Common use of Security Interest in Financed Vehicle Clause in Contracts

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp., each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created Contract creates or shall ------------------------------------- will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) TFC in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 120 days of the Closing Date applicable Funding Date, and will show, AmeriCredit (or a Titled Third-Party Lender) show TFC named as the original secured party under each Receivable Contract as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable Contract for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit TFC has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, TFC or the Issuer or a Titled Third-Party Lender, as applicable, Collateral Agent as first lienholder has been applied for and any Titled Third-Party Lender’s (i) TFC's security interest has been validly assigned by to the Titled Third-Party Lender Borrower pursuant to AmeriCredit the Purchase Agreement and AmeriCredit’s (ii) the Borrower's security interest has been validly assigned by AmeriCredit pledged to AFS SenSub Corp. the Collateral Agent pursuant to this the Loan Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit TFC to AFS SenSub Corp.the Borrower, each Receivable Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Borrower as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the applicable Funding Date). Immediately after the pledge of a security interest therein by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, each Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Collateral Agent as secured party, for the benefit of the Lender, the Hedge Counterparty and the Collateral Agent, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle arising subsequent to the applicable Funding Date). As of the Cutoff Date applicable Funding Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related ReceivableContract.

Security Interest in Financed Vehicle. Each Immediately prior to the sale, assignment, and transfer thereof, each Subsequent Receivable created or shall create be secured by a valid, binding and enforceable validly perfected first priority security interest in the Financed Vehicle in favor of AmeriCredit LBAC as secured party, and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any tax liens or mechanics' liens which may arise after the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the a new or replacement Lien Certificate will be received within 180 150 days of the Closing Subsequent Transfer Date and will show, AmeriCredit (or a Titled Third-Party Lender) show LBAC named as the original secured party under each any such Subsequent Receivable as and the holder of a first priority security interest in such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from from, the Registrar of Titles, AmeriCredit LBAC has applied for or received either (i) written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, LBAC as the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender or (ii) a Dealer Title Guaranty with respect to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerFinanced Vehicle. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.the Trust, each Subsequent Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust as secured party, which security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal arising subsequent to the Liens of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) show the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Seller as first lienholder has been applied for and any Titled Third-Party Lender’s the Seller's security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Receivables Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or related Transfer Date, as applicable, and will show, AmeriCredit show the Receivables Seller (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Receivables Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer Receivables Seller (or a Titled Third-Party Lender, as applicable, ) as first lienholder has been applied for and any Titled Third-Party Lender’s the Receivables Seller's security interest has been validly assigned by to the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Issuer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Receivables Seller to AFS SenSub Corp.the Issuer, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were There are no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable Contract created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 one hundred fifty (150) days (or, solely in the case of an Initial Funding Contract, within one hundred eighty (180) days) of the Closing Date Contract origination date and will show, AmeriCredit (or a Titled Third-Party Lender) named the Originator as the original secured party under each Receivable Contract, or that such Contract has been assigned to the Originator, as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable Contract for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied a Title Package for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCreditFinanced Vehicle. In the case of each Financed Vehicle, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s Originator's security interest has been validly assigned by the Titled Third-Party Lender Originator to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Seller pursuant to this the Sale and Contribution Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in , by Seller to Borrower pursuant to the Receivables in favor of Purchase Agreement and by Borrower to Lender pursuant to the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerWarehouse Lending Agreement. Immediately after (x) the sale, transfer and assignment thereof by AmeriCredit the Originator to AFS SenSub Corp.Seller and by Seller to Borrower and (y) the pledge by Borrower to Lender pursuant to the Warehouse Lending Agreement, each Receivable Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Lender as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the applicable Borrowing Date). As ; provided that, for the purposes of clause (i) of the Cutoff Date there were no Liens definition of "Ineligible Contract" in the Warehouse Lending Agreement but not for the purposes of Section 3.03(g) of the Warehouse Lending Agreement, Section 6.2 of the Receivables Purchase Agreement or claims for taxesSection 6.2 of the Sale and Contribution Agreement, work, labor if any lien referenced in the preceding parenthetical shall arise or materials affecting a Financed Vehicle which are or may be Liens prior or equal created as to any Loan subsequent to the Liens applicable Borrowing Date, such occurrence shall be deemed to constitute a breach of the related Receivablerepresentation and warranty set forth in this paragraph 8.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsidentify Triad, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) identify Triad the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Triad has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, Seller as applicable, as the first lienholder has been applied for and any Titled Third-Party Lender’s the Seller's security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this the Sale and Servicing Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) Exeter in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) Exeter named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Exeter has applied for or received written evidence from the related Dealer [or Third-Party Lender related Originator] that such Lien Certificate showing AmeriCredit, Exeter or the Issuer or a Titled Third-Party LenderIssuer, as applicable, as first lienholder has been applied for and any Titled Third-Party LenderExeter’s security interest (assigned by Exeter to the Seller pursuant to the Purchase Agreement) has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the PurchaserTrust, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable Contract created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 one hundred fifty (150) days of the Closing Date Contract origination date and will show, AmeriCredit (or a Titled Third-Party Lender) named the Originator as the original secured party under each Receivable Contract, or that such Contract has been assigned to the Originator, as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable Contract for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied a Title Package for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCreditFinanced Vehicle. In the case of each Financed Vehicle, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party LenderOriginator’s security interest has been validly assigned by the Titled Third-Party Lender Originator to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Seller pursuant to this the Sale and Contribution Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in , by Seller to Borrower pursuant to the Receivables in favor Purchase Agreement and by Borrower to the Agent for the benefit of the Purchaser, which security interest is prior Lenders pursuant to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerWarehouse Lending Agreement. Immediately after (x) the sale, transfer and assignment thereof by AmeriCredit the Originator to AFS SenSub Corp.Seller and by Seller to Borrower and (y) the pledge by Borrower to the Agent for the benefit of the Lenders pursuant to the Warehouse Lending Agreement, each Receivable Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Agent for the benefit of the Lenders as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the applicable Borrowing Date). As ; provided that, for the purposes of clause (i) of the Cutoff Date there were no Liens definition of “Ineligible Contract” in the Warehouse Lending Agreement but not for the purposes of Section 3.03(f) of the Warehouse Lending Agreement, Section 6.2 of the Receivables Purchase Agreement or claims for taxesSection 6.2 of the Sale and Contribution Agreement, work, labor if any lien referenced in the preceding parenthetical shall arise or materials affecting a Financed Vehicle which are or may be Liens prior or equal created as to any Loan subsequent to the Liens applicable Borrowing Date, such occurrence shall be deemed to constitute a breach of the related Receivablerepresentation and warranty set forth in this paragraph 8.

Security Interest in Financed Vehicle. Each Immediately prior to the sale, assignment, and transfer thereof, each Subsequent Receivable created or shall create be secured by a valid, binding and enforceable validly perfected first priority security interest in the Financed Vehicle in favor of AmeriCredit LBAC as secured party, and such security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any tax liens or mechanics' liens which may arise after the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the a new or replacement Lien Certificate will be received within 180 150 days of the Closing Subsequent Transfer Date and will show, AmeriCredit (or a Titled Third-Party Lender) show LBAC named as the original secured party under each any such Subsequent Receivable as and the holder of a first priority security interest in such Financed Vehicle, or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from from, the Registrar of Titles, AmeriCredit LBAC has applied for or received either (i) written N-7 evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, LBAC as the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender or (ii) a Dealer Title Guaranty with respect to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerFinanced Vehicle. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.the Trust, each Subsequent Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust as secured party, which security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal arising subsequent to the Liens of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) OFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Assignment Date and will show, AmeriCredit (or a Titled Third-Party Lender) OFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit OFL has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, OFL as first lienholder has been applied for and any Titled Third-Party Lender’s for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the certificate of title is not received within 180 days. OFL's security interest has been validly assigned by the Titled Third-Party Lender OFL to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. ORFC pursuant to this the applicable Assignment Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit ORFC to AFS SenSub Corp.an Assignee, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. such Assignee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff applicable Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, show AmeriCredit (or a Titled Third-Party Lenderor, with respect Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, AmeriCredit or the Issuer or a Titled Third-Party LenderIssuer, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.SenSub, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall ------------------------------------- will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (TFC or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Trust Collateral Agent in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date Date, and will show, AmeriCredit (show TFC or a Titled Third-Party Lender) the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit TFC has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, TFC or the Issuer or a Titled Third-Party Lender, as applicable, Trust Collateral Agent as first lienholder has been applied for and any Titled Third-Party Lender’s (i) TFC's security interest has been validly assigned to the Seller pursuant to the Purchase Agreement and (ii) the Seller's security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit the Trust pursuant to this Agreement and AmeriCredit’s (iii) the Trust's security interest has been validly assigned by AmeriCredit pledged to AFS SenSub Corp. the Trust Collateral Agent pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerIndenture. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Cutoff Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (the Originator or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Purchaser in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date not later than July 31, 2002, and will show, AmeriCredit (show Originator or a Titled Third-Party Lender) the Purchaser named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle, with right of repossession, subject to the terms thereof and applicable law. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, Originator or the Issuer or a Titled Third-Party Lender, as applicable, Purchaser as first lienholder has been applied for and any Titled Third-Party Lender’s the Originator's security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit Originator to AFS SenSub Corp.the Purchaser, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Purchaser as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Cutoff Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) Arcadia in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Purchase Date and will show, AmeriCredit (or a Titled Third-Party Lender) Arcadia named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Arcadia has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Arcadia as first lienholder has been applied for and any Titled Third-Party Lender’s for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the Certificate of title is not received within 180 days. Arcadia's security interest has been validly assigned by Arcadia to the Titled Third-Party Lender Seller pursuant to AmeriCredit the Purchase Agreement and AmeriCredit’s security interest has been validly assigned by AmeriCredit the Seller to AFS SenSub Corp. the Issuer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.the Issuer, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Issuer as secured party, which security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date applicable Cut-Off Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (Seller, the Trust Collateral Agent or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) an Unaffiliated Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will showshow Seller, AmeriCredit (the Trust Collateral Agent, Bankers Trust Company or a Titled Third-Party Lender) an Unaffiliated Originator named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCreditSeller, the Issuer Trust Collateral Agent, Bankers Trust Company or a Titled Third-Party Lender, as applicable, an Unaffiliated Originator or Bankers Trust Company as first lienholder has been applied for and any Titled Third-Party Lender’s (i) the Unaffiliated Originator's security interest has been validly assigned by to Seller, pursuant to the Titled Third-Party Lender to AmeriCredit Unaffiliated Originator Receivables Purchase Agreement, if applicable and AmeriCredit’s (ii) Seller's security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit Seller to AFS SenSub Corp.Purchaser and from Purchaser to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cutoff Date). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable. If the Receivable was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filings or recordings have been duly made to show Seller, the Trust Collateral Agent or an Unaffiliated Originator as the Original Secured Party under the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is Immediately prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, assignment, and transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.thereof, each Receivable will shall be secured by an enforceable and a validly perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Triad as secured party, which and such security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials or any other non-consensual lien affecting Financed Vehicle arising subsequent to the Closing Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of Triad as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for such new or replacement Lien Certificate will be received within 150 days of the Closing Date and will show Triad named as the original secured party under any such Receivable and the holder of a first priority security interest in such Financed Vehicle), or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. As With respect to each Receivable for which the Lien Certificate has not yet been submitted to, or returned from, the Registrar of Titles, Triad has received either (i) written evidence from the related Dealer that such Lien Certificate showing Triad as the first lienholder has been applied for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Issuer, each Receivable will be secured by an enforceable first priority security interest in the Financed Vehicle in favor of the Cutoff Date there were no Liens Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or claims may hereafter arise or be created (except, as to priority, for the lien of the Indenture and for any lien for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal and arising subsequent to the Liens of the related ReceivableClosing Date).

Security Interest in Financed Vehicle. Each Receivable created or ------------------------------------- shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the related Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or related Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer AmeriCredit (or a Titled Third-Party Lender, as applicable, ) as first lienholder has been applied for and any Titled Third-Party Lender’s AmeriCredit's security interest has been validly assigned by to the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the related Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were There are no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create creates a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) AFL in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing related Assignment Date and will show, AmeriCredit (or a Titled Third-Party Lender) AFL named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit AFL has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AFL as first lienholder has been applied for and any Titled Third-Party Lender’s for, or a letter from the applicable Dealer agreeing unconditionally to repurchase the related Receivable if the certificate of title is not received within 180 days. AFL's security interest has been validly assigned by the Titled Third-Party Lender AFL to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. ARFC pursuant to this the applicable Assignment Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit ARFC to AFS SenSub Corp.an Assignee, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. such Assignee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff applicable Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens lien of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lenderor, with respect to Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, or the Issuer or a Titled Third-Party LenderIssuer, as applicable, as first lienholder has been applied for and any Titled Third-Party LenderAmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the PurchaserTrust, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) named show the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Originator as first lienholder has been applied for and any Titled Third-Party Lender’s the Originator's security interest has been validly assigned by the Titled Third-Party Lender Originator to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Seller pursuant to this Agreement and by the Seller to the Trust pursuant to the Sale and Servicing Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Originator to AFS SenSub Corp.the Seller and by the Seller to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) Exeter in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) Exeter named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Exeter has applied for or received written evidence from the related Dealer [or Third-Party Lender related Originator] that such Lien Certificate showing AmeriCredit, Exeter or the Issuer or a Titled Third-Party LenderIssuer, as applicable, as first lienholder has been applied for and any Titled Third-Party LenderExeter’s security interest has been validly assigned by the Titled Third-Party Lender Exeter to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. EFCAR, LLC pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit Exeter to AFS SenSub Corp.EFCAR, LLC, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. EFCAR, LLC as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) Seller in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Seller as first lienholder has been applied for and any Titled Third-Party LenderSeller’s security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit Seller to AFS SenSub Corp.Purchaser, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Purchaser as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.. Purchase and Servicing Agreement

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lenderor, with respect to Lien Certificates provided by the State of Maine, the Issuer) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, AmeriCredit or the Issuer or a Titled Third-Party LenderIssuer, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Funding Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.Funding Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Funding Trust as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of either AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) CP Funding in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s 's security interest has been validly assigned by AmeriCredit either (A) to AFS SenSub Corp. Funding or (B) to CP Funding and by CP Funding to AFS Funding pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by either AmeriCredit or CP Funding to AFS SenSub Corp.Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Funding as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 240 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party LenderAmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the PurchaserTrust, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) show the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Seller as first lienholder has been applied for and any Titled Third-Party Lenderthe Seller’s security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or ------------------------------------- shall create a valid, binding and enforceable first priority security interest in favor of either AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) CP Funding in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s 's security interest has been validly assigned by AmeriCredit either (A) to AFS SenSub Corp. Funding or (B) to CP Funding and by CP Funding to AFS Funding pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by either AmeriCredit or CP Funding to AFS SenSub Corp.Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Funding as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related ReceivableReceivable .

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (the Seller, the Trust Collateral Agent or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) an Unaffiliated Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will showshow the Seller, AmeriCredit (the Trust Collateral Agent or a Titled Third-Party Lender) an Unaffiliated Originator named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCreditthe Seller, the Issuer Trust Collateral Agent or a Titled Third-Party Lender, as applicable, an Unaffiliated Originator as first lienholder has been applied for and any Titled Third-Party Lender’s (i) the Unaffiliated Originator's security interest has been validly assigned by to the Titled Third-Party Lender Seller, pursuant to AmeriCredit the Unaffiliated Originator Receivables Purchase Agreement, if applicable and AmeriCredit’s (ii) the Seller's security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Purchaser and from the Purchaser to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cutoff Date). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable. If the Receivable was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filings or recordings have been duly made to show the Seller, the Trust Collateral Agent or an Unaffiliated Originator as the Original Secured Party under the related Receivable.

Security Interest in Financed Vehicle. Each Immediately prior to the transfer, assignment and pledge thereof under this Agreement, (i) each Receivable created or shall create was secured by a valid, binding and enforceable first priority perfected security interest in the Financed Vehicle in favor of AmeriCredit the applicable Borrower as secured party, or (or ii) application has been duly made with the appropriate governmental authority for a Titled Third-Party Lender which valid, binding and enforceable first priority perfected security interest has been assigned to AmeriCredit) in the Financed VehicleVehicle in favor of such Borrower. The Lien Certificate certificate of title for each Financed Vehicle shows, or if a new or replacement Lien Certificate certificate of title is being applied for with respect to such Financed Vehicle the Lien Certificate certificate of title will be received by the applicable Borrower within 180 120 days of after the Closing related Advance Date and will show, AmeriCredit (or a Titled Third-Party Lender) show the applicable Borrower named as the original secured party under each Receivable as and, accordingly, such Borrower will be the holder of a first priority security interest in such Financed Vehicle; provided, however, that with respect to Receivables of AutoInfo Finance that are subject to Advances to AutoInfo Finance within 90 days after the date of this Agreement and for which no certificate of title, guaranty of title or application for title is delivered prior to the related Advance Date, the certificate of title will be received by such Borrower prior to the earlier of (x) 90 days after such Advance Date and (y) 180 days after the date of origination of the related Receivable. With respect to each Receivable (other than Receivables of AutoInfo Finance referred to in the proviso in the immediately preceding sentence) for which the Lien Certificate certificate of title has not yet been returned from the Registrar registrar of Titlestitles, AmeriCredit the applicable Borrower has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate certificate of title showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, such Borrower as first lienholder has been applied for and any Titled Third-Party Lender’s for. If the Receivable was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filings or recordings have been duly made to show the applicable Borrower named as the original secured party under the related Receivable. Such security interest in the Financed Vehicle has been validly assigned by the Titled Third-Party Lender Dealer to AmeriCredit the applicable Borrower pursuant to the related Dealer Agreement and AmeriCredit’s security interest has been validly assigned by AmeriCredit such Borrower to AFS SenSub Corp. CSFB pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the saletransfer, transfer assignment and assignment pledge thereof by AmeriCredit to AFS SenSub Corp.CSFB, there shall exist under each Receivable will be secured by an a valid, subsisting and enforceable and perfected first priority perfected security interest in the Financed Vehicle in favor securing such Receivable and at such time as enforcement of AFS SenSub Corp. as secured party, which such security interest is prior to all other Liens upon sought there shall exist a valid, subsisting and enforceable first priority perfected security interests interest in such Financed Vehicle which now exist or may hereafter arise or be created in favor of CSFB (exceptother than, as to prioritythe priority of such security interest, for any statutory lien for taxesarising by operation of law after such transfer, labor or materials affecting a Financed Vehicleassignment and pledge thereof, which is prior to such interest). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (the Originator or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Purchaser in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showswill show, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date not later than January 31, 2003, and will show, AmeriCredit (show Originator or a Titled Third-Party Lender) the Purchaser named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle, with right of repossession, subject to the terms thereof and applicable law. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, Originator or the Issuer or a Titled Third-Party Lender, as applicable, Purchaser as first lienholder has been applied for and any Titled Third-Party Lender’s the Originator's security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit Originator to AFS SenSub Corp.the Purchaser, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Purchaser as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Cutoff Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) named show the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Originator as first lienholder has been applied for and any Titled Third-Party Lender’s the Originator's security interest has been validly assigned by the Titled Third-Party Lender Originator to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Depositor pursuant to this Agreement and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Originator to AFS SenSub Corp.the Depositor and by the Depositor to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) show the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Seller as first lienholder has been applied for and any Titled Third-Party Lender’s the Seller's security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party LenderAmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the PurchaserTrust, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Initial Cutoff Date or the Subsequent Cutoff Date, as applicable, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of either AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) CP Funding in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s 's security interest has been validly assigned by AmeriCredit either (A) to AFS SenSub Corp. Funding or (B) to CP Funding and by CP Funding to AFS Funding pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by either AmeriCredit or CP Funding to AFS SenSub Corp.Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Funding as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest against the Seller in favor of AmeriCredit the Issuer (or a Titled Third-Party Lender which first priority security its predecessor in interest has been assigned to AmeriCreditin such Receivable) in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 210 days of the Closing Date and will show, AmeriCredit (or show a Titled Third-Party Lender) Contributing Subsidiary named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Contributing Subsidiary as first lienholder has been applied for and any Titled Third-Party Lender’s the Seller's security interest by assignment has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (the Seller, the Trust Collateral Agent or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) an Unaffiliated Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will showshow the Seller, AmeriCredit (the Trust Collateral Agent, Bankers Trust Company or a Titled Third-Party Lender) an Unaffiliated Originator named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCreditthe Seller, the Issuer Trust Collateral Agent, Bankers Trust Company or a Titled Third-Party Lender, as applicable, an Unaffiliated Originator or Bankers Trust Company as first lienholder has been applied for and any Titled Third-Party Lender’s (i) the Unaffiliated Originator's security interest has been validly assigned by to the Titled Third-Party Lender Seller, pursuant to AmeriCredit the Unaffiliated Originator Receivables Purchase Agreement, if applicable and AmeriCredit’s (ii) the Seller's security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Purchaser pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Purchaser and from the Purchaser to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cutoff Date). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable. If the Receivable was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filings or recordings have been duly made to show the Seller, the Trust Collateral Agent or an Unaffiliated Originator as the Original Secured Party under the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCreditLender) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or, with respect to Lien Certificates provided by the State of Maine, the Issuer) (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party LenderAmeriCredit’s security interest (assigned by AmeriCredit to the Seller pursuant to the Purchase Agreement) has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the PurchaserTrust, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trust Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is Immediately prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, assignment, and transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.thereof, each Receivable will shall be secured by an enforceable and a validly perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. LBAC as secured party, which and such security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials or any other non-consensual lien affecting Financed Vehicle arising subsequent to the Closing Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for such new or replacement Lien Certificate will be received within 150 days of the Closing Date and will show LBAC named as the original secured party under any such Receivable and the holder of a first priority security interest in such Financed Vehicle), or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. As With respect to each Receivable for which the Lien Certificate has not yet been submitted to, or returned from, the Registrar of Titles, LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing LBAC as the first lienholder has been applied for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Issuer, each Receivable will be secured by an enforceable first priority security interest in the Financed Vehicle in favor of the Cutoff Date there were no Liens Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or claims may hereafter arise or be created (except, as to priority, for the lien of the Indenture and for any lien for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal and arising subsequent to the Liens of the related ReceivableClosing Date).

Security Interest in Financed Vehicle. Each Receivable created or shall create is secured by a valid, binding and enforceable first priority perfected security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Contributor in the Financed Vehicle. The Lien Certificate of Title for each Financed Vehicle showsshows or, or if a new or replacement Lien Certificate of Title is being applied for with respect to such Financed Vehicle Vehicle, the Lien Certificate of Title will be received within 180 one hundred eighty (180) days of the Closing Date or the related Funding Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) the Contributor named as the original secured party under each Receivable as the holder of a first priority perfected security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate of Title has not yet been returned from the Registrar of Titlesapplicable governmental authority, AmeriCredit the Servicer has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate of Title showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Contributor as first lienholder has been applied for and any Titled Third-Party Lender’s for. If the Receivable was originated in a State in which the filing or recording of a financing statement under the UCC is required to perfect a security interest in motor vehicles, such filings or recordings have been duly made and show the Contributor named as the original secured party under the related Receivable. As of the related Cutoff Date, there were no Liens or claims for taxes, work, labor, storage or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the lien of the related Receivable. Each security interest in the Financed Vehicles has been or, with respect to Subsequent Receivables, will be as of the related Funding Date, validly assigned by the Titled Third-Party Lender Depositor to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Issuer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Sellerrelated Depositor Assignment. Immediately after the sale, assignment and transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.the Issuer, although the related Certificates of Title will not indicate the Issuer as secured party, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured partyparty for the benefit of the Noteholders, the Agent and the Financial Institutions which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) AFS in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) show AFS named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit AFS has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AFS as first lienholder has been applied for and any Titled Third-Party Lender’s for. AFS's security interest has been validly assigned by AFS to the Titled Third-Party Lender Seller and by the Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Issuer pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Issuer and the subsequent pledge thereof by the Issuer to the Indenture Collateral Agent, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Collateral Agent as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created ------------------------------------- or shall create a valid, binding and enforceable first priority security interest in favor of either AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) CP Funding in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date or Subsequent Transfer Date, as applicable, and will show, show AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, AmeriCredit as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s 's security interest has been validly assigned by AmeriCredit either (A) to AFS SenSub Corp. Funding or (B) to CP Funding and by CP Funding to AFS Funding pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by either AmeriCredit or CP Funding to AFS SenSub Corp.Funding, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. Funding as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) in the Financed Vehicle. The Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, as first lienholder has been applied for and any Titled Third-Party Lender’s security interest has been validly assigned by the Titled Third-Party Lender to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is Immediately prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, assignment, and transfer and assignment thereof by AmeriCredit to AFS SenSub Corp.thereof, each Subsequent Receivable will shall be secured by an enforceable and a validly perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. LBAC as secured party, which and such security interest is prior to all other Liens liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting such Financed Vehicle arising subsequent to the Subsequent Transfer Date), and either (i) all necessary and appropriate actions have been taken that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of LBAC as secured party, and the Lien Certificate for each Financed Vehicle shows, or if a new or replacement Lien Certificate is being applied for such new or replacement Lien Certificate will be received within 150 days of the Subsequent Transfer Date and will show LBAC named as the original secured party under any such Subsequent Receivable and the holder of a first priority security interest in such Financed Vehicle), or (ii) a Dealer Title Guaranty has been obtained with respect to such Financed Vehicle. As With respect to each Subsequent Receivable for which the Lien Certificate has not yet been submitted to, or returned from, the Registrar of Titles, LBAC has received either (i) written evidence from the related Dealer that such Lien Certificate showing LBAC as the first lienholder has been applied for or (ii) a Dealer Title Guaranty with respect to such Financed Vehicle. Immediately after the sale, transfer and assignment thereof to the Issuer, each Subsequent Receivable will be secured by an enforceable first priority security interest in the Financed Vehicle in favor of the Cutoff Date there were no Liens Issuer as secured party, which security interest is prior to all other liens upon and security interests in such Financed Vehicle which now exist or claims may hereafter arise or be created (except, as to priority, for the lien of the Indenture and for any lien for taxes, work, labor or materials affecting a such Financed Vehicle which are or may be Liens prior or equal arising subsequent to the Liens of the related ReceivableSubsequent Transfer Date).

Security Interest in Financed Vehicle. Each Receivable created or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Originator in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date Date, as applicable, and will show, AmeriCredit (or a Titled Third-Party Lender) named show the Originator as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Originator has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Originator as first lienholder has been applied for and any Titled Third-Party Lender’s the Originator's security interest has been validly assigned by the Titled Third-Party Lender Originator to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Depositor pursuant to this Agreement and by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Originator to AFS SenSub Corp.the Depositor and by the Depositor to the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Indenture Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Related Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created or shall will ------------------------------------- create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (TFC or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Trust Collateral Agent in the Financed VehicleVehicle with right of repossession, subject to the terms thereof and applicable law. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date no later than July 31, 2002, and will show, AmeriCredit (show TFC or a Titled Third-Party Lender) the Trust Collateral Agent named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit TFC has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, TFC or the Issuer or a Titled Third-Party Lender, as applicable, Trust Collateral Agent as first lienholder has been applied for and any Titled Third-Party Lender’s (i) TFC's security interest has been validly assigned to Purchaser pursuant to the Purchase Agreement and (ii) Purchaser's security interest has been validly assigned by Purchaser to the Titled Third-Party Lender Trust pursuant to AmeriCredit this Agreement and AmeriCredit’s (iii) the Trust's security interest has been validly assigned by AmeriCredit pledged to AFS SenSub Corp. the Trust Collateral Agent pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the SellerIndenture. Immediately after the sale, transfer and assignment thereof by AmeriCredit Purchaser to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the Cut-Off Date). As of the Cutoff Cut-Off Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.

Security Interest in Financed Vehicle. Each Receivable created Contract creates or shall will create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) TFC in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 120 days of the Closing Date applicable Funding Date, and will show, AmeriCredit (or a Titled Third-Party Lender) show TFC named as the original secured party under each Receivable Contract as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable Contract for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit TFC has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, TFC or the Issuer or a Titled Third-Party Lender, as applicable, Collateral Agent as first lienholder has been applied for and any Titled Third-Party Lender’s (i) TFC's security interest has been validly assigned by to the Titled Third-Party Lender Borrower pursuant to AmeriCredit the Purchase Agreement and AmeriCredit’s (ii) the Borrower's security interest has been validly assigned by AmeriCredit pledged to AFS SenSub Corp. the Collateral Agent pursuant to this the Loan Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit TFC to AFS SenSub Corp.the Borrower, each Receivable Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Borrower as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed VehicleVehicle arising subsequent to the applicable Funding Date). Immediately after the pledge of a security interest therein by the Borrower to the Collateral Agent, for the benefit of the Lender, the Hedge Counterparty and the Insurer, each Contract will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of the Collateral Agent as secured party, for the benefit of the Lender, the Hedge Counterparty and the Collateral Agent, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle arising subsequent to the applicable Funding Date). As of the Cutoff Date applicable Funding Date, there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related ReceivableContract.

Security Interest in Financed Vehicle. Each Receivable created or shall create a valid, binding and enforceable first priority security interest in favor of AmeriCredit (or a Titled Third-Party Lender which first priority security interest has been assigned to AmeriCredit) the Seller in the Financed Vehicle. The Lien Certificate and original certificate of title for each Financed Vehicle showsshow, or if a new or replacement Lien Certificate is being applied for with respect to such Financed Vehicle the Lien Certificate will be received within 180 days of the Closing Date and will show, AmeriCredit (or a Titled Third-Party Lender) show the Seller named as the original secured party under each Receivable as the holder of a first priority security interest in such Financed Vehicle. With respect to each Receivable for which the Lien Certificate has not yet been returned from the Registrar of Titles, AmeriCredit the Seller has applied for or received written evidence from the related Dealer or Third-Party Lender that such Lien Certificate showing AmeriCredit, the Issuer or a Titled Third-Party Lender, as applicable, Seller as first lienholder has been applied for and any Titled Third-Party Lender’s the Seller's security interest has been validly assigned by the Titled Third-Party Lender Seller to AmeriCredit and AmeriCredit’s security interest has been validly assigned by AmeriCredit to AFS SenSub Corp. the Trust pursuant to this Agreement. This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Purchaser, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller. Immediately after the sale, transfer and assignment thereof by AmeriCredit the Seller to AFS SenSub Corp.the Trust, each Receivable will be secured by an enforceable and perfected first priority security interest in the Financed Vehicle in favor of AFS SenSub Corp. the Trustee as secured party, which security interest is prior to all other Liens upon and security interests in such Financed Vehicle which now exist or may hereafter arise or be created (except, as to priority, for any lien for taxes, labor or materials affecting a Financed Vehicle). As of the Cutoff Date there were no Liens or claims for taxes, work, labor or materials affecting a Financed Vehicle which are or may be Liens prior or equal to the Liens of the related Receivable.