Mail Stop 3561
January 17, 2006
J. Michael May, Esq.
AmeriCredit Corp.
801 Cherry Street
Fort Worth, Texas 76102
Re: AFS SenSub Corp. and AFS Funding Trust
Registration Statement on Form S-3
Filed December 19, 2005
File no. 333-130439
Dear Mr. May:
We have limited our review of your filing for compliance
with
Regulation AB. Please further note that our limited review covers
only those issues addressed in the comments below. Please note
that
our comments to either the base prospectus and/or the supplements
should be applied universally, if applicable.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so that we can better understand your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. We note that you have provided a list of each issuing entity
established by either co-registrant, along with the CIK numbers
and
certain filing information for each such entity. Please also
confirm
that each of the co-registrants and each of the listed entities
have
been current and timely with Exchange Act reporting during the
last
12 months.
2. Please confirm that all material terms of the finalized
agreements
will either be in the final 424 or filed prior to or
simultaneously
with the 424.
3. We note from your cover letter that many of the exhibits listed
on
the exhibit index will be updated to conform with Regulation AB
and
will be filed prior to the effectiveness of the registration
statement. Please ensure that your disclosure throughout the
document is updated to reflect the revised terms of the agreements
if
applicable. Additionally, please provide us with a copy of the
servicing agreements marked to show the revisions that have been
made
to comply with Regulation AB.
Insured Transaction Prospectus Supplement
Cover Page
4. While we note your indication that you are issuing "Automobile
Receivables Backed Notes," please expand the disclosure on your
cover
page to provide more information regarding the type of asset being
securitized, such as information similar to that provided on the
cover of your base prospectus.
Important Notice about the Information Presented in the Prospectus
Supplement and Accompanying Prospectus, page S-1
5. We note your disclosure that if any terms of the notes
described
in this prospectus vary from the terms described in the prospectus
supplement, you should rely on information provided in the
prospectus
supplement. Please note that the disclosure in a prospectus
supplement may enhance disclosure in the base prospectus, but
should
not contradict it. Please revise accordingly.
Where You Can Find More Information, page S-1
6. Update your disclosure to provide the new SEC address: 100 F
Street, N.E., Washington DC, 20549.
Summary, page S-4
7. We encourage you, in an appropriate place, to provide graphic
illustrations of the flow of funds and payment priorities and
allocations, including any subordination features, to assist
investors in understanding the payment flow on all classes of
issued
notes. Refer to Item 1103(a)(3)(vi) of Regulation AB.
The Policy, S-10
8. Please revise your summary section to briefly explain all types
of
credit enhancement that will be used. For example, while we note
that you have included a description of the insurance policy, it
appears from page 61 that you will also use a spread account and
overcollateralization. We also note that your second prospectus
supplement includes no discussion of credit enhancements in the
summary even though it appears that several forms of enhancement,
including excess cashflow, overcollateralization and subordination
will be used. Revise to include descriptions of all forms of
enhancement to be used in each transaction.
9. As a follow-up to the comment above, please revise your summary
section to provide a brief description of how losses not covered
by
enhancements/support will be allocated to the securities or
confirm
that the distribution priority set forth on page S-12 is the only
manner in which such losses would be allocated.
Cross-Collateralization, page S-11
10. We note that excess cash flows from all cross-collateralized
transactions insured by the insurer and sponsored by AmeriCredit
will
be made available to satisfy any shortfall in the original target
credit enhancement requirement for any cross-collateralized
transaction. Please provide us with a legal analysis as to why
this
arrangement is consistent with the definition of an asset-backed
security.
Use of Proceeds, page S-19
11. We note that the depositor or its affiliates may use the net
proceeds to pay their debt, including "warehouse" debt and related
expenses secured by the automobile loan contracts prior to their
sale
to the issuing entity. We further note that this "warehouse" debt
may be owed to one or more of the underwriters or their
affiliates.
Please expand the disclosure in your prospectus supplement to
disclose the amount of expenses incurred in connection with the
selection and acquisition of the pool assets payable from the
offering proceeds. Additionally, separately identify the type and
amount of expenses paid to each transaction party or affiliate.
Refer to Item 1107(j) of Regulation AB.
The Trustee and Trust Collateral Agent, page S-24
12. While we note the disclosure in this section indicating that
the
trustee has served and is currently serving as trustee for
numerous
securitization transactions, please expand this disclosure to
provide
more specific information regarding the trustee`s prior experience
serving as a trustee for asset-backed securities transactions
involving auto loans.
The Trust Property, S-27
13. While we note the disclosure you have provided in this section
under "Composition," please revise to provide all relevant
information required by Item 1111(b) of Regulation AB or tell us
why
such disclosure is not necessary. For example, it does not appear
that you have provided the information called for by Item
1111(b)(7).
Please revise or advise as appropriate.
The Automobile Loan Contracts, page S-28
14. Please revise here or in another appropriate section of the
filing to provide the information required by paragraphs (a) and
(b)
of Item 1110 of Regulation AB in bracketed form or tell us why
such
disclosure is not necessary.
Ratings, page S-73
15. Describe any arrangements to have the ratings monitored while
the
securities are outstanding. Refer to Item 1120 of Regulation AB.
Base Prospectus
Sale of Automobile Loan Contracts, page 10
16. We note that due to the target customer base, a relatively
high
percentage of accounts become delinquent at some point in the life
of
the automobile loan contract and that a relatively high rate of
account movement occurs between current and delinquent status in
the
portfolio. Please tell us how you will meet the delinquent asset
limitation requirement under General Instruction I.B.5.(a)(ii) of
Form S-3. Additionally, please confirm that no non-performing
assets
will be part of the asset pool. Refer to Item 1101(c)(2)(iii) of
Regulation AB.
Description of the Securities
Soft Bullets, page 42
17. Please expand your disclosure in this section to clarify how
payments are made on "soft bullet" securities. For example, you
should revise to better explain what types of forward purchases
and
liquidity arrangements you will use and the types of circumstances
under which the issuing entity would not be able to make principal
payments on the dates they are due.
Indexed Securities, page 42
18. It appears that you contemplate linking payments on the
securities to changes in the price of an index of securities or
commodities. Please note that payments on securities based on the
value of an equity or commodity would not meet the definition of
an
asset-backed security under Regulation AB. Refer to Item
1101(c)(1)
of Regulation AB and the discussion of the definition of asset-
backed
security in Section III.A.2 in SEC Release No. 33-8518. Please
delete the referenced sources or provide an analysis to explain
how
such referenced sources would meet the definition of an asset
backed
security under Regulation AB.
Revolving Periods, page 51
19. We note from the base prospectus that you contemplate
including a
revolving period. Please include bracketed language to disclose
in
the prospectus supplement the information required by Item
1103(a)(5)(i), (iii), (iv), (v) and (vi), as applicable.
Credit and Cash Flow Enhancements, page 56
20. Please expand your disclosure in this section to provide a
general description of the types of credit enhancement listed on
page
56. For example, what are the third party payments to which you
refer? Additionally, while we note that you have referenced the
use
of derivatives throughout the base prospectus, including on pages
40
and 43, you should revise to include a separate section describing
the types of derivative arrangements you may enter into. In this
regard, we note that you should also revise to clarify that
"derivative arrangements" will be limited to interest rate or
currency swaps or advise us how the anticipated arrangements would
meet the definition of asset backed security. Refer to Section
III.A.2.a. of the Regulation AB Adopting Release (Release No. 33-
8518; 34-50905) and Item 1115 of Regulation AB.
Evidence as to Compliance, page 57
21. As there may be backup servicers involved in servicing the
pool
assets, please revise this here or in the prospectus supplements
to
clarify that, if necessary, each servicer will provide a separate
servicer compliance statement as required by the Instructions to
Item
1123 of Regulation AB.
Signatures
22. Revise to include the signature of the depositor`s controller
or
principal accounting officer. Refer to General Instruction V.B.
of
Form S-3.
Closing
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
- - Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
- - The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
- - The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact me at (202) 551-3454 with any questions.
Sincerely,
Sara D. Kalin
Branch Chief-Legal
cc: Via Facsimile: (212) 259-6333
Chris DiAngelo, Esq.
Stephanie Mah, Esq.
Dewey Ballantine LLP
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J. Michael May, Esq.
AmeriCredit Corp.
January 17, 2006
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