AFS SenSub Corp. Sample Contracts

AFS SenSub Corp. – To the addressees listed on Schedule I hereto Re: GM Financial Consumer Automobile Receivables Trust 2019-1 – Enforceability Opinion Ladies and Gentlemen: (January 16th, 2019)

We have acted as special counsel to AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation (“GM Financial”) and AFS SenSub Corp. (“AFS SenSub”), a Nevada corporation and a wholly-owned subsidiary of GM Financial, and GM Financial Consumer Automobile Receivables Trust 2019-1 (the “Issuer”) as to certain matters in connection with the issuance of the $228,000,000 Class A-1 2.74983% Asset Backed Notes (the “Class A-1 Notes”), $440,000,000 Class A-2-A 2.99% Asset Backed Notes (the “Class A-2-A Notes”), $426,000,000 Class A-3 2.97% Asset Backed Notes (the “Class A-3 Notes”), $100,800,000 Class A-4 3.11% Asset Backed Notes (the “Class A-4 Notes”), $20,300,000 Class B 3.37% Asset Backed Notes (the “Class B Notes”), $19,040,000 Class C 3.52% Asset Backed Notes (the “Class C Notes”) and $15,850,000 Class D 0.00% Asset Backed Notes (the “Class D Notes” and collectively with the Publicly Offered Notes, the “Notes”) and an Asset Backed Certificate (the “Certificate” and to

AFS SenSub Corp. – January 16, 2019 (January 16th, 2019)

We have acted as tax counsel to AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation (“GM Financial”), AFS SenSub Corp., a Nevada corporation (“AFS SenSub”) and GM Financial Consumer Automobile Receivables Trust 2019-1 (the “Issuer”), as to certain matters in connection with the issuance of the $228,000,000 Class A-1 2.74983% Asset Backed Notes (the “Class A-1 Notes”), $440,000,000 Class A-2-A 2.99% Asset Backed Notes (the “Class A-2-A Notes”), $426,000,000 Class A-3 2.97% Asset Backed Notes (the “Class A-3 Notes”), $100,800,000 Class A-4 3.11% Asset Backed Notes (the “Class A-4 Notes”), $20,300,000 Class B 3.37% Asset Backed Notes (the “Class B Notes”), $19,040,000 Class C 3.52% Asset Backed Notes (the “Class C Notes” and collectively with the Class A-1 Notes, the Class A-2-A Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Publicly Offered Notes”) and $15,850,000 Class D 0.00% Asset Backed Notes (the “Class D Notes” and collective

AFS SenSub Corp. – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1 Class A-1 2.74983% Asset Backed Notes Class A-2-A 2.99% Asset Backed Notes Class A-3 2.97% Asset Backed Notes Class A-4 3.11% Asset Backed Notes Class B 3.37% Asset Backed Notes Class C 3.52% Asset Backed Notes Class D 0.00% Asset Backed Notes INDENTURE Dated as of January 16, 2019 (January 10th, 2019)

INDENTURE, dated as of January 16, 2019, between GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, a Delaware statutory trust (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and Trust Collateral Agent (in such capacity, the “Trust Collateral Agent”).

AFS SenSub Corp. – SALE AND SERVICING AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, Issuer, AFS SENSUB CORP., Seller, GM FINANCIAL, Servicer, and THE BANK OF NEW YORK MELLON, Trust Collateral Agent Dated as of January 16, 2019 (January 10th, 2019)

SALE AND SERVICING AGREEMENT, dated as of January 16, 2019, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (the “Servicer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Trust Collateral Agent.

AFS SenSub Corp. – ASSET REPRESENTATIONS REVIEW AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of January 16, 2019 (January 10th, 2019)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of January 16, 2019 (this “Agreement”), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (“GM Financial”), in its capacity as Servicer (in such capacity, the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AFS SenSub Corp. – AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and (January 10th, 2019)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 16, 2019, 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 November 20, 2018, between the Seller and the Owner Trustee.

AFS SenSub Corp. – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1 $1,234,140,000 AUTOMOBILE RECEIVABLES BACKED NOTES UNDERWRITING AGREEMENT (January 10th, 2019)
AFS SenSub Corp. – PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and GM FINANCIAL Seller Dated as of January 16, 2019 (January 10th, 2019)

THIS PURCHASE AGREEMENT, dated as of January 16, 2019, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation, as Seller (“Seller”).

AFS SenSub Corp. – Certification (January 10th, 2019)
AFS SenSub Corp. – TRUST AGREEMENT (November 30th, 2018)

TRUST AGREEMENT, dated as of                     , 20            , between AFS SenSub Corp. (the “Company”) and [Owner Trustee], a                     , not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”). The Company and the Owner Trustee hereby agree as follows:

AFS SenSub Corp. – AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20 - Class A-1 % Asset Backed Notes Class A-2[-A] % Asset Backed Notes [Class A-2-B Floating Rate Asset Backed Notes Class A-3 % Asset Backed Notes Class B % Asset Backed Notes Class C % Asset Backed Notes Class D % Asset Backed Notes Class E % Asset Backed Notes INDENTURE Dated as of , 20 [TRUSTEE AND TRUST COLLATERAL AGENT], as Trustee and Trust Collateral Agent (November 30th, 2018)

INDENTURE dated as of             , 20    , between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20        -    , a Delaware statutory trust (the “Issuer”), and [TRUSTEE AND TRUST COLLATERAL AGENT], a [entity type], as trustee (the “Trustee”) and Trust Collateral Agent (as defined below).

AFS SenSub Corp. – AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and [OWNER TRUSTEE] Owner Trustee Dated as of , 20 (November 30th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of                 , 20     between AFS SENSUB CORP., a Nevada corporation, as depositor (the “Seller”), and [OWNER TRUSTEE], a [entity type], as Owner Trustee, amends and restates in its entirety that certain Trust Agreement, dated as of                 , 20     between the Seller and the Owner Trustee.

AFS SenSub Corp. – SALE AND SERVICING AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20 - , Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC., Servicer, and [TRUST COLLATERAL AGENT], Trust Collateral Agent Dated as of , 20 (November 30th, 2018)

SALE AND SERVICING AGREEMENT dated as of                     , 20    , among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20    -  , a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and [TRUST COLLATERAL AGENT], a [entity type], as Trust Collateral Agent.

AFS SenSub Corp. – ASSET REPRESENTATIONS REVIEW AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20__-_, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and Asset Representations Reviewer Dated as of ______, 20__ (November 30th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of             , 20     (this “Agreement”), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 20     -     , a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as Servicer (in such capacity, the “Servicer”) and [ASSET REPRESENTATIONS REVIEWER], [entity type], as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AFS SenSub Corp. – SECOND AMENDED AND RESTATED SERVICING AGREEMENT (November 30th, 2018)

This Second Amended and Restated Servicing Agreement (the “Agreement”) is made and entered into the 1st day of January 2006 between AmeriCredit Financial Services of Canada Ltd. as successor by merger to AmeriCredit Service Center Ltd., an Ontario corporation (“AFS of Canada”), and AmeriCredit Financial Services, Inc., a Delaware corporation (“AFSI”).

AFS SenSub Corp. – PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and AMERICREDIT FINANCIAL SERVICES, INC. Seller Dated as of , 20 (November 30th, 2018)

THIS PURCHASE AGREEMENT, dated as of                 , 20    , executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

AFS SenSub Corp. – AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of July 2, 2018 (August 16th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 2, 2018, 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 June 29, 2018, between the Seller and the Owner Trustee.

AFS SenSub Corp. – PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and AMERICREDIT FINANCIAL SERVICES, INC. Seller Dated as of July 2, 2018 (August 16th, 2018)

THIS PURCHASE AGREEMENT, dated as of July 2, 2018, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

AFS SenSub Corp. – AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 Asset Backed Notes Class A-2-A Asset Backed Notes Class A-3 Asset Backed Notes Class B Asset Backed Notes Class C Asset Backed Notes Class D Asset Backed Notes Class E Asset Backed Notes INDENTURE Dated as of July 2, 2018 CITIBANK, N.A. as Trustee and Trust Collateral Agent (August 16th, 2018)

INDENTURE, dated as of July 2, 2018, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and Trust Collateral Agent (in such capacity, the “Trust Collateral Agent”).

AFS SenSub Corp. – SALE AND SERVICING AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC., Servicer, and CITIBANK, N.A., Trust Collateral Agent Dated as of July 2, 2018 (August 16th, 2018)

SALE AND SERVICING AGREEMENT, dated as of July 2, 2018, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and CITIBANK, N.A., a national banking association, in its capacity as Trust Collateral Agent.

AFS SenSub Corp. – ASSET REPRESENTATIONS REVIEW AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 2, 2018 (August 16th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 2, 2018 (this “Agreement”), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as Servicer (in such capacity, the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AFS SenSub Corp. – AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 2.42890% Asset Backed Notes Class A-2-A 2.86% Asset Backed Notes Class A-3 3.15% Asset Backed Notes Class B 3.45% Asset Backed Notes Class C 3.59% Asset Backed Notes Class D 4.01% Asset Backed Notes UNDERWRITING AGREEMENT (August 10th, 2018)
AFS SenSub Corp. – PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and AMERICREDIT FINANCIAL SERVICES, INC. Seller Dated as of July 2, 2018 (August 10th, 2018)

THIS PURCHASE AGREEMENT, dated as of July 2, 2018, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc., a Delaware corporation, as Seller (“Seller”).

AFS SenSub Corp. – AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of July 2, 2018 (August 10th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 2, 2018, 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 June 29, 2018, between the Seller and the Owner Trustee.

AFS SenSub Corp. – SALE AND SERVICING AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer, AFS SENSUB CORP., Seller, AMERICREDIT FINANCIAL SERVICES, INC., Servicer, and CITIBANK, N.A., Trust Collateral Agent Dated as of July 2, 2018 (August 10th, 2018)

SALE AND SERVICING AGREEMENT, dated as of July 2, 2018, among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (the “Servicer”), and CITIBANK, N.A., a national banking association, in its capacity as Trust Collateral Agent.

AFS SenSub Corp. – ASSET REPRESENTATIONS REVIEW AGREEMENT among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, Issuer AMERICREDIT FINANCIAL SERVICES, INC., Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 2, 2018 (August 10th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 2, 2018 (this “Agreement”), among AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation (“AmeriCredit”), in its capacity as Servicer (in such capacity, the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AFS SenSub Corp. – AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2 Class A-1 Asset Backed Notes Class A-2-A Asset Backed Notes Class A-3 Asset Backed Notes Class B Asset Backed Notes Class C Asset Backed Notes Class D Asset Backed Notes Class E Asset Backed Notes INDENTURE Dated as of July 2, 2018 CITIBANK, N.A. as Trustee and Trust Collateral Agent (August 10th, 2018)

INDENTURE, dated as of July 2, 2018, between AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2018-2, a Delaware statutory trust (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and Trust Collateral Agent (in such capacity, the “Trust Collateral Agent”).

AFS SenSub Corp. – Certification (August 10th, 2018)
AFS SenSub Corp. – July 18, 2018 (July 18th, 2018)

We have acted as tax counsel to AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation (“GM Financial”), AFS SenSub Corp., a Nevada corporation (“AFS SenSub”) and GM Financial Consumer Automobile Receivables Trust 2018-3 (the “Issuer”), as to certain matters in connection with the issuance of the $247,000,000 Class A-1 2.36731% Asset Backed Notes (the “Class A-1 Notes”), $285,000,000 Class A-2-A 2.74% Asset Backed Notes (the “Class A-2-A Notes”), $135,000,000 Class A-2-B Floating Rate Asset Backed Notes (the “Class A-2-B Notes” and together with the Class A-2-A Notes, the “Class A-2 Notes”), $439,000,000 Class A-3 3.02% Asset Backed Notes (the “Class A-3 Notes”), $89,550,000 Class A-4 3.16% Asset Backed Notes (the “Class A-4 Notes”), $20,320,000 Class B 3.27% Asset Backed Notes (the “Class B Notes”), $19,050,000 Class C 3.45% Asset Backed Notes (the “Class C Notes” and collectively with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-

AFS SenSub Corp. – PURCHASE AGREEMENT between AFS SENSUB CORP. Purchaser and GM FINANCIAL Seller Dated as of July 18, 2018 (July 13th, 2018)

THIS PURCHASE AGREEMENT, dated as of July 18, 2018, executed between AFS SenSub Corp., a Nevada corporation, as purchaser (“Purchaser”) and AmeriCredit Financial Services, Inc. d/b/a GM Financial, a Delaware corporation, as Seller (“Seller”).

AFS SenSub Corp. – SALE AND SERVICING AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, Issuer, AFS SENSUB CORP., Seller, GM FINANCIAL, Servicer, and THE BANK OF NEW YORK MELLON, Trust Collateral Agent Dated as of July 18, 2018 (July 13th, 2018)

SALE AND SERVICING AGREEMENT, dated as of July 18, 2018, among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the “Issuer”), AFS SENSUB CORP., a Nevada corporation (the “Seller”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (the “Servicer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as Trust Collateral Agent.

AFS SenSub Corp. – AMENDED AND RESTATED TRUST AGREEMENT between AFS SENSUB CORP. Seller and WILMINGTON TRUST COMPANY Owner Trustee Dated as of July 18, 2018 (July 13th, 2018)

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 18, 2018, 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 May 23, 2018, between the Seller and the Owner Trustee.

AFS SenSub Corp. – Certification (July 13th, 2018)
AFS SenSub Corp. – ASSET REPRESENTATIONS REVIEW AGREEMENT among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of July 18, 2018 (July 13th, 2018)

ASSET REPRESENTATIONS REVIEW AGREEMENT dated as of July 18, 2018 (this “Agreement”), among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3, a Delaware statutory trust (the “Issuer”), AMERICREDIT FINANCIAL SERVICES, INC. d/b/a GM Financial, a Delaware corporation (“GM Financial”), in its capacity as Servicer (in such capacity, the “Servicer”) and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer (the “Asset Representations Reviewer”).

AFS SenSub Corp. – GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2018-3 $1,234,920,000 AUTOMOBILE RECEIVABLES BACKED NOTES UNDERWRITING AGREEMENT (July 13th, 2018)