As filed with the Securities and Exchange Commission on November 30, 2018

Registration No. 333-_____

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SF-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AFS SENSUB CORP.

(Depositor for the trusts described herein)

(Exact name of registrant as specified in its charter)

A Nevada Corporation

IRS Employer Number: 88-0475154

Commission File Number of depositor: 333-        

Central Index Key Number: 0001347185

2215-B Renaissance Drive, Suite 10

Las Vegas, Nevada 89119

(702) 932-4914

 

 

AMERICREDIT FINANCIAL SERVICES, INC.

(Sponsor for the trusts described herein)

(Exact name of sponsor as specified in its charter)

A Delaware Corporation

Central Index Key Number of sponsor: 0001002761

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

(817) 302-7000

 

 

FRANK E. BROWN III, ESQ.

General Motors Financial Company, Inc.

801 Cherry Street

Fort Worth, Texas 76102

(817) 302-7521

(Name, Address and Telephone Number, including area code, of Agent for Service)

 

 

Copy to:

JOHN P. KEISERMAN, ESQ.

Katten Muchin Rosenman LLP

575 Madison Avenue

New York, New York 10022

(212) 940-6385

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☒

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
Asset Backed Securities		(2)		(2)		(2)		(2)

 

(1)	Calculated in accordance with Rule 457(s) of the Securities Act of 1933.

(2)

An unspecified amount of securities of each identified class is being registered as may from time to time be offered at unspecified prices. The registrant is deferring payment of all of the registration fees for such securities in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant files a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

$         Automobile Receivables Backed Notes

AmeriCredit Automobile Receivables Trust 20    -  

Issuing Entity (CIK No.     )

AFS SenSub Corp.

Depositor (CIK No. [0001347185])

 

Sponsor and Servicer (CIK No. 0001002761)

 

		The issuing entity will issue -
		•  [seven] classes of notes that are offered by this prospectus[; and
We suggest that you read the section entitled “Risk Factors” on page 21 of this prospectus and consider the factors in that section before making a decision to invest in the notes.   The notes are automobile loan asset-backed securities which represent obligations of the issuing entity and are not interests in or obligations of any other person or entity.   Neither the notes nor the automobile loan contracts will be insured or guaranteed by any governmental agency or instrumentality.   You should retain this prospectus for future reference.		•  [one] class of subordinated notes that is not offered by this prospectus. These subordinated notes [are anticipated to be privately placed primarily with institutional investors]/[will initially be retained by the depositor or an affiliate of the depositor].]   The notes -   •  are backed by a pledge of assets of the issuing entity. The assets of the issuing entity securing the notes will include a pool of sub-prime automobile loan contracts secured by new and used automobiles, light duty trucks and vans. Sub-prime automobile loan contracts are contracts made to borrowers who have experienced prior credit difficulties and generally have credit bureau scores ranging from 500 to 700;   •  receive monthly distributions [of interest and, after the revolving period, of principal] on the        day of each month, or, if not a business day, then on the next business day, beginning on             , 20    ; and   •  currently have no trading market.   Credit enhancement for the notes offered by this prospectus will consist of -
		•  excess cashflow collected on the pool of automobile loan contracts;
		•  overcollateralization resulting from the excess of the principal amount of the automobile loan contracts over the aggregate principal amount of the notes;
		•  the subordination of each class of notes to those classes senior to it[, including the subordination of the class of notes which is not being offered by this prospectus to each class of notes being offered by this prospectus]; and
		•  a reserve account that can be used to cover payments of timely interest, parity payments and ultimate principal on the notes.

 

		Principal Amount				Interest Rate				Final Scheduled Distribution Date				Price to Public(1)				Underwriting Discounts				Proceeds to Seller (2)
Class A-1 Notes		$						%			, 20					%				%				%
Class A-2[-A] Notes[(3)]		$						%			, 20					%				%				%
[Class A-2-B Notes(3)]		$					One-month LIBOR +	%(4)			, 20					%				%				%]
Class A-3 Notes		$						%			, 20					%				%				%
Class B Notes		$						%			, 20					%				%				%
Class C Notes		$						%			, 20					%				%				%
Class D Notes		$						%			, 20					%				%				%
		$												$				$				$

 

(1)	Plus accrued interest, if any, from             , 20    .

(2)	Before deducting expenses, estimated to be $            .

[(3)	The allocation of the principal amount between the Class A-2-A Notes and the Class A-2-B Notes will be determined on or before the date of pricing.][The issuing entity expects that the principal amount of the [Class A-2-B Notes] will not exceed $            .]

[(4)	If the sum of one-month LIBOR +     % is less than 0.00% for any interest period, then the interest rate for the [Class A-2-B Notes] for such interest period will be deemed to be 0.00%.]

[The issuing entity will not pay principal during the revolving period, which is scheduled to terminate on             , 20    . However, if the revolving period terminated early as a result of an early amortization event, principal payments may commence prior to that date.] [The issuing entity will enter into a hedge agreement with [hedge counterparty] for the purpose of providing an additional source of funds for payments on the notes.]

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

Joint Bookrunners

 

[                    ]				[                    ]
		Co-Managers for the Class A Notes
[                    ]				[                    ]

Prospectus dated             , 20    .

[The registrant intends to utilize pay-as-you-go takedowns from the registration statement on Form SF-3 to which this form of prospectus relates (Registration No. 333-[            ]) and in connection with any corresponding issuance of securities the registrant will pay the related registration fee and include the following table in the related prospectus. The registration fees will be calculated in accordance with Rule 457(s) of the Securities Act of 1933, as amended]

 

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Asset Backed Securities		$		%		$		$

This document is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

 

 

We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover of this prospectus.

TABLE OF CONTENTS

 

 

Until ninety (90) days after the date of this prospectus, all dealers that buy, sell or trade the notes, may be required to deliver a prospectus, regardless of whether they are participating in the offer. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

i

Important Notice about the Information Presented in this Prospectus

 

•

You should rely only on information provided or referenced in this prospectus. We have not authorized anyone to provide you with different information.

 

•

We include cross-references in this prospectus to captions in these materials where you can find further related discussions. The table of contents on the previous page provides the pages on which these captions are located.

Where You Can Find More Information

The depositor, AFS SenSub Corp., as registrant, filed with the Securities and Exchange Commission, or the Commission, or the SEC, under the Commission file number 333-206924, a registration statement under the Securities Act of 1933, as amended, or the Securities Act, with respect to the notes offered pursuant to this prospectus. This prospectus, which forms a part of the registration statement, omits certain information contained in such registration statement pursuant to the rules and regulations of the Commission.

As long as the issuing entity is required to report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, the issuing entity will file, or the servicer or the depositor will file for the issuing entity, annual reports on Form 10-K and distribution reports on Form 10-D, monthly asset-level data files and related documents on Form ABS-EE any current reports on Form 8-K, and amendments to those reports with the Commission under the file number 333-[            ]-    . A copy of any reports may be obtained by any noteholder by request to the servicer.

A number of items are incorporated by reference into this prospectus. See “Incorporation by Reference” for a description of incorporation by reference.

The Commission maintains a website containing reports, proxy materials, information statements and other information regarding issuers that file electronically with the Commission. The address is http://www.sec.gov.

You may request a free copy of any of the filings incorporated by reference into this prospectus by writing or calling: AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000. You may obtain more information about AmeriCredit at https://www.gmfinancial.com. The information about AmeriCredit’s website in the immediately preceding sentence and its content is not incorporated by reference into this prospectus.

[Notice to Residents of the United Kingdom

WITHIN THE UNITED KINGDOM, THIS PROSPECTUS IS BEING COMMUNICATED OR DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “FPO”); OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.”) OF THE FPO; OR (III) ANY OTHER PERSON TO WHICH IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, DISTRIBUTED OR DIRETED (EACH SUCH PERSON, A “RELEVANT PERSON”). THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.]

 

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[Notice to Residents of the European Economic Area

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW).

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, KNOWN AS THE INSURANCE DISTRIBUTION DIRECTIVE), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS DIRECTIVE.

CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF NOTES IN ANY MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”) WILL ONLY BE MADE TO A LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR UNDER THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS. NEITHER THE ISSUING ENTITY NOR ANY OF THE UNDERWRITERS HAVE AUTHORISED, NOR DO THEY AUTHORISE, THE MAKING OF ANY OFFER OF NOTES OTHER THAN TO QUALIFIED INVESTORS. THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AS AMENDED OR SUPERSEDED), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.]

Forward-Looking Statements

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions the sponsor and the depositor consider reasonable. Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events. Neither the sponsor nor the depositor is obligated to update or revise any forward-looking statements, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

 

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Summary of Transaction Parties⁽¹⁾

 

 

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Flow of Funds⁽¹⁾

 

 

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Risk Factors

You should consider the following factors in connection with the purchase of the notes:

 

We cannot predict the rate at which the notes will amortize.		Your notes may amortize more quickly than expected for a variety of reasons. First, obligors can prepay their automobile loan contracts, since the automobile loan contracts are prepayable at any time without penalty. Additionally, prepayments can occur as a result of, among other things, (i) obligor default, resulting in the repossession and sale of the financed vehicle, or (ii) damage to the vehicle or death or disability of the obligor, resulting in payments to the issuing entity under applicable insurance. The rate of prepayments may be influenced by a variety of factors, including changes in economic and social conditions. The fact that consumer obligors generally may not sell or transfer their financed vehicles securing the automobile loan contracts without the servicer’s consent may also influence the rate of prepayments.
		Second, under certain circumstances, the depositor, the sponsor and the servicer are obligated to purchase automobile loan contracts as a result of breaches of representations, warranties and/or covenants. As a result of such a repurchase, the affected automobile loan contracts would be repurchased from the issuing entity, the outstanding principal balance of the affected automobile loan contracts would be paid to the issuing entity and those repurchase amounts would be available to make payments on your notes.
		Third, the notes contain an overcollateralization feature that could result in accelerated principal payments to noteholders [after the revolving period], which would cause faster amortization of the notes than of the automobile loan contract pool.
		Fourth, the servicer, has the right to direct the issuing entity to sell automobile loan contracts that are more than 60 days delinquent to an unaffiliated third party at a certain minimum sale price as set forth in the sale and servicing agreement. However, no more than 20% of [the sum of] the initial [and subsequent] number of automobile loan contracts in the automobile loan contract pool may be sold in this manner.

 

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		Finally, the servicer or the depositor has the right to purchase the automobile loan contracts remaining in the automobile loan contract pool when the outstanding principal balance of the automobile loan contract pool is [10]% or less of the [initial] aggregate principal balance of the automobile loan contract pool as of the [initial] cutoff date [(plus additional automobile loan contracts purchased during the pre-funding period)]. If this right is exercised by the servicer or the depositor, you may be paid principal on the notes earlier than you expected.   In any of these cases, you may be repaid principal on the notes at a different rate than you expect and you may not be able to reinvest the principal repaid to you at a rate of return that is at least equal to the rate of return on your notes.
Geographic concentrations of automobile loan contracts may increase concentration risks.		Adverse economic conditions or other factors including natural disasters, affecting any state or region could increase the delinquency or loan loss experience of the automobile loan contracts originated in that state or region. As of the [initial] cut-off date obligors with respect to approximately         %,         % and         % of the [initial] automobile loan contracts, based on the [initial] automobile loan contracts’ principal balance as of such date, were located in the states of                     ,                  and                 , respectively. No other state accounts for more than         % of the aggregate principal balance of the pool of automobile loan contracts as of the [initial] cutoff date. [Insert further disclosure regarding indicated states if material.]
You may suffer a loss if the final maturity date of the notes is accelerated.		If an event of default occurs under the indenture and the maturity dates of the outstanding notes are accelerated, the trustee may direct the trust collateral agent to sell the automobile loan contracts and the proceeds from such a sale would be used to prepay those notes in advance of their final scheduled distribution dates. The proceeds from such a sale of the automobile loan contracts may be insufficient to pay the aggregate principal amount of the outstanding notes and accrued interest on those notes in full. If this occurs, you may suffer a loss due to such an acceleration.
The notes are asset-backed debt and the issuing entity has only limited assets.		The sole sources for repayment of the notes are payments on the trust property (which will principally consist of payments on the automobile loan contracts) and amounts (if any) on deposit in the cash accounts held by the trust collateral agent. You may suffer a loss if these amounts are insufficient to pay amounts due on the notes.

 

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		[The money in the [pre-funding account]/[revolving account] will be used solely to purchase subsequent automobile loan contracts and is not available to cover losses on the automobile loan contract pool. [Additionally, the capitalized interest account is designed to cover obligations of the issuing entity relating to that portion of its assets not invested in the automobile loan contract pool and is not designed to provide protection against losses on the automobile loan contract pool.]]
There may be a conflict of interest among classes of notes.		As described elsewhere in this prospectus, the holders of the most senior class of notes then outstanding will make certain decisions with regard to treatment of defaults by the servicer, acceleration of payments on the notes in the event of a default under the indenture and certain other matters. Because the holders of different classes of notes may have varying interests when it comes to these matters, you may find that courses of action determined by other noteholders do not reflect your interests but that you are nonetheless bound by the decisions of these other noteholders.
Because the Class B Notes, the Class C Notes [and] the Class D Notes [and the Class E Notes] are subordinated to the Class A Notes, payments on those classes are more sensitive to losses on the automobile loan contracts.		Certain notes are subordinated, which means that (i) principal paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration, will be made only once payments of principal have been made in full to all classes of notes senior to those classes and (ii) interest paid on those classes as part of monthly distributions or, in the event of a default, upon acceleration, will be made only once payments of interest have been made in full to all classes of notes senior to those classes. The Class A Notes have the highest priority of payment, followed in descending order of priority of payment by the Class B Notes, the Class C Notes, the Class D Notes [and[, except in certain circumstances where they are paid principal before classes senior to them,] the Class E Notes]. Therefore, if there are insufficient amounts available to pay all classes of notes the amounts they are owed on any distribution date or following acceleration, delays in payment or losses will be suffered by the most junior outstanding class or classes even as payment is made in full to more senior classes.

 

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Principal may be paid on certain classes of notes before interest is paid on other classes.		If on any distribution date the outstanding principal amount of the notes exceeds the principal balance of the pool of automobile loan contracts, a payment of principal, to the extent available, will be made to the holders of the most senior outstanding class or classes of notes to eliminate that undercollateralization. Furthermore, if any class of notes has an outstanding principal amount on its final scheduled distribution date, a payment of principal, to the extent available, will be made to the holders of that class of notes on that distribution date to reduce their outstanding principal amount to zero. Certain of these principal payments will be made before interest payments are made on certain subordinated classes of notes on that distribution date. As a result, there may not be enough cash available to pay the interest on certain subordinated classes of notes on that distribution date.
[During periods of economic downturn, losses may increase and loans used to finance vehicles may incur greater losses.]		[Historically, the United States has experienced periods of economic slowdown or recession and may experience similar periods in the future. Such periods of economic slowdown or recession may adversely affect the performance and market value of your notes. Rising unemployment and lack of available credit can lead to increased delinquencies, defaults, repossessions and losses on automobile loan contracts. Such periods of slowdown or recession may also be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding automobile loan contracts, which could weaken collateral coverage and increase the amount of a loss in the event of a default. Also, any increases in the inventory of used automobiles during a period of economic slowdown or recession will typically depress the prices at which repossessed automobiles may be sold.   Additionally, higher gasoline prices, unstable real estate values, declining stock market values and other factors can impact consumer confidence and disposable income. These conditions increased loss frequency, decreased consumer demand for automobiles and weakened collateral values on certain types of vehicles during the most recent economic slowdown or recession and may have similar effects in any future periods of economic slowdown or recession. Because the automobile loan contracts owned by the issuing entity were made predominately to sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these automobile loan contracts are higher than those experienced in the general automobile finance industry and may be impacted to a greater extent during an economic downturn. See “Delinquency and Loan Loss Information,” “Delinquency Experience” and “Loan Loss Experience” for delinquency, default, loan loss and repossession information

 

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		regarding the automobile loan contracts originated and serviced by the sponsor. There can be no assurance that the historical delinquency, default, loan loss and repossession experience will be representative of future performance in various economic environments.   In addition to an economic slowdown or recession, the asset backed securities market, along with credit markets in general, may experience disruptions. Such disruptions could result in a reduction in the general availability of credit which may slow the expected rate of prepayment of automobile loan contracts. If losses on the automobile loan contracts securing your notes increase, recovery rates on repossessed financed vehicles decrease or the expected rate of prepayment decreases then the yields on the notes will be relatively more sensitive to losses on the automobile loan contracts. If the actual rate and amount of losses exceed your expectations, the yield to maturity on your notes may be lower than anticipated.]
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, may adversely affect the market value of your notes and/or limit your ability to resell your notes.		The sponsor has engaged [two] nationally recognized statistical rating organizations, or NRSROs, and will pay them a fee to assign ratings on the notes.   The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect each engaged NRSRO’s assessment of the future performance of the pool of automobile loan contracts, the credit enhancement on the notes and the likelihood of repayment on the notes. There can be no assurance that the automobile loan contract pool and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the pool of automobile loan contracts, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any rating on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.   We note that an NRSRO may have a conflict of interest where, as is the industry standard and the case with the ratings of the notes, the sponsor, the depositor or the issuing entity pays the fees charged by the engaged NRSROs for their ratings services. The sponsor has not engaged any other NRSRO to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under effective Commission rules, information

 

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		provided by or on behalf of the sponsor to an engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to all NRSROs in order to make it possible for non- engaged NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the engaged NRSROs, have different methodologies, criteria, models and requirements. If any non-engaged NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the engaged NRSRO, which may adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-engaged NRSROs any information provided to any engaged NRSRO for the purpose of assigning or monitoring the ratings on the notes, an engaged NRSRO could withdraw its ratings on the notes, which may adversely affect the market value of your notes and/or limit your ability to resell your notes.   Potential investors in the notes are urged to make their own evaluation of the notes, including the credit enhancement on the notes and the likely repayment of the notes, and not to rely solely on the ratings on the notes.
The regulatory environment in which the consumer finance industry operates could have a material adverse effect on the sponsor’s business and operating results.		The sponsor is subject to a wide variety of laws and regulations in the jurisdictions where it operates, including supervision and licensing by numerous governmental entities. These laws and regulations can create significant constraints on the sponsor’s operations and result in significant costs related to compliance. Failure to comply with these laws and regulations could impair the ability of the sponsor to continue operating and result in substantial civil and criminal penalties, monetary damages, attorneys’ fees and costs, possible revocation of licenses, and damage to reputation, brand and valued customer relationships.
		The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes significant regulatory oversight on the financial industry and grants the Bureau of Consumer Financial Protection, or the BCFP, extensive rulemaking and enforcement authority, all of which may substantially impact the sponsor’s operations. As a “larger participant” in the automobile finance market, the sponsor is subject to possible comprehensive and rigorous on-site examinations by the BCFP. Any violations of law or unfair lending practices found during these examinations could result in enforcement actions, fines, and mandated process, procedure or product-related changes or consumer refunds.

 

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		[Recent interpretations of regulations implementing the Military Lending Act indicate that retail installment contracts that include credit-related ancillary products (guaranteed asset protection (GAP), credit life, and similar credit products) may need to comply with the requirements of the Military Lending Act. Regulations implementing the Military Lending Act limit the military annual percentage rate, adjust arbitration rules and require additional disclosures. Financial services industry groups are continuing to seek further clarification on the interpretation of this rule. Although not expected to be material at this time, if the recent interpretations are ultimately unchanged, it could result in repurchase obligations on behalf of the sponsor or impact the cashflows available for the issuing entity.]
		[The notes are not intended to comply with any risk retention rules in the European Economic Area and any retention pursuant to Regulation RR shall not comprise a retention of a material net economic interest in the transaction for those purposes.]
The sponsor could be materially and adversely affected by significant legal and regulatory proceedings.		The sponsor is subject to various legal and regulatory proceedings and governmental investigations in the ordinary course of the sponsor’s business. An adverse outcome in one or more of these proceedings or investigations could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm. For a further discussion of these matters, refer to “Legal Proceedings—The Sponsor and the Servicer.”   [Insert disclosure regarding any material legal proceedings pending against the sponsor and servicer, or know to be contemplated by governmental authorities, in accordance with Regulation AB Item 1117.]

 

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[This prospectus provides information regarding the characteristics of the automobile loan contracts in the statistical pool as of the statistical calculation date, which may differ from the characteristics of the automobile loan contracts as of the [initial] cutoff date that will be sold to the issuing entity on the closing date.]		[The automobile loan contracts sold to the issuing entity on the closing date may have characteristics that differ somewhat from the characteristics of the automobile loan contracts in the statistical pool described in this prospectus. However, the characteristics of the automobile loan contracts as of the [initial] cutoff date are not expected to differ materially from the characteristics of the automobile loan contracts as of the statistical calculation date, and each automobile loan contract must satisfy the eligibility criteria described in “The Automobile Loan Contracts—Eligibility Criteria for [Initial] Automobile Loan Contracts.” If you purchase a note, you must not assume that the characteristics of the automobile loan contracts sold to the issuing entity on the closing date will be identical to the characteristics of the automobile loan contracts in the statistical pool disclosed in this prospectus.]
[The subsequent automobile loan contracts that the issuing entity acquires during the [pre-funding period]/[revolving period] may have characteristics that differ from the initial automobile loan contracts that are described in this prospectus.]		[The issuing entity will acquire subsequent automobile loan contracts during the [pre-funding period]/[revolving period] that may have characteristics that differ somewhat from the characteristics of the automobile loan contracts in the [statistical] pool described in this prospectus. However, the subsequent automobile loan contracts will also have been originated by the sponsor through dealers and then assigned to the sponsor or will have been originated directly with consumers by the sponsor and must meet the eligibility requirements described in “The Automobile Loan Contracts—Eligibility Criteria for Subsequent Automobile Loan Contracts.” If you purchase a note, you must not assume that the characteristics of the subsequent automobile loan contracts that are sold to the issuing entity will be identical to the characteristics of the initial automobile loan contracts in the [statistical] pool that are disclosed in this prospectus.]
[Payments on the notes may be affected by matters relating to the hedge agreement.]		[The issuing entity will enter into an interest rate hedge transaction under either an interest rate swap transaction or an interest rate cap transaction because the automobile loan contracts owned by the issuing entity bear interest at fixed rates while the [Class A-2-B Notes] will bear interest at a floating rate and an additional source of funds may be necessary to ensure that all payments are made on the notes during periods when the floating rate of interest on the [Class A-2-B Notes] has risen. The issuing entity may use payments made by the hedge counterparty to make required payments on each distribution date.   During those periods in which the floating rate payable by the hedge counterparty is substantially greater than the fixed rates payable by the issuing entity under the interest rate swap transactions, if any, or the strike rate under the interest rate cap transactions, if any, the issuing entity will be more dependent

 

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		on receiving payments from the hedge counterparty in order to make interest payments on the notes without using amounts that would otherwise be paid as principal on the notes. If the hedge counterparty fails to pay any required payment and collections on the automobile loan contracts and other assets on deposit in the reserve account are insufficient to make payments of interest on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.   During those periods in which the floating rate payable by the hedge counterparty under any interest rate swap transaction are less than the fixed rates payable by the issuing entity under the interest rate swap transaction, the issuing entity will be obligated to make a net swap payment to the hedge counterparty. The issuing entity’s obligation to pay a net swap payment to the hedge counterparty is secured by the trust property.   If any interest rate swap transactions are entered into by the issuing entity, the hedge counterparty’s claim for net swap payments will be higher in priority than all payments on the notes. If a net swap payment is due to the hedge counterparty on a distribution date and there are insufficient collections on the automobile loan contracts and insufficient funds on deposit in the reserve account to make payments of interest and principal on the notes, you may experience delays and/or reductions in the interest and principal payments on your notes.   The hedge transactions generally may not be terminated except upon, among other things, failure of either party to the hedge transactions to make payments when due, insolvency of either party to the hedge transactions, illegality, the exercise of certain rights under the indenture, the issuing entity amends the transaction documents without the consent of the hedge counterparty if such consent is required, or failure of the hedge counterparty to post collateral, assign the swap agreement to an eligible counterparty or take other remedial action if the hedge counterparty’s credit ratings drop below the levels required by the hedge agreement. Depending on the timing of and reason for the termination, a termination payment may be due to the issuing entity or to the hedge counterparty. Any such termination payment could, if market interest rates and other conditions have changed materially, be substantial.   If the hedge counterparty fails to make a termination payment owed to the issuing entity under any hedge transaction, the issuing entity may not have sufficient funds available to enter into a replacement hedge transaction. If this occurs, the amount available to pay principal and interest on the notes will be reduced to the extent the interest rate on the Class A-2-B Notes exceeds the fixed rate the issuing entity would have been required to pay the hedge counterparty under the hedge transaction.

 

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		If the hedge transaction is terminated and no replacement hedge transaction is entered into and collections on the automobile loan contracts and funds on deposit in the reserve account are insufficient to make payments of interest and principal on your notes, you may experience delays and/or reductions in the interest and principal payments on your notes.]
Automobile loan contracts that do not comply with consumer financial protection laws could result in delays in payments or losses on your notes.		If an automobile loan contract does not comply with U.S. federal and state consumer financial protection laws, the servicer may be prevented from or delayed in collecting the automobile loan contract. Also, some of these laws may provide that the assignee of a consumer contract (such as the issuing entity) is liable to the obligor for any failure of the contract to comply with these laws. This could result in delays in payment or losses on your notes. For more details about consumer financial protection laws relating to the automobile loan contracts, see “Material Legal Aspects of the Automobile Loan Contracts—Consumer Protection Laws.”
[You may suffer a loss due to the floating interest rate on the Floating Rate Notes if interest rates rise because the issuing entity will not enter into interest rate hedges.]		[The pool of automobile loan contracts provides for level monthly payments and all classes of notes, except the Floating Rate Notes, will bear interest at a fixed rate. The Floating Rate Notes will bear interest at a floating rate based on one-month LIBOR plus a spread. Even though the issuing entity will issue the Floating Rate Notes, it will not enter into any interest rate hedges or other derivatives contracts to mitigate this interest rate risk.
		The issuing entity will make payments on the Floating Rate Notes out of amounts received on the pool of automobile loan contracts and not solely from any subset of collections that are dedicated to the Floating Rate Notes. Therefore, an increase in one-month LIBOR would increase the amount due as interest payments on the Floating Rate Notes without any corresponding increase in the amount of interest due on the automobile loan contracts or any additional source of funds that provide a source of payment for those increased interest payments.
		If the floating rate payable by the issuing entity increases to the point at which the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amounts received on the pool of automobile contracts, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make these payments, you may experience delays or reductions in the interest and principal payments on your notes.]

 

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[We cannot predict the allocation of the principal amount of the Class A-2 Notes.]		The allocation of the principal amount of the Class A-2 Notes between the Class A-2-A Notes and the Class A-2-B Notes may not be determined until the day of pricing. A higher allocation to the Floating Rate Notes will correspondingly increase the issuing entity’s exposure to increases in the interest rate payable on the Floating Rate Notes.]
		Because the aggregate amount of Class A-2 Notes is fixed as set forth on the cover of this prospectus, the division of the aggregate initial principal amount between the Class A-2-A Notes and the Class A-2-B Notes may result in only one of such classes being issued, or one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.]
[Negative LIBOR rates will reduce the rate of interest on the [Class A 2-B Notes].]		[The interest rate on the [Class A-2-B Notes] will be one month LIBOR plus a spread. Changes in LIBOR will affect the interest rate and the amount of interest paid on the [Class A-2-B Notes]. If LIBOR decreases below 0.00% for any interest period, the interest rate for that period, including the spread, will be reduced by the amount LIBOR is negative, but not below 0.00%.]
[Retention of any of the notes by the depositor or an affiliate of the depositor could adversely affect the market value of your notes and/or limit your ability to resell your notes.]		[Some or all of one or more classes of the notes may be retained by the depositor or conveyed to an affiliate of the depositor. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.]
[Uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely affect the value of the Class A-2-B Notes.		Actions by regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The U.K. Financial Conduct Authority has indicated that it expects that the current panel banks will voluntarily sustain LIBOR until the end of 2021, however there can be no assurance that they will not cease to do so sooner. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the

 

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		United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading market for LIBOR-based securities, including the Class A-2-B Notes.   If a published LIBOR rate is unavailable at any time after the issuance date of the notes, the rate of interest on the Class A Notes will be determined using the alternative methods stated in “Description of the Notes—Determination of LIBOR.” These alternative methods may result in lower interest payments than would have been made if LIBOR were available in its current form. The alternative methods may also be subject to factors that make LIBOR impossible or impracticable to determine. If a published LIBOR rate is unavailable and banks are unwilling to provide quotations, the rate of interest on the Class A-2-B Notes for a determination date will be the same as on the preceding determination date, and such rate could remain the rate of interest on the Class A-2-B Notes for the remaining life of the Class A-2-B Notes.]
You may not be able to sell your notes, and may have to hold your notes to maturity even though you may want to sell.		A secondary market for your notes may not be available. If it is available, it may not provide you with sufficient liquidity of investment or continue for the life of these notes. The underwriters may establish a secondary market in the notes, although no underwriter will be obligated to do so. The notes are not expected to be listed on any securities exchange or quoted in the automated quotation system of a registered securities association.
The trust property consists mainly of automobile loan contracts made primarily to sub-prime borrowers.		The trust property consists of automobile loan contracts made primarily to sub-prime borrowers which are originated under lending programs of the sponsor designed to serve consumers who have limited access to traditional automobile financing. There is a high degree of risk associated with sub-prime borrowers. The typical sub-prime borrower may have had previous financial difficulties or may have a limited credit history. Because the sub-prime automobile loan contracts that are included in the trust property were made to consumers who are unable to meet the credit standards imposed by most traditional automobile financing services, the sponsor charges interest on the automobile loan contracts at higher rates than those charged by many traditional financing sources. Sub-prime automobile loan contracts such as those included in trust property therefore entail relatively higher risk and may be expected to experience higher levels of delinquencies, defaults and net losses than automobile loan contracts originated by traditional automobile financing sources.

 

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Federal and state laws may limit the collection of payments on the automobile loan contracts and repossession of the vehicles.		Federal and state laws may prohibit, limit, or delay repossession and sale of the vehicles to recover losses on defaulted automobile loan contracts. As a result, you may experience delays in receiving payments and suffer losses.
Insolvency of the sponsor may cause your payments to be reduced or delayed.		In some circumstances, a bankruptcy of the sponsor may reduce payments to you. The sponsor has structured this transaction such that, in the event the sponsor were to become bankrupt, the automobile loan contracts sold to the issuing entity are not expected to be treated as property of the sponsor’s bankruptcy estate.
		The steps taken to guard the sold automobile loan contracts against bankruptcy of the sponsor include the creation of the depositor as a special-purpose subsidiary of the sponsor (the formation documents for which restrict the nature of its businesses and its ability to commence a voluntary bankruptcy case or proceeding) and the transfer of the automobile loan contracts to the depositor. The depositor, in turn, transfers the automobile loan contracts to the issuing entity and the issuing entity is also a special-purpose entity, the formation documents for which restrict the nature of its business and its ability to commence a voluntary bankruptcy case or proceeding. The depositor and the issuing entity are both required by their formative documents to be operated in such a manner as to minimize the risk that they would be consolidated with the sponsor in the event of the sponsor’s bankruptcy.
		The sponsor believes that its transfer of the automobile loan contracts to the depositor is structured so that it should be treated as an absolute and unconditional assignment and transfer under bankruptcy law and that the automobile loan contracts should not, in the event that the sponsor were to become bankrupt, become property of the sponsor’s bankruptcy estate. Furthermore, the sponsor believes that it, the depositor and the issuing entity are, and will be, operated in a manner that minimizes the likelihood that the assets of the depositor or the issuing entity would be consolidated with those of the sponsor in the event of the sponsor’s bankruptcy.
		However, in the event of an insolvency of the sponsor, a court or bankruptcy trustee could attempt to:
		• recharacterize the transfer of the automobile loan contracts by the sponsor to the depositor and/or by the depositor to the issuing entity as a borrowing by the sponsor from the depositor, the issuing entity or the noteholders, secured by a pledge of the automobile loan contracts; or
		• consolidate the assets of the depositor and/or the issuing entity with those of the sponsor.

 

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		If a recharacterization attempt is successful, a court could elect to accelerate payment of the notes and liquidate the automobile loan contracts, in which case you may only be entitled to the outstanding principal amount and interest on the notes at the interest rate on the date of payment. A recharacterization attempt, even if unsuccessful, could result in delays in payments to you.
		If either attempt were successful, an event of default would occur with respect to the notes, the notes would be accelerated and the trustee’s or the trust collateral agent’s recovery on your behalf could be limited to the then-current value of the automobile loan contracts. Consequently, you could lose the right to future payments and you may not receive your anticipated interest and principal on the notes.
Insolvency of the entity that is holding the automobile loan contracts may cause your payments to be reduced or delayed.		Any insolvency by the sponsor, the servicer, or any other party while in possession of the automobile loan contracts may result in competing claims to ownership or security interests in the automobile loan contracts which could result in delays in payments on the notes or losses to noteholders.
		In addition, if the sponsor, the servicer, or another party that is in possession of the automobile loan contracts, sells or pledges and delivers them to another party, that party could acquire an interest in the automobile loan contracts with priority over the trust collateral agent’s interest. This could result in losses to noteholders.
Commingling of collections with the sponsor’s corporate funds may result in reduced or delayed payments to you.		While the sponsor is the servicer, cash collections on the automobile loan contracts will be remitted directly to the sponsor and held by the sponsor prior to deposit in the collection account as required by the transaction documents. These cash collections may be commingled with the sponsor’s corporate funds prior to their deposit to the collection account.
		If bankruptcy proceedings are commenced with respect to the sponsor while it is acting as servicer, the issuing entity or the trust collateral agent may not have a perfected security interest in those collections and any funds then held by the servicer may be unavailable to noteholders.
Interests of other persons in the automobile loan contracts or the related financed vehicles could reduce funds available to pay the notes.		If another person acquires an interest in an automobile loan contract or a related financed vehicle that is superior to the issuing entity’s interest, the collections on that automobile loan contract or the proceeds from the sale of that financed vehicle may not be available which could reduce or delay the funds available to make payments on your notes. If the issuing entity does not have a perfected security interest in an automobile loan contract or a financed vehicle, its ability to repossess and sell the

 

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		financed vehicle securing a defaulted automobile loan contract may be adversely affected. Another person could acquire an interest in an automobile loan contract or a financed vehicle that is superior to the issuing entity’s interest if:   •  the issuing entity does not have a perfected security interest in the automobile loan contract or the financed vehicle because the sponsor’s security interest in the automobile loan contract or in the financed vehicle was not properly perfected,   •  the issuing entity does not have a perfected security interest in the financed vehicle in some states because the servicer will not amend the certificate of title to identify the issuing entity as the new secured party,   •  the issuing entity’s security interest in the automobile loan contract or the financed vehicle is impaired because holders of some types of liens, such as tax liens or mechanic’s liens, may have priority over the issuing entity’s security interest or a financed vehicle is confiscated by a government agency, or   •  the issuing entity does not have a perfected security interest in the automobile loan contract because the sponsor did not maintain physical possession, in the case of a tangible contract, or “control,” in the case of an electronic contract.   See “Material Legal Aspects of the Automobile Loan Contracts—Security Interests in the Financed Vehicles” for more information about the security interests in the automobile loan contracts and financed vehicles.
Losses and delinquencies on the automobile loan contracts may differ from the sponsor’s historical portfolio or securitization pool loss and delinquency levels.		The delinquency and loss levels of the automobile loan contracts owned by the issuing entity may not correspond to the historical levels the sponsor experienced on its automobile loan contract portfolio or in prior securitized pools of similar assets. There is a risk that delinquencies and losses could increase or decline significantly for various reasons, including changes in the local, regional or national economies.
Noteholders have no recourse against the sponsor for losses.		The depositor, the issuing entity and the noteholders will have no recourse against the sponsor other than (i) for breaches of certain representations and warranties with respect to the automobile loan contracts and (ii) for certain breaches of the sponsor’s obligations, in its capacity as servicer, under the transaction documents. The notes represent obligations solely of the issuing entity. The notes are not guaranteed, in whole or in part, by the sponsor, the servicer, the trustee, the trust collateral agent or any other party. Consequently, if payments on the automobile loan contracts and the credit enhancement are insufficient to pay the notes in full, you will have no rights to obtain payment from the sponsor.

 

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Defaulted automobile loan contracts may result in a delay in payments to noteholders and a loss of your investment.		In the event that the servicer must repossess and dispose of vehicles to recover scheduled payments due on defaulted automobile loan contracts, the issuing entity may not realize the full amount due on an automobile loan contract, or may not realize the full amount on a timely basis. Other factors that may affect the ability of the issuing entity to realize the full amount due on an automobile loan contract include whether endorsements or amendments to certificates of title relating to the vehicles had been filed or such certificates have been delivered to the trustee or trust collateral agent; whether financing statements to perfect the security interest in the automobile loan contracts had been filed; depreciation, obsolescence, damage or loss of any vehicle; a market deterioration for recoveries from repossessed vehicles; and the application of federal and state bankruptcy and insolvency laws. As a result, you may be subject to delays in receiving payments and suffer loss of your investment in the notes.
Transfer of servicing may delay payments to you.		The transaction documents contain provisions that could result in the termination of the sponsor’s servicing rights. If the sponsor were to cease servicing the automobile loan contracts, delays in processing payments on the automobile loan contracts and information regarding automobile loan contract payments could occur. This could delay payments to you. Furthermore, the transaction documents require that the terminated servicer pay the reasonable costs and expenses of transferring servicing to a successor servicer. If the terminated servicer were unable or unwilling to pay such costs and expenses, the transition of servicing responsibilities could be disrupted, which could further delay payments to you. There is no guarantee that a replacement servicer would be able to service the automobile loan contracts with the same capability and degree of skill as the sponsor. See “Description of the Transaction Documents—Servicer Termination Event” for more information about servicer termination events and servicing transfers.
Inability of the sponsor to reacquire automobile loan contracts which breach a representation or warranty may cause your payments to be reduced or delayed.		The transaction documents require the sponsor to reacquire automobile loan contracts from the trust property if representations and warranties concerning the automobile loan contracts’ eligibility for sale to the issuing entity have been breached to the extent the interests of the noteholders are materially and adversely affected by such breach. If the sponsor is unable to reacquire the automobile loan contracts, no other party is obligated to perform or satisfy these obligations, and you may experience delays in receiving payments and suffer losses on your investment in the notes as a result.
Inadequate insurance on vehicles may cause losses on your investment.		Each automobile loan contract requires the obligor to maintain insurance covering physical damage to the financed vehicle, with the sponsor named as a loss payee. The obligors select their own insurers to provide the required coverage, so the specific terms and conditions of their insurance policies vary.

 

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		In addition, although each automobile loan contract generally gives the sponsor the right to obtain force-placed insurance coverage in the event the required physical damage insurance on a vehicle is not maintained by an obligor, neither the sponsor nor the servicer is obligated to obtain force-placed coverage and neither is in the practice of obtaining force-placed insurance coverage. In most cases, the sponsor does not typically obtain forced-placed insurance on the automobile loan contracts. In the event insurance coverage is not maintained by obligors and coverage is not force-placed, then insurance recoveries may be limited in the event of losses or casualties to financed vehicles related to the automobile loan contracts included in the trust property, and you could suffer a loss on your investment.
Limitations on interest payments and repossessions may cause losses on your investment.		Generally, under the terms of the Servicemembers Civil Relief Act and similar state legislation, a lender may not charge an obligor who enters military service after the origination of the automobile loan contract interest, including fees and charges, above an annual rate of 6% during the period of the obligor’s active duty status, and for an additional 12-month period afterward, unless a court orders otherwise upon application of the lender. It is possible that this action could affect the servicer’s ability to collect full amounts of interest on some of the automobile loan contracts. In addition, this legislation imposes limitations that would impair the servicer’s ability to repossess an affected financed vehicle during the obligor’s period of active duty status, and for an additional 12-month period afterward. Thus, in the event that these automobile loan contracts go into default, there may be delays in receiving payments and you could suffer losses on your investment in the notes.
The sponsor’s cashflow could be adversely affected by any negative performance of automobile loan contracts in the sponsor’s servicing portfolio.		The sponsor is the holder of the residual interests in the depositor and the depositor will initially be the holder of the residual interest in the issuing entity. For so long as the depositor is the holder of the residual interest in the issuing entity, the sponsor will be the ultimate recipient of excess cash flow received by the issuing entity. The amount of such excess cash flow released to the sponsor will be dependent on the performance of the trust property. In the event that there is no excess cash flow because of the performance of the trust property, the sponsor may become unable to act as servicer and there may be delays in receiving payments.   In cases where there is no excess cash flow because of the performance of the trust property or where excess cash flow does not flow to the sponsor and is instead used to increase credit enhancement, the sponsor will nonetheless continue to receive servicing fees, subject to the priority of payments, and will continue to receive those fees for so long as it remains the servicer under the transaction.

 

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Failure to amend or reissue the certificates of title to the financed vehicles may cause you to experience delays in payments or losses.		None of the sponsor, the depositor, the issuing entity, the trustee, trust collateral agent or any other party will amend or reissue the certificates of title to the financed vehicles to note their sale to the issuing entity or the grant of a security interest in the vehicles to the trust collateral agent by the issuing entity. Because the certificates of title will not be amended or reissued, the issuing entity may not have a perfected security interest in the financed vehicles securing the automobile loan contracts originated in some states. In the event that an automobile loan contract originated in any such state goes into default, you may experience delays in receiving payments and losses on your investment in the notes.
Changes to the U.S. federal income tax laws could affect the notes.		[Congress recently enacted the “Tax Cuts and Jobs Act” which made numerous changes to the U.S. federal income tax laws. The interpretation of many provisions of the new law is still unclear. We cannot predict when or to what extent any U.S. federal tax laws, regulations, interpretations or rulings clarifying this new law will be issued or the impact of any such guidance on noteholders. Prospective investors are urged to consult their tax advisors regarding the effect of the Tax Cuts and Jobs Act and other potential changes to the U.S. federal tax laws prior to purchasing the notes.]

 

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Use of Proceeds

The depositor will use the proceeds from offering the notes to:

 

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pay the sponsor the purchase price for the automobile loan contracts;

 

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[deposit the pre-funded amount into the pre-funding account;] and

 

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fund the initial deposit to the reserve account, on behalf of the issuing entity.

The depositor or its affiliates may use the net proceeds from the issuance of the notes to pay their debt, including “warehouse” debt secured by some or all of the automobile loan contracts prior to their sale to the issuing entity. This “warehouse” debt may be owed to one or more of the underwriters or their affiliates, so a portion of the proceeds that is used to pay “warehouse” debt may be paid to the underwriters or their affiliates. No expenses incurred in connection with the selection and acquisition of the automobile loan contracts will be paid for from the offering proceeds.

The Sponsor and the Servicer

The sponsor and servicer for the notes will be AmeriCredit Financial Services, Inc., or AmeriCredit. AmeriCredit was incorporated in Delaware on July 22, 1992. AmeriCredit’s executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102; telephone (817) 302-7000.

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 21, 2010, AmeriCredit Corp. became a wholly-owned subsidiary of General Motors Holdings LLC. General Motors Holdings LLC is in turn a wholly-owned subsidiary of General Motors Company, or GM. AmeriCredit Corp. was subsequently renamed General Motors Financial Company, Inc., or GM Financial. AmeriCredit continues to be a wholly-owned and the primary operating subsidiary of GM Financial.

The sponsor originated 100% of the automobile loan contracts included in this transaction. The sponsor purchases automobile loan contracts that are originated and assigned to it by automobile dealers and, at times, has originated automobile loan contracts directly with consumers.

The sponsor services all automobile loan contracts that it purchases or originates, though some servicing functions are performed by affiliates of the sponsor, according to the sponsor’s servicing policies as described below. As of [quarter end date], the sponsor serviced a portfolio in North America of approximately              automobile loan contracts with an aggregate outstanding balance of approximately $            . See “The Sponsor’s Automobile Financing Program” for more information regarding the sponsor’s business and “The Sponsor’s Securitization Program” for information regarding the sponsor’s securitization program.

The sponsor will sell and assign the pool of [initial automobile loan contracts and the subsequent] automobile loan contracts to the depositor pursuant to a purchase agreement [and supplements thereto]. If it is discovered that the sponsor has breached certain representations or warranties under the purchase agreement with respect to an automobile loan contract, the sponsor will be obligated to repurchase the affected automobile loan contract from the depositor to the extent the interests of the noteholders therein are materially and adversely affected by such breach. See “The Automobile Loan Contracts—Repurchase Obligations” for more information regarding the representations and warranties that the sponsor will make regarding the automobile loan contracts and its repurchase obligations under the purchase agreement.

 

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[Insert recent, material corporate developments regarding the sponsor. Insert information regarding the sponsor’s financial condition to the extent that there is a material risk that the effect on its ability to comply with the repurchase obligations resulting from its financial condition could have a material impact on performance of the automobile loan contracts or the notes.]

The transaction documents for prior pools of automobile loan contracts that were securitized by the sponsor under any automobile loan securitization program contain covenants requiring the repurchase of automobile loan contracts for the breach of a related representation or warranty. During the three year period ended             , 20    , [none of the sponsor or the depositor, or the trust collateral agent or the owner trustee for any of those prior securitizations, received a demand to repurchase any automobile loan contracts underlying a securitization sponsored by the sponsor, and there was no activity with respect to any demand made prior to such period]. The sponsor, as securitizer, discloses all fulfilled and unfulfilled repurchase requests for automobile loan contracts that were the subject of a demand to repurchase on SEC Form ABS-15G. The sponsor furnished its most recent Form ABS-15G pursuant to Rule 15Ga-1 of the Exchange Act with the SEC on             , 20    . The sponsor’s CIK number is 0001002761.

Under the sale and servicing agreement, the sponsor will service the automobile loan contracts and will be compensated for acting as the servicer. The servicer’s activities consist primarily of collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent in payment of an installment, maintaining the security interests in the financed vehicles and arranging for the repossession of the financed vehicles, liquidation of collateral and pursuit of deficiencies when necessary. See “The Sponsor’s Automobile Financing Program—Loan Servicing” for more information regarding the sponsor’s general servicing procedures. See “Description of the Transaction Documents—Servicing Compensation” for more information regarding the servicer’s duties under the sale and servicing agreement.

In its capacity as servicer, the sponsor will be responsible for holding (or, with respect to any automobile loan contracts that are electronic chattel paper, maintaining in electronic format) the automobile loan contracts and the related automobile loan contract files on behalf of the trust collateral agent. The sponsor will ensure that the automobile loan contracts and the related automobile loan contract files are clearly identified as being separate from other records. See “Material Legal Aspects of the Automobile Loan Contracts—Security Interests in the Financed Vehicles— Perfection” for more information regarding the sponsor’s custodial duties with respect to the automobile loan contracts and the related automobile loan contract files.

As long as the sponsor is the servicer, the certificates of title of the financed vehicles will not be amended or reissued to note the sale of the automobile loan contracts by the sponsor to the depositor or the sale of the automobile loan contracts by the depositor to the issuing entity or the grant of a security interest in the related financed vehicles to the trust collateral agent by the issuing entity. Because the certificates of title are not amended, the issuing entity may not have a perfected security interest in financed vehicles originated in some states. See “Material Legal Aspects of the Automobile Loan Contracts” for more information regarding the certificates of title relating to the automobile loan contracts.

General Motors Financial of Canada, Ltd., or GMF of Canada, is a wholly-owned subsidiary of the sponsor that operates a servicing center in Peterborough, Ontario. GMF of Canada was incorporated in the province of Ontario on May 25, 1998. GMF of Canada has been servicing subprime automobile loan contracts since 2001 through its wholly-owned subsidiary, AmeriCredit Service Center Ltd., which merged with GMF of Canada on December 31, 2003. GMF of Canada utilizes the sponsor’s standardized servicing policies and procedures and operates on the same single, unified and interconnected software platform that the sponsor’s other servicing centers utilize, all of which are described under “The Sponsor’s Automobile Financing Program—Loan Servicing.” GMF of Canada is managed by the same executive

 

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officers of the sponsor that oversee the rest of the sponsor’s operations, including servicing through its other servicing centers. GMF of Canada is operated as a separate legal entity from the sponsor due solely to the location of its servicing center in a foreign jurisdiction, despite being operated identically to the sponsor’s other servicing centers and not as a stand-alone entity (other than as is required for regulatory and corporate governance purposes).

GMF of Canada will service a portion of the automobile loan contracts on behalf of the issuing entity. GMF of Canada will service these automobile loan contracts pursuant to the Amended and Restated Servicing Agreement between GMF of Canada, as successor in merger to AmeriCredit Service Center Ltd., and the sponsor, as amended as of January 1, 2006, in accordance with the sale and servicing agreement and in accordance with the sponsor’s customary servicing policies and procedures, using the degree of skill and attention that the sponsor exercises with respect to all comparable automobile loan contracts that it services for itself or others. No delegation or sub-contracting by the sponsor of its duties under the sale and servicing agreement to GMF of Canada shall relieve the sponsor of its responsibility with respect to such duties.

The sponsor will be the initial servicer, but as described under “Description of the Transaction Documents—Servicer Termination Event” there are circumstances where the sponsor may be removed as servicer. Information regarding the manner in which the sponsor may be removed as servicer following the occurrence of a Servicer Termination Event and the manner in which a successor servicer may be appointed is described under “Description of the Transaction Documents — Rights Upon Servicer Termination Event.”

[Information on the servicer’s financial condition to the extent that there is a material risk that the effect on one or more aspects of servicing resulting from such financial condition could have a material impact on pool performance of the securities for assets of the same type will be disclosed here.]

The Depositor

AFS SenSub Corp., the sponsor’s wholly-owned subsidiary, is a Nevada corporation, incorporated in October 2000. The depositor’s address is 2215-B Renaissance Drive, Suite 10, Las Vegas, Nevada 89119; telephone (702) 932-4914.

The depositor is a special-purpose entity that was formed for the limited purpose of purchasing automobile loan contracts from the sponsor and transferring the automobile loan contracts to third parties and any activities incidental or necessary for this purpose.

The depositor will purchase the pool of [initial automobile loan contracts and the subsequent] automobile loan contracts from the sponsor pursuant to a purchase agreement and [supplements thereto and] will sell the [initial automobile loan contracts and the subsequent] automobile loan contracts to the issuing entity pursuant to the sale and servicing agreement [and supplements thereto]. If it is discovered that the depositor has breached certain representations or warranties under the sale and servicing agreement with respect to an automobile loan contract, the depositor will be required to repurchase the affected automobile loan contract from the issuing entity if the interests of the noteholders therein are materially and adversely affected by the breach. In this case, the sponsor will be obligated to repurchase the affected automobile loan contract from the depositor pursuant to the purchase agreement. See “The Automobile Loan Contracts—Repurchase Obligations” for more information regarding the representations and warranties that the depositor will make regarding the automobile loan contracts and its repurchase obligations under the sale and servicing agreement.

 

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The sponsor and the depositor have structured this transaction so that the bankruptcy of the sponsor is not expected to result in the consolidation of the depositor’s assets and liabilities with those of the sponsor. On the closing date, the depositor will receive a legal opinion, subject to various facts, assumptions and qualifications, opining that if the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to disregard the separate corporate existence of the depositor and to require the consolidation of the depositor’s assets and liabilities with those of the sponsor. However, there can be no assurance that a court would not conclude that the assets and liabilities of the depositor should be consolidated with those of the sponsor. Delays in distributions on the notes and possible reductions in distribution amounts could occur if a court decided to consolidate the depositor’s assets with those of the sponsor, or if a filing were made under any bankruptcy or insolvency law by or against the depositor, or if an attempt were made to litigate any of those issues.

In connection with the offering of the notes, the chief executive officer of the depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the automobile loan contracts and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction is structured to produce sufficient cash flows to make interest and principal payments on the notes when due. This certification will be filed by the depositor with the SEC at the time of filing of this prospectus. Despite the fact that the chief executive officer will make these certifications, this does not reduce or eliminate the risks of investing in the notes.

The Issuing Entity

AmeriCredit Automobile Receivables Trust 20    -    , the issuing entity, is a Delaware statutory trust formed under a trust agreement to consummate the transactions described in this prospectus. The issuing entity’s principal offices are in Wilmington, Delaware, in care of the owner trustee at the address listed under “The Owner Trustee.”

The depositor will, on or prior to the closing date, transfer to the issuing entity an amount equal to $1.00 as the initial capitalization of the trust. In addition, the depositor will pay organizational expenses of the trust as they may arise.

The issuing entity will not engage in any activities other than:

 

•

acquiring, holding and managing the automobile loan contracts and its other assets and proceeds from its assets;

 

•

selling automobile loan contracts from time to time, as directed by the servicer, in accordance with the provisions of the sale and servicing agreement;

 

•

issuing the notes and the residual certificate (which represents the residual interest in the issuing entity);

 

•

making payments on the notes and the residual certificate;

 

•

entering into and performing its obligations under the transaction documents to which it is a party;

 

•

[entering into the hedge agreement;] and

 

•

engaging in other activities that are necessary, suitable or convenient to accomplish these activities.

 

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Modifications to the trust agreement, including to the foregoing permissible activities, may be made by the depositor and the owner trustee, upon notice by the depositor to the engaged NRSROs and with the consent of, in certain cases, the holder of the residual certificate and holders of a majority of the then-outstanding principal balance of the notes [and the hedge counterparty], in all cases subject to the limitations set forth in the trust agreement.

The issuing entity will use the proceeds from the initial sale of the notes to purchase the [initial] automobile loan contracts from the depositor and to fund the initial deposit to the reserve account[ and to fund deposits to the pre-funding account and the capitalized interest account]. In addition to the automobile loan contracts, the issuing entity will own the trust property, described in “The Trust Property.”

[The/Each] sale of the automobile loan contracts by the depositor to the issuing entity will be treated as a financing rather than as a sale for accounting purposes. The depositor will represent and warrant that the trust collateral agent, acting on behalf of the noteholders, will have a first priority perfected security interest in the automobile loan contracts by reason of the indenture and the filing of a UCC-1 financing statement by the issuing entity in the State of Delaware which will give notice of the security interest in favor of the trust collateral agent. The issuing entity will be required to maintain such perfected security interest.

The issuing entity may not, without the prior written consent of the owner trustee: (a) institute any proceedings to be adjudicated as bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to it; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the issuing entity or a substantial part of its property; (e) make any assignment for the benefit of the issuing entity’s creditors; (f) admit in writing its inability to pay its debts generally as they become due; or (g) take any action in furtherance of any of the foregoing (any of the foregoing, a bankruptcy action). In considering whether to give or withhold written consent to any of these actions by the issuing entity, the owner trustee, with the consent of the certificateholder, shall consider the interests of the noteholders in addition to the interests of the issuing entity and whether the issuing entity is insolvent. The owner trustee will have no duty to give written consent to any of these actions by the issuing entity if the owner trustee has not been furnished a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the issuing entity is then insolvent.

The owner trustee (as such and in its individual capacity) will not be personally liable to any person on account of the owner trustee’s good faith reliance on the provisions of the trust agreement regarding a bankruptcy action or in connection with the owner trustee’s giving prior written consent to a bankruptcy action by the issuing entity in accordance with the trust agreement, or withholding such consent, in good faith, and neither the issuing entity nor any certificateholder will have any claim for breach of fiduciary duty or otherwise against the owner trustee (as such and in its individual capacity) for giving or withholding its consent to any such bankruptcy action. No certificateholder of the issuing entity has the power to commence any bankruptcy actions on behalf of the issuing entity or to direct the owner trustee to take any such actions on the part of the issuing entity. To the extent permitted by applicable law, the consent of the trust collateral agent must be obtained prior to taking any bankruptcy action by the issuing entity.

Furthermore, the issuing entity has structured this transaction so that the bankruptcy of the depositor or the sponsor is not expected to result in the consolidation of the issuing entity’s assets and liabilities with those of the depositor or the sponsor. On the closing date, the issuing entity will receive a legal opinion, subject to various facts, assumptions and qualifications, opining that if the depositor or the sponsor were adjudged bankrupt, it would not be a proper exercise of a court’s equitable discretion to

 

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disregard the separate corporate existence of the issuing entity and to require the consolidation of the issuing entity’s assets and liabilities with those of the depositor or the sponsor, as applicable. However, there can be no assurance that a court would not conclude that the assets and liabilities of the issuing entity should be consolidated with those of the depositor or sponsor, as appropriate.

[The residual certificate (which represents the residual interest in the issuing entity) will be issued pursuant to the trust agreement and will initially be held by the depositor, the entity that formed the issuing entity. The residual certificate [is intended to]/[will] constitute an “eligible horizontal residual interest” under Regulation RR of the Exchange Act because it is an interest in the issuing entity (i) with respect to which on any distribution date on which the issuing entity has insufficient funds to satisfy its obligation to pay all contractual interest or principal due, any resulting shortfall will reduce amounts payable to the residual certificate prior to any reduction in the amounts payable to any class of notes and (ii) that has the most subordinated claim to payments of both principal and interest by the issuing entity.]

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected assets of the issuing entity as of the closing date:

 

Aggregate Principal Balance of the [Initial] Automobile Loan Contracts		$	_________
[Pre-Funding Account		$	_________	]
[Capitalized Interest Account		$	_________	]
Reserve Account		$	_________

The following table illustrates the expected liabilities of the issuing entity as of the closing date:

 

Class A-1 Notes		$	_________
Class A-2 Notes		$	_________
Class A-3 Notes		$	_________
Class B Notes		$	_________
Class C Notes		$	_________
Class D Notes		$	_________
[Class E Notes]		$	_________
Total		$	_________

The issuing entity’s fiscal year ends on December 31.

The Owner Trustee

[Owner Trustee], the owner trustee, is a                  banking corporation with trust powers incorporated in             . [Owner Trustee’s] principal place of business is located at                                 . [Owner Trustee] has served as owner trustee in numerous asset-backed securities transactions involving automobile loan contracts.

[Insert additional trustee disclosure regarding the trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

The owner trustee has provided the above information for purposes of complying with Regulation AB. Other than the above [two] paragraphs [and except as described under “Legal Proceedings”], [Owner Trustee] has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

 

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Pursuant to the trust agreement, the owner trustee will perform limited administrative functions of the issuing entity including the execution and delivery of the transaction documents and any related certificate or other document to which the issuing entity is a party. The issuing entity will authorize and direct the trustee to authenticate and deliver the notes and the owner trustee will be authorized but not obligated to take all other actions required of the issuing entity pursuant to the transaction documents.

The depositor will indemnify the owner trustee and its officers, directors, successors, assigns, agents and servants against any and all loss, liability or expense incurred by the owner trustee in connection with the performance of its duties under the transaction documents, except that the depositor shall not be liable for or required to indemnify the owner trustee from any loss, liability or expense that results from the owner trustee’s willful misconduct, bad faith or negligence. The owner trustee is obligated to perform only those duties that are specifically assigned to it in the trust agreement. The owner trustee will not be liable for any action taken at the direction of the servicer or the certificateholder in accordance with the transaction documents. The owner trustee will not be required to expend its own funds or incur any financial liability in respect of any of its actions as owner trustee if the owner trustee has reasonable grounds to believe that reimbursement to it of such funds or for such liabilities is not reasonably assured. The owner trustee is not liable for any error of judgment made by it in good faith.

[Owner Trustee] will be the owner trustee initially, but there are certain conditions under which the owner trustee may be removed or may resign, in which case a successor owner trustee will be appointed. See “Description of the Transaction Documents—Replacement of Owner Trustee” for information regarding the owner trustee’s removal, resignation and replacement.

The Trustee and Trust Collateral Agent

The trustee and the trust collateral agent is [trustee], a                          banking association and a wholly-owned subsidiary of                     . Its corporate trust office is located at                                         . A diversified financial services company with approximately $                         in assets,                  million customers and                              employees as of [quarter end date], [Trustee] provides [banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally]. [Trustee] provides [retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services]. The servicer, the depositor and their respective affiliates may maintain normal commercial banking relationships with [Trustee] and its affiliates. The fees and expenses of the trustee and trust collateral agent will be paid by the servicer under the sale and servicing agreement.

[Trustee] has provided corporate trust services since                     . As of                         , 20        , [Trustee] was acting as trustee on more than                  series of automobile loan contracts backed securities with an original aggregate principal balance of approximately $                .

[Insert additional trustee disclosure regarding the trustee’s prior experience serving as a trustee for asset-backed securities transactions. (Regulation AB Item 1109)]

The issuing entity will cause the servicer to indemnify the trustee, the trust collateral agent and their respective officers, directors, employees and agents against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by each of them in connection with the acceptance or the administration of the issuing entity and the performance of its duties under the transaction documents. Neither the issuing entity nor the depositor will be required to indemnify against any loss, liability or expense incurred by the trustee or trust collateral agent through the trustee’s or the trust collateral agent’s own willful misfeasance, negligence except for errors in judgment or bad faith. The trustee is obligated to perform only those duties that are specifically assigned to it in the indenture and the sale and servicing agreement. The trustee may conclusively rely on certificates and opinions furnished to it in accordance with

 

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the indenture. The indenture does not require the trustee to expend or risk its own funds or otherwise incur financial liability if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. The trustee is not liable for any error of judgment made by it in good faith. The trustee will not be liable with respect to any action it takes or omits to take pursuant to directions from the noteholders in accordance with the indenture. See “Description of the Notes” for more information regarding the trustee’s duties under the indenture and the trust collateral agent’s duties under the sale and servicing agreement.

[Trustee] will be the trustee and trust collateral agent initially, but there are certain conditions under which the trustee and trust collateral agent may be removed or may resign, in which case a successor trustee and trust collateral agent will be appointed. See “Description of the Transaction Documents—Replacement of Trustee” for information regarding the trustee’s and the trust collateral agent’s removal, resignation and replacement.

The Asset Representations Reviewer

                         , a                             , will act as the “asset representations reviewer” under the asset representations review agreement. [Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

The asset representations reviewer is an “eligible asset representations reviewer,” meaning that (i) it is not affiliated with the sponsor, the depositor, the servicer, the trustee, the owner trustee or any of their affiliates, (ii) neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the automobile loan contracts and (iii) it is not responsible for reviewing the automobile loan contracts for compliance with the representations under the transaction documents, except in connection with a review under the asset representations review agreement, or for determining whether noncompliance with any representation is a breach of the transaction documents.

The asset representations reviewer’s main duties will be:

 

•

reviewing certain automobile loan contracts following receipt of a review notice from the trustee, and

 

•

providing a report on the results of the review to the issuing entity, the servicer and the trustee.

See “Description of the Transaction Documents—Asset Representations Review Triggers and Procedures—Asset Representations Review Procedures” for a description of the nature of the review to be performed by the asset representations reviewer.

The asset representations reviewer will not be liable for any action, omission or error in judgment unless it is due to willful misconduct, bad faith or negligence by the asset representations reviewer. The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the automobile loan contracts.

The issuing entity will, or will cause the servicer to, indemnify the asset representations reviewer for liabilities and damages resulting from the asset representations reviewer’s performance of its duties under the asset representations review agreement unless caused by the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or as a result of any breach of representations made by the asset representations reviewer in the asset representations review agreement.

 

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The issuing entity will pay the upfront and annual fees and review fees of the asset representations reviewer and pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the servicer. The issuing entity will pay these amounts to the asset representations reviewer on each distribution date, along with similar amounts owed to the trustee, the trust collateral agent and the owner trustee and expenses incurred by the issuing entity under the transaction documents (subject, in each case, to the applicable cap on such amounts described under “Description of the Transaction Documents—Distributions—Distribution Date Payments”), before the trust makes any other payments to items with a lower payment priority.

The asset representations reviewer may not resign, unless (i) it ceases to be an eligible asset representations reviewer, (ii) it becomes legally unable to act or (iii) the issuing entity consents to the resignation. The issuing entity may remove the asset representations reviewer if the asset representations reviewer becomes legally unable to act or becomes subject to a bankruptcy and will be required to remove the asset representations reviewer if it no longer is an eligible asset representations reviewer. No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer is in place. Any successor asset representations reviewer must be an eligible asset representations reviewer.

If during any collection period the asset representations reviewer resigns or is removed, replaced or substituted, or if a new asset representations reviewer is appointed, the date on which the event occurred and the circumstances surrounding the change will be indicated on the distribution report filed on Form 10-D relating to that collection period. Additionally, if a new asset representations reviewer has been appointed, information regarding that party will also be provided in the Form 10-D.

[The Hedge Counterparty]

[Information in this section will be provided by each individual hedge counterparty on a deal by deal basis]

[Include:

 

•

The name of the hedge counterparty;

 

•

The organizational form of the hedge counterparty; and

 

•

The general character of the business of the hedge counterparty.

 

•

Financial information: If the aggregate significance percentage related to the hedge counterparty is (i) 10% or more, but less than 20%, financial data required by Item 301 of Regulation S-K will be provided for the hedge counterparty or (ii) 20% or more, financial statements meeting the requirements of Regulation S-X (§§210.1-01 through 210.12-29), except §210.3-05 and Article 11, will be provided for the hedge counterparty.]

See “Description of the Transaction Documents—The Hedge Agreement” in this prospectus for a description of the hedge agreement.]

The Sponsor’s Automobile Financing Program

General

The sponsor is a leading automobile finance company that has been operating in the automobile finance business in North America since September 1992. The sponsor’s consumer automobile finance programs include full credit spectrum lending and leasing offered through GM-franchised dealers under the “GM Financial” brand. The sponsor also offers a subprime lending product through both GM and non-GM-franchised and select independent dealers under the “AmeriCredit” brand. In addition, the sponsor offers a commercial lending program primarily for GM-franchised dealers.

 

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The sponsor purchases automobile loan contracts, generally without recourse, for new and used vehicles purchased by consumers and, to a lesser extent has at times made automobile loans directly to customers buying new and used vehicles. The sponsor services its loan portfolio at regional centers using automated loan servicing and collection systems.

As GM’s captive finance subsidiary, the sponsor’s business strategy includes increasing the amount of new GM automobile sales by offering a broad spectrum of competitive financing programs, while at the same time continuing to remain a valuable financing source for loans for non-GM franchised dealerships. In addition, the sponsor is the exclusive provider for lease financing products for new GM vehicles and also offers commercial lending services for GM-franchised dealerships. The sponsor sources its business primarily through its relationships with automobile dealers, which are maintained through its regional credit centers and marketing representatives (dealer account representatives).

Certain of the sponsor’s automobile finance programs are designed to serve customers who have limited access to automobile financing through traditional financing sources, such as banks and credit unions. These borrowers typically have experienced prior credit difficulties or have limited credit histories. Because the sponsor at times serves customers who are unable to meet the credit standards imposed by many traditional financing sources, in these instances the sponsor generally charges higher interest rates than those charged by such sources. Because the sponsor may provide financing in this relatively high-risk market, the sponsor also expects to sustain a higher level of delinquencies and credit losses on these specific automobile loan contracts.

Origination Network

The sponsor’s origination platform provides specialized focus on marketing and financing programs and underwriting automobile loan contracts. Responsibilities are segregated so that the sales group markets the sponsor’s programs and products to its dealer customers, while the underwriting group focuses on underwriting, negotiating and closing applications submitted by those dealers. The sales and underwriting groups are further segregated, with separate teams servicing GM-franchised dealers and non-GM-franchised dealers. This structure allows the sponsor to maintain efficient service for its non-GM-franchised dealers while providing GM-franchised dealers the broader loan, lease and commercial lending products. All underwriters are based in credit centers while the dealer account representatives are aligned with the credit centers and work remotely in their service areas. The sponsor believes that the personal relationships its credit underwriters and dealer account representatives establish with the dealers’ staff are an important factor in creating and maintaining productive relationships with its dealer customer base.

The sponsor selects markets for credit center locations based upon numerous factors, most notably proximity to the geographic markets and dealers it seeks to serve and availability of qualified personnel. Credit centers are typically situated in suburban office buildings.

Credit centers are staffed by a credit center vice president, regional credit managers, credit managers and credit underwriting specialists. The credit center vice president reports to a senior vice president in the sponsor’s corporate office. Credit center personnel are compensated with base salaries and incentives based on overall credit center performance, which includes factors such as credit quality, pricing adequacy and volume objectives. The credit center vice presidents, regional credit managers and senior vice presidents monitor credit center compliance with the sponsor’s underwriting guidelines. The sponsor’s management information systems provide these managers with access to credit center information, enabling them to consult with credit center teams on credit decisions and assess adherence to the sponsor’s credit policies. Additionally, information systems and underwriting systems have systemic controls which limit an underwriter from approving business outside of their assigned credit authority. The senior vice presidents also make periodic visits to the credit centers to conduct operational reviews.

 

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Dealer account representatives typically work from a home office but are aligned with a credit center. They solicit dealers for applications and maintain the sponsor’s relationships with the dealers in their geographic vicinity, but do not have responsibility for credit approvals. The sponsor believes the local presence provided by its dealer account representatives enables it to be more responsive to dealer concerns and local market conditions. Applications solicited by the dealer account representatives are underwritten at the credit centers. The dealer account representatives are compensated with base salaries and incentives based on automobile loan contract dealer penetration rates and volume objectives. The dealer account representatives report to regional sales managers, who report to sales vice presidents. The sales vice presidents report to a senior vice president in the sponsor’s corporate office.

Marketing

As an indirect auto finance provider, the sponsor focuses its marketing activities on automobile dealers. The sponsor is selective in choosing the dealers with whom it conducts business and primarily pursues both GM-franchised and non-GM-franchised dealerships with new and used car operations; however, the sponsor also conducts business with a limited number of independent dealerships. The sponsor finances new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low-mileage used vehicles.

The sponsor maintains non-exclusive relationships with the dealers. The sponsor actively monitors its dealer relationships with the objective of maximizing the volume of applications received from dealerships with whom it does business that meet its underwriting standards and profitability objectives. Due to the non-exclusive nature of the sponsor’s relationships with dealers, the dealers retain discretion to determine whether to obtain financing from the sponsor or from another source for a customer seeking to make a vehicle purchase. The sponsor’s representatives regularly contact and visit dealers to solicit new business and to answer any questions dealers may have regarding the sponsor’s financing programs and capabilities and to explain the sponsor’s underwriting philosophy.

The sponsor generally purchases finance contracts without recourse to the dealership. Accordingly, the dealership has no liability to the sponsor if the consumer defaults on the contract. The dealership typically makes certain representations as to the validity of the contract and compliance with certain laws, and indemnifies the sponsor against any claims, defenses and set-offs that may be asserted against the sponsor because of assignment of the contract or the condition of the underlying collateral. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealership has insufficient financial resources to perform upon such representations and indemnities. The sponsor does not view recourse against the dealership on these representations and indemnities to be of material significance in its decision to purchase finance contracts from a dealership. Depending upon the contract structure and consumer credit attributes, the sponsor may charge dealerships a non-refundable acquisition fee and/or pay dealerships a participation fee when purchasing finance contracts. These fees are assessed on a contract-by-contract basis.

Manufacturer Relationship

The sponsor coordinates with GM [and other new vehicle manufacturers], to establish marketing programs for loan products. The sponsor has programs with GM [and other new vehicle manufacturers], typically known as subvention programs, under which [GM provides]/[the new vehicle manufacturers provide] the sponsor cash payments in order for the sponsor to offer lower interest rates on automobile loan contracts it purchases from [GM’s]/[the related new vehicle manufacturer’s]dealership network.

 

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These programs serve the sponsor’s goal of increasing new automobile loan contract originations and [GM’s]/[the related vehicle manufacturer’s] goal of making credit more available to consumers purchasing vehicles sold by [GM]/[the related new vehicle manufacturer]. The programs may include special-rate financing, down payment assistance and cash payments directly to dealers. Under these subvention programs, the sponsor determines the appropriate amount to charge GM for the vehicles contracted under a specific subvention program. In determining this amount, consideration is given to the subvented rate and automobile loan contract term as well as an applicant’s risk profile. The combined subvented support payments are paid by GM directly to the sponsor and do not constitute cashflow that is available to make payments on any notes.

Direct Lending

In addition to purchasing automobile loan contracts originated by dealers, the sponsor may originate automobile loan contracts directly with consumers. [An immaterial number of the automobile loan contracts were directly originated with consumers.]/[Insert additional disclosure about applicable direct lending programs if a material number of the automobile loan contracts were directly originated with consumers.]

Credit Underwriting

The sponsor offers a broad spectrum of financing options to consumers, including subprime consumers who may be unable to obtain financing from traditional sources. Underwriting loans, especially subprime loans, is largely a judgmental process, but the sponsor’s underwriting process is also supported by its proprietary credit scoring system. The sponsor utilizes underwriting guidelines to achieve a given business strategy. These guidelines are dependent upon risk tolerances which may, and often do, change depending on many different factors, including but not limited to the sponsor’s strategic objectives, market demand for automobile finance including subprime loans, access to and cost of financing, the overall economic environment, consumer credit trends and the volatility in used car pricing. The following paragraphs discuss in more detail the sponsor’s proprietary credit scoring system, underwriting guidelines and the underwriting process.

The sponsor utilizes a proprietary credit scoring system to support the credit approval process. This credit scoring system was developed through statistical analysis of the sponsor’s consumer demographic and portfolio databases consisting of data the sponsor has collected over its more than 20 years of operating history. Credit scoring is used to differentiate credit applicants and to statistically rank order credit risk in terms of expected default rates, which enables the sponsor to evaluate credit applications for approval and tailor automobile loan contract pricing and structure. For example, if a consumer has a lower score, that indicates a higher probability that they will default on an automobile loan contract. In evaluating an application from such a consumer the sponsor would either decline their application, or, if it approves the application, it would compensate for this higher default risk through the structuring and pricing of the automobile loan contract. While the sponsor employs a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk and so some portion of the consumers that the sponsor lends to will default in their payment obligations under their automobile loan contracts despite the sponsor’s underwriting processes. Adverse determinations in evaluating automobile loan contracts for purchase, changes in individual consumers’ circumstances after they enter into their automobile loan contracts or changes in certain macroeconomic factors after the sponsor purchases automobile loan contracts could all negatively affect the credit performance of individual automobile loan contracts and the sponsor’s overall automobile loan contracts portfolio.

 

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The sponsor’s proprietary credit scoring system incorporates data contained in the customer’s credit application, credit bureau report and other third-party data sources as well as the structure of the proposed automobile loan contract and produces a statistical assessment of these attributes. This assessment is used to rank-order applicant risk profiles and recommends the price the sponsor should charge for different risk profiles. The sponsor’s credit scorecards are monitored through comparison of actual performance versus projected performance by score. Periodically, the sponsor refines its proprietary scorecards based on new information, including identified correlations between automobile loan contract performance and data obtained in the underwriting process.

In addition to the sponsor’s proprietary credit scoring system, management sets other underwriting guidelines. These underwriting guidelines are comprised of numerous evaluation criteria, including: (i) identification and assessment of the applicant’s willingness and capacity to repay the automobile loan contract, including consideration of credit history and performance on past and existing obligations; (ii) credit bureau data; (iii) collateral identification and valuation; (iv) payment structure and debt ratios; (v) insurance information; (vi) employment, income and residency verifications, as considered appropriate; and (vii) in certain cases, the creditworthiness of a co-obligor. These underwriting guidelines, and the minimum credit risk profiles of applicants the sponsor will approve as rank-ordered by the credit scorecards, are subject to change from time to time based on economic, competitive and capital market conditions as well as the sponsor’s overall origination strategies.

The sponsor purchases individual automobile loan contracts through the sponsor’s underwriting specialists in regional credit centers using a credit approval process tailored to local market conditions. Underwriting personnel have a specific credit authority based upon their experience and historical automobile loan contract portfolio results as well as established credit scoring parameters. More experienced specialists are assigned higher approval levels. If the suggested loan application attributes and characteristics exceed an underwriting specialist’s credit authority, each specialist has the ability to escalate the loan application to a more senior underwriter with a higher level of approval authority. Authorized senior underwriting officers may approve any automobile loan contract application in accordance with underwriting guidelines. Although the credit approval process is decentralized, the sponsor’s application processing system includes controls to ensure that credit decisions comply with the sponsor’s current credit scoring strategies and underwriting policies and procedures, including approval authorities.

Credit applications are evaluated based on a judgmental review process following an initial assessment using the sponsor’s automated credit scoring system. Under this initial review process, automobile loan contract application packages completed by prospective obligors are received electronically, through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into the sponsor’s application processing system, a credit bureau report and other third-party data sources are automatically accessed and a proprietary credit score is computed. Some applications received by the sponsor fail to meet the sponsor’s minimum credit score requirement and are generally declined automatically at this stage, although certain applications that fail to meet the minimum credit score may nonetheless be evaluated and approved based on the following judgmental review process. For applications that are not automatically declined, underwriting personnel of the sponsor continue to review the application package and judgmentally determine whether to approve the application, approve the application subject to conditions that must be met, or deny the application. At this judgmental review stage, the credit applications are individually reviewed by an underwriting specialist, who examines the information utilized in the initial credit scoring system process together with any additional data. The underwriting specialist then makes a decision based on his or her assessment of the credit strengths and weaknesses of the applicant and the terms of the proposed automobile loan contract. The underwriting specialist might condition approval of an automobile loan contract on one or more of a variety of changes, including, but not limited to, a change that would reduce the monthly payment, such as the making of a larger down payment, the substitution of a less expensive vehicle, or some other adjustment to the originally proposed financing terms. Upon the final determination of the collateral and financing terms, the loan application is assigned a final proprietary credit score by the credit scoring system, and a credit decision to approve or reject the loan application is made by the credit underwriter or personnel with the required level of authority. Dealers are contacted regarding credit decisions and declined applicants are also provided with appropriate notification of the decision.

 

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Completed automobile loan contract packages are sent to the sponsor by dealers. Loan documentation is scanned to create electronic images and electronically forwarded to the sponsor’s centralized automobile loan contract processing department. A processing representative verifies certain applicant employment, income and residency information, if necessary. Loan terms, insurance coverage and other information may be verified or confirmed with the customer at this stage. The sponsor contracts with a third-party to maintain the original automobile loan contract and title documents on the sponsor’s behalf.

Once an automobile loan contract is cleared for funding, the funds to purchase that automobile loan contract are electronically transferred to the dealer or in certain instances a check is issued. Upon funding of the automobile loan contract, the sponsor acquires a perfected security interest in the automobile that was financed. Daily reports of newly-originated automobile loan contracts are generated for review by senior operations management. The sponsor’s automobile loan contracts are generally fully amortizing loans with substantially equal monthly installments.

[The sponsor uses programs developed and maintained by service providers that allow the sponsor to complete the entire contracting process electronically. Approximately         % of the automobile loan contract (by aggregate principal balance as of the cutoff date) were originated as electronic automobile loan contracts. Automobile loan contracts that are created electronically are electronically signed by the related obligors and are stored in an electronic vault that is maintained by a third-party to facilitate the process of creating and storing those electronic automobile loan contracts. The third party system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic automobile loan contract as being the single authoritative copy of the automobile loan contact; (ii) manage access to and the expression of the authoritative copy; (iii) identify the sponsor as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record. The sponsor typically does not maintain physical copies of any electronic automobile loan contracts.]

Following the funding of automobile loan contracts, the sponsor’s credit review department analyzes a sample of automobile loan contracts to determine whether underwriting personnel exercised appropriate judgment consistent with the sponsor’s underwriting guidelines, authorization levels and overall corporate strategy. Post-funding credit performance is also monitored and analyzed by the sponsor’s credit risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions.

Credit performance reports track portfolio performance at various levels of detail including total company, credit center and dealership. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new automobile loan contract originations. The sponsor reviews profitability metrics on a consolidated basis, as well as at the geographic region, origination channel, and by credit tier and term. Key application data, credit bureau and credit score information, automobile loan contract structures and terms and payment histories are maintained. The credit risk management department also regularly reviews the performance of the sponsor’s credit scoring system and is responsible for the development and enhancement of the sponsor’s credit scorecards.

 

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Loan Servicing

The sponsor’s servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interest in financed vehicles, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate. As servicer, the sponsor will prepare monthly servicer reports, provide distribution instructions to the trust collateral agent and prepare annual compliance reports.

When an automobile loan contract is originated, the related financed vehicle is required to be covered by a comprehensive and collision insurance policy in accordance with the sponsor’s customary servicing procedures. In addition, the sponsor will have the right, under the sale and servicing agreement, to require each obligor of an automobile loan contract to obtain insurance coverage by acquiring insurance on the obligor’s behalf and charging the obligor the premium payments each month, together with principal and interest and other charges that are incurred to the obligor.

The sponsor uses monthly billing statements to serve as a reminder to customers as well as an early warning mechanism in the event a customer has failed to notify the sponsor of an address change. Approximately 20 days before a customer’s first payment due date and each month thereafter, the sponsor sends the customer a billing statement directing the customer to mail payments to an account established by the servicer. Payment receipt data is then posted to the automobile loan contract accounting system. Payments may also be received from third-party payment processors, such as Western Union, or via electronic transmission of funds. Payment processing and customer account maintenance is performed centrally at the sponsor’s operations centers in Arlington, Texas. The servicer does not customarily advance interest or principal payments on behalf of obligors and the transaction documents do not allow the servicer to make advances with respect to the automobile loan contracts owned by the issuing entity.

Collections

The sponsor services the automobile loan contract portfolio at regional centers located in Arlington, Texas; San Antonio, Texas; Chandler, Arizona; Charlotte, North Carolina; and Peterborough, Ontario. A predictive dialing system is utilized to make telephone calls to customers in the early stages of delinquency. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials telephone numbers of multiple customers from a file of records extracted from the sponsor’s database. Once a connection is made to the automated dialer’s call, the system automatically transfers the call to a collector and the relevant account information to the collector’s computer screen. By eliminating the time spent on attempting to reach customers, the system gives a single collector the ability to contact a larger number of customers daily.

Once an account reaches a certain level of delinquency, it moves to one of the sponsor’s advanced collection units. The objective of these collectors is to resolve the delinquent account. This unit will service the account through resolution. The sponsor may repossess a financed vehicle if an account is deemed uncollectible; the financed vehicle is deemed to be in danger of being damaged, destroyed or hidden; the sponsor determines that the customer is dealing in bad faith; or the customer voluntarily surrenders the financed vehicle to the sponsor.

Statistically-based behavioral assessment models are used in the sponsor’s automobile loan contract servicing activities to project the relative probability that an individual account will have further credit deterioration. The behavioral assessment models are used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio.

 

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At times, the sponsor offers payment deferrals to customers who have encountered temporary financial difficulties that hinder their ability to pay in accordance with their automobile loan contract terms. A deferral allows the customer to move delinquent payments to the end of the automobile loan contract, usually by paying a fee that is calculated in a manner specified by applicable law. The collector reviews the customer’s past payment history and behavioral score and assesses the customer’s desire and capacity to make future payments. Before agreeing to a deferral, the collector also considers whether the deferment transaction complies with the sponsor’s policies and guidelines. Any exceptions to the sponsor’s policies and guidelines for deferrals must be approved in accordance with these policies and guidelines. While payment deferrals are initiated and approved in the collections department, a separate department processes authorized deferment transactions. Exceptions to the deferment guidelines are also monitored by the sponsor’s risk management function.

Repossessions

Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more customer notifications, a prescribed waiting period prior to disposition of the repossessed automobile and return of personal items to the customer. Some jurisdictions provide the customer with reinstatement or redemption rights. Legal requirements, particularly in the event of customer bankruptcy, may restrict the sponsor’s ability to repossess a vehicle or dispose of the vehicle upon repossession. The sponsor engages independent repossession firms to handle repossessions. All repossessions, other than bankruptcy or previously charged-off accounts, must be approved by a collections officer. Upon repossession and after any prescribed waiting period, the repossessed automobile is sold at auction. The value of the collateral underlying the sponsor’s portfolio is updated periodically with a loan-by-loan link to national wholesale auction values. This data, along with the sponsor’s own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities. The sponsor does not sell any vehicles on a retail basis. The proceeds from the sale of a financed vehicle at auction, and any other recoveries, are credited against the balance of the related contract. Auction proceeds from sale of a repossessed financed vehicle and other recoveries are usually not sufficient to cover the outstanding balance of the related contract, and the resulting deficiency is charged-off. The sponsor pursues collection of deficiencies when it deems such action to be appropriate.

The sponsor’s policy is to charge off an automobile loan contract in the month in which the automobile loan contract becomes one-hundred twenty (120) days contractually delinquent if it has not repossessed the related financed vehicle. The sponsor also charges off automobile loan contracts in repossession when the financed vehicle is repossessed and legally available for disposition. A charge-off represents the difference between the net sales proceeds and the outstanding principal balance of the delinquent automobile loan contract including accrued interest.

Risk Management

The sponsor’s credit risk management function is responsible for monitoring the automobile loan contract approval process and supporting the supervisory role of senior operations management. The credit risk management function also regularly reviews the performance of the sponsor’s credit scoring system by tracking actual performance versus projected performance by credit score. It is responsible for development and enhancement of the credit scorecards.

The sponsor’s underwriting and credit decisioning models are regularly modified, updated and enhanced. Post-funding credit performance is monitored and analyzed by the credit risk management department to determine if any process changes are required depending on the sponsor’s strategic objectives and/or economic conditions. Additionally, the sponsor tracks key variables such as applicant data, credit bureau and credit score information, automobile loan contract structures and terms, and payment histories.

 

54

Credit performance reports track portfolio performance at various levels of detail, including total portfolio, credit center and dealer. Various reports and analytical data are generated to monitor credit quality and performance as well as to refine the structure and mix of new automobile loan contract originations. All of this ongoing analysis is regularly reviewed and analyzed by the sponsor to aid in adjusting and improving origination processes and decisioning.

The sponsor’s risk management functions conduct regular reviews of and provides recurring reporting and monitoring on credit center operations, automobile loan contract operations, processing and servicing, collections and other functional areas. The primary objective of the reviews is to identify risks and associated controls and measure compliance with the sponsor’s written policies and procedures. Credit center reviews include a review of compliance with underwriting policies, completeness of automobile loan contract documentation, collateral value assessment and applicant data investigation. In addition, the credit risk management functions perform reviews of the repossession, charge-off, deferment and bankruptcy processes. Written reports are distributed to departmental managers and officers for response and follow-up. Results and responses are also reviewed by senior management.

The Sponsor’s Securitization Program

Under the AmeriCredit Automobile Receivables Trust, or AMCAR, program, which primarily includes sub-prime automobile loan contracts, the sponsor has previously sponsored __ securitizations since 1994. The sponsor also completed three transactions under the AmeriCredit Prime Automobile Receivables Trust, or APART, program between 2007 and 2009, which primarily included prime and near-prime automobile loan contracts. In 2014, the sponsor began to sponsor securitizations backed by automobile lease assets under its GM Financial Automobile Leasing Trust, or GMALT, program; in 2015, the sponsor began to sponsor securitizations backed by dealer floorplan receivables under its GMF Floorplan Owner Revolving Trust, or GFORT, program, and in 2017, the sponsor began to sponsor securitizations backed by prime automobile loan contracts under its GM Financial Consumer Automobile Receivables Trust, or GMCAR, program.

Each of the sponsor’s previous securitizations of automobile loan contracts had a similar legal structure to the current transaction. In each of those securitizations, the sponsor and/or originating affiliates of the sponsor either purchased automobile loan contracts from automobile dealers and other third-party lenders or originated the automobile loan contracts directly with consumers and the sponsor then sold those automobile loan contracts to a wholly-owned subsidiary that served as depositor for the related transaction. The related depositor then resold the automobile loan contracts to a newly-created statutory trust that issued asset-backed securities that were backed by the automobile loan contracts. The sponsor served as and, with respect to the outstanding transactions, continues to serve as, servicer on each transaction.

The Sponsor’s Static Pool Information

Static pool information for the AMCAR program is contained in Annex A to this prospectus. The characteristics of the automobile loan contracts included in prior securitizations may vary from the characteristics of the automobile loan contracts included in this pool. For additional details regarding this pool, please refer to “The Automobile Loan Contracts – Composition” in this prospectus. These differences, along with the varying economic conditions applicable to the securitized pools, may make it unlikely that the automobile loan contracts described in this prospectus will perform in the same way that any of those prior securitized pools have performed. There can be no assurance that the performance of the prior securitization transactions in the AMCAR static pool data will correspond to or be an accurate predictor of the performance of this securitization transaction.

 

55

Static pool information contained in Annex A to this prospectus includes summary information for original pool characteristics, the distribution of automobile loan contracts by top five geographic locations of obligors, the distribution of automobile loan contracts by APR, the distribution by credit bureau score at origination, the distribution by custom score at origination, prepayment speeds, pool factors, delinquency information and loss information.

[In accordance with Item 1105(a)(3)(ii) of Regulation AB, the information provided in Annex A will be of a date no later than 135 days from the date of the first use of the related prospectus.]

The Trust Property

The trust property will include, among other things:

 

•

a pool consisting of primarily sub-prime automobile loan contracts, which are secured by new and used automobiles, light duty trucks and vans;

 

•

moneys received [(a)] with respect to the [initial] automobile loan contracts, after the [initial] cutoff date [and (b) with respect to the subsequent automobile loan contracts, after the related cutoff date];

 

•

amounts that are held in [the revolving account,][the pre-funding account,] the collection account, the note distribution account[, the capitalized interest account] and the reserve account;

 

•

the security interests in the financed vehicles granted by obligors;

 

•

an assignment of the proceeds received from dealers under agreements between the sponsor and dealers;

 

•

an assignment of the right to receive proceeds from claims on physical damage, credit life and disability insurance policies covering the financed vehicles or the obligors;

 

•

an assignment of all rights to proceeds from liquidating the automobile loan contracts;

 

•

the automobile loan contract files;

 

•

[moneys received pursuant to the hedge transaction;]

 

•

other rights under the transaction documents, including an assignment of the depositor’s rights against the sponsor for breaches of representations and warranties under the purchase agreement; and

 

•

all proceeds from the items described above.

The [initial] automobile loan contracts will be purchased by the depositor from the sponsor under the purchase agreement, and will then be purchased by the issuing entity from the depositor under the sale and servicing agreement, in each case on or about                 , 20    . [[The issuing entity will purchase subsequent automobile loan contracts and related property from the depositor during the revolving period with collections on the automobile loan contracts that have been reserved for that purpose.][The issuing entity will use funds on deposit in the pre-funding account to purchase subsequent automobile loan contracts and related property from the depositor under one or more subsequent transfer agreements on or before                  20    .] These subsequent automobile loan contracts will be purchased by the depositor from the sponsor pursuant to one or more subsequent purchase agreements between the depositor and the sponsor and then purchased by the issuing entity.]

 

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The [initial] automobile loan contracts were originated by the sponsor through dealers or were originated directly with consumers by the sponsor according to the sponsor’s credit policies. The automobile loan contracts originated by dealers have been assigned to the sponsor and evidence the indirect financing made to the obligor. [The subsequent automobile loan contracts have been, or will be, originated by the sponsor directly with consumers and dealers according to the sponsor’s credit policies. The subsequent automobile loan contracts that have been, or will be, originated by dealers and have been, or will be, assigned to the sponsor and evidence, or will evidence, the indirect financing made to the obligor.] The sponsor’s agreements with the dealers who originate the automobile loan contracts may provide for repurchase by or recourse against the dealer if there is a breach of a representation or warranty under the relevant dealer agreement.

Under the indenture, the issuing entity will grant a security interest in the trust property to the trust collateral agent for the trustee’s benefit on the noteholders’ behalf [and, if the hedge agreement is a swap agreement, for the benefit of the hedge counterparty in support of the issuing entity’s obligations owed to the hedge counterparty]. Any proceeds of the trust property will be distributed according to the indenture.

The Automobile Loan Contracts

Eligibility Criteria for [Initial] Automobile Loan Contracts

The automobile loan contracts were [or will be] selected according to several criteria. In addition, as of the [initial] [statistical calculation]/[cutoff] date the automobile loan contracts were, and on the cutoff date will be, selected from the sponsor’s portfolio of sub-prime automobile loan contracts based on the following criteria:

 

(a)

each [initial] automobile loan contract had a remaining maturity of not less than      months and not more than      months;

 

(b)

each [initial] automobile loan contract had an original maturity of not less than      months and not more than      months;

 

(c)

each [initial] automobile loan contract had a remaining principal balance of at least $         and not more than $                ;

 

(d)

each [initial] automobile loan contract has an annual percentage rate of at least     % and not more than     %;

 

(e)

no [initial] automobile loan contract was more than      days past due, [except for certain [initial] automobile loan contracts which may have been between      and      days past due and that have an aggregate Principal Balance of up to ___% of the initial principal amount of the notes];

 

(f)

neither the sponsor nor anyone acting on its behalf advanced funds to cause any [initial] automobile loan contract to qualify under clause (e) above;

 

(g)

each obligor had a United States or United States territory billing address as of the date of origination of the [initial] automobile loan contract;

 

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(h)

each [initial] automobile loan contract is denominated in, and each automobile loan contract provides for payment in, United States dollars;

 

(i)

each automobile loan contract arose under a contract that is assignable without the consent of, or notice to, the obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the servicer to exercise its rights under the sale and servicing agreement, including, without limitation, its right to review the contract;

 

(j)

each automobile loan contract arose under a contract with respect to which the sponsor has performed all obligations required to be performed by it thereunder;

 

(k)

no automobile related to an automobile loan contract was held in repossession;

 

(l)

no obligor was in bankruptcy; and

 

(m)

neither the sponsor nor the depositor has selected the automobile loan contracts in a manner that either of them believes is adverse to the interests of the noteholders.

Automobile loan contracts representing more than 10% of the aggregate principal balance of the automobile loan contracts as of                  were originated in the States of             , and                 . The performance of the automobile loan contracts in the aggregate could be adversely affected in particular by the development of adverse economic conditions in such state[s].

No expenses incurred in connection with the selection and acquisition of the automobile loan contracts will be paid for from the offering proceeds.

[Eligibility Criteria for Subsequent Automobile Loan Contracts

[No transfer of subsequent automobile loan contracts to the issuing entity during the [revolving period][pre-funding period] will be made unless:

 

(a)

as of each subsequent cutoff date, each subsequent automobile loan contract and/or the subsequent automobile related to that subsequent automobile loan contract satisfies the automobile loan contract eligibility criteria specified in clauses [    ] above regarding the initial automobile loan contracts;

 

(b)

neither the sponsor nor the depositor has selected the subsequent automobile loan contracts in a manner that either of them believes is adverse to the interests of the noteholders; and

 

(c)

the sponsor and the depositor shall have delivered certain opinions of counsel regarding the validity of the subsequent automobile loan contract transfers on those subsequent transfer dates on which such opinions are required.]

The issuing entity’s obligation or right to purchase the subsequent automobile loan contracts during the [revolving period][pre-funding period], as described in “Description of the Transaction Documents—The Revolving Period,” is subject to the condition that all of the subsequent automobile loan contracts transferred to the issuing entity, including the subsequent automobile loan contracts to be transferred, meet the following criteria after the transfer of the subsequent automobile loan contracts (based on the characteristics of the initial automobile loan contracts as of the initial cutoff date and the subsequent automobile loan contracts as of the related subsequent cutoff date):

 

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(a)

the automobile loan contracts’ weighted average annual percentage rate is not less than __%; and

 

(b)

[the automobile loan contracts’ weighted average custom score is not less than __%.]

[Following the transfer of subsequent automobile loan contracts to the issuing entity, the aggregate characteristics of the entire pool of automobile loan contracts held by the issuing entity may vary from the initial pool of automobile loan contracts in a number of respects, including:

 

•

composition of the automobile loan contracts;

 

•

geographic distribution of the automobile loan contracts;

 

•

distribution by remaining Principal Balance;

 

•

distribution by APR;

 

•

distribution by original term;

 

•

distribution by wholesale loan-to-value ratio;

 

•

distribution by vehicle make;

 

•

distribution by vehicle segment;

 

•

distribution of the automobile loan contracts secured by new and used vehicles; and

 

•

distribution of the automobile loan contracts by custom score and credit bureau score.]

Composition

The [statistical] information presented in this prospectus is based on a [statistical] pool of automobile loan contracts as of [the statistical calculation date]/[the [initial] cutoff date], which is             , 20    . This pool of automobile loan contracts will be sold by the sponsor to the depositor and by the depositor to the issuing entity on the closing date.

 

•

[As of the statistical calculation date, the [initial] automobile loan contracts in the statistical pool had an aggregate Principal Balance of $                .]

 

•

As of the [initial] cutoff date, the [initial] automobile loan contracts [had]/[are expected to have] an aggregate Principal Balance of approximately $                .

[The sponsor will acquire [additional] automobile loan contracts after the statistical calculation date but prior to the [initial] cutoff date, which is             , 20    . Additionally, some automobile loan contracts that were included as of the statistical calculation date will have prepaid in full by the [initial] cutoff date or will no longer meet the eligibility requirements regarding automobile loan contracts as of the [initial] cutoff date and therefore will not be included in the automobile loan contract pool. As a result of these factors, the pool of automobile loan contracts that is included in the statistical pool will not be identical to the pool of automobile loan contracts that is selected on the [initial] cutoff date and the statistical distribution of the characteristics of the two pools will vary somewhat. However, these variances in the composition of the pools and in the statistical distribution of the characteristics of the pools is not expected to be material.]

 

59

[As of         , 20    , automobile loan contracts representing approximately     % of the total aggregate principal balance of the automobile loan contracts in the pool were included in previous securitizations sponsored by AmeriCredit and were repurchased by AmeriCredit in connection with optional redemptions of those securitizations. The [statistical] pool of automobile loan contracts about which pool information is presented in this prospectus includes information about those repurchased automobile contracts.]

The automobile loan contract pool’s composition and distribution by custom score and credit bureau score at origination; original term, APR, geographic location, wholesale loan-to-value (LTV) ratio, vehicle make and vehicle segment as of the [statistical calculation date]/[[initial] cutoff date]; and the automobile loan contract pool’s historical delinquency experience are detailed in the following tables:

 

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Composition of the [Initial] Automobile Loan Contracts

as of [Statistical Calculation Date]/[[Initial] Cutoff Date]⁽¹⁾

 

New

Used

Total

Aggregate Principal Balance

$[________]

$[____________]

$[____________]

Number of Automobile Loan Contracts

[_____]

[_____]

[_____]

Percent of Aggregate Principal Balance

[_____]%

[_____]%

[_____]%

Average Principal Balance

$[________]

$[____________]

$[____________]

Range of Principal Balances

($[_____] to $[_____])

($[_____] to $[_____])

($[_____] to $[_____])

Weighted Average APR(2)

[_____]%

[_____]%

[_____]%

Range of APRs

([____]% to [____]%)

([____]% to [____]%)

([____]% to [____]%)

Weighted Average Remaining Term(2)

[__] months

[__] months

[__] months

Range of Remaining Terms

([__] to [__] months)

([__] to [__] months)

([__] to [__] months)

Weighted Average Original Term(2)

[__] months

[__]months

[__]months

Range of Original Terms

([__] to [__] months)

([__] to [__] months)

([__] to [__] months)

 

(1)	For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2)	Calculated based on aggregate principal balance.

 

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Score Distribution of the [Initial] Automobile Loan Contracts

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date]⁽¹⁾

 

Custom Score(2)

% of Aggregate Principal Balance(3)

Credit Bureau Score(4)

% of Aggregate Principal Balance(3)

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

[________

]

[_______

]%

Weighted Average Score

[________

]

[________

]

 

(1)	For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2)

Proprietary credit score developed and utilized by the sponsor to support the credit approval and pricing process. The scale of the proprietary score is not comparable to a credit bureau score. A custom score may not be available for a small portion of accounts originated under discontinued origination platforms and those accounts will not be included in the Custom Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on the custom score may be less than the total [statistical] pool.

(3)	Percentages may not add to 100% because of rounding.

(4)

A FICO® Auto Score provided by credit reporting agencies. The sponsor utilizes             ,             , or              credit reports depending on the location of the obligor. Credit Bureau Scores are unavailable for some accounts and those accounts are not included in the Credit Bureau Score table above. Since these accounts are not included in the percentages above, the aggregate principal balance of the accounts based on Credit Bureau Score may be less than the total [statistical] pool.

 

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Distribution of the Automobile Loan Contracts by Original Term

as of the Cutoff Date ⁽¹⁾

 

Original Term to Scheduled Maturity		Aggregate Principal Balance		% of Aggregate Principal Balance (2)		Number of Automobile Loan Contracts		% of Total Number of Automobile Loan Contracts (2)
months		$[____________]		[_______]%		[___]		[_______]%
months		[____________]		[_______]%		[___]		[_______]%
months		[____________]		[_______]%		[___]		[_______]%
months		[____________]		[_______]%		[___]		[_______]%
months		[____________]		[_______]%		[___]		[_______]%
months		[____________]		[_______]%		[___]		[_______]%
Total		$[____________]		[____]%		[______]		[___]%

 

(1)	For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2)	Percentages may not add up to 100% because of rounding.

Distribution of the [Initial] Automobile Loan Contracts by APR

as of the [Statistical Calculation Date]/[[Initial] Cutoff Date] ⁽¹⁾

 

Distribution by APR		Aggregate Principal Balance		% of Aggregate Principal Balance(2)		Number of Automobile Loan Contracts		% of Total Number of Automobile Loan Contracts(2)
1.000% to 1.999%		$[_____]		[___]%		[_____]			[___]%
2.000% to 2.999%		[_____]		[___]%		[_____]			[___]%
3.000% to 3.999%		[_____]		[___]%		[_____]			[___]%
4.000% to 4.999%		[_____]		[___]%		[_____]			[___]%
5.000% to 5.999%		[_____]		[___]%		[_____]			[___]%
6.000% to 6.999%		[_____]		[___]%		[_____]			[___]%
7.000% to 7.999%		[_____]		[___]%		[_____]			[___]%
8.000% to 8.999%		[_____]		[___]%		[_____]			[___]%
9.000% to 9.999%		[_____]		[___]%		[_____]			[___]%
10.000% to 10.999%		[_____]		[___]%		[_____]			[___]%
11.000% to 11.999%		[_____]		[___]%		[_____]			[___]%
12.000% to 12.999%		[_____]		[___]%		[_____]			[___]%
13.000% to 13.999%		[_____]		[___]%		[_____]			[___]%
14.000% to 14.999%		[_____]		[___]%		[_____]			[___]%
15.000% to 15.999%		[_____]		[___]%		[_____]			[___]%
16.000% to 16.999%		[_____]		[___]%		[_____]			[___]%
17.000% to 17.999%		[_____]		[___]%		[_____]			[___]%
18.000% to 18.999%		[_____]		[___]%		[_____]			[___]%
19.000% to 19.999%		[_____]		[___]%		[_____]			[___]%
20.000% to 20.999%		[_____]		[___]%		[_____]			[___]%
21.000% to 21.999%		[_____]		[___]%		[_____]			[___]%
22.000% to 22.999%		[_____]		[___]%		[_____]			[___]%
23.000% to 23.999%		[_____]		[___]%		[_____]			[___]%
24.000% to 24.999%		[_____]		[___]%		[_____]			[___]%
25.000% to 25.999%		[_____]		[___]%		[_____]			[___]%
26.000% to 26.999%		[_____]		[___]%		[_____]			[___]%
27.000% to 27.999%		[_____]		[___]%		[_____]			[___]%
28.000% to 28.999%		[_____]		[___]%		[_____]			[___]%
29.000% to 29.999%		[_____]		[___]%		[_____]			[___]%
TOTAL:		$[________]		100.00%		[_____]			100.00%

 

63

 

(1)	For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2)	Percentages may not add to 100% because of rounding.

 

64

Distribution of the [Initial] Automobile Loan Contracts by Geographic Location

of Obligor as of the [Statistical Calculation Date]/[[Initial] Cutoff Date]⁽¹⁾

 

Geographic Location		Aggregate Principal Balance(1)		% of Aggregate Principal Balance(2)		Number of Automobile Loan Contracts		% of Total Number of Automobile Loan Contracts(2)
Alabama		$ [________]		[___]%		[_____]			[___]%
Alaska		[________]		[___]%		[_____]			[___]%
Arizona		[________]		[___]%		[_____]			[___]%
Arkansas		[________]		[___]%		[_____]			[___]%
California		[________]		[___]%		[_____]			[___]%
Colorado		[________]		[___]%		[_____]			[___]%
Connecticut		[________]		[___]%		[_____]			[___]%
Delaware		[________]		[___]%		[_____]			[___]%
District of Columbia		[________]		[___]%		[_____]			[___]%
Florida		[________]		[___]%		[_____]			[___]%
Georgia		[________]		[___]%		[_____]			[___]%
Hawaii		[________]		[___]%		[_____]			[___]%
Idaho		[________]		[___]%		[_____]			[___]%
Illinois		[________]		[___]%		[_____]			[___]%
Indiana		[________]		[___]%		[_____]			[___]%
Iowa		[________]		[___]%		[_____]			[___]%
Kansas		[________]		[___]%		[_____]			[___]%
Kentucky		[________]		[___]%		[_____]			[___]%
Louisiana		[________]		[___]%		[_____]			[___]%
Maine		[________]		[___]%		[_____]			[___]%
Maryland		[________]		[___]%		[_____]			[___]%
Massachusetts		[________]		[___]%		[_____]			[___]%
Michigan		[________]		[___]%		[_____]			[___]%
Minnesota		[________]		[___]%		[_____]			[___]%
Mississippi		[________]		[___]%		[_____]			[___]%
Missouri		[________]		[___]%		[_____]			[___]%
Montana		[________]		[___]%		[_____]			[___]%
Nebraska		[________]		[___]%		[_____]			[___]%
Nevada		[________]		[___]%		[_____]			[___]%
New Hampshire		[________]		[___]%		[_____]			[___]%
New Jersey		[________]		[___]%		[_____]			[___]%
New Mexico		[________]		[___]%		[_____]			[___]%
New York		[________]		[___]%		[_____]			[___]%
North Carolina		[________]		[___]%		[_____]			[___]%
North Dakota		[________]		[___]%		[_____]			[___]%
Ohio		[________]		[___]%		[_____]			[___]%
Oklahoma		[________]		[___]%		[_____]			[___]%
Oregon		[________]		[___]%		[_____]			[___]%
Pennsylvania		[________]		[___]%		[_____]			[___]%
Rhode Island		[________]		[___]%		[_____]			[___]%
South Carolina		[________]		[___]%		[_____]			[___]%
South Dakota		[________]		[___]%		[_____]			[___]%
Tennessee		[________]		[___]%		[_____]			[___]%
Texas		[________]		[___]%		[_____]			[___]%
Utah		[________]		[___]%		[_____]			[___]%
Vermont		[________]		[___]%		[_____]			[___]%
Virginia		[________]		[___]%		[_____]			[___]%
Washington		[________]		[___]%		[_____]			[___]%
West Virginia		[________]		[___]%		[_____]			[___]%
Wisconsin		[________]		[___]%		[_____]			[___]%
Wyoming		[________]		[___]%		[_____]			[___]%
Other (3)		[________]		[___]%		[_____]			[___]%
Total:		$ [________]		100.00%		[_____]			100.00%

 

(1)	For a description of how the information presented in this table may differ from the asset-level data filed with the SEC on Form ABS-EE, see “The Automobile Loan Contracts—Asset-Level Data About the Automobile Loan Contracts.”

(2)	Percentages may not add to 100% because of rounding.

(3)	States and Territories with aggregate principal balances less than $1,000,000 each.

 

65