AMERICREDIT FINANCIAL SERVICES INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>a2048372zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY








                               PURCHASE AGREEMENT



                                     BETWEEN



                                AFS SENSUB CORP.
                                    PURCHASER



                                       AND



                      AMERICREDIT FINANCIAL SERVICES, INC.
                                     SELLER





                           DATED AS OF APRIL 18, 2001









<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I. DEFINITIONS......................................................1

   SECTION 1.1    General...................................................1
   SECTION 1.2    Specific Terms............................................1
   SECTION 1.3    Usage of Terms............................................2
   SECTION 1.4    [Reserved]................................................2
   SECTION 1.5    No Recourse...............................................2
   SECTION 1.6    Action by or Consent of Noteholders and Certificateholder.2
   SECTION 1.7    [Reserved]................................................3

ARTICLE II. CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY...3

   SECTION 2.1    Conveyance of the Receivables and the Other
                  Conveyed Property.........................................3
   SECTION 2.2    [Reserved]................................................3

ARTICLE III. REPRESENTATIONS AND WARRANTIES.................................3

   SECTION 3.1    Representations and Warranties of Seller..................3
   SECTION 3.2    [Reserved]................................................5
   SECTION 3.3    Representations and Warranties of Purchaser...............5

ARTICLE IV. COVENANTS OF SELLER.............................................7

   SECTION 4.1    Protection of Title of Purchaser..........................7
   SECTION 4.2    Other Liens or Interests..................................8
   SECTION 4.3    Costs and Expenses........................................8
   SECTION 4.4    Indemnification...........................................9

ARTICLE V. REPURCHASES.....................................................11

   SECTION 5.1    Repurchase of Receivables Upon Breach of Warranty........11
   SECTION 5.2    Reassignment of Purchased Receivables....................11
   SECTION 5.3    Waivers..................................................12

ARTICLE VI. MISCELLANEOUS..................................................12

   SECTION 6.1    Liability of Seller......................................12
   SECTION 6.2    Merger or Consolidation of Seller or Purchaser...........12
   SECTION 6.3    Limitation on Liability of Seller and Others.............12
   SECTION 6.4    Seller May Own Notes or the Certificate..................13
   SECTION 6.5    Amendment................................................13
   SECTION 6.6    Notices..................................................14
   SECTION 6.7    Merger and Integration...................................14
   SECTION 6.8    Severability of Provisions...............................14
   SECTION 6.9    Intention of the Parties.................................14
   SECTION 6.10   Governing Law............................................14
   SECTION 6.11   Counterparts.............................................14
   SECTION 6.12   Conveyance of the Receivables and the Other
                  Conveyed Property to the Issuer..........................15

                                       i
<PAGE>

   SECTION 6.13   Nonpetition Covenant.....................................15



SCHEDULES

Schedule A -- Schedule of Receivables
Schedule B -- Representations and Warranties from Seller as to the Receivables



                                       ii
<PAGE>

                               PURCHASE AGREEMENT


            THIS PURCHASE AGREEMENT, dated as of April 18, 2001, executed
between AFS SenSub Corp., a Nevada corporation, as purchaser ("PURCHASER"), and
AmeriCredit Financial Services, Inc., a Delaware corporation, as seller
("SELLER").

                              W I T N E S S E T H :
                              - - - - - - - - - -

            WHEREAS, Purchaser has agreed to purchase from Seller, and Seller,
pursuant to this Agreement, is transferring to Purchaser the Receivables and
Other Conveyed Property.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, Purchaser and Seller, intending to be
legally bound, hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

            SECTION 1.1 GENERAL. The specific terms defined in this Article
include the plural as well as the singular. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Article,
Section, Schedule and Exhibit references, unless otherwise specified, refer to
Articles and Sections of and Schedules and Exhibits to this Agreement.
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the Sale and Servicing Agreement dated as of
April 18, 2001, by and among AFS SenSub Corp. (as Seller), AmeriCredit Financial
Services, Inc. (in its individual capacity and as Servicer), AmeriCredit
Automobile Receivables Trust 2001-1 (as Issuer) and Bank One, NA, as Backup
Servicer and Trust Collateral Agent.

            SECTION 1.2 SPECIFIC TERMS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

            "AGREEMENT" shall mean this Purchase Agreement and all amendments
hereof and supplements hereto.

            "CLOSING DATE" means April 25, 2001.

            "ISSUER" means AmeriCredit Automobile Receivables Trust 2001-1.

            "OTHER CONVEYED PROPERTY" means all property conveyed by the
Purchaser to the Trust pursuant to Sections 2.1(b),(c),(d),(e),(f) and (h) of
the Sale and Servicing Agreement.

            "OWNER TRUSTEE" means Bankers Trust (Delaware), as Owner Trustee
appointed and acting pursuant to the Trust Agreement.

<PAGE>

            "RECEIVABLES" means the Receivables listed on the Schedules of
Receivables attached hereto.

            "RELATED DOCUMENTS" means the Notes, the Certificate, the Custodian
Agreement, the Sale and Servicing Agreement, the Indenture, the Trust Agreement,
the Lockbox Agreement and the Underwriting Agreement. The Related Documents to
be executed by any party are referred to herein as "such party's Related
Documents," "its Related Documents" or by a similar expression.

            "REPURCHASE EVENT" means the occurrence of a breach of any of
Seller's representations and warranties hereunder or any other event which
requires the repurchase of a Receivable by Seller under the Sale and Servicing
Agreement.

            "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement referred to in Section 1.1 hereof.

            "SCHEDULE OF REPRESENTATIONS" means the Schedule of Representations
and Warranties attached hereto as Schedule B.

            "SCHEDULES OF RECEIVABLES" means the schedule of Receivables sold
and transferred pursuant to this Agreement which is attached hereto as Schedule
A.

            "TRUST COLLATERAL AGENT" means Bank One, NA, as trust collateral
agent and any successor trust collateral agent appointed and acting pursuant to
the Sale and Servicing Agreement.

            "TRUSTEE" means Bank One, NA, as trustee and any successor Trustee
appointed and acting pursuant to the Indenture.

            SECTION 1.3 USAGE OF TERMS. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Sale and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

            SECTION 1.4 [RESERVED].

            SECTION 1.5 NO RECOURSE. Without limiting the obligations of Seller
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of Seller,
or of any predecessor or successor of Seller.

            SECTION 1.6 ACTION BY OR CONSENT OF NOTEHOLDERS AND
CERTIFICATEHOLDER. Whenever any provision of this Agreement refers to action to
be taken, or consented to, by


                                       2
<PAGE>

Noteholders or the Certificateholder, such provision shall be deemed to refer to
the Certificateholder or Noteholder, as the case may be, of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consent given, by Noteholders or the Certificateholder. Solely for the
purposes of any action to be taken, or consented to, by Noteholders or the
Certificateholder, any Note or Certificate registered in the name of the Seller
or any Affiliate thereof shall be deemed not to be outstanding; provided,
however, that, solely for the purpose of determining whether the Trustee or the
Trust Collateral Agent is entitled to rely upon any such action or consent, only
Notes or Certificates which the Owner Trustee, the Trustee or the Trust
Collateral Agent, respectively, knows to be so owned shall be so disregarded.

            SECTION 1.7 [RESERVED].

                                  ARTICLE II.

                          CONVEYANCE OF THE RECEIVABLES
                         AND THE OTHER CONVEYED PROPERTY

            SECTION 2.1 CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED
PROPERTY.

            (a) Subject to the terms and conditions of this Agreement, Seller
      hereby sells, transfers, assigns, and otherwise conveys to Purchaser
      without recourse (but without limitation of its obligations in this
      Agreement), and Purchaser hereby purchases, all right, title and interest
      of Seller in and to the Receivables and the Other Conveyed Property. It is
      the intention of Seller and Purchaser that the transfer and assignment
      contemplated by this Agreement shall constitute a sale of the Receivables
      and the Other Conveyed Property from Seller to Purchaser, conveying good
      title thereto free and clear of any liens, and the beneficial interest in
      and title to the Receivables and the Other Conveyed Property shall not be
      part of Seller's estate in the event of the filing of a bankruptcy
      petition by or against Seller under any bankruptcy or similar law.

            (b) Simultaneously with the conveyance of the Receivables and the
      Other Conveyed Property to Purchaser, Purchaser has paid or caused to be
      paid to or upon the order of Seller, an amount equal to the book value of
      the Receivables, as set forth on the books and records of Seller, a
      portion by wire transfer of immediately available funds and the remainder
      as a contribution to the capital of the Purchaser (a wholly-owned
      subsidiary of Seller).

            SECTION 2.2 [RESERVED].

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

            SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller makes
the following representations and warranties as of the date hereof, on which
Purchaser relies in purchasing the Receivables and the Other Conveyed Property
and in transferring the Receivables


                                       3
<PAGE>

and the Other Conveyed Property to the Issuer under the Sale and Servicing
Agreement. Such representations are made as of the execution and delivery of
this Agreement, but shall survive the sale, transfer and assignment of the
Receivables and the Other Conveyed Property hereunder, and the sale, transfer
and assignment thereof by Purchaser to the Issuer under the Sale and Servicing
Agreement. Seller and Purchaser agree that Purchaser will assign to Issuer all
Purchaser's rights under this Agreement and that the Trustee will thereafter be
entitled to enforce this Agreement against Seller in the Trustee's own name on
behalf of the Noteholders.

            (a) SCHEDULE OF REPRESENTATIONS. The representations and warranties
      set forth on the Schedule of Representations with respect to the
      Receivables as of the date hereof are true and correct.

            (b) ORGANIZATION AND GOOD STANDING. Seller has been duly organized
      and is validly existing as a corporation in good standing under the laws
      of the State of Delaware, with power and authority to own its properties
      and to conduct its business as such properties are currently owned and
      such business is currently conducted, and had at all relevant times, and
      now has, power, authority and legal right to acquire, own and sell the
      Receivables and the Other Conveyed Property to be transferred to
      Purchaser.

            (c) DUE QUALIFICATION. Seller is duly qualified to do business as a
      foreign corporation in good standing, and has obtained all necessary
      licenses and approvals in all jurisdictions in which the ownership or
      lease of its property or the conduct of its business requires such
      qualification.

            (d) POWER AND AUTHORITY. Seller has the power and authority to
      execute and deliver this Agreement and its Related Documents and to carry
      out its terms and their terms, respectively; Seller has full power and
      authority to sell and assign the Receivables and the Other Conveyed
      Property to be sold and assigned to and deposited with Purchaser hereunder
      and has duly authorized such sale and assignment to Purchaser by all
      necessary corporate action; and the execution, delivery and performance of
      this Agreement and Seller's Related Documents have been duly authorized by
      Seller by all necessary corporate action.

            (e) VALID SALE; BINDING OBLIGATIONS. This Agreement and Seller's
      Related Documents have been duly executed and delivered, shall effect a
      valid sale, transfer and assignment of the Receivables and the Other
      Conveyed Property to the Purchaser, enforceable against Seller and
      creditors of and purchasers from Seller; and this Agreement and Seller's
      Related Documents constitute legal, valid and binding obligations of
      Seller enforceable in accordance with their respective terms, except as
      enforceability may be limited by bankruptcy, insolvency, reorganization or
      other similar laws affecting the enforcement of creditors' rights
      generally and by equitable limitations on the availability of specific
      remedies, regardless of whether such enforceability is considered in a
      proceeding in equity or at law.

            (f) NO VIOLATION. The consummation of the transactions contemplated
      by this Agreement and the Related Documents, and the fulfillment of the
      terms of this Agreement and the Related Documents, shall not conflict
      with, result in any breach of


                                       4
<PAGE>

      any of the terms and provisions of, or constitute (with or without notice,
      lapse of time or both) a default under, the articles of incorporation or
      bylaws of Seller, or any indenture, agreement, mortgage, deed of trust or
      other instrument to which Seller is a party or by which it is bound, or
      result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, agreement,
      mortgage, deed of trust or other instrument, other than this Agreement,
      the Sale and Servicing Agreement and the Indenture, or violate any law,
      order, rule or regulation applicable to Seller of any court or of any
      federal or state regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over Seller or any of its
      properties.

            (g) NO PROCEEDINGS. There are no proceedings or investigations
      pending or, to Seller's knowledge, threatened against Seller, before any
      court, regulatory body, administrative agency or other tribunal or
      governmental instrumentality having jurisdiction over Seller or its
      properties (i) asserting the invalidity of this Agreement or any of the
      Related Documents, (ii) seeking to prevent the issuance of the Notes or
      the consummation of any of the transactions contemplated by this Agreement
      or any of the Related Documents, (iii) seeking any determination or ruling
      that might materially and adversely affect the performance by Seller of
      its obligations under, or the validity or enforceability of, this
      Agreement or any of the Related Documents or (iv) seeking to affect
      adversely the federal income tax or other federal, state or local tax
      attributes of, or seeking to impose any excise, franchise, transfer or
      similar tax upon, the transfer and acquisition of the Receivables and the
      Other Conveyed Property hereunder or under the Sale and Servicing
      Agreement.

            (h) TRUE SALE. The Receivables are being transferred with the
      intention of removing them from Seller's estate pursuant to Section 541 of
      the Bankruptcy Code, as the same may be amended from time to time.

            (i) CHIEF EXECUTIVE OFFICE. The chief executive office of Seller is
      located at 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102.

            SECTION 3.2 [RESERVED].

            SECTION 3.3 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
makes the following representations and warranties, on which Seller relies in
selling, assigning, transferring and conveying the Receivables and the Other
Conveyed Property to Purchaser hereunder. Such representations are made as of
the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Receivables and the Other Conveyed Property
hereunder and the sale, transfer and assignment thereof by Purchaser to the
Issuer under the Sale and Servicing Agreement.

            (a) ORGANIZATION AND GOOD STANDING. Purchaser has been duly
      organized and is validly existing and in good standing as a corporation
      under the laws of the State of Nevada, with the power and authority to own
      its properties and to conduct its business as such properties are
      currently owned and such business is currently conducted, and had at all
      relevant times, and has, full power, authority and legal right to acquire
      and own the


                                       5
<PAGE>

      Receivables and the Other Conveyed Property, and to transfer the
      Receivables and the Other Conveyed Property to the Issuer pursuant to the
      Sale and Servicing Agreement.

            (b) DUE QUALIFICATION. Purchaser is duly qualified to do business as
      a foreign corporation in good standing, and has obtained all necessary
      licenses and approvals in all jurisdictions where the failure to do so
      would materially and adversely affect Purchaser's ability to acquire the
      Receivables or the Other Conveyed Property, and to transfer the
      Receivables and the Other Conveyed Property to the Issuer pursuant to the
      Sale and Servicing Agreement, or the validity or enforceability of the
      Receivables and the Other Conveyed Property or to perform Purchaser's
      obligations hereunder and under the Purchaser's Related Documents.

            (c) POWER AND AUTHORITY. Purchaser has the power, authority and
      legal right to execute and deliver this Agreement and to carry out the
      terms hereof and to acquire the Receivables and the Other Conveyed
      Property hereunder; and the execution, delivery and performance of this
      Agreement and all of the documents required pursuant hereto have been duly
      authorized by Purchaser by all necessary action.

            (d) NO CONSENT REQUIRED. Purchaser is not required to obtain the
      consent of any other Person, or any consent, license, approval or
      authorization or registration or declaration with, any governmental
      authority, bureau or agency in connection with the execution, delivery or
      performance of this Agreement and the Related Documents, except for such
      as have been obtained, effected or made.

            (e) BINDING OBLIGATION. This Agreement constitutes a legal, valid
      and binding obligation of Purchaser, enforceable against Purchaser in
      accordance with its terms, subject, as to enforceability, to applicable
      bankruptcy, insolvency, reorganization, conservatorship, receivership,
      liquidation and other similar laws and to general equitable principles.

            (f) NO VIOLATION. The execution, delivery and performance by
      Purchaser of this Agreement, the consummation of the transactions
      contemplated by this Agreement and the Related Documents and the
      fulfillment of the terms of this Agreement and the Related Documents do
      not and will not conflict with, result in any breach of any of the terms
      and provisions of, or constitute (with or without notice or lapse of time)
      a default under, the certificate of incorporation or bylaws of Purchaser,
      or conflict with or breach any of the terms or provisions of, or
      constitute (with or without notice or lapse of time) a default under, any
      indenture, agreement, mortgage, deed of trust or other instrument to which
      Purchaser is a party or by which Purchaser is bound or to which any of its
      properties are subject, or result in the creation or imposition of any
      Lien upon any of its properties pursuant to the terms of any such
      indenture, agreement, mortgage, deed of trust or other instrument (other
      than the Sale and Servicing Agreement), or violate any law, order, rule or
      regulation, applicable to Purchaser or its properties, of any federal or
      state regulatory body, any court, administrative agency, or other
      governmental instrumentality having jurisdiction over Purchaser or any of
      its properties.


                                       6
<PAGE>

            (g) NO PROCEEDINGS. There are no proceedings or investigations
      pending, or, to the knowledge of Purchaser, threatened against Purchaser,
      before any court, regulatory body, administrative agency, or other
      tribunal or governmental instrumentality having jurisdiction over
      Purchaser or its properties: (i) asserting the invalidity of this
      Agreement or any of the Related Documents, (ii) seeking to prevent the
      consummation of any of the transactions contemplated by this Agreement or
      any of the Related Documents, (iii) seeking any determination or ruling
      that might materially and adversely affect the performance by Purchaser of
      its obligations under, or the validity or enforceability of, this
      Agreement or any of the Related Documents or (iv) that may adversely
      affect the federal or state income tax attributes of, or seeking to impose
      any excise, franchise, transfer or similar tax upon, the transfer and
      acquisition of the Receivables and the Other Conveyed Property hereunder
      or the transfer of the Receivables and the Other Conveyed Property to the
      Issuer pursuant to the Sale and Servicing Agreement.

            In the event of any breach of a representation and warranty made by
Purchaser hereunder, Seller covenants and agrees that it will not take any
action to pursue any remedy that it may have hereunder, in law, in equity or
otherwise, until a year and a day have passed since the date on which all Notes,
Certificates, pass-through certificates or other similar securities issued by
Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in
full. Seller and Purchaser agree that damages will not be an adequate remedy for
such breach and that this covenant may be specifically enforced by Purchaser,
Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on
behalf of the Certificateholder.

                                  ARTICLE IV.

                               COVENANTS OF SELLER

            SECTION 4.1 PROTECTION OF TITLE OF PURCHASER.

            (a) At or prior to the Closing Date, Seller shall have filed or
      caused to be filed a UCC-1 financing statement, executed by Seller as
      seller or debtor, naming Purchaser as purchaser or secured party and
      describing the Receivables and the Other Conveyed Property being sold by
      it to Purchaser as collateral, with the office of the Secretary of State
      of the State of Texas and in such other locations as Purchaser shall have
      required. From time to time thereafter, Seller shall execute and file such
      financing statements and cause to be executed and filed such continuation
      statements, all in such manner and in such places as may be required by
      law fully to preserve, maintain and protect the interest of Purchaser
      under this Agreement, of the Issuer under the Sale and Servicing Agreement
      and of the Trust Collateral Agent under the Indenture in the Receivables
      and the Other Conveyed Property and in the proceeds thereof. Seller shall
      deliver (or cause to be delivered) to Purchaser and the Trust Collateral
      Agent file-stamped copies of, or filing receipts for, any document filed
      as provided above, as soon as available following such filing. In the
      event that Seller fails to perform its obligations under this subsection,
      Purchaser, Issuer or the Trust Collateral Agent may do so, at the expense
      of Seller.

            (b) Seller shall not change its name, identity, or corporate
      structure in any manner that would, could or might make any financing
      statement or continuation


                                       7
<PAGE>

      statement filed by Seller (or by Purchaser, Issuer or the Trust Collateral
      Agent on behalf of Seller) in accordance with paragraph (a) above
      seriously misleading within the meaning ofss. 9-402(7) of the UCC, unless
      they shall have given Purchaser, Issuer and the Trust Collateral Agent at
      least 60 days' prior written notice thereof, and shall promptly file
      appropriate amendments to all previously filed financing statements and
      continuation statements.

            (c) Seller shall give Purchaser, the Issuer and the Trust Collateral
      Agent at least 60 days' prior written notice of any relocation of their
      principal executive offices, if as a result of such relocation, the
      applicable provisions of the UCC would require the filing of any amendment
      of any previously filed financing or continuation statement or of any new
      financing statement. Seller shall at all times maintain each office from
      which it services Receivables and its principal executive office within
      the United States of America.

            (d) Prior to the Closing Date, Seller has maintained accounts and
      records as to each Receivable accurately and in sufficient detail to
      permit (i) the reader thereof to know at any time as of or prior to the
      Closing Date the status of such Receivable, including payments and
      recoveries made and payments owing (and the nature of each) and (ii)
      reconciliation between payments or recoveries on (or with respect to) each
      Receivable and the Principal Balance as of the Closing Date. Seller shall
      maintain its computer systems so that, from and after the time of sale
      under this Agreement of the Receivables to Purchaser, and the conveyance
      of the Receivables by Purchaser to the Issuer, Seller's master computer
      records (including archives) that shall refer to a Receivable indicate
      clearly that such Receivable has been sold to Purchaser and has been
      conveyed by Purchaser to the Issuer. Indication of the Issuer's ownership
      of a Receivable shall be deleted from or modified on Seller's computer
      systems when, and only when, the Receivable shall become a Purchased
      Receivable or shall have been paid in full.

            (e) If at any time Seller shall propose to sell, grant a security
      interest in, or otherwise transfer any interest in any motor vehicle
      receivables to any prospective purchaser, lender or other transferee,
      Seller shall give to such prospective purchaser, lender, or other
      transferee computer tapes, records, or print-outs (including any restored
      from archives) that, if they shall refer in any manner whatsoever to any
      Receivable (other than a Purchased Receivable), shall indicate clearly
      that such Receivable has been sold to Purchaser, sold by Purchaser to
      Issuer, and is owned by the Issuer.

            SECTION 4.2 OTHER LIENS OR INTERESTS. Except for the conveyances
hereunder, Seller will not sell, pledge, assign or transfer to any other Person,
or grant, create, incur, assume or suffer to exist any Lien on the Receivables
or the Other Conveyed Property or any interest therein, and Seller shall defend
the right, title, and interest of Purchaser and the Issuer in and to the
Receivables and the Other Conveyed Property against all claims of third parties
claiming through or under Seller.

            SECTION 4.3 COSTS AND EXPENSES. Seller shall pay all reasonable
costs and disbursements in connection with the performance of its obligations
hereunder and under its Related Documents.


                                       8
<PAGE>

            SECTION 4.4 INDEMNIFICATION.

            (a) Seller shall defend, indemnify and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any and all costs, expenses, losses, damages, claims, and liabilities,
      arising out of or resulting from any breach of any of Seller's
      representations and warranties contained herein.

            (b) Seller shall defend, indemnify and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any and all costs, expenses, losses, damages, claims, and liabilities,
      arising out of or resulting from the use, ownership or operation by Seller
      or any affiliate thereof of a Financed Vehicle.

            (c) Seller shall defend, indemnify and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any and all costs, expenses, losses, damages, claims and liabilities
      arising out of or resulting from any action taken, or failed to be taken,
      by it in respect of any portion of the Receivables other than in
      accordance with this Agreement or the Sale and Servicing Agreement.

            (d) Seller agrees to pay, and shall defend, indemnify and hold
      harmless Purchaser, the Issuer, the Trust Collateral Agent, the Trustee,
      the Backup Servicer, the Owner Trustee, the Noteholders and the
      Certificateholder from and against any taxes that may at any time be
      asserted against Purchaser, the Issuer, the Trust Collateral Agent, the
      Trustee, the Backup Servicer, the Owner Trustee, the Noteholders and the
      Certificateholder with respect to the transactions contemplated in this
      Agreement, including, without limitation, any sales, gross receipts,
      general corporation, tangible or intangible personal property, privilege,
      or license taxes (but not including any taxes asserted with respect to,
      and as of the date of, the sale, transfer and assignment of the
      Receivables and the Other Conveyed Property to Purchaser and by Purchaser
      to the Issuer or the issuance and original sale of the Notes or issuance
      of the Certificate, or asserted with respect to ownership of the
      Receivables and Other Conveyed Property which shall be indemnified by
      Seller pursuant to clause (e) below, or federal, state or other income
      taxes, arising out of distributions on the Notes or the Certificate or
      transfer taxes arising in connection with the transfer of the Notes or the
      Certificate) and costs and expenses in defending against the same, arising
      by reason of the acts to be performed by Seller under this Agreement or
      imposed against such Persons.

            (e) Seller agrees to pay, and to indemnify, defend and hold harmless
      Purchaser, the Issuer, the Trust Collateral Agent, the Trustee, the Backup
      Servicer, the Owner Trustee, the Noteholders and the Certificateholder
      from, any taxes which may at any time be asserted against such Persons
      with respect to, and as of the date of, the conveyance or ownership of the
      Receivables or the Other Conveyed Property hereunder and the conveyance or
      ownership of the Receivables under the Sale and Servicing Agreement or the
      issuance and original sale of the Notes or the issuance of the
      Certificate, including, without limitation, any sales, gross receipts,
      personal property,


                                       9
<PAGE>

      tangible or intangible personal property, privilege or license taxes (but
      not including any federal or other income taxes, including franchise
      taxes, arising out of the transactions contemplated hereby or transfer
      taxes arising in connection with the transfer of the Notes or the
      Certificate) and costs and expenses in defending against the same, arising
      by reason of the acts to be performed by Seller under this Agreement or
      imposed against such Persons.

            (f) Seller shall defend, indemnify, and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any and all costs, expenses, losses, claims, damages, and liabilities to
      the extent that such cost, expense, loss, claim, damage, or liability
      arose out of, or was imposed upon Purchaser, the Issuer, the Trust
      Collateral Agent, the Trustee, the Backup Servicer, the Owner Trustee, the
      Noteholders or the Certificateholder through the negligence, willful
      misfeasance, or bad faith of Seller in the performance of its duties under
      this Agreement or by reason of reckless disregard of Seller's obligations
      and duties under this Agreement.

            (g) Seller shall indemnify, defend and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any loss, liability or expense incurred by reason of the violation by
      Seller of federal or state securities laws in connection with the
      registration or the sale of the Notes.

            (h) Seller shall indemnify, defend and hold harmless Purchaser, the
      Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the
      Owner Trustee, the Noteholders and the Certificateholder from and against
      any loss, liability or expense imposed upon, or incurred by, Purchaser,
      the Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer,
      the Owner Trustee, the Noteholders or the Certificateholder as result of
      the failure of any Receivable, or the sale of the related Financed
      Vehicle, to comply with all requirements of applicable law.

            (i) Seller shall defend, indemnify, and hold harmless Purchaser from
      and against all costs, expenses, losses, claims, damages, and liabilities
      arising out of or incurred in connection with the acceptance or
      performance of Seller's trusts and duties as Servicer under the Sale and
      Servicing Agreement, except to the extent that such cost, expense, loss,
      claim, damage, or liability shall be due to the willful misfeasance, bad
      faith, or negligence (except for errors in judgment) of Purchaser.

            (j) Seller shall indemnify the Owner Trustee and its officers,
      directors, successors, assigns, agents and servants jointly and severally
      with the Purchaser pursuant to Section 7.2 of the Trust Agreement.

            Indemnification under this Section 4.4 shall include reasonable fees
and expenses of counsel and expenses of litigation and shall survive payment of
the Notes and the Certificate. The indemnity obligations hereunder shall be in
addition to any obligation that Seller may otherwise have.


                                       10
<PAGE>

                                   ARTICLE V.

                                   REPURCHASES

            SECTION 5.1 REPURCHASE OF RECEIVABLES UPON BREACH OF WARRANTY. Upon
the occurrence of a Repurchase Event, Seller shall, unless the breach which is
the subject of such Repurchase Event shall have been cured in all material
respects, repurchase the Receivable relating thereto from the Issuer and,
simultaneously with the repurchase of the Receivable, Seller shall deposit the
Purchase Amount in full, without deduction or offset, to the Collection Account,
pursuant to Section 3.2 of the Sale and Servicing Agreement. It is understood
and agreed that, except as set forth in Section 6.1 hereof, the obligation of
Seller to repurchase any Receivable, as to which a breach occurred and is
continuing, shall, if such obligation is fulfilled, constitute the sole remedy
against Seller for such breach available to Purchaser, the Issuer, the Backup
Servicer, the Noteholders, the Certificateholder, the Trust Collateral Agent on
behalf of the Noteholders or the Owner Trustee on behalf of the
Certificateholder. The provisions of this Section 5.1 are intended to grant the
Issuer and the Trust Collateral Agent a direct right against Seller to demand
performance hereunder, and in connection therewith, Seller waives any
requirement of prior demand against Purchaser with respect to such repurchase
obligation. Any such repurchase shall take place in the manner specified in
Section 3.2 of the Sale and Servicing Agreement. Notwithstanding any other
provision of this Agreement or the Sale and Servicing Agreement to the contrary,
the obligation of Seller under this Section shall not terminate upon a
termination of Seller as Servicer under the Sale and Servicing Agreement and
shall be performed in accordance with the terms hereof notwithstanding the
failure of the Servicer or Purchaser to perform any of their respective
obligations with respect to such Receivable under the Sale and Servicing
Agreement.

            In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by Seller, Seller shall indemnify the
Issuer, the Trust Collateral Agent, the Trustee, the Backup Servicer, the Owner
Trustee, the Noteholders and the Certificateholder from and against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel, which may be asserted against or incurred by any of them as
a result of third party claims arising out of the events or facts giving rise to
such Repurchase Events.

            SECTION 5.2 REASSIGNMENT OF PURCHASED RECEIVABLES. Upon deposit in
the Collection Account of the Purchase Amount of any Receivable repurchased by
Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps
as may be reasonably requested by Seller in order to assign to Seller all of
Purchaser's and the Issuer's right, title and interest in and to such Receivable
and all security and documents and all Other Conveyed Property conveyed to
Purchaser and the Issuer directly relating thereto, without recourse,
representation or warranty, except as to the absence of Liens created by or
arising as a result of actions of Purchaser or the Issuer. Such assignment shall
be a sale and assignment outright, and not for security. If, following the
reassignment of a Purchased Receivable, in any enforcement suit or legal
proceeding, it is held that Seller may not enforce any such Receivable on the
ground that it shall not be a real party in interest or a holder entitled to
enforce the Receivable, Purchaser and the Issuer shall, at the expense of
Seller, take such steps as Seller deems reasonably necessary to enforce the
Receivable, including bringing suit in Purchaser's or in the Issuer's name.


                                       11
<PAGE>

            SECTION 5.3 WAIVERS. No failure or delay on the part of Purchaser,
or the Issuer as assignee of Purchaser, in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other or future
exercise thereof or the exercise of any other power, right or remedy.

                                  ARTICLE VI.

                                  MISCELLANEOUS

            SECTION 6.1 LIABILITY OF SELLER. Seller shall be liable in
accordance herewith only to the extent of the obligations in this Agreement
specifically undertaken by Seller and the representations and warranties of
Seller.

            SECTION 6.2 MERGER OR CONSOLIDATION OF SELLER OR PURCHASER. Any
corporation or other entity (i) into which Seller or Purchaser may be merged or
consolidated, (ii) resulting from any merger or consolidation to which Seller or
Purchaser is a party or (iii) succeeding to the business of Seller or Purchaser,
in the case of Purchaser, which corporation has a certificate of incorporation
containing provisions relating to limitations on business and other matters
substantively identical to those contained in Purchaser's certificate of
incorporation, provided that in any of the foregoing cases such corporation
shall execute an agreement of assumption to perform every obligation of Seller
or Purchaser, as the case may be, under this Agreement and, whether or not such
assumption agreement is executed, shall be the successor to Seller or Purchaser,
as the case may be, hereunder (without relieving Seller or Purchaser of their
responsibilities hereunder, if it survives such merger or consolidation) without
the execution or filing of any document or any further action by any of the
parties to this Agreement. Seller or Purchaser shall promptly inform the other
party, the Issuer, the Trust Collateral Agent and the Owner Trustee of such
merger, consolidation or purchase and assumption. Notwithstanding the foregoing,
as a condition to the consummation of the transactions referred to in clauses
(i), (ii) and (iii) above, (x) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.1 and 3.2
of this Agreement shall have been breached (for purposes hereof, such
representations and warranties shall speak as of the date of the consummation of
such transaction), (y) Seller or Purchaser, as applicable, shall have delivered
written notice of such consolidation, merger or purchase and assumption to the
Rating Agencies prior to the consummation of such transaction and shall have
delivered to the Issuer and the Trust Collateral Agent an Officer's Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section 6.2 and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, and (z) Seller or Purchaser, as
applicable, shall have delivered to the Issuer and the Trust Collateral Agent an
Opinion of Counsel, stating, in the opinion of such counsel, either (A) all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary to preserve and protect the interest
of the Issuer and the Trust Collateral Agent in the Receivables and reciting the
details of the filings or (B) no such action shall be necessary to preserve and
protect such interest.

            SECTION 6.3 LIMITATION ON LIABILITY OF SELLER AND OTHERS. Seller and
any director, officer, employee or agent thereof may rely in good faith on the
advice of counsel or on


                                       12
<PAGE>

any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising under this Agreement. Seller shall not be
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its obligations under this Agreement or its Related Documents
and that in its opinion may involve it in any expense or liability.

            SECTION 6.4 SELLER MAY OWN NOTES OR THE CERTIFICATE. Subject to the
provisions of the Sale and Servicing Agreement, Seller and any Affiliate of
Seller may in their individual or any other capacity become the owner or pledgee
of Notes or the Certificate with the same rights as they would have if they were
not Seller or an Affiliate thereof.

            SECTION 6.5 AMENDMENT.

            (a) This Agreement may be amended by Seller and Purchaser without
      the consent of the Trust Collateral Agent, the Owner Trustee, the
      Certificateholder or any of the Noteholders (i) to cure any ambiguity or
      (ii) to correct any provisions in this Agreement; provided, however, that
      such action shall not, as evidenced by an Opinion of Counsel delivered to
      the Issuer, the Owner Trustee and the Trust Collateral Agent, adversely
      affect in any material respect the interests of any Certificateholder or
      Noteholder.

            (b) This Agreement may also be amended from time to time by Seller
      and Purchaser with the consent of the Trust Collateral Agent and, if
      required, the Certificateholder and the Noteholders, in accordance with
      the Sale and Servicing Agreement, for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this
      Agreement, or of modifying in any manner the rights of the
      Certificateholder or Noteholders; PROVIDED, HOWEVER, the Seller provides
      the Trust Collateral Agent with an Opinion of Counsel, (which may be
      provided by the Seller's internal counsel) that no such amendment shall
      increase or reduce in any manner the amount of, or accelerate or delay the
      timing of, collections of payments on Receivables or distributions that
      shall be required to be made on any Note or Certificate.

            (c) Prior to the execution of any such amendment or consent, Seller
      shall have furnished written notification of the substance of such
      amendment or consent to each Rating Agency.

            (d) It shall not be necessary for the consent of Certificateholder
      or Noteholders pursuant to this Section to approve the particular form of
      any proposed amendment or consent, but it shall be sufficient if such
      consent shall approve the substance thereof. The manner of obtaining such
      consents and of evidencing the authorization of the execution thereof by
      Certificateholder or Noteholders shall be subject to such reasonable
      requirements as the Trust Collateral Agent may prescribe, including the
      establishment of record dates. The consent of a Holder of a Certificate or
      a Note given pursuant to this Section or pursuant to any other provision
      of this Agreement shall be conclusive and binding on such Holder and on
      all future Holders of such Certificate or Note and of any Certificate or
      Note issued upon the transfer thereof or in exchange thereof or in lieu
      thereof whether or not notation of such consent is made upon the
      Certificate or Note.


                                       13
<PAGE>

            SECTION 6.6 NOTICES. All demands, notices and communications to
Seller or Purchaser hereunder shall be in writing, personally delivered, or sent
by telecopier (subsequently confirmed in writing), reputable overnight courier
or mailed by certified mail, return receipt requested, and shall be deemed to
have been given upon receipt (a) in the case of Seller, to AmeriCredit Financial
Services, Inc., 801 Cherry Street, Suite 3900, Fort Worth, Texas 76102,
Attention: Chief Financial Officer, or (b) in the case of Purchaser, to AFS
SenSub Corp., 639 Isbell Rd., Suite 390, Reno, Nevada 85909, Attention: Chief
Financial Officer, or such other address as shall be designated by a party in a
written notice delivered to the other party or to the Issuer, Owner Trustee or
the Trust Collateral Agent, as applicable.

            SECTION 6.7 MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement and Related Documents set forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement and the
Related Documents. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.

            SECTION 6.8 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

            SECTION 6.9 INTENTION OF THE PARTIES. The execution and delivery of
this Agreement shall constitute an acknowledgment by Seller and Purchaser that
they intend that the assignment and transfer herein contemplated constitute a
sale and assignment outright, and not for security, of the Receivables and the
Other Conveyed Property, conveying good title thereto free and clear of any
Liens, from Seller to Purchaser, and that the Receivables and the Other Conveyed
Property shall not be a part of Seller's estate in the event of the bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, or the
occurrence of another similar event, of, or with respect to Seller. In the event
that such conveyance is determined to be made as security for a loan made by
Purchaser, the Issuer, the Noteholders or the Certificateholder to Seller, the
parties intend that Seller shall have granted to Purchaser a security interest
in all of Seller's right, title and interest in and to the Receivables and the
Other Conveyed Property conveyed pursuant to Section 2.1 hereof, and that this
Agreement shall constitute a security agreement under applicable law.

            SECTION 6.10 GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to the
principles of conflicts of laws thereof and the obligations, rights and remedies
of the parties under this Agreement shall be determined in accordance with such
laws.

            SECTION 6.11 COUNTERPARTS. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.


                                       14
<PAGE>

            SECTION 6.12 CONVEYANCE OF THE RECEIVABLES AND THE OTHER CONVEYED
PROPERTY TO THE ISSUER. Seller acknowledges that Purchaser intends, pursuant to
the Sale and Servicing Agreement, to convey the Receivables and the Other
Conveyed Property, together with its rights under this Agreement, to the Issuer
on the date hereof. Seller acknowledges and consents to such conveyance and
pledge and waives any further notice thereof and covenants and agrees that the
representations and warranties of Seller contained in this Agreement and the
rights of Purchaser hereunder are intended to benefit the Issuer, the Owner
Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.
In furtherance of the foregoing, Seller covenants and agrees to perform its
duties and obligations hereunder, in accordance with the terms hereof for the
benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the
Noteholders and the Certificateholder and that, notwithstanding anything to the
contrary in this Agreement, Seller shall be directly liable to the Issuer, the
Owner Trustee, the Trust Collateral Agent, the Noteholders and the
Certificateholder (notwithstanding any failure by the Servicer, the Backup
Servicer or the Purchaser to perform their respective duties and obligations
hereunder or under Related Documents) and that the Trust Collateral Agent may
enforce the duties and obligations of Seller under this Agreement against Seller
for the benefit of the Owner Trustee, the Trust Collateral Agent, the
Noteholders and the Certificateholder.

            SECTION 6.13 NONPETITION COVENANT. Neither Purchaser nor Seller
shall petition or otherwise invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the
Purchaser or the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Purchaser or the Issuer or any
substantial part of their respective property, or ordering the winding up or
liquidation of the affairs of the Purchaser or the Issuer.



                                       15
<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Purchase Agreement
to be duly executed by their respective officers as of the day and year first
above written.

                                    AFS SENSUB CORP., as Purchaser


                                    By /s/ Julie Borge
                                      ------------------------------------------
                                       Name:  Julie Borge
                                       Title: Vice President, Structured Finance



                                    AMERICREDIT FINANCIAL SERVICES,
                                       INC., as Seller


                                    By /s/ Preston A. Miller
                                      ------------------------------------------
                                       Name:  Preston A. Miller
                                       Title: Executive Vice President and
                                              Treasurer



Accepted:

BANK ONE, NA,
as Trustee and Trust Collateral Agent


By /s/ John J. Rothrock
  ----------------------------
   Name:  John J. Rothrock
   Title: Authorized Signer







                              [Purchase Agreement]





<PAGE>


                                   SCHEDULE A

                             SCHEDULE OF RECEIVABLES













<PAGE>

                                   SCHEDULE B

                        REPRESENTATIONS AND WARRANTIES OF

              AMERICREDIT FINANCIAL SERVICES, INC. ("AMERICREDIT")

      1. CHARACTERISTICS OF RECEIVABLES. Each Receivable (A) was originated (i)
by AmeriCredit, (ii) by a Dealer and purchased by AmeriCredit from such Dealer
under an existing Dealer Agreement or pursuant to a Dealer Assignment with
AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a
Dealer Assignment or (iii) by a Third-Party Lender and purchased by AmeriCredit
from such Third-Party Lender under an existing Auto Loan Purchase and Sale
Agreement or pursuant to a Third-Party Lender Assignment with AmeriCredit and
was validly assigned by such Third-Party Lender to AmeriCredit pursuant to a
Third-Party Lender Assignment (B) was originated by AmeriCredit, such Dealer or
such Third-Party Lender for the retail sale of a Financed Vehicle in the
ordinary course of AmeriCredit's, the Dealer's or the Third-Party Lender's
business, in each case was originated in accordance with AmeriCredit's credit
policies and was fully and properly executed by the parties thereto, and
AmeriCredit, each Dealer and each Third-Party Lender had all necessary licenses
and permits to originate Receivables in the state where AmeriCredit, each such
Dealer or each such Third-Party Lender was located, (C) contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for realization against the collateral security, (D) is a
Receivable which provides for level monthly payments (provided that the period
in the first Collection Period and the payment in the final Collection Period of
the Receivable may be minimally different from the normal period and level
payment) which, if made when due, shall fully amortize the Amount Financed over
the original term and (E) has not been amended or collections with respect to
which waived, other than as evidenced in the Receivable File relating thereto.

      2. NO FRAUD OR MISREPRESENTATION. Each Receivable was originated (i) by
AmeriCredit, (ii) by a Dealer and was sold by the Dealer to AmeriCredit, or
(iii) by a Third-Party Lender and was sold by the Third-Party Lender to
AmeriCredit, and was sold by AmeriCredit to AFS SenSub Corp. ("AFS SenSub")
without any fraud or misrepresentation on the part of such Dealer or Third-Party
Lender in any case.

      3. COMPLIANCE WITH LAW. All requirements of applicable federal, state and
local laws, and regulations thereunder (including, without limitation, usury
laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the Moss-Magnuson Warranty Act,
the Federal Reserve Board's Regulations "B" and "Z" (including amendments to the
Federal Reserve's Official Staff Commentary to Regulation Z, effective October
1, 1998, concerning negative equity loans), the Soldiers' and Sailors' Civil
Relief Act of 1940, each applicable state Motor Vehicle Retail Installment Sales
Act, and state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit laws and equal credit opportunity
and disclosure laws) in respect of the Receivables and the Financed Vehicles,
have been complied with in all material respects, and each Receivable and the
sale of the Financed Vehicle evidenced by each Receivable complied at the time
it was


                                        1
<PAGE>

originated or made and now complies in all material respects with all
applicable legal requirements.

4.    ORIGINATION.  Each Receivable was originated in the United States.

      5. BINDING OBLIGATION. Each Receivable represents the genuine, legal,
valid and binding payment obligation of the Obligor thereon, enforceable by the
holder thereof in accordance with its terms, except (A) as enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law and (B) as such Receivable may be
modified by the application after the Cutoff Date of the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended; and all parties to each Receivable had
full legal capacity to execute and deliver such Receivable and all other
documents related thereto and to grant the security interest purported to be
granted thereby.

      6. NO GOVERNMENT OBLIGOR. No Obligor is the United States of America or
any State or any agency, department, subdivision or instrumentality thereof.

      7. OBLIGOR BANKRUPTCY. At the related Cutoff Date no Obligor had been
identified on the records of AmeriCredit as being the subject of a current
bankruptcy proceeding.

      8. SCHEDULES OF RECEIVABLES. The information set forth in the Schedules of
Receivables has been produced from the Electronic Ledger and was true and
correct in all material respects as of the close of business on the related
Cutoff Date.

      9. MARKING RECORDS. By the Closing Date, AmeriCredit will have caused the
portions of the Electronic Ledger relating to the Receivables to be clearly and
unambiguously marked to show that the Receivables have been sold to AFS SenSub
by AmeriCredit and resold by AFS SenSub to the Trust in accordance with the
terms of the Sale and Servicing Agreement.

      10. COMPUTER TAPE. The Computer Tape made available by AmeriCredit to AFS
SenSub and to the Trust on the Closing Date was complete and accurate as of the
Cutoff Date and includes a description of the same Receivables that are
described in the Schedule of Receivables.

      11. ADVERSE SELECTION. No selection procedures adverse to the Noteholders
were utilized in selecting the Receivables from those receivables owned by
AmeriCredit which met the selection criteria contained in the Sale and Servicing
Agreement.

      12. CHATTEL PAPER. The Receivables constitute chattel paper within the
meaning of the UCC as in effect in the States of Texas and New York.

      13. ONE ORIGINAL. There is only one original executed copy of each
Receivable.

      14. RECEIVABLE FILES COMPLETE. There exists a Receivable File pertaining
to each Receivable and such Receivable File contains (a) a fully executed
original of the Receivable, (b) the original executed credit application, or a
paper or electronic copy thereof and (c) the original


                                       2
<PAGE>

Lien Certificate or application therefor. Each of such documents which is
required to be signed by the Obligor has been signed by the Obligor in the
appropriate spaces. All blanks on any form have been properly filled in and each
form has otherwise been correctly prepared. The complete Receivable File for
each Receivable currently is in the possession of the Custodian.

      15. RECEIVABLES IN FORCE. No Receivable has been satisfied, subordinated
or rescinded, and the Financed Vehicle securing each such Receivable has not
been released from the lien of the related Receivable in whole or in part. No
terms of any Receivable have been waived, altered or modified in any respect
since its origination, except by instruments or documents identified in the
Receivable File. No Receivable has been modified as a result of application of
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.

      16. LAWFUL ASSIGNMENT. No Receivable was originated in, or is subject to
the laws of, any jurisdiction the laws of which would make unlawful, void or
voidable the sale, transfer and assignment of such Receivable under this
Agreement or pursuant to transfers of the Notes.

      17. GOOD TITLE. Immediately prior to the conveyance of the Receivables to
AFS SenSub pursuant to this Agreement, AmeriCredit was the sole owner thereof
and had good and indefeasible title thereto, free of any Lien and, upon
execution and delivery of this Agreement by AmeriCredit, AFS SenSub shall have
good and indefeasible title to and will be the sole owner of such Receivables,
free of any Lien. No Dealer or Third-Party Lender has a participation in, or
other right to receive, proceeds of any Receivable. AmeriCredit has not taken
any action to convey any right to any Person that would result in such Person
having a right to payments received under the related Insurance Policies or the
related Dealer Agreements, Auto Loan Purchase and Sale Agreements, Dealer
Assignments, or Third-Party Lender Assignments or to payments due under such
Receivables.

      18. SECURITY INTEREST IN FINANCED VEHICLE. Each Receivable created or
shall create a valid, binding and enforceable first priority security interest
in favor of AmeriCredit in the Financed Vehicle. The Lien Certificate and
original certificate of title for each Financed Vehicle 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 and will show AmeriCredit 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 as first lienholder has been applied
for and AmeriCredit's security interest has been validly assigned by AmeriCredit
to AFS SenSub pursuant to this Agreement. Immediately after the sale, transfer
and assignment thereof by AmeriCredit to AFS SenSub, each Receivable will be
secured by an enforceable and perfected first priority security interest in the
Financed Vehicle in favor of AFS SenSub 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.


                                       3
<PAGE>

      19. ALL FILINGS MADE. All filings (including, without limitation, UCC
filings) required to be made by any Person and actions required to be taken or
performed by any Person in any jurisdiction to give AFS SenSub a first priority
perfected lien on, or ownership interest in, the Receivables and the proceeds
thereof and the Other Conveyed Property have been made, taken or performed.

      20. NO IMPAIRMENT. AmeriCredit has not done anything to convey any right
to any Person that would result in such Person having a right to payments due
under the Receivable or otherwise to impair the rights of the Trust, the
Trustee, the Trust Collateral Agent and the Noteholders in any Receivable or the
proceeds thereof.

      21. RECEIVABLE NOT ASSUMABLE. No Receivable is assumable by another Person
in a manner which would release the Obligor thereof from such Obligor's
obligations to AmeriCredit with respect to such Receivable.

      22. NO DEFENSES. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense and no such right has been asserted or
threatened with respect to any Receivable.

      23. NO DEFAULT. There has been no default, breach, violation or event
permitting acceleration under the terms of any Receivable (other than payment
delinquencies of not more than 30 days), and no condition exists or event has
occurred and is continuing that with notice, the lapse of time or both would
constitute a default, breach, violation or event permitting acceleration under
the terms of any Receivable, and there has been no waiver of any of the
foregoing. As of the Cutoff Date no Financed Vehicle had been repossessed.

      24. INSURANCE. At the time of origination of a Receivable by AmeriCredit
or a purchase of a Receivable by AmeriCredit from a Dealer or Third-Party
Lender, each Financed Vehicle is required to be covered by a comprehensive and
collision insurance policy (i) in an amount at least equal to the lesser of (a)
its maximum insurable value or (b) the principal amount due from the Obligor
under the related Receivable, (ii) naming AmeriCredit as loss payee and (iii)
insuring against loss and damage due to fire, theft, transportation, collision
and other risks generally covered by comprehensive and collision coverage. Each
Receivable requires the Obligor to maintain physical loss and damage insurance,
naming AmeriCredit and its successors and assigns as additional insured parties,
and each Receivable permits the holder thereof to obtain physical loss and
damage insurance at the expense of the Obligor if the Obligor fails to do so. No
Financed Vehicle is insured under a policy of Force-Placed Insurance on the
Cutoff Date.

      25. PAST DUE. At the Cutoff Date no Receivable was more than 30 days past
due.

      26. REMAINING PRINCIPAL BALANCE. At the Cutoff Date the Principal Balance
of each Receivable set forth in the Schedules of Receivables is true and
accurate in all material respects.

      27. CERTAIN CHARACTERISTICS OF RECEIVABLES. (A) Each Receivable had a
remaining maturity, as of the Cutoff Date, of not more than 72 months; (B) each
Receivable had an original maturity of not more than 72 months; (C) not more
than 30% of Receivables (calculated by Aggregate Principal Balance) shall have
an original term to maturity of 72 months; (D) each Receivable had a remaining
Principal Balance as of the Cutoff Date of at least $250 and not


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<PAGE>

more than $60,000; (E) each Receivable had an Annual Percentage Rate of at least
8% and not more than 33%; (F) no Receivable was more than 30 days past due as of
the Cutoff Date and (G) no funds had been advanced by AmeriCredit, any Dealer,
any Third-Party Lender, or anyone acting on behalf of any of them in order to
cause any Receivable to qualify under clause (H) above.




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</TEXT>
</DOCUMENT>
