of\nthe Receivable may be minimally different from the level payment) which, if made\nwhen due, shall fully amortize the Amount Financed over the original term, (v)\nprovides for, in the event that such contract is prepaid, a prepayment that\nfully pays the principal balance and includes accrued but unpaid interest\nthrough the date of prepayment in an amount at least equal to the Annual\nPercentage Rate, and (vi) except to the extent permitted by this Agreement or\nthe Receivables Financing Agreement, has not been amended, waived or rewritten\nor collections with respect thereto deferred or waived; and\n\n          (1) with respect to which all requirements of applicable federal,\n     state and local laws, and regulations thereunder (including, without\n     limitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit\n     Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting\n     Act, the Fair Debt Collection Practices Act, the Federal Trade Commission\n     Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's\n     Regulations 'B' and 'Z', the Soldiers' and Sailors' Civil Relief Act of\n     1940, and state adaptations of the National Consumer Act and of the Uniform\n     Consumer Credit Code and other consumer credit laws and equal credit\n     opportunity and disclosure laws), in respect of such Receivable, the sale\n     of the Financed Vehicle related thereto and the sale of credit life and\n     credit accident and health insurance and any extended service contracts, if\n     any, in connection with such Receivable, have been complied with in all\n     material respects;\n\n          (2) that is a Dollar obligation of an Obligor domiciled in the United\n     States of America and that was originated and, if originated by a Dealer,\n     was sold by the \n\n                                     S-A-1\n\n \n     Dealer to AFS or ACC, without any fraud or material misrepresentation on\n     the part of such Dealer or on the part of the Obligor;\n\n          (3) which represents the genuine, legal, valid and binding payment\n     obligation of the Obligor thereon, enforceable by the holder thereof in\n     accordance with its terms, except (A) as enforceability may be limited by\n     bankruptcy, insolvency, reorganization or similar laws affecting the\n     enforcement of creditors' rights generally and by equitable limitations on\n     the availability of specific remedies, regardless of whether such\n     enforceability is considered in a proceeding in equity or at law and (B) as\n     such Receivable may be modified by the application of the Soldiers' and\n     Sailors' Civil Relief Act of 1940, as amended; and all parties to such\n     Receivable had full legal capacity to execute and deliver such Receivable\n     and all other documents related thereto and to grant the security interest\n     purported to be granted thereby;\n\n          (4) which is not due from the United States of America or any State or\n     from any agency, department, subdivision or instrumentality thereof;\n\n          (5) with respect to which the information set forth in the Schedule of\n     Receivables has been produced from AFS's and, to the extent it maintains\n     separate computer records, AFC's or ACC's (as the case may be) electronic\n     ledger and was true and correct in all material respects, and is a complete\n     and accurate description, on the relevant Receivables Transfer Date, of the\n     Receivables sold to the Purchaser on such date; and with respect to which,\n     on or prior to the relevant Receivables Transfer Date, AFS and, to the\n     extent it maintains separate computer records, AFC or ACC (as the case may\n     be) has appropriately marked its computer records to indicate the sale to\n     the Purchaser of the Receivables sold on such date and with respect to\n     which the Monthly Tape delivered by the Servicer to the Backup Servicer\n     from time to time was complete and accurate as of the date delivered and\n     consistent with the information set forth in the Schedule of Receivables\n     with respect to such Receivable;\n\n          (6) which (i) as of the related Advance Date, (A) had an original\n     maturity of at least 6 months but not more than 72 months, (B) had an\n     original Amount Financed of at least $1,000 and not more than $50,000, (C)\n     had an Annual Percentage Rate of at least 7.75% and not more than 27.0%,\n     and (D) was not more than 30 days past due; and (ii) with respect to which\n     no funds have been advanced with respect to such Receivable by the\n     Purchaser, a Seller, the Servicer, any Dealer, or anyone acting on behalf\n     of any of them in order to cause such Receivable to qualify under subclause\n                                                                       ---------\n     (i)(D) of this clause (f);\n     ------         ---------- \n\n          (7) which has not been satisfied, subordinated or rescinded, and the\n     Financed Vehicle securing such Receivable has not been released from the\n     Lien of such Receivable in whole or in part;\n\n                                     S-A-2\n\n \n          (8) with respect to which no provision has been waived (except to the\n     extent permitted by this Agreement or the Receivables Financing Agreement);\n\n          (9) except for any Lien granted by the Wells Fargo Documents (as\n     defined in the Intercreditor Agreement) which Lien shall be released on the\n     applicable Receivables Transfer Date, as to which neither any Seller nor\n     the Purchaser has done anything to convey any right to any Person that\n     would result in such Person having a right to payments due under such\n     Receivable or otherwise to impair the rights of the Collateral Agent on\n     behalf of the Secured Parties in such Receivable or the proceeds thereof;\n\n          (10) which has not been sold, transferred, assigned or pledged by the\n     Purchaser to any Person other than hereunder; and no Dealer has a\n     participation in, or other right to receive, proceeds of such Receivable\n     and with respect to which neither AFS nor the Purchaser has taken any\n     action to convey any right to any Person (other than hereunder) that would\n     result in such Person having a right to payments received under the related\n     Insurance Policy or the related Dealer Agreement or Dealer Assignment or to\n     payments due under such Receivable;\n\n          (11) which is not subject to any right of rescission, setoff,\n     counterclaim or defense and no such right has been asserted or, to the\n     knowledge of the Purchaser or of any Seller, threatened with respect\n     thereto;\n\n          (12) with respect to which no liens or claims have been filed for\n     work, labor or materials relating to a Financed Vehicle that are liens\n     prior to or equal or coordinate with, the security interest in the Financed\n     Vehicle granted by such Receivable;\n\n          (13) with respect to which no default, breach, violation or event\n     permitting acceleration thereof has occurred, and none of the Purchaser,\n     the Servicer or any Seller has waived any of the foregoing;\n\n          (14) at the time of the origination of which the related Financed\n     Vehicle was covered by a comprehensive and collision insurance policy (i)\n     in an amount at least equal to the lesser of (a) its maximum insurable\n     value and (b) the Amount Financed, (ii) naming AFS or ACC, as applicable,\n     as loss payee and (iii) insuring against loss and damage due to fire,\n     theft, transportation, collision and other risks generally covered by\n     comprehensive and collision coverage and with respect to which the Obligor\n     is required to maintain physical loss and damage insurance, naming AFS or\n     ACC and its successors and assigns as an additional insured party, and such\n     Receivable permits the holder thereof to obtain Force-Placed Insurance at\n     the expense of the Obligor if the Obligor fails to do so unless otherwise\n     prohibited by the law of the state in which the related contract was\n     entered into;\n\n                                     S-A-3\n\n \n          (15) with respect to which, (i) immediately prior to the sale thereof\n     to the Purchaser, the applicable Seller had, and has conveyed to the\n     Purchaser, good and marketable title free and clear of all liens,\n     encumbrances, security interests and rights of others, and (ii) the sale\n     and assignment thereof to the Purchaser has been perfected under the UCC;\n\n          (16) with respect to each of which a Receivable File is in the\n     possession of the Custodian and such Receivable File contains (i) the fully\n     executed original of such Receivable, (ii) a certificate of insurance, an\n     application form for insurance signed by the related Obligor, or a signed\n     representation letter from the Obligor named in such Receivable pursuant to\n     which such Obligor has agreed to obtain physical damage insurance for the\n     related Financed Vehicle, or copies thereof, or a documented verbal\n     confirmation by an insurance agent for such Obligor of a policy number for\n     an insurance policy for the Financed Vehicle, (iii) the original Lien\n     Certificate (indicating AFS or ACC as first lienholder) or application\n     therefor or a letter from the applicable Dealer agreeing unconditionally to\n     repurchase the related Receivable if the certificate of title is not\n     received by the Servicer within 180 days (provided that the Lien\n                                               --------\n     Certificate is delivered to the Custodian within 180 days), and (iv) a\n     credit application or file of credit information regarding the Obligor, or\n     a copy thereof; each of such documents (if any) which is required to be\n     signed by the Obligor has been signed by the Obligor in the appropriate\n     spaces; and all blanks on any form have been properly filled in and each\n     form has otherwise been correctly prepared;\n\n          (17) which was not originated in, or is subject to the laws of, any\n     jurisdiction the laws of which would make unlawful, void or voidable the\n     sale, pledge, transfer and assignment of such Receivable under this\n     Agreement and with respect to which a Seller has not entered into any\n     agreement with any account debtor that prohibits, restricts or conditions\n     the assignment of any portion of such Receivable;\n\n          (18) as to which all filings (including, without limitation, UCC\n     filings but subject to clause (p) above in the case of the applicable Lien\n                            ----------\n     Certificate) required to be made by any Person and actions required to be\n     taken or performed by any Person in any jurisdiction to give the Collateral\n     Agent, on behalf of the Secured Parties, a first priority perfected Lien on\n     such Receivable and the proceeds thereof and the other Collateral related\n     thereto have been made, taken or performed;\n\n          (19) of which there is only one original executed copy;\n\n          (20) which constitutes chattel paper within the meaning of the UCC;\n\n          (21) as to which no selection procedures adverse to the Investors have\n     been utilized in selecting such Receivable from all other similar\n     Receivables owned or originated by AFS and its Affiliates;\n\n                                     S-A-4\n\n \n          (22) with respect to which, by the related Advance Date and on each\n     relevant date thereafter, AFS or ACC or, to the extent it maintains such\n     records, AFC (as the case may be) will have caused the portions of its\n     servicing and other records relating to such Receivable to be clearly and\n     unambiguously marked to show that such Receivable constitutes part of the\n     Collateral and is subject to the Lien of the Collateral Agent on behalf of\n     the Secured Parties;\n\n          (23) which is not assumable by another Person in a manner which would\n     release the Obligor thereof from such Obligor's obligations to the\n     Purchaser with respect to such Receivable;\n\n          (24) with respect to which the related Financed Vehicle had not been\n     repossessed;\n\n          (25) with respect to which the following is true:\n\n                    The Lien Certificate for the related Financed Vehicle shows,\n     or, if a new or replacement Lien Certificate is being applied for with\n     respect to such Financed Vehicle, the Lien Certificate will be received\n     within 180 days of the related Receivables Transfer Date and will show, AFS\n     or ACC, as the case may be, named as the original secured party under such\n     Receivable and, accordingly, AFS or ACC, as the case may be, will be the\n     holder of a first priority security interest in such Financed Vehicle. With\n     respect to each Receivable for which the Lien Certificate has not yet been\n     returned from the Registrar of Titles, AFS or ACC, as the case may be, has\n     received written evidence from the related Dealer or the Obligor that such\n     Lien Certificate showing such Seller as first lienholder has been applied\n     for. If the Receivable was originated in a state in which a filing or\n     recording is required of the secured party to perfect a security interest\n     in motor vehicles, such filings or recordings have been duly made to show\n     AFS or ACC, as the case may be, named as the original secured party under\n     the related Receivable;\n\n\n          (26) which is not a Defaulted Receivable;\n\n          (27) which is not a Delinquent Receivable;\n\n          (28) which is not secured by vehicles which are financed\n     repossessions; and\n\n          (29) which was originated in the United States of America and, at the\n     time of origination, materially conformed to all requirements of the\n     Servicing Procedures and Credit Manual applicable to such Receivable.\n\n                                     S-A-5\n\n \n          For purposes of this Agreement (including the computation from time to\ntime of the Borrowing Base), the eligibility of Receivables will be determined\nfrom time to time, such that a Receivable that was an Eligible Receivable at one\ntime but that subsequently fails to meet all applicable eligibility requirements\nwill no longer be an Eligible Receivable (unless and until it again meets all\napplicable eligibility requirements).\n\n                                     S-A-6\n\n \n                                                                       Exhibit A\n                                                                       ---------\n\n                                   SUPPLEMENT\n\n          ASSIGNMENT No. [____] of Receivables made this __ day of\n______________, 199_, among AMERICREDIT FUNDING CORP., a Delaware corporation\n('AFC'), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation ('AFS'),\n[AMERICREDIT CORPORATION OF CALIFORNIA, a California corporation] (['ACC' and\ntogether with AFC and AFS,] the 'Sellers')* and AMERICREDIT WAREHOUSE TRUST, a\nDelaware business trust (the 'Purchaser'). \n\n                             W I T N E S S E T H:\n\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 the\nAFC;\n\n          WHEREAS, the Sellers wish to sell\/and or contribute Receivables to the\nPurchaser; and\n\n          WHEREAS, the Purchaser is willing to purchase or acquire as a\ncontribution such Receivables subject to the terms and conditions hereof.\n\n          NOW, THEREFORE, the Purchaser and the Sellers hereby agree as follows:\n\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 March 31, 1999 (the 'Purchase Agreement'), unless otherwise defined herein.\n\n          'Relevant Cutoff Date' shall mean, with respect to the Receivables\nsold and\/or contributed hereby, _____________ __, 199_.\n\n          'Receivables Transfer Date' shall mean, with respect to the\nReceivables assigned hereby, the date hereof.\n\n          2.   Schedule of Receivables. Annexed hereto is a Schedule from each\n               -----------------------                                         \nSeller listing the Receivables sold and\/or contributed by it pursuant to this\nSupplement on the Receivables Transfer Date.\n\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 \n\n___________________\n\n*Specify which Seller(s) are conveying Receivables pursuant hereto.\n\n                                     E-A-1\n\n \n'Assignment'), without recourse (except as expressly provided in the Purchase\nAgreement), all right, title and interest of such Seller in and to:\n\n\n               (i)    the Receivables listed in the Schedule of Receivables\n          provided by such Seller and attached hereto and all moneys received\n          thereon, on and after the Relevant Cutoff Date;\n\n               (ii)   all security interests in the Financed Vehicles granted by\n          Obligors pursuant to the Receivables and any other interest of the\n          Seller in such Financed Vehicles;\n\n               (iii)  all proceeds and all rights to receive proceeds with\n          respect to the Receivables from claims on any physical damage, credit\n          life or disability insurance policies covering Financed Vehicles or\n          Obligors;\n\n               (iv)   all rights of the Seller against Dealers pursuant to\n          Dealer Agreements and\/or Dealer Assignments;\n\n               (v)    all rights under any Service Contracts on the related\n          Financed Vehicles;\n\n               (vi)   the related Receivables Files; and\n\n               (vii)  all proceeds of any and all of the foregoing.\n\n               (b)    The Assignment is in consideration of the Purchaser's\n          delivery to or upon the order of Sellers as set forth below:\n\n               (i)    $___________ to AFS;\n\n               (ii)   $___________ to AFC; and\n\n               [(iii) $___________ to ACC].\n\n          4.  Representations and Warranties of the Sellers.\n              --------------------------------------------- \n\n                (a)  Representations and Warranties of AFS. AFS hereby\n                     -------------------------------------             \n          represents and warrant to the Purchaser as of the Receivables Transfer\n          Date that:\n\n                        (i)  Purchase Agreement. The representations and\n                             ------------------                          \n               warranties set forth in Section 3.1(a) of the Purchase Agreement\n               are true and correct with respect to the property sold and\/or\n               contributed pursuant to Section 3 hereof.\n\n                        (ii) Principal Balance. As of the Relevant Cutoff\n                             -----------------                            \n               Date, the aggregate Principal Balance of the Receivables listed\n               on the Schedule provided by AFS (annexed hereto as Schedule A)\n               and sold to the \n\n                                     E-A-2\n\n \n               Purchaser pursuant to this Supplement is $__________________.\n\n               (b)  Representations and Warranties of AFC. AFC hereby\n                    -------------------------------------             \n          represents and warrant to the Purchaser as of the Receivables Transfer\n          Date that:\n\n                    (i) Principal Balance. As of the Relevant Cutoff Date, the\n                        -----------------                                      \n          aggregate Principal Balance of the Receivables listed on the Schedule\n          provided by AFC (annexed hereto as Schedule B) and sold to the\n          Purchaser pursuant to this Supplement is $__________________.\n\n               [(c) Representations and Warranties of ACC. ACC hereby\n                    -------------------------------------             \n          represents and warrant to the Purchaser as of the Receivables Transfer\n          Date that:\n\n                    (i)  Principal Balance. As of the Relevant Cutoff Date, the\n                         -----------------                                      \n          aggregate Principal Balance of the Receivables listed on the Schedule\n          provided by ACC (annexed hereto as Schedule C) and sold to the\n          Purchaser pursuant to this Supplement is $__________________.]\n\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:\n\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(a) of the Purchase Agreement shall be true and\n          correct with respect to the property sold and\/or contributed pursuant\n          to Section 3 hereof as of the Receivables Transfer Date.\n\n               (b)  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.\n\n               (c)  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.\n\n          6.   Ratification of Agreement. As supplemented by this Supplement,\n               -------------------------                                      \nthe Purchase Agreement is in all respects ratified and confirmed and the\nPurchase Agreement as so supplemented by this Supplement shall be read, taken\nand construed as one and the same instrument.\n\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 but all of which together shall constitute one and the same\ninstrument.\n\n          8.   GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED \n               -------------                                                   \n                                     E-A-3\n\n \nIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS\nCONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE\nPARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.\n\n                                     E-A-4\n\n \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.\n\n                              AMERICREDIT WAREHOUSE TRUST, as \n                                   Purchaser\n\n\n                              AMERICREDIT FINANCIAL SERVICES, INC., \n                                   attorney-in-fact\n\n                              By____________________________________\n                                Name: Preston A. Miller\n                                Title: Executive Vice President and Treasurer\n\n\n                              AMERICREDIT FINANCIAL SERVICES,\n                                INC., as Seller\n\n                              By____________________________________\n                                Name: Preston A. Miller\n                                Title: Executive Vice President and Treasurer\n\n\n                              AMERICREDIT FUNDING CORP., as Seller\n\n                              By___________________________________\n                                Name: Preston A. Miller\n                                Title: Executive Vice President and Treasurer\n\n\n                              [AMERICREDIT CORPORATION OF \n                                 CALIFORNIA, as Seller]\n\n                              By___________________________________\n                                Name: Preston A. Miller\n                                Title: Executive Vice President and Treasurer\n\n                                     E-A-5\n\n \nAcknowledged:\n\nBANK ONE, N.A.,\nas solely in its capacity as Collateral Agent\n\n\nBy________________________________\n  Name\n  Title:\n\n                                     E-A-6\n\n \n                                                                      Addendum A\n                                                                      ----------\n\n                                SALE AGREEMENT\n\n          ASSIGNMENT No. [____] of Receivables made this __ day of\n______________, 199_, between AMERICREDIT FUNDING CORP., a Delaware corporation\n('AFC') and AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation\n('AFS').\n\n                             W I T N E S S E T H:\n\n          WHEREAS, AFS wishes to sell\/and or contribute Receivables to AFC; and\n\n          WHEREAS, AFC is willing to purchase or acquire as a contribution such\nReceivables subject to the terms and conditions hereof.\n\n          NOW, THEREFORE, AFC and AFS hereby agree as follows:\n\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 March 31, 1999 (the 'Purchase Agreement'), unless otherwise defined herein.\n\n          'Relevant Cutoff Date' shall mean, with respect to the Receivables\nsold and\/or contributed hereby, _____________ __, 199_.\n\n          'Receivables Transfer Date' shall mean, with respect to the\nReceivables assigned hereby, the date hereof.\n\n          2.   Schedule of Receivables. Annexed hereto is a Schedule from AFS\n               -----------------------                                        \nlisting the Receivables sold and\/or contributed by it pursuant to this Agreement\non the Receivables Transfer Date.\n\n          3.   Sale and\/or Contribution of Receivables. (a) AFS, does hereby\n               ---------------------------------------                       \nsell and\/or contribute, transfer, assign, set over and otherwise convey to AFC\n(the 'Assignment'), without recourse (except as expressly provided in the\nPurchase Agreement), all right, title and interest of AFS in and to:\n\n               (i)  the Receivables listed in the Schedule of Receivables\n          provided by AFS and attached hereto and all moneys received thereon,\n          on and after the Relevant Cutoff Date;\n\n               (ii) all security interests in the Financed Vehicles granted by\n          Obligors pursuant to the Receivables and any other interest of AFS in\n          such Financed Vehicles;\n\n                                     A-A-1\n\n \n               (iii)  all proceeds and all rights to receive proceeds with\n          respect to the Receivables from claims on any physical damage, credit\n          life or disability insurance policies covering Financed Vehicles or\n          Obligors;\n\n               (iv)   all rights of AFS against Dealers pursuant to Dealer\n          Agreements and\/or Dealer Assignments;\n\n               (v)    all rights under any Service Contracts on the related\n          Financed Vehicles;\n\n               (vi)   the related Receivables Files; and\n\n               (vii)  all proceeds of any and all of the foregoing.\n\n               (b)    The Assignment is in consideration of AFC's delivery to or\n          upon the order of AFS of $____________.\n\n          4.   Representations and Warranties of AFS.\n               ------------------------------------- \n\n               (a)  Representations and Warranties of AFS. AFS hereby\n                    -------------------------------------             \n          represents and warrant to AFC as of the Receivables Transfer Date\n          that:\n\n                       (i)    Purchase Agreement. The representations and\n                              ------------------                          \n               warranties set forth in Section 3.1(a) of the Purchase Agreement\n               are true and correct with respect to the property sold and\/or\n               contributed pursuant to Section 3 hereof.\n\n                       (ii)   Principal Balance. As of the Relevant Cutoff\n                              -----------------                            \n               Date, the aggregate Principal Balance of the Receivables listed\n               on the Schedule provided by AFS (annexed hereto as Schedule A)\n               and sold to AFC pursuant to this Agreement is\n               $__________________.\n\n          5.   Conditions Precedent. The obligation of AFC to acquire the\n               --------------------                                       \nReceivables hereunder is subject to the satisfaction, on or prior to the\nReceivables Transfer Date, of the following conditions precedent:\n\n               (a)  Representations and Warranties. Each of the representations\n                    ------------------------------                              \n          and warranties made by AFS in Section 4 of this Agreement and by AFS\n          in Section 3.1(a) of the Purchase Agreement shall be true and correct\n          with respect to the property sold and\/or contributed pursuant to\n          Section 3 hereof as of the Receivables Transfer Date.\n\n               (b)  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.\n\n               (c)  Additional Information. AFS shall have delivered to AFC\n                    ----------------------                                  \n          such \n\n                                     A-A-2\n\n \n          information as was reasonably requested by AFC to satisfy itself as to\n          the satisfaction of the conditions set forth in this Section 5.\n\n          6.   Counterparts. This Agreement may be executed in two or more\n               ------------                                                \ncounterparts (and by different parties in separate counterparts), each of which\nshall be an original but all of which together shall constitute one and the same\ninstrument.\n\n          8.   GOVERNING LAW. THIS AGREEMENT 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.\n\n                                     A-A-3\n\n \n          IN WITNESS WHEREOF, AFC and AFS have caused this Agreement to be duly\nexecuted and delivered by their respective duly authorized officers as of the\nday and the year first above written.\n\n                                   AMERICREDIT FINANCIAL SERVICES,\n                                     INC., as Seller\n\n\n                                   By_______________________________\n                                     Name: Preston A. Miller\n                                     Title: Executive Vice President and \n                                             Treasurer\n\n     \n                                   AMERICREDIT FUNDING CORP., as Purchaser\n\n                                   By_______________________________\n                                     Name: Preston A. Miller\n                                     Title: Executive Vice President and \n                                             Treasurer\n\n                                     A-A-4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9564,9560],"class_list":["post-41156","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__credit","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41156","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41156"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41156"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41156"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41156"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}