0001193125-11-286166 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of October 26, 2011
Trust Agreement • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • Asset-backed securities • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of October 26, 2011, between AFS SENSUB CORP., a Nevada corporation, as depositor (the “Seller”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as Owner Trustee, amends and restates in its entirety that certain Trust Agreement dated as of October 4, 2011 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 26, 2011
Purchase Agreement • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • Asset-backed securities • New York

THIS PURCHASE AGREEMENT, dated as of October 26, 2011, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

CUSTODIAN AGREEMENT among AMERICREDIT FINANCIAL SERVICES, INC., as Custodian, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trust Collateral Agent Dated as of October 26, 2011
Custodian Agreement • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • Asset-backed securities • New York

THIS CUSTODIAN AGREEMENT, dated as of October 26, 2011, is made with respect to the issuance of Notes and a Certificate by AmeriCredit Automobile Receivables Trust 2011-5 (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 2011-5 LOCKBOX ACCOUNT AGREEMENT Dated as of October 26, 2011
Account Agreement • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • 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:

SERIES 2011-5 LOCKBOX PROCESSING AGREEMENT Dated as of October 26, 2011
Lockbox Processing Agreement • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • 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:

SALE AND SERVICING AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2011-5, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC., Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, Backup Servicer and Trust Collateral...
Sale and Servicing • October 28th, 2011 • Americredit Automobile Receivables Trust 2011-5 • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT dated as of October 26, 2011, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2011-5, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as Backup Servicer and Trust Collateral Agent.

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