0001193125-09-235166 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of October 21, 2009
Trust Agreement • November 16th, 2009 • AmeriCredit Prime Automobile Receivables Trust 2009-1 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 21, 2009, between AFS SENSUB CORP., a Nevada corporation, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of October 14, 2009 between the Seller and the Owner Trustee.

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PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and AMERICREDIT FINANCIAL SERVICES, INC. Seller Dated as of October 21, 2009
Purchase Agreement • November 16th, 2009 • AmeriCredit Prime Automobile Receivables Trust 2009-1 • Asset-backed securities • New York

THIS PURCHASE AGREEMENT, dated as of October 21, 2009, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

SERIES APART 2009-1 LOCKBOX ACCOUNT AGREEMENT October 21, 2009
Lockbox Account Agreement • November 16th, 2009 • AmeriCredit Prime Automobile Receivables Trust 2009-1 • Asset-backed securities • Texas

JPMorgan Chase Bank, N.A. (“Processor”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), agree as follows:

CUSTODIAN AGREEMENT among AMERICREDIT FINANCIAL SERVICES, INC., as Custodian, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trust Collateral Agent Dated as of October 21, 2009
Custodian Agreement • November 16th, 2009 • AmeriCredit Prime Automobile Receivables Trust 2009-1 • Asset-backed securities • New York

THIS CUSTODIAN AGREEMENT, dated as of October 21, 2009, is made with respect to the issuance of Notes and a Certificate by AmeriCredit Prime Automobile Receivables Trust 2009-1 (the “Issuer”), and is between AMERICREDIT FINANCIAL SERVICES, INC., as custodian (in such capacity, the “Custodian”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trust collateral agent (the “Trust Collateral Agent”). Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

SERIES APART 2009-1 LOCKBOX PROCESSING AGREEMENT October 21, 2009
Lockbox Processing Agreement • November 16th, 2009 • AmeriCredit Prime Automobile Receivables Trust 2009-1 • Asset-backed securities • Texas

Regulus Group II LLC (“Processor”), AmeriCredit Financial Services, Inc. (“AmeriCredit”) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), agree as follows:

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