{"id":41211,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/pooling-and-servicing-agreement-americredit-financial-services.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pooling-and-servicing-agreement-americredit-financial-services","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/pooling-and-servicing-agreement-americredit-financial-services.html","title":{"rendered":"Pooling and Servicing Agreement &#8211; AmeriCredit Financial Services Inc. and LaSalle National Bank"},"content":{"rendered":"<pre>                         POOLING AND SERVICING AGREEMENT\n\n                                  RELATING TO\n\n                AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1995-B\n\n\n                                    among\n\n\n                    AMERICREDIT FINANCIAL SERVICES, INC.\n                            as Seller and Servicer,\n\n\n\n                      AMERICREDIT RECEIVABLES CORP.,\n                   as Initial Class B Certificateholder\n\n\n                                   and\n\n\n                          LASALLE NATIONAL BANK\n             as Trustee, Backup Servicer and Collateral Agent\n\n\n                         ______________________\n\n\n                     Dated as of November 20, 1995\n\n                         ______________________\n\n\n\n\n\n                                  TABLE OF CONTENTS\n\n                                                                            PAGE\n                                                                            ----\nARTICLE I        DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .  1\n\n    Section 1.1.  Definitions. . . . . . . . . . . . . . . . . . . . . . . .  1\n    Section 1.2.  Usage of Terms . . . . . . . . . . . . . . . . . . . . . . 17\n    Section 1.3.  Calculations . . . . . . . . . . . . . . . . . . . . . . . 18\n    Section 1.4.  Section References . . . . . . . . . . . . . . . . . . . . 18\n    Section 1.5.  Action by or Consent of Certificateholders . . . . . . . . 18\n    Section 1.6.  No Recourse. . . . . . . . . . . . . . . . . . . . . . . . 18\n    Section 1.7.  Material Adverse Effect. . . . . . . . . . . . . . . . . . 18\n\nARTICLE II       CREATION OF TRUST . . . . . . . . . . . . . . . . . . . . . 19\n\n    Section 2.1.  Creation of Trust . . . .  . . . . . . . . . . . . . . . . 19\n\nARTICLE III      CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE; ORIGINAL\n                  ISSUANCE OF CERTIFICATES . . . . . . . . . . . . . . . . . 19\n\n    Section 3.1.  Conveyance of Receivables. . . . . . . . . . . . . . . . . 19\n    Section 3.2.  Custody of Receivable Files. . . . . . . . . . . . . . . . 20\n    Section 3.3.  Conditions to Issuance by Trust. . . . . . . . . . . . . . 21\n    Section 3.4.  Representations and Warranties of Seller . . . . . . . . . 21\n    Section 3.5.  Repurchase of Receivables Upon Breach of Warranty. . . . . 23\n    Section 3.6.  [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . 23\n    Section 3.7.  Collecting Lien Certificates Not Delivered on the\n                    Closing Date . . . . . . . . . . . . . . . . . . . . . . 23\n    Section 3.8.  Trustee's Assignment of Administrative Receivables and\n                    Warranty Receivables . . . . . . . . . . . . . . . . . . 24\n\nARTICLE IV       ADMINISTRATION AND SERVICING OF RECEIVABLES . . . . . . . . 24\n\n    Section 4.1.  Duties of the Servicer.  . . . . . . . . . . . . . . . . . 24\n    Section 4.2.  Collection of Receivable Payments; Modifications of\n                    Receivables; Lockbox Agreements  . . . . . . . . . . . . 25\n    Section 4.3.  Realization Upon Receivables . . . . . . . . . . . . . . . 28\n    Section 4.4.  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . 29\n    Section 4.5.  Maintenance of Security Interests in Vehicles. . . . . . . 31\n    Section 4.6.  Covenants, Representations, and Warranties of Servicer . . 32\n    Section 4.7.  Purchase of Receivables Upon Breach of Covenant. . . . . . 34\n    Section 4.8.  Total Servicing Fee; Payment of Certain Expenses by\n                    Servicer . . . . . . . . . . . . . . . . . . . . . . . . 35\n    Section 4.9.  Servicer's Certificate . . . . . . . . . . . . . . . . . . 35\n    Section 4.10. Annual Statement as to Compliance, Notice of Servicer\n                    Termination Event. . . . . . . . . . . . . . . . . . . . 36\n\n\n                                         -i-\n\n\n\n\n\n                                                                            PAGE\n                                                                            ----\n    Section 4.11. Annual Independent Accountants' Report . . . . . . . . . . 36\n    Section 4.12. Access to Certain Documentation and Information\n                    Regarding Receivables. . . . . . . . . . . . . . . . . . 37\n    Section 4.13. Monthly Tape . . . . . . . . . . . . . . . . . . . . . . . 37\n    Section 4.14. Retention and Termination of Servicer. . . . . . . . . . . 38\n    Section 4.15. Fidelity Bond and Errors and Omissions Policy. . . . . . . 38\n\nARTICLE V        DISTRIBUTIONS; STATEMENTS TO CERTIFICATE HOLDERS. . . . . . 38\n\n    Section 5.1.  Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 38\n    Section 5.2.  Collections. . . . . . . . . . . . . . . . . . . . . . . . 39\n    Section 5.3.  Application of Collections . . . . . . . . . . . . . . . . 40\n    Section 5.4.  Additional Deposits. . . . . . . . . . . . . . . . . . . . 41\n    Section 5.5.  Distributions. . . . . . . . . . . . . . . . . . . . . . . 41\n    Section 5.6.  Net Deposits . . . . . . . . . . . . . . . . . . . . . . . 42\n    Section 5.7.  Statements to Certificateholders . . . . . . . . . . . . . 43\n    Section 5.8.  Optional Deposits by the Security Insurer. . . . . . . . . 44\n\nARTICLE VI       THE SPREAD ACCOUNT AND THE POLICY; COVENANTS OF THE\n                  INITIAL CLASS B CERTIFICATEHOLDER . . . . . . . . . . . .  45\n\n    Section 6.1.  Initial Purchase; Spread Account . . . . . . . . . . . . . 45\n    Section 6.2.  Policy . . . . . . . . . . . . . . . . . . . . . . . . . . 45\n    Section 6.3.  Withdrawals from Spread Account. . . . . . . . . . . . . . 45\n    Section 6.4.  Claims Under Policy. . . . . . . . . . . . . . . . . . . . 45\n    Section 6.5.  Preference Claims; Direction of Proceedings. . . . . . . . 47\n    Section 6.6.  Surrender of Policy. . . . . . . . . . . . . . . . . . . . 47\n    Section 6.7.  Special Purpose Entity . . . . . . . . . . . . . . . . . . 48\n    Section 6.8.  Restrictions on Liens. . . . . . . . . . . . . . . . . . . 49\n    Section 6.9.  Creation of Indebtedness; Guarantees . . . . . . . . . . . 49\n    Section 6.10. Other Activities . . . . . . . . . . . . . . . . . . . . . 49\n\nARTICLE VII      THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . 50\n\n    Section 7.1.  The Certificates . . . . . . . . . . . . . . . . . . . . . 50\n    Section 7.2.  Authentication of Certificates . . . . . . . . . . . . . . 50\n    Section 7.3.  Registration of Transfer and Exchange of Certificates. . . 50\n    Section 7.4.  Mutilated, Destroyed, Lost or Stolen Certificates. . . . . 53\n    Section 7.5.  Persons Deemed Owners. . . . . . . . . . . . . . . . . . . 53\n    Section 7.6.  Access to List of Certificateholders' Names and Addresses. 53\n    Section 7.7.  Maintenance of Office or Agency. . . . . . . . . . . . . . 54\n    Section 7.8.  Affiliated Group May Own Certificates. . . . . . . . . . . 54\n\nARTICLE VIII     THE SELLER. . . . . . . . . . . . . . . . . . . . . . . . . 54\n\n\n                                       -ii-\n\n\n\n\n\n                                                                            PAGE\n                                                                            ----\n    Section 8.1.   Liability of Seller . . . . . . . . . . . . . . . . . . . 54\n    Section 8.2.   Merger or Consolidation of, or Assumption of the\n                     Obligations of Seller; Amendment of Certificate of\n                     Incorporation . . . . . . . . . . . . . . . . . . . . . 55\n    Section 8.3.   Limitation on Liability of Seller and Others  . . . . . . 55\n\nARTICLE IX        THE SERVICER . . . . . . . . . . . . . . . . . . . . . . . 56\n\n    Section 9.1.   Liability of Servicer; Indemnities. . . . . . . . . . . . 56\n    Section 9.2.   Merger or Consolidation of, or Assumption of the\n                     Obligations of the Servicer or Backup Servicer. . . . . 57\n    Section 9.3.   Limitation on Liability of Servicer, Backup Servicer and\n                     Others. . . . . . . . . . . . . . . . . . . . . . . . . 58\n    Section 9.4.   Delegation of Duties  . . . . . . . . . . . . . . . . . . 58\n    Section 9.5.   Servicer and Backup Servicer Not to Resign. . . . . . . . 59\n\nARTICLE X         SERVICER TERMINATION EVENTS. . . . . . . . . . . . . . . . 59\n\n    Section 10.1.  Servicer Termination Event. . . . . . . . . . . . . . . . 59\n    Section 10.2.  Consequences of a Servicer Termination Event. . . . . . . 61\n    Section 10.3.  Appointment of Successor. . . . . . . . . . . . . . . . . 62\n    Section 10.4.  Notification to Certificateholders. . . . . . . . . . . . 63\n    Section 10.5.  Waiver of Past Defaults . . . . . . . . . . . . . . . . . 63\n\nARTICLE XI        THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . 64\n\n    Section 11.1.  Duties of Trustee . . . . . . . . . . . . . . . . . . . . 64\n    Section 11.2.  Trustee's Assignment of Administrative Receivables and\n                     Warranty Receivables. . . . . . . . . . . . . . . . . . 65\n    Section 11.3.  Certain Matters Affecting the Trustee . . . . . . . . . . 66\n    Section 11.4.  Trustee Not Liable for Certificates or Receivables. . . . 67\n    Section 11.5.  Trustee May Own Certificates. . . . . . . . . . . . . . . 68\n    Section 11.6.  Trustee's Fees and Expenses; Indemnification. . . . . . . 68\n    Section 11.7.  Eligibility Requirements for Trustee. . . . . . . . . . . 69\n    Section 11.8.  Resignation or Removal of Trustee . . . . . . . . . . . . 69\n    Section 11.9.  Successor Trustee . . . . . . . . . . . . . . . . . . . . 70\n    Section 11.10. Merger or Consolidation of Trustee. . . . . . . . . . . . 71\n    Section 11.11. Appointment of Co-Trustee or Separate Trustee . . . . . . 71\n    Section 11.12. Representations and Warranties of Trustee . . . . . . . . 72\n    Section 11.13. Tax Returns . . . . . . . . . . . . . . . . . . . . . . . 73\n    Section 11.14. Trustee May Enforce Claims Without Possession of\n                     Certificates. . . . . . . . . . . . . . . . . . . . . . 73\n\n\n                                        -iii-\n\n\n\n\n\n                                                                            PAGE\n                                                                            ----\n    Section 11.15. Suit for Enforcement. . . . . . . . . . . . . . . . . . . 73\n    Section 11.16. Rights to Direct Trustee. . . . . . . . . . . . . . . . . 74\n\nARTICLE XII      TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . 74\n\n    Section 12.1.  Termination of the Trust. . . . . . . . . . . . . . . . . 74\n    Section 12.2.  Optional Purchase of All Receivables. . . . . . . . . . . 75\n\nARTICLE XIII     MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . 76\n\n    Section 13.1.  Amendment . . . . . . . . . . . . . . . . . . . . . . . . 76\n    Section 13.2.  Protection of Title to Trust. . . . . . . . . . . . . . . 77\n    Section 13.3.  Limitation on Rights of Certificateholders. . . . . . . . 79\n    Section 13.4.  Governing Law . . . . . . . . . . . . . . . . . . . . . . 80\n    Section 13.5.  Severability of Provisions. . . . . . . . . . . . . . . . 80\n    Section 13.6.  Assignment. . . . . . . . . . . . . . . . . . . . . . . . 80\n    Section 13.7.  Certificates Nonassessable and Fully Paid . . . . . . . . 80\n    Section 13.8.  Third-Party Beneficiaries . . . . . . . . . . . . . . . . 81\n    Section 13.9.  Financial Security as Controlling Party . . . . . . . . . 81\n    Section 13.10. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 81\n    Section 13.11. Notices . . . . . . . . . . . . . . . . . . . . . . . . . 81\n    Section 13.12. Successors and Assigns. . . . . . . . . . . . . . . . . . 82\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       -iv-\n\n\n\n\n\n                                    SCHEDULES\n\nSchedule A    --     Schedule of Receivables\n\nSchedule B    --     Representations and Warranties of Americredit\n\nSchedule C    --     Servicing Policies and Procedures\n\n\n\n                                    EXHIBITS\n\nExhibit A     --     Form of Class A Certificate\n\nExhibit B     --     Form of Class B Certificate\n\nExhibit C     --     Form of Servicer's Certificate\n\n                                       -v-\n\n\n\n                THIS POOLING AND SERVICING AGREEMENT (\"this Agreement\"),\ndated as of November 20, 1995, is made with respect to the formation of the\nAmeriCredit Automobile Receivables Trust 1995-B (the \"Trust\"), among\nAmeriCredit Financial Services, Inc., a Delaware corporation, (\"AmeriCredit\")\n(in its capacity as Servicer, the \"Servicer\" and in its capacity as Seller,\nthe \"Seller\"), AmeriCredit Receivables Corp. (\"ARC\") as the Initial Class B\nCertificateholder and LaSalle National Bank, a national banking association,\nas Trustee (in such capacity, the \"Trustee\"), as Backup Servicer (in such\ncapacity, the \"Backup Servicer\") and as Collateral Agent (in such capacity,\nthe \"Collateral Agent\").\n\n                WHEREAS, the Seller wishes to establish a trust and provide\nfor the allocation and sale of the beneficial interests therein and the\nmaintenance and distribution of the trust estate;\n\n                WHEREAS, the Servicer has agreed to service the Receivables,\nwhich constitute the principal assets of the trust estate;\n\n                WHEREAS, all things necessary to make the Certificates, when\nexecuted and authenticated by the Trustee, valid instruments, and to make\nthis Agreement a valid agreement, in accordance with their and its terms,\nhave been done; and\n\n                WHEREAS, LaSalle National Bank is willing to serve in the\ncapacity of Trustee and Backup Servicer hereunder.\n\n                NOW, THEREFORE, in consideration of the premises and the\nmutual agreements herein contained, the Seller, the Servicer, ARC, the\nTrustee and the Backup Servicer hereby agree as follows:\n\n                                      I\n                                 DEFINITIONS\n\n                I.1.  DEFINITIONS.  All terms defined in the Spread Account\nAgreement (as defined below) shall have the same meaning in this Agreement.\nWhenever capitalized and used in this Agreement, the following words and\nphrases, unless the context otherwise requires, shall have the following\nmeanings:\n\n                ACCOUNTANTS' REPORT:  The report of a firm of nationally\nrecognized independent accountants described in Section 4.11.\n\n                ACCOUNTING DATE:  With respect to a Distribution Date, the\nlast day of the Collection Period immediately preceding such Distribution\nDate.\n\n\n\n\n                ADMINISTRATIVE RECEIVABLE:  With respect to any Collection\nPeriod, a Receivable which the Servicer is required to purchase pursuant to\nSection 4.7 or which the Servicer has elected to purchase pursuant to\nSection 4.4(c) on the Deposit Date with respect to such Collection Period.\n\n                AFFILIATE:  With respect to any Person, any other Person\ndirectly or indirectly controlling, controlled by, or under direct or\nindirect common control with such specified Person.  For the purposes of this\ndefinition, \"control\" when used with respect to any specified Person, means\nthe power to direct the management and voting securities, by contract or\notherwise; and the terms \"controlling\" and \"controlled\" have meanings\ncorrelative to the foregoing.\n\n                AGGREGATE PRINCIPAL BALANCE:  With respect to any\nDetermination Date, the sum of the Principal Balances (computed as of the\nrelated Accounting Date) for all Receivables (other than (i) any Receivable\nthat became a Liquidated Receivable during the related Collection Period and\n(ii) any Receivable that became a Purchased Receivable on the immediately\npreceding Deposit Date).\n\n                AGREEMENT:  shall have the meaning set forth in the first\nparagraph of this Agreement.\n\n                AMERICREDIT:  shall have the meaning set forth in the first\nparagraph of this Agreement.\n\n                AMOUNT AVAILABLE:  With respect to any Distribution Date, the\nsum of (i) the Available Funds for the immediately preceding Determination\nDate, plus (ii) the Deficiency Claim Amount, if any, received by the Trustee\nwith respect to such Distribution Date, plus (iii) the Policy Claim Amount,\nif any, received by the Trustee with respect to such Distribution Date.\n\n                AMOUNT FINANCED:  With respect to a Receivable, the aggregate\namount advanced under such Receivable toward the purchase price of the\nFinanced Vehicle and related costs, including amounts advanced in respect of\naccessories, insurance premiums, service and warranty contracts, other items\ncustomarily financed as part of retail automobile installment sale contracts\nor promissory notes, and related costs.\n\n                ANNUAL PERCENTAGE RATE OR APR:  With respect to a Receivable,\nthe rate per annum of finance charges stated in such Receivable as the\n\"annual percentage rate\" (within the meaning of the Federal Truth-in-Lending\nAct).  If after the Closing Date, the rate per annum with respect to a\nReceivable as of the Closing Date is reduced as a result of (i) an insolvency\nproceeding involving the Obligor or (ii) pursuant to the Soldiers' and\nSailors' Civil Relief Act of 1940, Annual Percentage Rate or APR shall refer\nto such reduced rate.\n\n\n                                       2\n\n\n\n                ANNUAL TRUSTEE'S FEE:  Shall have the meaning set forth in\nSection 11.6.\n\n                ARC:  AmeriCredit Receivables Corp., a Delaware corporation.\n\n                AVAILABLE FUNDS:  With respect to any Determination Date, the\nsum of (i) the Collected Funds for such Determination Date, (ii) all Purchase\nAmounts deposited in the Collection Account on the related Deposit Date and\n(iii) all income from investments of funds in the Collection Account during\nthe prior Collection Period.\n\n                BACKUP SERVICER:  LaSalle National Bank, or its successor in\ninterest pursuant to Section 10.2, or such Person as shall have been\nappointed as Backup Servicer or successor Servicer pursuant to Section 10.3.\n\n                BASIC SERVICING FEE:  With respect to any Collection Period,\nthe fee payable to the Servicer for services rendered during such Collection\nPeriod, which shall be equal to one-twelfth of the Basic Servicing Fee Rate\nmultiplied by the Aggregate Principal Balance as of the first day of the\nCollection Period.\n\n                BASIC SERVICING FEE RATE:  2.50% per annum, payable monthly\nat one-twelfth of the annual rate.\n\n                BUSINESS DAY:  Any day other than a Saturday, Sunday, legal\nholiday or other day on which commercial banking institutions or trust\ncompanies in Texas, New York, Illinois or any other location of any successor\nServicer, successor Trustee or successor Collateral Agent are authorized or\nobligated by law, executive order or governmental decree to be closed.\n\n                CALENDAR QUARTER:  The three-month period ending on the last\nday of March, June, September or December.\n\n                CERTIFICATE:  Any one of the Class A Certificates or Class B\nCertificates executed by the Trustee on behalf of the Trust in substantially\nthe form set forth in Exhibit A or B, respectively.\n\n                CERTIFICATE MAJORITY:  Holders of Class A Certificates and\nClass B Certificates representing a majority of the sum of the Class A\nCertificate Balance and the Class B Certificate Balance, or if there are no\nClass A Certificates outstanding, holders of Class B Certificates\nrepresenting a majority of the Class B Certificate Balance, provided, that\nfor so long as the Class B Certificate is held by any Affiliate of\nAmeriCredit or by AmeriCredit, it shall be disregarded for purposes of this\ndefinition.\n\n                CERTIFICATEHOLDER OR HOLDER:  The Person in whose name a\nCertificate is registered in the Certificate Register.\n\n\n                                       3\n\n\n\n                CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR:  The register\nmaintained and the registrar appointed pursuant to Section 7.3.\n\n                CLASS:  A class of Certificates.\n\n                CLASS A CERTIFICATE:  Any one of the Certificates executed by\nthe Trust and authenticated by the Trustee in substantially the form set\nforth in Exhibit A hereto.\n\n                CLASS A CERTIFICATE BALANCE:  Initially, the Class A\nPercentage of the Cut-off Date Principal Balance and, thereafter, the initial\nClass A Certificate Balance reduced by all amounts distributed to the Class A\nCertificateholders and allocable to principal.\n\n                CLASS A CERTIFICATE FACTOR:  As of any Distribution Date, a\nseven-digit decimal figure equal to the Class A Certificate Balance as of the\nclose of business on such Distribution Date divided by the initial Class A\nCertificate Balance as of the Cut-off Date.\n\n                CLASS A DISTRIBUTABLE AMOUNT:  On any Distribution Date, the\nsum of the Class A Principal Distributable Amount and the Class A Interest\nDistributable Amount.\n\n                CLASS A INTEREST CARRYOVER SHORTFALL:  As of the close of\nbusiness on any Distribution Date, the excess of the Class A Interest\nDistributable Amount for such Distribution Date plus any outstanding Class A\nInterest Carryover Shortfall from the preceding Distribution Date plus\ninterest on such outstanding Class A Interest Carryover Shortfall, to the\nextent permitted by law, at the Class A Pass-Through Rate from such preceding\nDistribution Date through the current Distribution Date, over the amount of\ninterest that the holders of the Class A Certificates actually received on\nsuch current Distribution Date.\n\n                CLASS A INTEREST DISTRIBUTABLE AMOUNT:  With respect to any\nDistribution Date, the sum of (i) for the initial Distribution Date forty-one\n(41) days of interest and for any Distribution Date thereafter, thirty (30)\ndays of interest, in any case calculated on the basis of a 360-day year\nconsisting of twelve 30-day months, at the Class A Pass-Through Rate on the\nClass A Certificate Balance as of the close of business on the last day of\nthe preceding Collection Period and (ii) any outstanding Class A Interest\nCarryover Shortfall with respect to the immediately preceding Distribution\nDate.\n\n                CLASS A PASS-THROUGH RATE:  6.10% per annum, calculated on\nthe basis of a 360-day year consisting of twelve 30-day months.\n\n                CLASS A PERCENTAGE:  92%.\n\n\n                                       4\n\n\n\n                CLASS A PRINCIPAL CARRYOVER SHORTFALL:  As of the close of\nbusiness on any Distribution Date, the excess of the Class A Principal\nDistributable Amount plus any outstanding Class A Principal Carryover\nShortfall from the preceding Distribution Date over the amount of principal\nthat the holders of the Class A Certificates actually received on such\ncurrent Distribution Date.\n\n                CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT:  With respect to any\nDistribution Date, other than the Final Scheduled Maturity Date, without\nduplication, the sum of (x) the Class A Percentage of the sum of (i) the\nprincipal portion of all Collected Funds received during or with respect to\nthe immediately preceding Collection Period (other than Liquidated\nReceivables and Purchased Receivables) including the principal portion of all\nprepayments, (ii) the Principal Balance of all Receivables that became\nLiquidated Receivables during the related Collection Period (other than\nPurchased Receivables), (iii) the principal portion of the Purchase Amount of\nall Receivables that became Purchased Receivables as of the immediately\npreceding Accounting Date, plus, in the sole discretion of the Security\nInsurer, provided no Insurer Default shall have occurred and be continuing,\nall or any lesser portion (as the Security Issuer may determine) of the\nPrincipal Balance as of the immediately preceding Accounting Date of all the\nReceivables that were required to be purchased pursuant to Sections 3.5 or\n4.7 as of the immediately preceding Accounting Date but were not so purchased\nand (iv) the aggregate amount of Cram Down Losses that shall have occurred\nduring the related Collection Period, and (y) Class A Principal Carryover\nShortfall.  On the Final Scheduled Distribution Date the Class A Principal\nDistributable Amount shall be the Outstanding Class A Certificate Balance.\n\n                CLASS B CERTIFICATE:  Any one of the Certificates executed by\nthe Trust and authenticated by the Trustee in substantially the form set\nforth in Exhibit B hereto.\n\n                CLASS B CERTIFICATE BALANCE:  Initially, the Class B\nPercentage of the Cut-off Date Principal Balance and, thereafter, the initial\nClass B Certificate Balance, reduced by (x) all amounts distributed (pursuant\nto the provision set forth in Section 5.5(b) hereof) to Class B\nCertificateholders and allocable to principal and (y) on any Distribution\nDate on which (i) the sum of the Class A Certificate Balance and the Class B\nCertificate Balance as of such Distribution Date and after taking into\naccount all distributions to be made on such Distribution Date exceeds (ii)\nthe Pool Balance with respect to the immediately preceding Collection Period,\nthe amount of such excess.\n\n                CLASS B CERTIFICATE FACTOR:  As of any Distribution Date, a\nseven-digit decimal figure equal to the Class B Certificate Balance as of the\nclose of business on such Distribution Date divided by the initial Class B\nCertificate Balance as of the Cut-Off Date.\n\n                CLASS B COUPON INTEREST CARRYOVER SHORTFALL:  As of the close\nof business on any Distribution Date, the excess of the Class B Coupon\nInterest Amount for such Distribution Date plus any outstanding Class B\nCoupon Interest Carryover Shortfall from\n\n\n                                       5\n\n\n\nthe preceding Distribution Date, over the amount of interest that the holders\nof the Class B Certificates actually received on such current Distribution\nDate.\n\n                CLASS B COUPON INTEREST AMOUNT:  With respect to any\nDistribution Date, the sum of (i) for the initial Distribution Date forty-one\n(41) days of interest and for any Distribution Date thereafter, thirty (30)\ndays of interest, in any case calculated on the basis of a 360-day year\nconsisting of twelve 30-day months, at the rate of 6.10% per annum in the\nClass B Certificate Balance as of the close of business on the last day of\nthe preceding Collection Period and (ii) any outstanding Class B Coupon\nInterest Carryover Shortfall with respect to the immediately preceding\nDistribution Date.\n\n                CLASS B EXCESS INTEREST AMOUNT:  With respect to any\nDistribution Date, an amount equal to the portion of Available Funds, if any,\nremaining after the distribution of amounts required to be distributed on\nsuch Distribution Date pursuant to clauses (i) through (vii) of Section\n5.5(a).\n\n                CLASS B PERCENTAGE:  8%.\n\n                CLASS B PRINCIPAL CARRYOVER SHORTFALL:  As of the close of\nbusiness on any Distribution Date, the excess of the Class B Principal\nDistributable Amount plus any outstanding Class B Principal Carryover\nShortfall from the preceding Distribution Date over the amount of principal\nthat the holders of the Class B Certificates actually received on such\ncurrent Distribution Date.\n\n                CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT:  With respect to any\nDistribution Date, without duplication, the Class B Percentage of the sum of:\n(i) the principal portion of all Collected Funds received during or with\nrespect to the immediately preceding Collection Period (other than Liquidated\nReceivables and Purchased Receivables) including the principal portion of all\nprepayments, (ii) the Principal Balance of all Receivables that became\nLiquidated Receivables during the related Collection Period (other than\nPurchased Receivables), (iii) the principal portion of the Purchase Amount of\nall Receivables that became Purchased Receivables as of the immediately\npreceding Accounting Date, and (iv) the aggregate amount of Cram Down Losses\nthat shall have occurred during the related Collection Period.\n\n                CLOSING DATE:  December 19, 1995.\n\n                COLLATERAL AGENT:  The Collateral Agent named in the Spread\nAccount Agreement, and any successor thereto pursuant to the terms of the\nSpread Account Agreement.\n\n                COLLATERAL INSURANCE:  Shall have the meaning set forth in\nSection 4.4(a).\n\n\n                                       6\n\n\n\n                COLLECTED FUNDS:  With respect to any Determination Date, the\namount of funds in the Collection Account representing collections on the\nReceivables during or with respect to the related Collection Period,\nincluding all Liquidation Proceeds collected during the related Collection\nPeriod (but excluding any Purchase Amounts).\n\n                COLLECTION ACCOUNT:  The account designated as the Collection\nAccount in, and which is established and maintained pursuant to, Section 5.1.\n\n                COLLECTION PERIOD:  With respect to the first Distribution\nDate, the period beginning on the close of business on November 20, 1995 and\nending on the close of business on December 31, 1995.  With respect to each\nsubsequent Distribution Date, the preceding calendar month.  Any amount\nstated \"as of the close of business of the last day of a Collection Period\"\nshall give effect to the following calculations as determined as of the end\nof the day on such last day:  (i) all applications of collections, and (ii)\nall distributions.\n\n                COLLECTION RECORDS:  All manually prepared or computer\ngenerated records relating to collection efforts or payment histories with\nrespect to the Receivables.\n\n                COMPUTER TAPE OR LISTING:  The computer tape or listing\ngenerated on behalf of the Seller which provides information relating to the\nReceivables and which was used by the Seller in selecting the Receivables\nconveyed to the Trust hereunder.\n\n                CONFIDENTIAL OFFERING CIRCULAR:  The Offering Circular, dated\nDecember 7, 1995, relating to the Class A Certificates.\n\n                CONTROLLING PARTY:  The Security Insurer, so long as no\nInsurer Default shall have occurred and be continuing and the Trustee for the\nbenefit of the Certificateholders, for so long as the Insurer Default shall\nhave occurred and be continuing.\n\n                CORPORATE TRUST OFFICE:  The principal office of the Trustee\nat which at any particular time its corporate trust business shall be\nadministered, which office at the Closing Date is located at LaSalle National\nBank, 135 S. LaSalle Street , Suite 200, Chicago, Illinois 60603, Attention:\nAsset Backed Securities Trust Administration.  The telecopy number for the\nCorporate Trust Office on the Closing Date is (312) 904-2084.\n\n                CRAM DOWN LOSS:  With respect to a Receivable, if a court of\nappropriate jurisdiction in an insolvency proceeding shall have issued an\norder reducing the amount owed on a Receivable or otherwise modifying or\nrestructuring the scheduled payments to be made on a Receivable, an amount\nequal to the excess of the principal balance of such Receivable immediately\nprior to such order over the principal balance of such Receivable as so\nreduced or the net present value (using as the discount rate the higher of\nthe APR on such Receivable or the rate of interest, if any, specified by the\ncourt in such order) of the\n\n\n                                       7\n\n\n\nscheduled payments as so modified or restructured.  A \"Cram Down Loss\" shall\nbe deemed to have occurred on the date of issuance of such order.\n\n                CUSTODIAN:  AmeriCredit and any other Person named from time\nto time as custodian in any Custodian Agreement acting as agent for the\nTrustee, which Person must be acceptable to the Controlling Party (the\nCustodian as of the Closing Date is acceptable to the Security Insurer as of\nthe Closing Date).\n\n                CUSTODIAN AGREEMENT:  Any Custodian Agreement from time to\ntime in effect between the Custodian named therein and the Trustee, as the\nsame may be amended, supplemented or otherwise modified from time to time in\naccordance with the terms thereof, which Custodian Agreement and any\namendments, supplements or modifications thereto shall be acceptable to the\nControlling Party (the Custodian Agreement which is effective on the Closing\nDate is acceptable to the Controlling Party).\n\n                CUT-OFF DATE:  November 20, 1995.\n\n                CUT-OFF DATE PRINCIPAL BALANCE:  $70,633,054.08\n\n                DEALER:  A seller of new or used automobiles or light trucks\nthat originated one or more of the Receivables and sold the respective\nReceivable, directly or indirectly, to AmeriCredit.\n\n                DEALER AGREEMENT:  An agreement by and among AmeriCredit and\na Dealer relating to the sale of retail installment sale contracts and\ninstallment notes to AmeriCredit and all documents and instruments relating\nthereto.\n\n                DEALER ASSIGNMENT:  With respect to a Receivable, the\nexecuted assignment executed by a Dealer conveying such Receivable to\nAmeriCredit.\n\n                DEALER UNDERWRITING GUIDE: means the underwriting manual used\nby AmeriCredit in the purchase of Receivables as amended from time to time.\n\n                DEFICIENCY CLAIM AMOUNT:  Shall have the meaning set forth in\nSection 6.3(a).\n\n                DEFICIENCY CLAIM DATE:  With respect to any Distribution\nDate, the fourth Business Day immediately preceding such Distribution Date.\n\n                DEFICIENCY NOTICE:  Shall have the meaning set forth in\nSection 6.3(a).\n\n                DEPOSIT DATE:  With respect to any Collection Period, the\nBusiness Day immediately preceding the related Determination Date.\n\n\n                                       8\n\n\n\n                DETERMINATION DATE:  With respect to a Collection Period, the\nearlier of (i) the fourth Business Day preceding the Distribution Date in the\nnext calendar month, and (ii) the 5th day of the next calendar month, or if\nsuch 5th day is not a Business Day, the next succeeding Business Day.\n\n                DISTRIBUTION AMOUNT:  With respect to a Distribution Date,\nthe sum of (i) the Available Funds for such Distribution Date, plus (ii) the\nDeficiency Claim Amount, if any, received by the Trustee with respect to such\nDistribution Date.\n\n                DISTRIBUTION DATE:  The 12th day of each calendar month, or\nif such 12th day is not a Business Day, the next succeeding Business Day,\ncommencing January 12, 1996 and including the Final Scheduled Distribution\nDate.\n\n                DRAW DATE:  With respect to any Distribution Date, the third\nBusiness Day immediately preceding such Distribution Date.\n\n                ELECTRONIC LEDGER:  The electronic master record of the\nretail installment sales contracts or installment loans of the Servicer.\n\n                ELIGIBLE ACCOUNT:  (i) A segregated trust account that is\nmaintained with a depository institution acceptable to the Security Insurer\n(so long as an Insurer Default shall not have occurred and be continuing), or\n(ii) a demand deposit account maintained with a depository institution or\ntrust company organized under the laws of the United States of America, or\nany of the States thereof, or the District of Columbia, having a certificate\nof deposit, short term deposit or commercial paper rating of at least A-1+ by\nStandard &amp; Poor's and P-1 by Moody's and (so long as an Insurer Default shall\nnot have occurred and be continuing) acceptable to the Security Insurer.  In\neither case, such depository institution or trust company shall have been\napproved by the Controlling Party (as defined in the Spread Account\nAgreement), acting in its discretion, by written notice to the Collateral\nAgent.\n\n                ELIGIBLE INVESTMENTS:  Any one or more of the following types\nof investments:\n\n                      (i)(A) direct interest-bearing obligations of, and\n        interest-bearing obligations guaranteed as to timely payment of\n        principal and interest by, the United States or any agency or\n        instrumentality of the United States the obligations of which are\n        backed by the full faith and credit of the United States; and (B)\n        direct interest-bearing obligations of, and interest-bearing\n        obligations guaranteed as to timely payment of principal and interest\n        by, the Federal National Mortgage Association or the Federal Home\n        Loan Mortgage Corporation, but only if, at the time of\n\n\n                                       9\n\n\n\n        investment, such obligations are rated AAA by Standard &amp; Poor's and\n        Aaa by Moody's;\n\n                      (ii)   demand or time deposits in, certificates of\n        deposit of, or bankers' acceptances issued by any depository\n        institution or trust company organized under the laws of the United\n        States or any State and subject to supervision and examination by\n        federal and\/or State banking authorities (including, if applicable,\n        the Trustee or any agent of the Trustee acting in their respective\n        commercial capacities); provided that the short-term unsecured debt\n        obligations of such depository institution or trust company at the\n        time of such investment, or contractual commitment providing for such\n        investment, are rated A1+ by Standard &amp; Poor's and P-1 by Moody's;\n\n                      (iii)   repurchase obligations pursuant to a written\n        agreement (A) with respect to any obligation described in clause (i)\n        above, where the Trustee has taken actual or constructive delivery of\n        such obligation in accordance with Section 5.1, and (B) entered into\n        with a depository institution or trust company organized under the\n        laws of the United States or any State thereof, the deposits of which\n        are insured by the Federal Deposit Insurance Corporation and the\n        short-term unsecured debt obligations of which are rated \"A-1+\" by\n        Standard &amp; Poor's and \"P-1\" by Moody's (including, if applicable, the\n        Trustee or any agent of the Trustee acting in their respective\n        commercial capacities);\n\n                      (iv)   securities bearing interest or sold at a\n        discount issued by any corporation incorporated under the laws of the\n        United States or any State whose long-term unsecured debt obligations\n        are rated AAA by Standard &amp; Poor's and Aaa by Moody's at the time of\n        such investment or contractual commitment providing for such\n        investment; PROVIDED HOWEVER, that securities issued by any\n        particular corporation will not be Eligible Investments to the extent\n        that an investment therein will cause the then outstanding principal\n        amount of securities issued by such corporation and held as part of\n        the Collection Account to exceed 10% of the Eligible Investments held\n        in the Collection Account (with Eligible Investments held in the\n        Collection Account valued at par);\n\n                      (v)   commercial paper that (1) is payable in United\n        States dollars and (2) is rated A1+ by Standard &amp; Poor's and P-1 by\n        Moody's;\n\n                      (vi)   money market mutual funds registered under the\n        Investment Company Act of 1940, as amended, having a rating, at the\n        time of such investment, from each of the Rating Agencies in the\n        highest investment category granted thereby (in the case of Standard\n        &amp; Poor's AAAm-G or AAAm); and\n\n\n                                       10\n\n\n                      (vii)   any other demand or time deposit, obligation,\n        security or investment as may be acceptable to the Rating Agencies\n        and the Security Insurer, as evidenced by the prior written consent\n        of the Rating Agencies and the Security Insurer, as may from time to\n        time be confirmed in writing to the Trustee by the Security Insurer.\n\n                ELIGIBLE SERVICER:  AmeriCredit, the Backup Servicer or\nanother Person which at the time of its appointment as Servicer, (i) is\nservicing a portfolio of motor vehicle retail installment sales contracts\nand\/or motor vehicle installment loans, (ii) is legally qualified and has the\ncapacity to service the Receivables, (iii) has demonstrated the ability\nprofessionally and competently to service a portfolio of motor vehicle retail\ninstallment sales contracts and\/or motor vehicle installment loans similar to\nthe Receivables with reasonable skill and care, (iv) is qualified and\nentitled to use, pursuant to a license or other written agreement, and agrees\nto maintain the confidentiality of, the software which the Servicer uses in\nconnection with performing its duties and responsibilities under this\nAgreement or otherwise has available software which is adequate to perform\nits duties and responsibilities under this Agreement and (v) has a minimum\nnet worth of $50,000,000.\n\n                FINAL SCHEDULED DISTRIBUTION DATE:  May 12, 2001.\n\n                FINANCED VEHICLE:  A new or used automobile or light truck,\nvan or mini-van together with all accessories thereto, securing or purporting\nto secure an Obligor's indebtedness under a Receivable.\n\n                FORCE-PLACED INSURANCE:  The meaning set forth in Section\n4.4(b).\n\n                FRACTIONAL UNDIVIDED INTEREST:  The fractional undivided\ninterest in the Trust that is evidenced by a Certificate.\n\n                INDEPENDENT ACCOUNTANTS:  Shall have the meaning set forth in\nSection 4.11(a).\n\n                INSURANCE ADD-ON AMOUNT:  The premium charged to the Obligor\nin the event that the Servicer obtains Force-Placed Insurance pursuant to\nSection 4.4.\n\n                INSURANCE AGREEMENT:  The Insurance and Indemnity Agreement\nbetween the Security Insurer and AmeriCredit.\n\n                INSURANCE AGREEMENT EVENT OF DEFAULT:  An \"Event of Default\"\nas defined in the Insurance Agreement.\n\n                INSURANCE POLICY:  With respect to a Receivable, any\ninsurance policy benefiting the holder of the Receivable providing loss or\nphysical damage, credit life, credit\n\n\n                                       11\n\n\n\ndisability, theft, mechanical breakdown or similar coverage with respect to\nthe Financed Vehicle or the Obligor.\n\n                INSURER DEFAULT:  The occurrence and continuance of any of\nthe following events:\n\n                         (A)  the Security Insurer shall have failed to make\n                a payment required under the Policy in accordance with its\n                terms;\n\n                         (B)  The Security Insurer shall have (i) filed a\n                petition or commenced any case or proceeding under any\n                provision or chapter of the United States Bankruptcy Code or\n                any other similar federal or state law relating to\n                insolvency, bankruptcy, rehabilitation, liquidation or\n                reorganization, (ii) made a general assignment for the\n                benefit of its creditors, or (iii) had an order for relief\n                entered against it under the United States Bankruptcy Code or\n                any other similar federal or state law relating to\n                insolvency, bankruptcy, rehabilitation, liquidation or\n                reorganization which is final and nonappealable; or\n\n                         (C)  a court of competent jurisdiction, the New York\n                Department of Insurance or other competent regulatory\n                authority shall have entered a final and nonappealable order,\n                judgment or decree (i) appointing a custodian, trustee, agent\n                or receiver for the Security Insurer or for all or any\n                material portion of its property or (ii) authorizing the\n                taking of possession by a custodian, trustee, agent or\n                receiver of the Security Insurer (or the taking of possession\n                of all or any material portion of the property of the\n                Security Insurer).\n\n                LIEN:  Any security interest, lien, charge, pledge,\npreference, equity or encumbrance of any kind, including tax liens,\nmechanics' liens and any liens that attach by operation of law.\n\n                LIEN CERTIFICATE:  With respect to a Financed Vehicle, an\noriginal certificate of title, certificate of lien or other notification\nissued by the Registrar of Titles of the applicable state to a secured party\nwhich indicates that the lien of the secured party on the Financed Vehicle is\nrecorded on the original certificate of title.  In any jurisdiction in which\nthe original certificate of title is required to be given to the Obligor, the\nterm \"Lien Certificate\" shall mean only a certificate or notification issued\nto a secured party.\n\n                LIQUIDATED RECEIVABLE:  With respect to any Collection\nPeriod, a Receivable as to which (i) 90 days have elapsed since the Servicer\nrepossessed the Financed Vehicle, (ii) the Servicer has determined in good\nfaith that all amounts it expects to recover have\n\n\n                                       12\n\n\n\n\nbeen received or (iii) 5% or more of a Scheduled Payment shall have become\n120 or more days delinquent, except in the case of repossessed Financed\nVehicles.\n\n                LIQUIDATION PROCEEDS:  With respect to a Liquidated\nReceivable, all amounts realized with respect to such Receivable (other than\namounts withdrawn from the Spread Account and drawings under the Policy) net\nof (i) reasonable expenses incurred by the Servicer in connection with the\ncollection of such Receivable and the repossession and disposition of the\nFinanced Vehicle and (ii) amounts that are required to be refunded to the\nObligor on such Receivable; PROVIDED HOWEVER, that the Liquidation Proceeds\nwith respect to any Receivable shall in no event be less than zero.\n\n                LOCKBOX ACCOUNT:  An account maintained on behalf of the\nTrustee by the Lockbox Bank pursuant to Section 4.2(d).\n\n                LOCKBOX AGREEMENT:  The Tri-Party Remittance Processing\nAgreement, dated as of November 20, 1995, by and among AmeriCredit, First\nInterstate Bank of Texas, N.A., and the Trustee, as such agreement may be\namended or supplemented from time to time, unless the Trustee hereunder shall\ncease to be a party thereunder, or such agreement shall be terminated in\naccordance with its terms, in which event \"Lockbox Agreement\" shall mean such\nother agreement, in form and substance acceptable to the Controlling Party,\namong the Servicer, the Trustee and the Lockbox Bank.\n\n                LOCKBOX BANK:  A depository institution named by the Servicer\nand acceptable to the Controlling Party.\n\n                MONTHLY RECORDS:  All records and data maintained by the\nServicer with respect to the Receivables, including the following with\nrespect to each Receivable:  the account number; the originating Dealer;\nObligor name; Obligor address; Obligor home phone number; Obligor business\nphone number; original Principal Balance; original term; Annual Percentage\nRate; current Principal Balance; current remaining term; origination date;\nfirst payment date; final scheduled payment date; next payment due date; date\nof most recent payment; new\/used classification; collateral description; days\ncurrently delinquent; number of contract extensions (months) to date; amount\nof Scheduled Payment; current Insurance Policy expiration date; and past due\nlate charges.\n\n                MOODY'S:  Moody's Investors Service, Inc., or any successor\nthereto.\n\n                NOTICE OF DEFICIENCY:  A written or telecopied notice from\nthe Trustee to the Security Insurer, substantially in the form of Exhibit A\nto the Policy.\n\n                OBLIGOR:  The purchaser or the co-purchasers of the Financed\nVehicle and any other Person or Persons who are primarily or secondarily\nobligated to make payments under a Receivable.\n\n\n                                       13\n\n\n\n                OFFICER'S CERTIFICATE:  A certificate signed by the chairman\nof the board, the vice chairman, the president, the chief financial officer\nor any vice president.\n\n                OPINION OF COUNSEL:  A written opinion of counsel reasonably\nacceptable to the Security Insurer, which opinion is acceptable in form and\nsubstance to the Trustee and, if such opinion or a copy thereof is required\nby the provisions of this Agreement to be delivered to the Security Insurer,\nto the Security Insurer.\n\n                OTHER CONVEYED PROPERTY:  All property conveyed by the Seller\nto the Trust pursuant to this Agreement other than the Receivables.\n\n                PERSON:  Any legal person, including any individual,\ncorporation, partnership, joint venture, estate, association, joint stock\ncompany, trust, unincorporated organization or government or any agency or\npolitical subdivision thereof, or any other entity.\n\n                POLICY:  The financial guaranty insurance policy number\n______-N issued by the Security Insurer to the Trustee for the benefit of the\nClass A Certificateholders, including any endorsements thereto.\n\n                POLICY CLAIM AMOUNT:  Shall have the meaning set forth in\nSection 6.4(a).\n\n                POLICY PAYMENTS ACCOUNT:  The account designated as the\nPolicy Payments Account in, and which is established and maintained pursuant\nto, Section 5.1.\n\n                POOL BALANCE:  As of the close of business on the last day of\na Collection Period, the aggregate Principal Balance of the Receivables\n(excluding Purchased Receivables and Liquidated Receivables).\n\n                POOL FACTOR:  With respect to any Distribution Date, a seven\ndigit decimal figure equal to, as applicable, the Class A Certificate Balance\nas of such Distribution Date (after giving effect to distributions on such\ndate) divided by the Class A Certificate Balance as of the Closing Date, or,\nthe Class B Certificate Balance as of such Distribution Date (after giving\neffect to distributions on such date) divided by the Class B Certificate\nBalance as of the Closing Date.\n\n                PREFERENCE CLAIM:  Shall have the meaning set forth in\nSection 6.5(b).\n\n                PRINCIPAL BALANCE:  With respect to any Receivable, as of any\ndate, the Amount Financed minus (i) that portion of all amounts received on\nor prior to such date and allocable to principal in accordance with the terms\nof the Receivable, and (ii) any Cram Down Loss in respect of such Receivable.\n\n\n                                       14\n\n\n\n                PURCHASE AMOUNT:  With respect to a Receivable, the Principal\nBalance and all accrued and unpaid interest on the Receivable as of the date\nof purchase.\n\n                PURCHASED RECEIVABLE:  As of any Accounting Date, any\nReceivable that became a Warranty Receivable or Administrative Receivable as\nof such Accounting Date (or which the Seller or the Servicer has elected to\npurchase as of an earlier Accounting Date, as permitted hereunder) and as to\nwhich the Purchase Amount has been deposited in the Collection Account by the\nSeller or the Servicer, as applicable, on or before the related Deposit Date.\n\n                RATING AGENCY:  Each of Moody's and Standard &amp; Poor's, so\nlong as such Persons maintain a rating on the Certificates; and if either\nMoody's or Standard &amp; Poor's no longer maintains a rating on the\nCertificates, such other nationally recognized statistical rating\norganization selected by the Certificate Majority, AmeriCredit and (so long\nas an Insurer Default shall not have occurred and be continuing) acceptable\nto the Security Insurer.\n\n                RECEIVABLE:  A retail installment sale contract or promissory\nnote (and related security agreement) for a new or used automobile or light\ntruck, vans or mini-vans (and all accessories thereto) that is included in\nthe Schedule of Receivables, and all rights and obligations under such a\ncontract, but not including (i) any Liquidated Receivable (other than for\npurposes of calculating, as applicable, the Class A Principal Distributable\nAmount and the Class B Principal Distributable Amount hereunder), or (ii) any\nPurchased Receivable on or after the Accounting Date immediately preceding\nthe Deposit Date on which payment of the Purchase Amount is made in\nconnection therewith pursuant to Section 5.4.\n\n                RECEIVABLE FILE:  The documents, electronic entries,\ninstruments and writings listed in Section 3.2 pertaining to a particular\nReceivable.\n\n                REGISTRAR OF TITLES:  With respect to any state, the\ngovernmental agency or body responsible for the registration of, and the\nissuance of certificates of title relating to, motor vehicles and liens\nthereon.\n\n                RELATED DOCUMENTS:  The Certificates, the Indemnification\nAgreement, the Spread Account Agreement, the Insurance Agreement, the Lockbox\nAgreement, and the Initial Purchaser Agreement dated December 7, 1995 between\nthe Seller and the initial purchaser of the Certificates.  The Related\nDocuments to be executed by any party are referred to herein as \"such party's\nRelated Documents,\" \"its Related Documents\" or by a similar expression.\n\n\n                                       15\n\n\n\n\n\n     REPURCHASE EVENTS:  The occurrence of a breach of any of the Seller's or\nthe Servicer's representations and warranties in this Agreement which requires\nthe repurchase of a Receivable by the Seller or the Servicer pursuant hereto.\n\n     REQUIRED DEPOSIT RATING:  A rating on short-term unsecured debt\nobligations of \"P-1\" by Moody's and at least \"A-1+\" by Standard &amp; Poor's (or\nsuch other rating as may be acceptable to the Rating Agencies and, so long as\nan Insurer Default shall not have occurred and be continuing, the Security\nInsurer) so as to not affect the rating on the Certificates.\n\n     RESPONSIBLE OFFICER:  When used with respect to the Trustee, any officer\nof the Trustee assigned by the Trustee to administer its corporate trust\naffairs relating to the Trust.  When used with respect to any other Person\nthat is not an individual, the President, any Vice-President or Assistant\nVice-President or the Controller of such Person, or any other officer or\nemployee having similar functions.\n\n     SCHEDULE OF RECEIVABLES:  The schedule of all retail installment sales\ncontracts and promissory notes originally held as part of the Trust which is\nattached as Schedule A.\n\n     SCHEDULE OF REPRESENTATIONS:  The Schedule of Representations and\nWarranties attached hereto as Schedule B.\n\n     SCHEDULED PAYMENT:  With respect to any Collection Period for any\nReceivable, the amount set forth in such Receivable as required to be paid by\nthe Obligor in such Collection Period.  If after the Closing Date, the\nObligor's obligation under a Receivable with respect to a Collection Period\nhas been modified so as to differ from the amount specified in such\nReceivable as a result of (i) the order of a court in an insolvency\nproceeding involving the Obligor, (ii) pursuant to the Soldiers' and Sailors'\nCivil Relief Act of 1940 or (iii) modifications or extensions of the\nReceivable permitted by Section 4.2(b), the Scheduled Payment with respect to\nsuch Collection Period shall refer to the Obligor's payment obligation with\nrespect to such Collection Period as so modified.\n\n     SECURITY INSURER:  Financial Security Assurance Inc., a monoline\ninsurance company incorporated under the laws of the State of New York, or\nany successor thereto, as issuer of the Policy.\n\n     SELLER:  shall have the meaning set forth in the first paragraph of this\nAgreement.\n\n     SERIES:  The Certificates issued pursuant to this Agreement.\n\n\n                                     16\n\n\n\n\n     SERVICER:  AmeriCredit Financial Services, Inc., a Delaware corporation,\nits successor in interest pursuant to Section 9.2 or, after any termination\nof the Servicer upon a Servicer Termination Event, the Backup Servicer or any\nother successor Servicer.\n\n     SERVICER EXTENSION NOTICE:  The notice delivered pursuant to Section 4.14.\n\n     SERVICER TERMINATION EVENT:  An event described in Section 10.1.\n\n     SERVICER'S CERTIFICATE:  With respect to each Determination Date, a\ncertificate, completed by and executed on behalf of the Servicer, in\naccordance with Section 4.9, substantially in the form attached hereto as\nExhibit C.\n\n     SIMPLE INTEREST METHOD:  The method of allocating a fixed level payment\non an obligation between principal and interest, pursuant to which the\nportion of such payment that is allocated to interest is equal to the product\nof the fixed rate of interest on such obligation multiplied by the period of\ntime (expressed as a fraction of a year, based on the actual number of days\nin the calendar month and 365 days in the calendar year) elapsed since the\npreceding payment under the obligation was made.\n\n     SIMPLE INTEREST RECEIVABLE:  A Receivable under which the portion of the\npayment allocable to interest and the portion allocable to principal is\ndetermined in accordance with the Simple Interest Method.\n\n     SPREAD ACCOUNT:  The Series 1995-B Spread Account established and\nmaintained pursuant to the Spread Account Agreement.  The Spread Account\nshall in no event be deemed part of the Trust Property.\n\n     SPREAD ACCOUNT AGREEMENT:  The Spread Account Agreement among ARC, the\nSecurity Insurer, the Collateral Agent and the Trustee as the same may be\namended, supplemented or otherwise modified in accordance with the terms\nthereof.\n\n     STANDARD &amp; POOR'S:  Standard &amp; Poor's Ratings Service, or any successor\nthereto.\n\n     SUBCOLLECTION ACCOUNT:  The account designated as the Subcollection\nAccount in, and which is established and maintained pursuant to Section 5.2(a).\n\n     SUPPLEMENTAL SERVICING FEE:  With respect to any Collection Period all\nadministrative fees, expenses and charges paid by or on behalf of Obligors,\nincluding late fees, prepayment fees and liquidation fees collected on the\nReceivables during such Collection Period.\n\n\n                                     17\n\n\n\n\n     TOTAL SERVICING FEE:  The sum of the Basic Servicing Fee and the\nSupplemental Servicing Fee.\n\n     TRIGGER EVENT:  shall have the meaning set forth in the Spread Account\nAgreement.\n\n     TRUST:  shall have the meaning set forth in Section 2.1.\n\n     TRUST PROPERTY:  The property and proceeds conveyed pursuant to Section\n3.1, together with certain monies paid on or after the Cut-off Date, the\nPolicy, the Collection Account (including all Eligible Investments therein\nand all proceeds therefrom), the Lockbox Account, the Subcollection Account\nand certain other rights under this Agreement.  Although the Seller has\npledged the Spread Account to the Trustee and the Security Insurer pursuant\nto the Spread Account Agreement, the Spread Account shall not under any\ncircumstances be deemed to be a part of or otherwise includable in the Trust\nor the Trust Property.\n\n     TRUSTEE:  The Person acting as Trustee under this Agreement, its\nsuccessors in interest and any successor Trustee under this Agreement.\n\n     UCC:  The Uniform Commercial Code as in effect in the relevant\njurisdiction.\n\n     WARRANTY RECEIVABLE:  With respect to any Collection Period, a\nReceivable which the Seller has become obligated to repurchase pursuant to\nSection 3.5.\n\n     1.2.  USAGE OF TERMS.  With respect to all terms used in this Agreement,\nthe singular includes the plural and the plural the singular; words importing\nany gender include the other genders; references to \"writing\" include\nprinting, typing, lithography, and other means of reproducing words in a\nvisible form; references to agreements and other contractual instruments\ninclude all subsequent amendments thereto or changes therein entered into in\naccordance with their respective terms and not prohibited by this Agreement;\nreferences to Persons include their permitted successors and assigns; and the\nterms \"include\" or \"including\" mean \"include without limitation\" or\n\"including without limitation.\"\n\n     1.3.  CALCULATIONS.  All calculations of the amount of interest accrued\non the Certificates and all calculations of the amount of the Basic Servicing\nFee shall be made on the basis of a 360-day year consisting of twelve 30-day\nmonths.  All references to the Principal Balance of a Receivable as of a\nAccounting Date shall refer to the close of business on such day.\n\n\n                                     18\n\n\n\n\n     1.4.  SECTION REFERENCES.  All references to Articles, Sections,\nparagraphs, subsections, exhibits and schedules shall be to such portions of\nthis Agreement unless otherwise specified.\n\n     1.5.  ACTION BY OR CONSENT OF CERTIFICATEHOLDERS.  Whenever any\nprovision of this Agreement refers to action to be taken, or consented to, by\nCertificateholders, such provision shall be deemed to refer to\nCertificateholders of record as of the Accounting Date immediately preceding\nthe date on which such action is to be taken, or consent given, by\nCertificateholders. Solely for the purposes of any action to be taken, or\nconsented to, by Certifi-cateholders, any Certificate registered in the name\nof AmeriCredit or any Affiliate thereof shall be deemed not to be outstanding\nand the Fractional Undivided Interest evidenced thereby shall not be taken\ninto account in determining whether the requisite Fractional Undivided\nInterest necessary to effect any such action or consent has been obtained;\nPROVIDED HOWEVER, that, solely for the purpose of determining whether the\nTrustee is entitled to rely upon any such action or consent, only\nCertificates which the Trustee knows to be so owned shall be so disregarded.\n\n     1.6.  NO RECOURSE.  No recourse may be taken, directly or indirectly,\nunder this Agreement or any certificate or other writing delivered in\nconnection herewith or therewith, against any stockholder, officer, or\ndirector, as such, of the Seller, AmeriCredit, the Servicer or the Trustee or\nof any predecessor or successor of the Seller, AmeriCredit, the Servicer or\nthe Trustee.\n\n     1.7.  MATERIAL ADVERSE EFFECT.  Whenever a determination is to be made\nunder this Agreement as to whether a given event, action, course of conduct\nor set of facts or circumstances could or would have a material adverse\neffect on the Trust or the Certificateholders (or any similar or analogous\ndetermination), such determination shall be made without taking into account\nthe insurance provided by the Policy.\n\n\n                                     II\n                              CREATION OF TRUST\n\n     II.1  CREATION OF TRUST.  The Seller does hereby create and establish,\npursuant to the laws of the State of New York and this Agreement a trust (the\n\"Trust\"), which for convenience shall be known as \"AmeriCredit Automobile\nReceivables Trust 1995-B.\"\n\n\n                                     19\n\n\n\n\n                                    III\n              CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE;\n                       ORIGINAL ISSUANCE OF CERTIFICATES\n\n     III.1.  CONVEYANCE OF RECEIVABLES.  Subject to the terms and conditions\nof this Agreement, the Seller, pursuant to the mutually agreed upon terms\ncontained herein, hereby sells, transfers, assigns, and otherwise conveys to\nthe Trust, without recourse (but without limitation of its obligations in\nthis Agreement), all of the right, title and interest of the Seller in and to\nthe Receivables, all monies payable thereon or in respect thereof after the\nCutoff Date, the security interests of the Seller in the related Financed\nVehicles, the Insurance Policies and any proceeds from any Insurance Policies\nrelating to the Receivables, the Obligors or the related Financed Vehicles,\nincluding rebates of premiums, all Collateral Insurance and any Force-Placed\nInsurance relating to the Receivables, rights of the Seller against Dealers\nwith respect to the Receivables under the Dealer Agreements and the Dealer\nAssignments, all items contained in the related Receivable Files, any and all\nother documents that the Seller or the Servicer keeps on file in accordance\nwith its customary procedures relating to the Receivables, the Obligors or\nthe related Financed Vehicles, property (including the right to receive\nfuture Liquidation Proceeds) that secures a Receivable and that has been\nacquired by or on behalf of the Seller or the Trust pursuant to liquidation\nof such Receivable, all funds on deposit from time to time in the Collection\nAccount (including all income thereon and all amounts deposited in respect of\nAdministrative Receivables and Warranty Receivables) and all investments\ntherein and proceeds thereof, all proceeds and investments of any of the\nforegoing, all present and future claims, demands, causes and choses in\naction in respect of any or all of the foregoing and all payments on or under\nand all proceeds of every kind and nature whatsoever in respect of any or in\nlieu of the foregoing, including all proceeds of the conversion, voluntary or\ninvoluntary, into cash or other liquid property, all cash proceeds, accounts,\naccounts receivable, notes, drafts, acceptances, chattel paper, checks,\ndeposit accounts, insurance proceeds, condemnation awards, rights to payment\nof any and every kind and other forms of obligations and receivables,\ninstruments and other property which at any time constitute all or part of or\nare included in the proceeds of any of the foregoing.  It is the intention of\nthe Seller that the transfer and assignment contemplated by this Agreement\nshall constitute a sale of the Receivables and Other Conveyed Property from\nthe Seller to the Trust and the beneficial interest in and title to the\nReceivables and the Other Conveyed Property shall not be part of the Seller's\nestate in the event of the filing of a bankruptcy petition by or against the\nSeller under any bankruptcy law.  In the event that, notwithstanding the\nintent of the Seller, the transfer and assignment contemplated hereby is held\nnot to be a sale, this Agreement shall constitute a grant of a first priority\nsecurity interest to the Trust in the property referred to in this Section\n3.1 for the benefit of the Certificateholders.\n\n\n                                     20\n\n\n\n\n     III.2.  CUSTODY OF RECEIVABLE FILES.\n\n     (a)  In connection with the sale, transfer and assignment of the\nReceivables and the Other Conveyed Property to the Trust pursuant to this\nAgreement and simultaneously with the execution and delivery of this\nAgreement, the Trustee shall enter into the Custodian Agreement with the\nCustodian, dated as of November 20, 1995, pursuant to which the Trustee shall\nrevocably appoint the Custodian, and the Custodian shall accept such\nappointment, to act as the agent of the Trustee as custodian of the following\ndocuments or instruments in its possession which shall be delivered to the\nCustodian as agent of the Trustee on or before the Closing Date (with respect\nto each Receivable):\n\n          (i)   The fully executed original of the Receivable (together with\n     any agreements modifying the Receivable, including without limitation any\n     extension agreements);\n\n          (ii)  The original credit application, or a copy thereof, of each\n     Obligor, fully executed by each such Obligor on AmeriCredit's customary\n     form, or on a form approved by AmeriCredit, for such application, and\n\n          (iii) The original certificate of title (when received) and otherwise\n     such documents, if any, that AmeriCredit keeps on file in accordance with\n     its customary procedures indicating that the Financed Vehicle is owned by\n     the Obligor and subject to the interest of AmeriCredit as first lienholder\n     or secured party (including any Lien Certificate received by AmeriCredit),\n     or, if such original certificate of title has not yet been received, a copy\n     of the application therefor, showing AmeriCredit as secured party.\n\n     The Trustee may act as the Custodian, in which case the Trustee shall be\ndeemed to have assumed the obligations of the Custodian specified in the\nCustodian Agreement.\n\n     (b)  Upon payment in full of any Receivable, the Servicer will notify\nthe Custodian pursuant to a certificate of an officer of the Servicer (which\ncertificate shall include a statement to the effect that all amounts received\nin connection with such payments which are required to be deposited in the\nCollection Account pursuant to Section 4.1 have been so deposited) and shall\nrequest delivery of the Receivable and Receivable File to the Servicer.  From\ntime to time as appropriate for servicing and enforcing any Receivable, the\nCustodian shall, upon written request of an officer of the Servicer and\ndelivery to the Custodian of a receipt signed by such officer, cause the\noriginal Receivable and the related Receivable File to be released to the\nServicer.  The Servicer's receipt of a Receivable and\/or Receivable File\nshall obligate the Servicer to return the original Receivable and the related\nReceivable File to the Custodian when its need by the Servicer has ceased\nunless the Receivable is repurchased as described in Section 3.5 or 4.7.\n\n\n                                     21\n\n\n\n\n     III.3   CONDITIONS TO ISSUANCE BY TRUST.  As conditions to the Trustee's\nexecution and delivery of the Certificates on the Closing Date, the Trustee\nshall have received the following on or before the Closing Date:\n\n               (a) The Schedule of Receivables certified by the President,\n     Controller or Treasurer of the Seller;\n\n               (b) The acknowledgement of the Custodian that it holds the\n     Receivable File relating to each Receivable;\n\n               (c) Copies of resolutions of the Board of Directors of the Seller\n     approving the execution, delivery and performance of this Agreement, the\n     Related Documents and the transactions contemplated hereby and thereby,\n     certified by a Secretary or an Assistant Secretary of the Seller;\n\n               (d) Copies of resolutions of the Board of Directors of\n     AmeriCredit approving the execution, delivery and performance of this\n     Agreement, the Related Documents and the transactions contemplated hereby\n     and thereby, certified by a Secretary or an Assistant Secretary of\n     AmeriCredit;\n\n               (e) Evidence that all filings (including, without limitation,\n     UCC filings) required to be made by any Person and actions required to be\n     taken or performed by any Person in any jurisdiction to give the Trustee a\n     first priority perfected lien on, or ownership interest in, the Receivables\n     and the Other Conveyed Property have been made, taken or performed; and\n\n               (f) An executed copy of the Policy and Spread Account Agreement.\n\n     III .4.   REPRESENTATIONS AND WARRANTIES OF SELLER.  By its execution of\nthis Agreement, the Seller makes the following representations and warranties\non which the Trust relies in accepting the Receivables and the Other Conveyed\nProperty and in issuing the Certificates and upon which the Security Insurer\nrelies in issuing the Policy.  Unless otherwise specified, such representations\nand warranties speak as of the Closing Date, but shall survive the sale,\ntransfer, and assignment of the Receivables to the Trust.\n\n     (a)  SCHEDULE OF REPRESENTATIONS.  The representations and warranties\nset forth on the Schedule of Representations attached hereto as Schedule B\nare true and correct.\n\n     (b)  ORGANIZATION AND GOOD STANDING.  The Seller has been duly organized\nand is validly existing as a corporation in good standing under the laws of\nthe State of Delaware, with power and authority to own its properties and to\nconduct its business as such properties are currently owned and such business\nis currently conducted, and had at all relevant times,\n\n\n                                     22\n\n\n\n\nand now has, power, authority and legal right to acquire, own and sell the\nReceivables and the Other Conveyed Property transferred to the Trust.\n\n     (c)  DUE QUALIFICATION.  The Seller is duly qualified to do business as\na foreign corporation in good standing and has obtained all necessary\nlicenses and approvals in all jurisdictions where the failure to do so would\nmaterially and adversely affect Seller's ability to transfer the Receivables\nand the Other Conveyed Property to the Trust pursuant to this Agreement, or\nthe validity or enforceability of the Receivables and the Other Conveyed\nProperty or to perform Seller's obligations hereunder and under the Seller's\nRelated Documents.\n\n     (d)  POWER AND AUTHORITY.  The Seller has the power and authority to\nexecute and deliver this Agreement and its Related Documents and to carry out\nits terms and their terms, respectively; the Seller has full power and\nauthority to sell and assign the Receivables and the Other Conveyed Property\nto be sold and assigned to and deposited with the Trust by it and has duly\nauthorized such sale and assignment to the Trust by all necessary corporate\naction; and the execution, delivery and performance of this Agreement and the\nSeller's Related Documents have been duly authorized by the Seller by all\nnecessary corporate action.\n\n     (e)  VALID SALE, BINDING OBLIGATIONS. This Agreement effects a valid\nsale, transfer and assignment of the Receivables and the Other Conveyed\nProperty, enforceable against the Seller and creditors of and purchasers from\nthe Seller; and this Agreement and the Seller's Related Documents, when duly\nexecuted and delivered, shall constitute legal, valid and binding obligations\nof the Seller enforceable in accordance with their respective terms, except\nas enforceability may be limited by bankruptcy, insolvency, reorganization or\nother similar laws affecting the enforcement of creditors' rights generally\nand by equitable limitations on the availability of specific remedies,\nregardless of whether such enforceability is considered in a proceeding in\nequity or at law.\n\n     (f)  NO VIOLATION.  The consummation of the transactions contemplated by\nthis Agreement and the Related Documents and the fulfillment of the terms of\nthis Agreement and the Related Documents shall not conflict with, result in\nany breach of any of the terms and provisions of or constitute (with or\nwithout notice, lapse of time or both) a default under the certificate of\nincorporation or by-laws of the Seller, or any indenture, agreement,\nmortgage, deed of trust or other instrument to which the Seller is a party or\nby which it is bound, or result in the creation or imposition of any Lien\nupon any of its properties pursuant to the terms of any such indenture,\nagreement, mortgage, deed of trust or other instrument, other than this\nAgreement, or violate any law, order, rule or regulation applicable to the\nSeller of any court or of any federal or state regulatory body,\nadministrative agency or other governmental instrumentality having\njurisdiction over the Seller or any of its properties.\n\n\n                                     23\n\n\n\n\n     (g)     NO PROCEEDINGS.  There are no proceedings or investigations\npending or, to the Seller's knowledge, threatened against the Seller, before\nany court, regulatory body, administrative agency or other tribunal or\ngovernmental instrumentality having jurisdiction over the Seller or its\nproperties (A) asserting the invalidity of this Agreement or any of the\nRelated Documents, (B) seeking to prevent the issuance of the Certificates or\nthe consummation of any of the transactions contemplated by this Agreement or\nany of the Related Documents, (C) seeking any determination or ruling that\nmight materially and adversely affect the performance by the Seller of its\nobligations under, or the validity or enforceability of, this Agreement or\nany of the Related Documents, or (D) seeking to adversely affect the federal\nincome tax or other federal, state or local tax attributes of the\nCertificates.\n\n     (h)     CHIEF EXECUTIVE OFFICE.  The chief executive office of the Seller\nis at 200 Bailey Avenue, Fort Worth, Texas 76107-1220.\n\n     III.5   REPURCHASE OF RECEIVABLES UPON BREACH OF WARRANTY.  Upon\ndiscovery by any of the Seller, the Servicer, the Security Insurer or the\nTrustee of a breach of any of the representations and warranties of the\nSeller contained in Section 3.4, the party discovering such breach shall give\nprompt written notice to the others; PROVIDED, HOWEVER, that the failure to\ngive any such notice shall not affect any obligation of the Seller.  As of\nthe second Accounting Date (or, at the Seller's election, the first\nAccounting Date) following its discovery or its receipt of notice of any\nbreach of the representations and warranties set forth on the Schedule of\nRepresentations which materially and adversely affects the interests of the\nCertificateholders, the Security Insurer or the Trust in any Receivable\n(including any Liquidated Receivable) the Seller shall, unless such breach\nshall have been cured in all material respects, purchase such Receivable from\nthe Trust and, on or before the related Deposit Date, the Seller shall pay\nthe Purchase Amount to the Trust pursuant to Section 5.4.  It is understood\nand agreed that, except as set forth in this Section 3.5, the obligation of\nthe Seller to repurchase any Receivable as to which a breach has occurred and\nis continuing shall, if such obligation is fulfilled, constitute the sole\nremedy against the Seller for such breach available to the Security Insurer,\nthe Trustee on behalf of the Certificateholders or the Trust.\n\n     In addition to the foregoing and notwithstanding whether the related\nReceivable shall have been purchased by the Seller, the Seller shall\nindemnify the Trust, the Trustee, the Backup Servicer, the Collateral Agent,\nthe Security Insurer, the Trust and the Certificateholders against all costs,\nexpenses, losses, damages, claims and liabilities, including reasonable fees\nand expenses of counsel, which may be asserted against or incurred by any of\nthem as a result of third party claims arising out of the events or facts\ngiving rise to such breach.\n\n     III.6     [Reserved].\n\n\n                                     24\n\n\n\n\n     III.7.  COLLECTING LIEN CERTIFICATES NOT DELIVERED ON THE CLOSING DATE.\nIn the case of any Receivable in respect of which written evidence from the\nDealer selling the related Financed Vehicle that the Lien Certificate for\nsuch Financed Vehicle showing AmeriCredit as first lienholder has been\napplied for from the Registrar of Titles was delivered to the Custodian on\nthe Closing Date in lieu of a Lien Certificate, the Servicer shall use its\nbest efforts to collect such Lien Certificate from the Registrar of Titles as\npromptly as practicable.  If such Lien Certificate showing AmeriCredit as\nfirst lienholder is not received by the Custodian within 180 days after the\nClosing Date then the representation and warranty in paragraph 5 of the\nSchedule of Representations in respect of such Receivable shall be deemed to\nhave been incorrect in a manner that materially and adversely affects the\nCertificateholders, the Security Insurer and the Trust.\n\n     III.8.  TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND WARRANTY\nRECEIVABLES.  With respect to all Administrative Receivables and all Warranty\nReceivables purchased by the Servicer or the Seller, the Trustee shall take\nany and all actions reasonably requested by the Seller or the Servicer, at\nthe expense of the requesting party, to assign, without recourse,\nrepresentation or warranty, to the Seller, or the Servicer, as applicable,\nall the Trust's right, title and interest in and to such Purchased\nReceivable, all monies due thereon, the security interests in the related\nFinanced Vehicles, proceeds from any Insurance Policies, proceeds from\nrecourse against Dealers on such Receivables and the interests of the Trust\nin certain rebates of premiums and other amounts relating to the Insurance\nPolicies and any documents relating thereto, such assignment being an\nassignment outright and not for security; and the Seller or the Servicer, as\napplicable, shall thereupon own such Receivable, and all such security and\ndocuments, free of any further obligation to the Trust, the Trustee, the\nSecurity Insurer, the Certificateholders or the Trust with respect thereto.\n\n\n                                     25\n\n\n\n\n                                     IV\n                 ADMINISTRATION AND SERVICING OF RECEIVABLES\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     26\n\n\n\n\n     IV.1.   DUTIES OF THE SERVICER.  The Servicer is hereby authorized to\nact as agent for the Trust and in such capacity shall manage, service,\nadminister and make collections on the Receivables, and perform the other\nactions required by the Servicer under this Agreement.  The Servicer agrees\nthat its servicing of the Receivables shall be carried out in accordance with\ncustomary and usual procedures of institutions which service motor vehicle\nretail installment sales contracts and, to the extent more exacting, the\ndegree of skill and attention that the Servicer exercises from time to time\nwith respect to all comparable motor vehicle receivables that it services for\nitself or others.  In performing such duties, so long as AmeriCredit is the\nServicer, it shall comply with the policies and procedures attached hereto as\nSchedule C.  The Servicer's duties shall include, without limitation,\ncollection and posting of all payments, responding to inquiries of Obligors\non the Receivables, investigating delinquencies, sending payment coupons to\nObligors, reporting any required tax information to Obligors, monitoring the\ncollateral, complying with the terms of the Lockbox Agreement, accounting for\ncollections and furnishing monthly and annual statements to the Trustee and\nthe Security Insurer with respect to distributions, monitoring the status of\nInsurance Policies with respect to the Financed Vehicles and performing the\nother duties specified herein.  The Servicer shall also administer and\nenforce all rights and responsibilities of the holder of the Receivables\nprovided for in the Dealer Agreements (and shall maintain possession of the\nDealer Agreements, to the extent it is necessary to do so), the Dealer\nAssignments and the Insurance Policies, to the extent that such Dealer\nAgreements, Dealer Assignments and Insurance Policies relate to the\nReceivables, the Financed Vehicles or the Obligors.  To the extent consistent\nwith the standards, policies and procedures otherwise required hereby, the\nServicer shall follow its customary standards, policies, and procedures and\nshall have full power and authority, acting alone, to do any and all things\nin connection with such managing, servicing, administration and collection\nthat it may deem necessary or desirable.  Without limiting the generality of\nthe foregoing, the Servicer is hereby authorized and empowered by the Trust\nto execute and deliver, on behalf of the Trust, any and all instruments of\nsatisfaction or cancellation, or of partial or full release or discharge, and\nall other comparable instruments, with respect to the Receivables and with\nrespect to the Financed Vehicles; PROVIDED, HOWEVER, that notwithstanding the\nforegoing, the Servicer shall not, except pursuant to an order from a court\nof competent jurisdiction, release an Obligor from payment of any unpaid\namount under any Receivable or waive the right to collect the unpaid balance\nof any Receivable from the Obligor.  The Servicer is hereby authorized to\ncommence, in its own name or in the name of the Trust (provided the Servicer\nhas obtained the Trustee's consent, which consent shall not be unreasonably\nwithheld), a legal proceeding to enforce a Receivable pursuant to Section 4.3\nor to commence or participate in any other legal proceeding (including,\nwithout limitation, a bankruptcy proceeding) relating to or involving a\nReceivable, an Obligor or a Financed Vehicle.  If the Servicer commences or\nparticipates in such a legal proceeding in its own name, the Trust shall\nthereupon be deemed to have automatically assigned such Receivable to the\nServicer solely for purposes of commencing or participating in any such\nproceeding as a party or claimant, and the Servicer is authorized and\nempowered by the Trust to execute and deliver in the Servicer's name any\nnotices,\n\n\n\n                                     27\n\n\n\n\ndemands, claims, complaints, responses, affidavits or other documents or\ninstruments in connection with any such proceeding.  The Trustee shall\nfurnish the Servicer with any powers of attorney and other documents which\nthe Servicer may reasonably request and which the Servicer deems necessary or\nappropriate and take any other steps which the Servicer may deem necessary or\nappropriate to enable the Servicer to carry out its servicing and\nadministrative duties under this Agreement.\n\n     IV.2.   COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATIONS OF RECEIVABLES;\nLOCKBOX AGREEMENTS.\n\n     (a)     Consistent with the standards, policies and procedures required\nby this Agreement, the Servicer shall make reasonable efforts to collect all\npayments called for under the terms and provisions of the Receivables as and\nwhen the same shall become due, and shall follow such collection procedures\nas it follows with respect to all comparable automobile receivables that it\nservices for itself or others and otherwise act with respect to the\nReceivables, the Dealer Agreements, the Dealer Assignments, the Insurance\nPolicies and the Other Conveyed Property in such manner as will, in the\nreasonable judgment of the Servicer, maximize the amount to be received by\nthe Trust with respect thereto.  The Servicer is authorized in its discretion\nto waive any prepayment charge, late payment charge or any other similar fees\nthat may be collected in the ordinary course of servicing any Receivable.\n\n     (b)     The Servicer may at any time agree to a modification or\namendment of a Receivable in order to (i) change the Obligor's regular due\ndate to a date within the Collection Period in which such due date occurs or\n(ii) re-amortize the scheduled payments on the Receivable following a partial\nprepayment of principal.\n\n     (c)     The Servicer may grant payment extensions on, or other\nmodifications or amendments to, a Receivable (in addition to those\nmodifications permitted by Section 4.2(b)) in accordance with its customary\nprocedures if the Servicer believes in good faith that such extension,\nmodification or amendment is necessary to avoid a default on such Receivable,\nwill maximize the amount to be received by the Trust with respect to such\nReceivable, and is otherwise in the best interests of the Trust; PROVIDED,\nHOWEVER, that:\n\n             (i)   The aggregate period of all extensions on a Receivable shall\n     not exceed six months;\n\n             (ii)  In no event may a Receivable be extended beyond the\n     Collection Period immediately preceding the Final Scheduled Distribution\n     Date;\n\n             (iii) So long as an Insurer Default shall not have occurred and be\n     continuing, the Servicer shall not amend or modify a Receivable (except as\n     provided in Section 4.2(b) and this Section 4.2(c)) without the consent\n     of the Security Insurer\n\n\n                                     28\n\n\n\n\n     or a Certificate Majority (if an Insurer Default shall have occurred and\n     be continuing);\n\n             (iv)  The aggregate Principal Balance of Receivables which may be\n     extended during any Calendar Quarter shall not exceed 6.0% of the aggregate\n     Principal Balance of Receivables as of the Accounting Date immediately\n     prior to the first day of such Calendar Quarter; and\n\n             (v)   No such extension, modification or amendment shall be granted\n     more than 90 days after the Closing Date if such action would have the\n     effect of causing such Receivable to be deemed to have been exchanged for\n     another Receivable within the meaning of Section 1001 of the Internal\n     Revenue Code of 1986, as amended, or any proposed, temporary or final\n     Treasury Regulations issued thereunder.\n\n     (d)  The Servicer shall use its best efforts to cause Obligors to make\nall payments on the Receivables, whether by check or by direct debit of the\nObligor's bank account, to be made directly to one or more Lockbox Banks,\nacting as agent for the Trust pursuant to a Lockbox Agreement.  The Servicer\nshall use its best efforts to cause any Lockbox Bank to deposit all payments\non the Receivables in the Lockbox Account no later than the Business Day\nafter receipt, and to cause all amounts credited to the Lockbox Account on\naccount of such payments to be transferred to the Collection Account no later\nthan the second Business Day after receipt of such payments.  The Lockbox\nAccount shall be a demand deposit account held by the Lockbox Bank, or at the\nrequest of the Controlling Party, an Eligible Account.\n\n     Prior to the Closing Date, the Servicer shall have notified each Obligor\nthat makes its payments on the Receivables by check to make such payments\nthereafter directly to the Lockbox Bank (except in the case of Obligors that\nhave already been making such payments to the Lockbox Bank), and shall have\nprovided each such Obligor with remittance invoices in order to enable such\nObligors to make such payments directly to the Lockbox Bank for deposit into\nthe Lockbox Account, and the Servicer will continue, not less often than\nevery three months, to so notify those Obligors who have failed to make\npayments to the Lockbox Bank.  If and to the extent requested by the\nControlling Party, the Servicer shall request each Obligor that makes payment\non the Receivables by direct debit of such Obligor's bank account, to execute\na new authorization for automatic payment which in the judgment of the\nControlling Party is sufficient to authorize direct debit by the Lockbox Bank\non behalf of the Trust.  If at any time, the Lockbox Bank is unable to\ndirectly debit an Obligor's bank account that makes payment on the\nReceivables by direct debit and if such inability is not cured within 15 days\nor cannot be cured by execution by the Obligor of a new authorization for\nautomatic payment, the Servicer shall notify such Obligor that it cannot make\npayment by direct debit and must thereafter make payment by check.\n\n\n                                     29\n\n\n\n\n     Notwithstanding any Lockbox Agreement, or any of the provisions of this\nAgreement relating to the Lockbox Agreement, the Servicer shall remain\nobligated and liable to the Trust, Trustee and Certificateholders for\nservicing and administering the Receivables and the Other Conveyed Property\nin accordance with the provisions of this Agreement without diminution of\nsuch obligation or liability by virtue thereof, PROVIDED, HOWEVER, that the\nforegoing shall not apply to any Backup Servicer for so long as a Lockbox\nBank is performing its obligations pursuant to the terms of a Lockbox\nAgreement.\n\n     In the event of a termination of the Servicer, the successor Servicer\nshall assume all of the rights and obligations of the outgoing Servicer under\nthe Lockbox Agreement.  In such event, the successor Servicer shall be deemed\nto have assumed all of the outgoing Servicer's interest therein and to have\nreplaced the outgoing Servicer as a party to each such Lockbox Agreement to\nthe same extent as if such Lockbox Agreement had been assigned to the\nsuccessor Servicer, except that the outgoing Servicer shall not thereby be\nrelieved of any liability or obligations on the part of the outgoing Servicer\nto the Lockbox Bank under such Lockbox Agreement.  The outgoing Servicer\nshall, upon request of the Trustee, but at the expense of the outgoing\nServicer, deliver to the successor Servicer all documents and records\nrelating to each such Lockbox Agreement and an accounting of amounts\ncollected and held by the Lockbox Bank and otherwise use its best efforts to\neffect the orderly and efficient transfer of any Lockbox Agreement to the\nsuccessor Servicer.  In the event that the Security Insurer (so long as an\nInsurer Default shall not have occurred and be continuing) or a Certificate\nMajority (if an Insurer Default shall have occurred and be continuing) elects\nto change the identity of the Lockbox Bank, the outgoing Servicer, at its\nexpense, shall cause the Lockbox Bank to deliver, at the direction of the\nSecurity Insurer (so long as an Insurer Default shall not have occurred and\nbe continuing) or a Certificate Majority (if an Insurer Default shall have\noccurred and be continuing) to the Trustee or a successor Lockbox Bank, all\ndocuments and records relating to the Receivables and all amounts held (or\nthereafter received) by the Lockbox Bank (together with an accounting of such\namounts) and shall otherwise use its best efforts to effect the orderly and\nefficient transfer of the lockbox arrangements and the Servicer shall notify\nthe Obligors to make payments to the Lockbox established by the successor.\n\n     (e)  The Servicer shall remit all payments by or on behalf of the\nObligors received directly by the Servicer to the Subcollection Account or to\nthe Lockbox Bank for deposit into the Collection Account, in either case,\nwithout deposit into any intervening account and as soon as practicable, but\nin no event later than the Business Day after receipt thereof.\n\n\n                                     30\n\n\n\n        IV.3.   REALIZATION UPON RECEIVABLES.\n\n        (a)     Consistent with the standards, policies and procedures\nrequired by this Agreement, the Servicer shall use its best efforts to\nrepossess (or otherwise comparably convert the ownership of) and liquidate\nany Financed Vehicle securing a Receivable with respect to which the Servicer\nhas determined that payments thereunder are not likely to be resumed, as soon\nas is practicable after default on such Receivable but in no event later than\nthe date on which all or any portion of a Scheduled Payment has become 91\ndays delinquent; provided, however, that the Servicer may elect not to\nrepossess a Financed Vehicle within such time period if in its good faith\njudgment it determines that the proceeds ultimately recoverable with respect\nto such Receivable would be increased by forbearance.  The Servicer is\nauthorized to follow such customary practices and procedures as it shall deem\nnecessary or advisable, consistent with the standard of care required by\nSection 4.1, which practices and procedures may include reasonable efforts to\nrealize upon any recourse to Dealers, the sale of the related Financed\nVehicle at public or private sale, the submission of claims under an\nInsurance Policy and other actions by the Servicer in order to realize upon\nsuch a Receivable.  The foregoing is subject to the provision that, in any\ncase in which the Financed Vehicle shall have suffered damage, the Servicer\nshall not expend funds in connection with any repair or towards the\nrepossession of such Financed Vehicle unless it shall determine in its\ndiscretion that such repair and\/or repossession shall increase the proceeds\nof liquidation of the related Receivable by an amount greater than the amount\nof such expenses.  All amounts received upon liquidation of a Financed\nVehicle shall be remitted directly by the Servicer to the Subcollection\nAccount without deposit into any intervening account as soon as practicable,\nbut in no event later than the Business Day after receipt thereof.  The\nServicer shall be entitled to recover all reasonable expenses incurred by it\nin the course of repossessing and liquidating a Financed Vehicle into cash\nproceeds, but only out of the cash proceeds of such Financed Vehicle, any\ndeficiency obtained from the Obligor or any amounts received from the related\nDealer, which amounts in reimbursement may be retained by the Servicer (and\nshall not be required to be deposited as provided in Section 4.2(e)) to the\nextent of such expenses.  The Servicer shall pay on behalf of the Trust any\npersonal property taxes assessed on repossessed Financed Vehicles.  The\nServicer shall be entitled to reimbursement of any such tax from Liquidation\nProceeds with respect to such Receivable.\n\n        (b)     If the Servicer elects to commence a legal proceeding to\nenforce a Dealer Agreement or Dealer Assignment, the act of commencement\nshall be deemed to be an automatic assignment from the Trust to the Servicer\nof the rights under such Dealer Agreement and Dealer Assignment for purposes\nof collection only. If, however, in any enforcement suit or legal proceeding\nit is held that the Servicer may not enforce a Dealer Agreement or Dealer\nAssignment on the grounds that it is not a real party in interest or a Person\nentitled to enforce the Dealer Agreement or Dealer Assignment, the Trustee,\nat the Servicer's expense, or the Seller, at the Seller's expense, shall take\nsuch steps as the Servicer\n\n                                     31\n\n\n\ndeems necessary to enforce the Dealer Agreement or Dealer Assignment, including\nbringing suit in its name or the name of the Seller or of the Trust and the\nTrustee for the benefit of the Certificateholders.  All amounts recovered shall\nbe remitted directly by the Servicer as provided in Section 4.2(e).\n\n        IV.4.   INSURANCE.\n\n        (a)     The Servicer shall require, in accordance with its customary\nservicing policies and procedures, that each Financed Vehicle be insured by\nthe related Obligor under the Insurance Policies referred to in Paragraph 24\nof the Schedule of Representations and Warranties and shall monitor the\nstatus of such physical loss and damage insurance coverage thereafter, in\naccordance with its customary servicing procedures.  Each Receivable requires\nthe Obligor to maintain such physical loss and damage insurance, naming\nAmeriCredit and its successors and assigns as additional insureds, and\npermits the holder of such Receivable to obtain physical loss and damage\ninsurance at the expense of the Obligor if the Obligor fails to maintain such\ninsurance.  If the Servicer shall determine that an Obligor has failed to\nobtain or maintain a physical loss and damage Insurance Policy covering the\nrelated Financed Vehicle which satisfies the conditions set forth in clause\n(i)(a) of such Paragraph 24 (including, without limitation, during the\nrepossession of such Financed Vehicle) the Servicer may enforce the rights of\nthe holder of the Receivable under the Receivable to require the Obligor to\nobtain such physical loss and damage insurance in accordance with its\ncustomary servicing policies and procedures.  The Servicer may maintain a\nvendor's single interest or other collateral protection insurance policy with\nrespect to all Financed Vehicles (\"Collateral Insurance\") which policy shall\nby its terms insure against physical loss and damage in the event any Obligor\nfails to maintain physical loss and damage insurance with respect to the\nrelated Financed Vehicle.  All policies of Collateral Insurance shall be\nendorsed with clauses providing for loss payable to the Servicer.  Costs\nincurred by the Servicer in maintaining such Collateral Insurance shall be\npaid by the Servicer.\n\n        (b)     The Servicer may, if an Obligor fails to obtain or maintain a\nphysical loss and damage Insurance Policy, obtain insurance with respect to\nthe related Financed Vehicle and advance on behalf of such Obligor, as\nrequired under the terms of the insurance policy, the premiums for such\ninsurance (such insurance being referred to herein as \"Force-Placed\nInsurance\").  All policies of Force-Placed Insurance shall be endorsed with\nclauses providing for loss payable to the Servicer.  Any cost incurred by the\nServicer in maintaining such Force-Placed Insurance shall only be recoverable\nout of premiums paid by the Obligors or Liquidation Proceeds with respect to\nthe Receivable, as provided in Section 4.4(c).\n\n        (c)     In connection with any Force-Placed Insurance obtained\nhereunder, the Servicer may, in the manner and to the extent permitted by\napplicable law, require the Obligors to repay the entire premium to the\nServicer.  In no event shall the Servicer include\n\n                                     32\n\n\n\nthe amount of the premium in the Amount Financed under the Receivable.  For\nall purposes of this Agreement, the Insurance Add-On Amount with respect to\nany Receivable having Force-Placed Insurance will be treated as a separate\nobligation of the Obligor and will not be added to the Principal Balance of\nsuch Receivable, and amounts allocable thereto will not be available for\ndistribution on the Certificates.  The Servicer shall retain and separately\nadminister the right to receive payments from Obligors with respect to\nInsurance Add-On Amounts or rebates of Forced-Placed Insurance premiums.  If\nan Obligor makes a payment with respect to a Receivable having Force-Placed\nInsurance, but the Servicer is unable to determine whether the payment is\nallocable to the Receivable or to the Insurance Add-On Amount, the payment\nshall be applied first to any unpaid Scheduled Payments and then to the\nInsurance Add-On Amount.  Liquidation Proceeds on any Receivable will be used\nfirst to pay the Principal Balance and accrued interest on such Receivable\nand then to pay the related Insurance Add-On Amount.  If an Obligor under a\nReceivable with respect to which the Servicer has placed Force-Placed\nInsurance fails to make scheduled payments of such Insurance Add-On Amount as\ndue, and the Servicer has determined that eventual payment of the Insurance\nAdd-On Amount is unlikely, the Servicer may, but shall not be required to,\npurchase such Receivable from the Trust for the Purchase Amount on any\nsubsequent Deposit Date.  Any such Receivable, and any Receivable with\nrespect to which the Servicer has placed Force-Placed Insurance which has\nbeen paid in full (excluding any Insurance Add-On Amounts) will be assigned\nto the Servicer.\n\n        (d)     The Servicer may sue to enforce or collect upon the Insurance\nPolicies, in its own name, if possible, or as agent of the Trust.  If the\nServicer elects to commence a legal proceeding to enforce an Insurance Policy,\nthe act of commencement shall be deemed to be an automatic assignment of the\nrights of the Trust under such Insurance Policy to the Servicer for purposes of\ncollection only.  If, however, in any enforcement suit or legal proceeding it is\nheld that the Servicer may not enforce an Insurance Policy on the grounds that\nit is not a real party in interest or a holder entitled to enforce the Insurance\nPolicy, the Trustee, at the Servicer's expense, or the Seller, at the Seller's\nexpense, shall take such steps as the Servicer deems necessary to enforce such\nInsurance Policy, including bringing suit in its name or the name of the Trust\nand the Trustee for the benefit of the Certificateholders.\n\n        (e)     The Servicer will cause itself and may cause the Trustee to\nbe named as named insured under all policies of Collateral Insurance.\n\n\n                                     33\n\n\n\n        IV.5.   MAINTENANCE OF SECURITY INTERESTS IN VEHICLES.\n\n        (a)     Consistent with the policies and procedures required by this\nAgreement, the Servicer shall take such steps on behalf of the Trust as are\nnecessary to maintain perfection of the security interest created by each\nReceivable in the related Financed Vehicle, including but not limited to\nobtaining the execution by the Obligors and the recording, registering, filing,\nre-recording, re-filing, and re-registering of all security agreements,\nfinancing statements and continuation statements as are necessary to maintain\nthe security interest granted by the Obligors under the respective Receivables.\nThe Trustee hereby authorizes the Servicer, and the Servicer agrees, to take any\nand all steps necessary to re-perfect such security interest on behalf of the\nTrust as necessary because of the relocation of a Financed Vehicle or for any\nother reason.  In the event that the assignment of a Receivable to the Trust is\ninsufficient, without a notation on the related Financed Vehicle's certificate\nof title, or without fulfilling any additional administrative requirements under\nthe laws of the state in which the Financed Vehicle is located, to perfect a\nsecurity interest in the related Financed Vehicle in favor of the Trustee, the\nServicer hereby agrees that AmeriCredit's designation as the secured party on\nthe certificate of title is in its capacity as agent of the Trustee.\n\n        (b)     Upon the occurrence of an Insurance Agreement Event of\nDefault, the Security Insurer may (so long as an Insurer Default shall not\nhave occurred and be continuing) instruct the Trustee and the Servicer to\ntake or cause to be taken, or, if an Insurer Default shall have occurred,\nupon the occurrence of a Servicer Termination Event, the Trustee and the\nServicer shall take or cause to be taken such action as may, in the opinion\nof counsel to the Controlling Party, be necessary to perfect or re-perfect\nthe security interests in the Financed Vehicles securing the Receivables in\nthe name of the Trustee by amending the title documents of such Financed\nVehicles or by such other reasonable means as may, in the opinion of counsel\nto the Controlling Party, be necessary or prudent.  AmeriCredit hereby agrees\nto pay all expenses related to such perfection or reperfection and to take\nall action necessary therefor.  In addition, prior to the occurrence of an\nInsurance Agreement Event of Default, the Controlling Party may instruct the\nTrustee and the Servicer to take or cause to be taken such action as may, in\nthe opinion of counsel to the Controlling Party, be necessary to perfect or\nre-perfect the security interest in the Financed Vehicles underlying the\nReceivables in the name of the Trustee, including by amending the title\ndocuments of such Financed Vehicles or by such other reasonable means as may,\nin the opinion of counsel to the Controlling Party, be necessary or prudent;\nPROVIDED, HOWEVER, that if the Controlling Party requests that the title\ndocuments be amended prior to the occurrence of an Insurance Agreement Event\nof Default, the out-of-pocket expenses of the Servicer or the Trustee in\nconnection with such action shall be reimbursed to the Servicer or the\nTrustee, as applicable, by the Controlling Party.  AmeriCredit hereby\nappoints the Trustee as its attorney-in-fact to take any and all steps\nrequired to be performed by AmeriCredit pursuant to this Section 4.5(b),\nincluding execution of certificates of title or\n\n\n                                     34\n\n\n\nany other documents in the name and stead of AmeriCredit, and the Trustee\nhereby accepts such appointment.\n\n        IV.6.   COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SERVICER.  By its\nexecution and delivery of this Agreement, the Servicer makes the following\nrepresentations, warranties and covenants on which the Trustee relies in\naccepting the Receivables and issuing the Certificates, on which the Trustee\nrelies in authenticating the Certificates and on which the Security Insurer\nrelies in issuing the Policy.\n\n        (a)     The Servicer covenants as follows:\n\n                (i)      LIENS IN FORCE.  The Financed Vehicle securing each\n        Receivable shall not be released in whole or in part from the\n        security interest granted by the Receivable, except upon payment in\n        full of the Receivable or as otherwise contemplated herein;\n\n                (ii)     NO IMPAIRMENT.  The Servicer shall do nothing to\n        impair the rights of the Trust or the Certificateholders in the\n        Receivables, the Dealer Agreements, the Dealer Assignments, the\n        Insurance Policies or the Other Conveyed Property;\n\n                (iii)    NO AMENDMENTS.  The Servicer shall not extend or\n        otherwise amend the terms of any Receivable, except in accordance\n        with Section 4.2; and\n\n                (iv)     RESTRICTIONS ON LIENS.  The Servicer shall not (i)\n        create, incur or suffer to exist, or agree to create, incur or suffer\n        to exist, or consent to cause or permit in the future (upon the\n        happening of a contingency or otherwise) the creation, incurrence or\n        existence of any Lien or restriction on transferability of the\n        Receivables except for the Lien in favor of the Trustee for the\n        benefit of the Certificateholders and Security Insurer, the Lien\n        imposed by the Spread Account Agreement in favor of the Trustee for\n        the benefit of the Trustee and Security Insurer, and the restrictions\n        on transferability imposed by this Agreement or (ii) sign or file\n        under the Uniform Commercial Code of any jurisdiction any financing\n        statement which names AmeriCredit or the Servicer as a debtor, or\n        sign any security agreement authorizing any secured party thereunder\n        to file such financing statement, with respect to the Receivables,\n        except in each case any such instrument solely securing the rights\n        and preserving the Lien of the Trustee, for the benefit of the\n        Certificateholders and the Security Insurer.\n\n        (b)     The Servicer represents, warrants and covenants as of the\nClosing Date as to itself:\n\n                (i)      REPRESENTATIONS AND WARRANTIES.  The\n        representations and warranties set forth on the Schedule of\n        Representations attached hereto as Schedule B are true\n\n                                     35\n\n\n\n        and correct, provided that such representations and warranties\n        contained therein and herein shall not apply to any entity other than\n        AmeriCredit;\n\n                (ii)     ORGANIZATION AND GOOD STANDING.  The Servicer has\n        been duly organized and is validly existing and in good standing\n        under the laws of its jurisdiction of organization, with power,\n        authority and legal right to own its properties and to conduct its\n        business as such properties are currently owned and such business is\n        currently conducted, and had at all relevant times, and now has,\n        power, authority and legal right to enter into and perform its\n        obligations under this Agreement;\n\n                (iii)    DUE QUALIFICATION.  The Servicer is duly qualified\n        to do business as a foreign corporation in good standing and has\n        obtained all necessary licenses and approvals, in all jurisdictions\n        in which the ownership or lease of property or the conduct of its\n        business (including the servicing of the Receivables as required by\n        this Agreement) requires or shall require such qualification;\n\n                (iv)     POWER AND AUTHORITY.  The Servicer has the power and\n        authority to execute and deliver this Agreement and its Related\n        Documents and to carry out its terms and their terms, respectively,\n        and the execution, delivery and performance of this Agreement and the\n        Servicer's Related Documents have been duly authorized by the\n        Servicer by all necessary corporate action;\n\n                (v)      BINDING OBLIGATION.  This Agreement and the\n        Servicer's Related Documents shall constitute legal, valid and\n        binding obligations of the Servicer enforceable in accordance with\n        their respective terms, except as enforceability may be limited by\n        bankruptcy, insolvency, reorganization, or other similar laws\n        affecting the enforcement of creditors' rights generally and by\n        equitable limitations on the availability of specific remedies,\n        regardless of whether such enforceability is considered in a\n        proceeding in equity or at law;\n\n                (vi)     NO VIOLATION.  The consummation of the transactions\n        contemplated by this Agreement and the Servicer's Related Documents,\n        and the fulfillment of the terms of this Agreement and the Servicer's\n        Related Documents, shall not conflict with, result in any breach of\n        any of the terms and provisions of, or constitute (with or without\n        notice or lapse of time) a default under, the articles of\n        incorporation or bylaws of the Servicer, or any indenture, agreement,\n        mortgage, deed of trust or other instrument to which the Servicer is\n        a party or by which it is bound, or result in the creation or\n        imposition of any Lien upon any of its properties pursuant to the\n        terms of any such indenture, agreement, mortgage, deed of trust or\n        other instrument, other than this Agreement, or violate any law,\n        order, rule or regulation applicable to the Servicer of any court or\n        of any federal or state regulatory body, administrative\n\n                                     36\n\n\n\n        agency or other governmental instrumentality having jurisdiction over\n        the Servicer or any of its properties;\n\n        (vii)    NO PROCEEDINGS.  There are no proceedings or\n        investigations pending or, to the Servicer's knowledge, threatened\n        against the Servicer, before any court, regulatory body,\n        administrative agency or other tribunal or governmental\n        instrumentality having jurisdiction over the Servicer or its\n        properties (A) asserting the invalidity of this Agreement or any of\n        the Related Documents, (B) seeking to prevent the issuance of the\n        Certificates or the consummation of any of the transactions\n        contemplated by this Agreement or any of the Related Documents, or\n        (C) seeking any determination or ruling that might materially and\n        adversely affect the performance by the Servicer of its obligations\n        under, or the validity or enforceability of, this Agreement or any of\n        the Related Documents or (D) seeking to adversely affect the federal\n        income tax or other federal, state or local tax attributes of the\n        Certificates;\n\n                (viii)   NO CONSENTS.  The Servicer is not required to obtain\n        the consent of any other party or any consent, license, approval or\n        authorization, or registration or declaration with, any governmental\n        authority, bureau or agency in connection with the execution,\n        delivery, performance, validity or enforceability of this Agreement\n        which has not already been obtained.\n\n        IV.7.     PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT.  Upon\ndiscovery by any of the Servicer, the Security Insurer or the Trustee of a\nbreach of any of the covenants set forth in Sections 4.5(a) or 4.6(a), the\nparty discovering such breach shall give prompt written notice to the others;\nPROVIDED, HOWEVER, that the failure to give any such notice shall not affect\nany obligation of AmeriCredit as Servicer under this Section 4.7.  As of the\nsecond Accounting Date following its discovery or receipt of notice of any\nbreach of any covenant set forth in Sections 4.5(a) or 4.6(a) which\nmaterially and adversely affects the interests of the Certificateholders or\nthe Security Insurer in any Receivable (including any Liquidated Receivable)\n(or, at AmeriCredit's election, the first Accounting Date so following),\nAmeriCredit shall, unless such breach shall have been cured in all material\nrespects, purchase from the Trust the Receivable affected by such breach and,\non the related Deposit Date, AmeriCredit shall pay the related Purchase\nAmount.  It is understood and agreed that the obligation of AmeriCredit to\npurchase any Receivable (including any Liquidated Receivable) with respect to\nwhich such a breach has occurred and is continuing shall, if such obligation\nis fulfilled, constitute the sole remedy against AmeriCredit for such breach\navailable to the Security Insurer, the Certificateholders or the Trustee on\nbehalf of Certificateholders; PROVIDED, HOWEVER, that AmeriCredit shall\nindemnify the Trust, the Backup Servicer, the Collateral Agent, the Security\nInsurer, the Trustee and the Certificateholders against all costs, expenses,\nlosses, damages, claims and liabilities, including reasonable fees and\nexpenses of counsel, which may be asserted against or\n\n\n                                     37\n\n\n\nincurred by any of them as a result of third party claims arising out of the\nevents or facts giving rise to such breach.\n\n        IV.8.     TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY\nSERVICER.  On each Distribution Date, the Servicer shall be entitled to\nreceive out of the Collection Account the Basic Servicing Fee and any\nSupplemental Servicing Fee for the related Collection Period pursuant to\nSection 5.5.  The Servicer shall be required to pay all expenses incurred by\nit in connection with its activities under this Agreement (including taxes\nimposed on the Servicer, expenses incurred in connection with distributions\nand reports made by the Servicer to Certificateholders or the Security\nInsurer and all other fees and expenses of the Trustee, except taxes levied\nor assessed against the Trust, and claims against the Trust in respect of\nindemnification, which taxes and claims in respect of indemnification against\nthe Trust are expressly stated to be for the account of AmeriCredit).  The\nServicer shall be liable for the fees and expenses of the Trustee, the\nCustodian, the Backup Servicer, the Collateral Agent, the Lockbox Bank (and\nany fees under the Lockbox Agreement) and the Independent Accountants.\nNotwithstanding the foregoing if the Servicer shall not be AmeriCredit, a\nsuccessor to AmeriCredit as Servicer permitted by Section 9.2 shall not be\nliable for taxes levied or assessed against the Trust or claims against the\nTrust in respect of indemnification.\n\n        IV.9.     SERVICER'S CERTIFICATE.  No later than 10:00 am. New York\nCity time on each Determination Date, the Servicer shall deliver to the\nTrustee, the Backup Servicer, the Security Insurer, the Collateral Agent and\neach Rating Agency a Servicer's Certificate executed by a Responsible Officer\nof the Servicer containing among other things, (i) all information necessary\nto enable the Trustee to make any withdrawal and deposit required by Section\n6.3, to give any notice required by Section 6.3(b) and to make the\ndistributions required by Sections 5.5, (ii) all information necessary to\nenable the Trustee to send the statements to Certificateholders and the\nSecurity Insurer required by Section 5.7, (iii) a listing of all Warranty\nReceivables and Administrative Receivables purchased as of the related\nDeposit Date, identifying the Receivables so purchased and (iv) all\ninformation necessary to enable the Trustee to reconcile all deposits to, and\nwithdrawals from, the Collection Account for the related Collection Period\nand Distribution Date, including the accounting required by Section 5.7.\nReceivables purchased by the Servicer or by the Seller on the related Deposit\nDate and each Receivable which became a Liquidated Receivable or which was\npaid in full during the related Collection Period shall be identified by\naccount number (as set forth in the Schedule of Receivables).  A copy of such\ncertificate may be obtained by any Certificateholder by a request in writing\nto the Trustee addressed to the Corporate Trust Office.  In addition to the\ninformation set forth in the preceding sentence, the Servicer's Certificate\ndelivered to the Security Insurer, the Collateral Agent and the Trustee on\nthe Determination Date shall also contain the following information: (a) the\nDelinquency Ratio, Average Delinquency Ratio, Default Ratio, Average Default\nRatio, Net Loss Ratio and Average Net Loss Ratio for such Determination Date;\n(b) whether any Trigger Event has occurred as of such Determination Date; (c)\nwhether any Trigger Event\n\n\n                                     38\n\n\n\nthat may have occurred as of a prior Determination Date is Deemed Cured as of\nsuch Determination Date; and (d) whether to the knowledge of the Servicer an\nInsurance Agreement Event of Default has occurred.\n\n        IV.10.  ANNUAL STATEMENT AS TO COMPLIANCE, NOTICE OF SERVICER\nTERMINATION EVENT.\n\n        (a)     The Servicer shall deliver to the Trustee, the Backup\nServicer, the Security Insurer, the Certificateholders and each Rating\nAgency, on or before October 31 (or 120 days after the end of the Servicer's\nfiscal year, if other than June 30) of each year, beginning on October 31,\n1996, an officer's certificate signed by any Responsible Officer of the\nServicer, dated as of June 30 (or other applicable date) of such year,\nstating that (i) a review of the activities of the Servicer during the\npreceding 12-month period (or such other period as shall have elapsed from\nthe Closing Date to the date of the first such certificate) and of its\nperformance under this Agreement has been made under such officer's\nsupervision, and (ii) to such officer's knowledge, based on such review, the\nServicer has fulfilled all its obligations under this Agreement throughout\nsuch period, or, if there has been a default in the fulfillment of any such\nobligation, specifying each such default known to such officer and the nature\nand status thereof.\n\n        (b)     The Servicer shall deliver to the Trustee, the Backup\nServicer, the Security Insurer, the Certificateholders, the Collateral Agent,\nand each Rating Agency, promptly after having obtained knowledge thereof, but\nin no event later than two (2) Business Days thereafter, written notice in an\nofficer's certificate of any event which with the giving of notice or lapse\nof time, or both, would become a Servicer Termination Event under Section\n10.1(a).  The Seller or the Servicer shall deliver to the Trustee, the Backup\nServicer, the Security Insurer, the Collateral Agent, the Servicer or the\nSeller (as applicable) and each Rating Agency promptly after having obtained\nknowledge thereof, but in no event later than two (2) Business Days\nthereafter, written notice in an officer's certificate of any event which\nwith the giving of notice or lapse of time, or both, would become a Servicer\nTermination Event under any other clause of Section 10.1.\n\n\n                                     39\n\n\n\n        IV.11. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT.\n\n        (a)     The Servicer shall cause a firm of nationally recognized\nindependent certified public accountants (the \"Independent Accountants\"), who\nmay also render other services to the Servicer or to the Seller, to deliver\nto the Trustee, the Backup Servicer, the Security Insurer and each Rating\nAgency, on or before October 31 (or 120 days after the end of the Servicer's\nfiscal year, if other than June 30) of each year, beginning on October 31,\n1996, with respect to the twelve months ended the immediately preceding June\n30 (or other applicable date) (or such other period as shall have elapsed\nfrom the Closing Date to the date of such certificate), a statement (the\n\"Accountants' Report\") addressed to the Board of Directors of the Servicer,\nto the Trustee, the Backup Servicer and to the Security Insurer, to the\neffect that such firm has audited the books and records of AmeriCredit Corp.,\nin which the Servicer is included as a consolidated subsidiary, and issued\nits report thereon in connection with the audit report on the consolidated\nfinancial statements of AmeriCredit Corp. and that (1) such audit was made in\naccordance with generally accepted auditing standards, and accordingly\nincluded such tests of the accounting records and such other auditing\nprocedures as such firm considered necessary in the circumstances; (2) the\nfirm is independent of the Seller and the Servicer within the meaning of the\nCode of Professional Ethics of the American Institute of Certified Public\nAccountants, and (3) includes a report on the application of agreed upon\nprocedures to three randomly selected Servicer's Certificates including the\ndelinquency, default and loss statistics required to be specified therein\nnoting whether any exceptions or errors in the Servicer's Certificates were\nfound.\n\n        (b)     A copy of the Accountants' Report may be obtained by any\nCertificateholder by a request in writing to the Trustee addressed to the\nCorporate Trust Office.\n\n        IV.12.  ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING\nRECEIVABLES. The Servicer shall provide to representatives of the Trustee,\nthe Backup Servicer, the Certificateholders and the Security Insurer\nreasonable access to the documentation regarding the Receivables.  In each\ncase, such access shall be afforded without charge but only upon reasonable\nrequest and during normal business hours.  Nothing in this Section shall\nderogate from the obligation of the Servicer to observe any applicable law\nprohibiting disclosure of information regarding the Obligors, and the failure\nof the Servicer to provide access as provided in this Section as a result of\nsuch obligation shall not constitute a breach of this Section.\n\n        IV.13.     MONTHLY TAPE.  On or before the fifth Business Day, but in\nno event later than the seventh calendar day, of each month, the Servicer\nwill deliver to the Trustee and the Backup Servicer a computer tape and a\ndiskette (or any other electronic transmission acceptable to the Trustee and\nthe Backup Servicer) in a format acceptable to the Trustee and the Backup\nServicer containing the information with respect to the Receivables as of the\npreceding Accounting Date necessary for preparation of the Servicer's\nCertificate relating to\n\n\n                                     40\n\n\n\nthe immediately succeeding Determination Date and necessary to determine the\napplication of collections as provided in Section 5.3.  The Backup Servicer\nshall use such tape or diskette (or other electronic transmission acceptable\nto the Trustee and the Backup Servicer) to verify the Servicer's Certificate\ndelivered by the Servicer, and the Backup Servicer shall certify to the\nControlling Party that it has verified the Servicer's Certificate in\naccordance with this Section 4.13 and shall notify the Servicer and the\nControlling Party of any discrepancies, in each case, on or before the second\nBusiness Day following the Determination Date.  In the event that the Backup\nServicer reports any discrepancies, the Servicer and the Backup Servicer\nshall attempt to reconcile such discrepancies prior to the related\nDistribution Date, but in the absence of a reconciliation, the Servicer's\nCertificate shall control for the purpose of calculations and distributions\nwith respect to the related Distribution Date.  In the event that the Backup\nServicer and the Servicer are unable to reconcile discrepancies with respect\nto a Servicer's Certificate by the related Distribution Date, the Servicer\nshall cause the Independent Accountants, at the Servicer's expense, to audit\nthe Servicer's Certificate and, prior to the third Business Day, but in no\nevent later than the fifth calendar day, of the following month, reconcile\nthe discrepancies.  The effect, if any, of such reconciliation shall be\nreflected in the Servicer's Certificate for such next succeeding\nDetermination Date.  In addition, upon the occurrence of a Servicer\nTermination Event the Servicer shall, if so requested by the Controlling\nParty deliver to the Backup Servicer its Collection Records and its Monthly\nRecords within 15 days after demand therefor and a computer tape containing\nas of the close of business on the date of demand all of the data maintained\nby the Servicer in computer format in connection with servicing the\nReceivables.  Other than the duties specifically set forth in this Agreement,\nthe Backup Servicer shall have no obligations hereunder, including, without\nlimitation, to supervise, verify, monitor or administer the performance of\nthe Servicer.  The Backup Servicer shall have no liability for any actions\ntaken or omitted by the Servicer.\n\n        IV.14.  RETENTION AND TERMINATION OF SERVICER.  The Servicer hereby\ncovenants and agrees to act as such under this Agreement for an initial term,\ncommencing on the Closing Date and ending on March 31, 1996, which term shall\nbe extendible by the Controlling Party for successive quarterly terms ending\non each successive June 30, September 30 and December 31 (or, pursuant to\nrevocable written standing instructions from time to time to the Servicer and\nthe Trustee for any specified number of terms greater than one), until the\nCertificates are paid in full.  Each such notice (including each notice\npursuant to standing instructions, which shall be deemed delivered at the end\nof successive quarterly terms for so long as such instructions are in effect)\n(a \"Servicer Extension Notice\") shall be delivered by the Security Insurer to\nthe Trustee and the Servicer.  The Servicer hereby agrees that, as of the\ndate hereof and upon its receipt of any such Servicer Extension Notice, the\nServicer shall become bound, for the initial term beginning on the Closing\nDate and for the duration of the term covered by such Servicer Extension\nNotice, to continue as the Servicer subject to and in accordance with the\nother provisions of this Agreement.  Until such time as an Insurer Default\nshall have occurred and be continuing the Trustee agrees that if as of the\nfifteenth day prior to the last day of any term of the Servicer the Trustee\nshall not have\n\n\n                                     41\n\n\n\nreceived any Servicer Extension Notice from the Security Insurer, the Trustee\nwill, within five days thereafter, give written notice of such non-receipt to\nthe Security Insurer and the Servicer.\n\n        IV.15.  FIDELITY BOND AND ERRORS AND OMISSIONS POLICY.  The Servicer\nhas obtained, and shall continue to maintain in full force and effect, a\nFidelity Bond and Errors and Omissions Policy of a type and in such amount as\nis customary for servicers engaged in the business of servicing automobile\nreceivables.\n\n\n                                     42\n\n\n\n\n\n                                      V\n               DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     43\n\n\n\n\n         V.1.  ACCOUNTS.  The Servicer shall establish the Collection Account in\nthe name of the Trustee for the benefit of the Certificateholders.  The Servicer\nshall also establish the Policy Payments Account in the name of the Trustee for\nthe benefit of the Class A Certificateholders.  Each of the Collection Account\nand the Policy Payments Account shall be an Eligible Account and initially shall\nbe a segregated trust account established with the Trustee and maintained with\nthe Trustee.  All amounts held in the Collection Account shall, to the extent\npermitted by applicable laws, rules and regulations, be invested by the Trustee,\nas directed in writing by the Servicer, in Eligible Investments that mature not\nlater than one Business Day prior to the Distribution Date for the Collection\nPeriod to which such amounts relate.  Any such written direction shall certify\nthat any such investment is authorized by this Section 5.1.  Investments in\nEligible Investments shall be made in the name of the Trustee on behalf of the\nCertificateholders, and such investments shall not be sold or disposed of prior\nto their maturity.  The Trustee may trade with itself or an Affiliate in the\npurchase or sale of Eligible Investments.  Any investment of funds in the\nCollection Account shall be made in Eligible Investments held by a financial\ninstitution with respect to which (a) such institution has noted the Trustee's\ninterest therein by book entry or otherwise and (b) a confirmation of the\nTrustee's interest has been sent to the Trustee by such institution, provided\nthat such Eligible Investments are (i) specific certificated securities (as such\nterm is used in the Texas UCC, and (ii) either (A) in the possession of such\ninstitution or (B) in the possession of a clearing corporation as such term is\nused in the New York UCC and the Texas UCC, registered in the name of such\nclearing corporation, not endorsed for collection or surrender or any other\npurpose not involving transfer, not containing any evidence of a right or\ninterest inconsistent with the Trustee's security interest therein, and held by\nsuch clearing corporation in an account of such institution.  Subject to the\nother provisions hereof, the Trustee shall have sole control over each such\ninvestment and the income thereon, and any certificate or other instrument\nevidencing any such investment, if any, shall be delivered directly to the\nTrustee or its agent, together with each document of transfer, if any, necessary\nto transfer title to such investment to the Trustee in a manner which complies\nwith this Section 5.1.  All interest, dividends, gains upon sale and other\nincome from, or earnings on, investments of funds in the Collection Account\nshall be deposited in the Collection Account, and, in the case of the Collection\nAccount, distributed on the next Distribution Date pursuant to Section 5.5.  The\nSeller shall deposit in the Collection Account an amount equal to any net loss\non such investments immediately as realized.  Amounts in Policy Payments Account\nshall not be invested.  On the Closing Date, the Servicer shall deposit in the\nCollection Account (i) all Scheduled Payments and prepayments of Receivables\nreceived by the Lockbox Bank after the Cut-off Date and prior to the Closing\nDate or received by the Lockbox Bank after the Cut-off Date and at least two\nBusiness Days prior to the Closing Date and (ii) all Liquidation Proceeds and\nproceeds of Insurance Policies realized in respect of a Financed Vehicle and\napplied by the Servicer after the Cut-off Date.\n\n         V.2.  COLLECTIONS.  (a)  The Servicer shall establish the Subcollection\nAccount in the name of the Trustee for the benefit of the Certificateholders.\nThe\n\n                                       44\n\n\n\n\n\nSubcollection Account shall be an Eligible Account satisfying clause (i) of\nthe definition of \"Eligible Account,\" and shall initially be established with\nFirst Interstate Bank, N.A.  The Servicer shall remit directly to the\nSubcollection Account without deposit into any intervening account all payments\nby or on behalf of the Obligors on the Receivables and all Liquidation Proceeds\nreceived by the Servicer, in each case, as soon as practicable, but in no event\nlater than the Business Day after receipt thereof.  Within two days of deposit\nof payments into the Subcollection Account, the Servicer shall cause all amounts\ncredited to the Subcollection Account to be transferred to the Collection\nAccount.  Amounts in the Subcollection Account shall not be invested.\n\n         (a)  Notwithstanding the provisions of subsection (a) hereof, the\nServicer will be entitled to be reimbursed from amounts on deposit in the\nCollection Account with respect to a Collection Period for amounts previously\ndeposited in the Collection Account but later determined by the Servicer or the\nLockbox Bank to have resulted from mistaken deposits or postings or checks\nreturned for insufficient funds.  The amount to be reimbursed hereunder shall be\npaid to the Servicer on the related Distribution Date pursuant to Section\n5.5(a)(i) upon certification by the Servicer of such amounts and the provision\nof such information to the Trustee and the Security Insurer as may be necessary\nin the opinion of the Trustee and the Security Insurer to verify the accuracy of\nsuch certification.  In the event that the Security Insurer has not received\nevidence satisfactory to it of the Servicer's entitlement to reimbursement\npursuant to this Section, the Security Insurer shall (unless an Insurer Default\nshall have occurred and be continuing) give the Trustee notice to such effect,\nfollowing receipt of which the Trustee shall not make a distribution to the\nServicer in respect of such amount pursuant to Section 5.5, or if the Servicer\nprior thereto has been reimbursed pursuant to Section 5.5 or Section 5.6, the\nTrustee shall withhold such amounts from amounts otherwise distributable to the\nServicer on the next succeeding Distribution Date.\n\n         V.3.  APPLICATION OF COLLECTIONS.  For the purposes of this Agreement,\nall collections for a Collection Period shall be applied by the Servicer as\nfollows:\n\n         (a)  With respect to each Receivable (other than a Purchased\n      Receivable), payments by or on behalf of the Obligor (other than of\n      Supplemental Servicing Fees with respect to such Receivable, to the extent\n      collected) shall be applied to interest and principal in accordance with\n      the Simple Interest Method.  With respect to each Liquidated Receivable,\n      Liquidation Proceeds shall be applied to interest and principal with\n      respect to such Receivable in accordance with the Simple Interest Method.\n      Any prepayment of principal during each Collection Period shall be\n      immediately applied to reduce the principal balance of the Receivable\n      during such Collection Period.\n\n         (b)  With respect to each Receivable that has become a Purchased\n      Receivable on any Deposit Date, the Purchase Amount shall be applied, for\n\n                                       45\n\n\n\n\n\n      purposes of this Agreement only, to interest and principal on the\n      Receivable in accordance with the terms of the Receivable as if the\n      Purchase Amount had been paid by the Obligor on the Accounting Date.  The\n      Servicer shall not be entitled to any Supplemental Servicing Fees with\n      respect to such a Receivable.  Nothing contained herein shall relieve any\n      Obligor of any obligation relating to any Receivable.\n\n         (c)  All amounts collected that are payable to the Servicer as\n      Supplemental Servicing Fees hereunder shall be deposited in the Collection\n      Account and paid to the Servicer in accordance with Section 5.5(a)(i).\n\n         (d)  All payments by or on behalf of an Obligor received with respect\n      to any Purchased Receivable after the Accounting Date immediately\n      preceding the Deposit Date on which the Purchase Amount was paid by the\n      Seller or the Servicer shall be paid to the Seller or the Servicer,\n      respectively, and shall not be included in the Available Funds.\n\n         V.4.  ADDITIONAL DEPOSITS.  On or before each Deposit Date, the\nServicer or the Seller shall deposit into the Collection Account the aggregate\nPurchase Amounts with respect to Administrative Receivables and Warranty\nReceivables, respectively.  All such deposits of Purchase Amounts shall be made\nin immediately available funds.  On or before each Draw Date, the Trustee shall\nremit to the Collection Account any amounts delivered to the Trustee by the\nCollateral Agent.\n\n         V.5.  DISTRIBUTIONS.  (a)  On each Distribution Date, the Trustee shall\n(x) distribute all amounts deposited by the Security Insurer under Section 5.8\nas directed by the Security Insurer, and (y) (based solely on the information\ncontained in the Servicer's Certificate delivered with respect to the related\nDetermination Date) distribute the following amounts and in the following order\nof priority:\n\n         (i)   first, from the Distribution Amount, to the Servicer, the\n      Basic Servicing Fee for the related Collection Period, any Supplemental\n      Servicing Fees for the related Collection Period, and any amounts\n      specified in Section 5.2(b), to the extent the Servicer has not reimbursed\n      itself in respect of such amounts pursuant to Section 5.6;\n\n         (ii)  second, from the Distribution Amount, to any Lockbox Bank,\n      Trustee, Backup Servicer or Collateral Agent (including the Trustee if\n      acting in any such additional capacity), any accrued and unpaid fees and,\n      in the case of the Lockbox Bank, amounts related to insufficient funds\n      checks (in each case, to the extent such Person has not previously\n      received such amount from the Servicer or AmeriCredit);\n\n                                       46\n\n\n\n\n\n         (iii)  third, from the Amount Available to the Class A\n      Certificateholders, the Class A Interest Distributable Amount for such\n      Distribution Date;\n\n         (iv)   fourth, from the Amount Available to the Class A\n      Certificateholders, the Class A Principal Distributable Amount\n      for such Distribution Date;\n\n         (v)    fifth, from the Distribution Amount to the Security Insurer,\n      to the extent of any amounts owing to the Security Insurer under the\n      Insurance Agreement and not paid, whether or not AmeriCredit is also\n      obligated to pay such amounts;\n\n         (vi)   sixth, from Available Funds, to the Class B Certificateholders,\n       the Class B Coupon Interest Distributable Amount for such Distribution\n       Date;\n\n         (vii)  seventh, from Available Funds, to the Class B\n       Certificateholders, the Class B Principal Distributable Amount\n       for such Distribution Date; and\n\n         (viii) eighth, from Available Funds, to the Class B\n       Certificateholders, the Class B Excess Interest Amount for such\n       Distribution Date;\n\nPROVIDED, HOWEVER, that ARC as the Class B Certificateholder hereby irrevocably\npledges the Class B Certificates to the Collateral Agent pursuant to the Spread\nAccount Agreement and hereby irrevocably agrees that amounts otherwise\ndistributable to the Class B Certificateholder pursuant to the foregoing shall\ninstead be delivered by the Trustee to the Collateral Agent for the deposit in\nthe Spread Account, and the Trustee hereby agrees to deliver such amounts to the\nCollateral Agent pursuant to the Spread Account Agreement.\n\n          (b)  Subject to Section 12.1 respecting the final payment upon\nretirement of each Certificate, and provided that the Trustee has received the\napplicable Servicer's Certificate, on each Distribution Date the Trustee shall\ndistribute to each Certificateholder of record on the preceding Accounting Date\neither (i) by wire transfer, in immediately available funds to the account of\nsuch holder at a bank or other entity having appropriate facilities therefor, if\nsuch Certificateholder holds Certificates representing at least $5 million in\nClass A Certificate Balance or Class B Certificate Balance as of the Cut-off\nDate, and if such Certificateholder shall have provided to the Trustee\nappropriate instructions not later than 15 days prior to such Distribution Date,\nor (ii) by check mailed to such Certificateholder at the address of such Holder\nappearing in the Certificate Register, such Holder's Fractional Undivided\nInterest of either the Class A Distributable Amount or the Class B Distributable\nAmount, as applicable, to the extent funds therefore are distributed under\nSection 5.5(a).\n\n                                       47\n\n\n\n\n\n         V.6.  NET DEPOSITS.  The Servicer may make the remittances to be made\nby it pursuant to Sections 5.2 and 5.4 net of amounts (which amounts may be\nnetted prior to any such remittance for a Collection Period) to be distributed\nto it pursuant to Sections 4.8 and 5.2(b) and (subject to payment by the\nServicer of amounts otherwise payable pursuant to Sections 4.8, 5.2, 5.5(a)(i)\nand 5.5(a)(ii), for so long as no Servicer Termination Event has occurred and is\ncontinuing; PROVIDED HOWEVER, that the Servicer shall account for all of such\namounts in the related Servicer's Certificate as if such amounts were deposited\nand distributed separately; and, PROVIDED, FURTHER, that if an error is made by\nthe Servicer in calculating the amount to be deposited or retained by it, with\nthe result that an amount less than required is deposited in the Collection\nAccount, the Servicer shall make a payment of the deficiency to the Collection\nAccount, immediately upon becoming aware, or receiving notice from the Trustee,\nof such error.\n\n         V.7.  STATEMENTS TO CERTIFICATEHOLDERS.  (a)  On each Distribution\nDate, the Trustee shall include with each distribution to each Certificate-\nholder, a statement (which statement shall also be provided to the Security\nInsurer and to each Rating Agency) based on information in the Servicer's\nCertificate delivered on the related Determination Date pursuant to Section 4.9,\nsetting forth for the Collection Period relating to such Distribution Date the\nfollowing information:\n\n         (i)   in the case of the Class A and Class B Certificateholders,\n      the amount of such distribution allocable to principal;\n\n         (ii)  in the case of the Class A and Class B Certificateholders,\n      the amount of such distribution allocable to interest;\n\n         (iii) the amount of such distribution payable out of amounts\n      withdrawn from the Spread Account or pursuant to a claim on the Policy;\n\n         (iv)  the Class A Certificate Balance and the Class B Certificate\n      Balance, as applicable, (after giving effect to distributions made on such\n      Distribution Date);\n\n         (v)   the amount of fees paid by the Trust with respect to such\n      Collection Period;\n\n         (vi)  the amount of the Class A Interest Carryover Shortfall,\n      Class A Principal Carryover Shortfall, Class B Interest Carryover\n      Shortfall and Class B Principal Carryover Shortfall, if any, on such\n      Distribution Date and the change in such amounts from those of the prior\n      Distribution Date;\n\n                                       48\n\n\n\n\n\n         (vii)  the Class A Certificate Factor and the Class B Certificate\n      Factor as of such Distribution Date;\n\n         (viii) the Delinquency Ratio, Average Delinquency Ratio, Default\n      Ratio, Average Default Ratio, Net Loss Ratio and Average Net Loss Ratio\n      for such Determination Date;\n\n         (ix)   whether any Trigger Event has occurred as of such\n      Determination Date;\n\n         (x)    whether any Trigger Event that may have occurred as of a\n      prior Determination Date is Deemed Cured (as defined in the Spread Account\n      Agreement), as of such Determination Date;\n\n         (xi)   whether an Insurance Agreement Event of Default has\n      occurred; and\n\n         (xii)  the Pool Factor (after giving effect to distributions made\n      on such Distribution Date).\n\nEach amount set forth pursuant to subclauses (i) (such amounts broken down by\nClass of Certificate), (ii) (such amounts broken down by Class of Certificate),\n(iv) and (vi) above shall be expressed as a dollar amount per $1,000 of original\nprincipal balance of a Certificate of the related Class.\n\n         (b)  Within the prescribed period of time for tax reporting purposes\nafter the end of each calendar year during the term of this Agreement, the\nTrustee shall mail, to each Person who at any time during such calendar year\nshall have been a Holder of a Certificate, a statement containing the sum of the\namounts set forth in clauses (i), (ii), and (v) (separately indicating amounts\nin respect of the Class A Certificates and the Class B Certificates in the case\nof (i) and (ii)) and such other information, requested in writing by the\nServicer, if any, as the Servicer determines is necessary to permit the\nCertificateholder to ascertain its share of the gross income and deductions of\nthe Trust (exclusive of the Supplemental Servicing Fee), for such calendar year\nor, in the event such Person shall have been a Holder of a Certificate during a\nportion of such calendar year, for the applicable portion of such year, for the\npurposes of such Certificateholder's preparation of federal income tax returns.\n\n         V.8.  OPTIONAL DEPOSITS BY THE SECURITY INSURER.  The Security Insurer\nshall at any time, and from time to time have the option (but shall not be\nrequired, except as provided in Section 6.4 and in accordance with the terms of\nthe Policy) to deliver amounts to the Trustee for deposit into the Collection\nAccount for any of the following purposes: (i) to provide funds in respect of\nthe payment of fees or expenses of any provider of services to\n\n                                       49\n\n\n\n\n\nthe Trust with respect to such Distribution Date, (ii) to distribute as a\ncomponent of the Class A Principal Distributable Amount to the extent that\nthe Class A Certificate Balance as of the Determination Date preceding such\nDistribution Date exceeds the Class A Percentage of the Aggregate Principal\nBalance as of such Determination Date, or (iii) to include such amount as\npart of the Class A Distributable Amount for such Distribution Date to the\nextent that without such amount a draw would be required to be made on the\nPolicy.\n\n\n                                       VI\n                  THE SPREAD ACCOUNT AND THE POLICY; COVENANTS\n                    OF THE INITIAL CLASS B CERTIFICATEHOLDER\n\n         VI.1.  INITIAL PURCHASE; SPREAD ACCOUNT.  (a)  The Seller hereby agrees\nto make a capital contribution to ARC on the Closing Date to enable ARC to\npurchase the Class B Certificates and make the initial Spread Account deposit.\n\n         (a)    ARC, as the initial Class B Certificateholder agrees,\nsimultaneously with the execution and delivery of this Agreement, to execute and\ndeliver the Spread Account Agreement and, pursuant to the terms thereof, to\ndeposit $706,330.54 in the Spread Account.\n\n         VI.2.  POLICY.  The Servicer and the Seller agree, simultaneously with\nthe execution and delivery of this Agreement, to cause the Security Insurer to\nissue the Policy for the benefit of the Trust in accordance with the terms\nthereof.\n\n         VI.3.  WITHDRAWALS FROM SPREAD ACCOUNT.  (a)  In the event that the\nServicer's Certificate with respect to any Determination Date shall state that\nthe amount of the Available Funds with respect to such Determination Date is\nless than the sum of the amounts payable on the related Distribution Date\npursuant to clauses (i) through (v) of Subsection 5.5(a) (such deficiency being\na \"Deficiency Claim Amount\") then on the Deficiency Claim Date immediately\npreceding such Distribution Date, the Trustee shall deliver to the Collateral\nAgent, the Security Insurer, and the Servicer, by hand delivery, telex or\nfacsimile transmission, a written notice (a \"Deficiency Notice\") specifying the\nDeficiency Claim Amount for such Distribution Date.  Such Deficiency Notice\nshall direct the Collateral Agent to remit such Deficiency Claim Amount (to the\nextent of the funds available to be distributed pursuant to the Spread Account\nAgreement) to the Trustee for deposit in the Collection Account.\n\n         (a)    Any Deficiency Notice shall be delivered by 10:00 a.m., New York\nCity time, on the fourth Business Day preceding such Distribution Date.  The\namounts distributed by the Collateral Agent to the Trustee pursuant to a\nDeficiency Notice shall be deposited by the Trustee into the Collection Account\npursuant to Section 5.4.\n\n                                       50\n\n\n\n\n         VI.4.  CLAIMS UNDER POLICY.  (a)  In the event that the Trustee has\ndelivered a Deficiency Notice with respect to any Determination Date, the\nTrustee shall determine on the related Draw Date whether the sum of (i) the\namount of Available Funds with respect to such Determination Date (as stated in\nthe Servicer's Certificate with respect to such Determination Date) plus\n(ii) the amount of the Deficiency Claim Amount, if any, to be delivered by the\nCollateral Agent to the Trustee pursuant to a Deficiency Notice delivered with\nrespect to such Distribution Date (as stated in the certificate delivered on the\nimmediately preceding Deficiency Claim Date by the Collateral Agent pursuant to\nSection 3.03(a) of the Spread Account Agreement) would be insufficient, after\ngiving effect to the distributions required by Section 5.5(a)(i)-(ii), to pay\nthe sum of the Class A Interest Distributable Amount and the Class A Principal\nDistributable Amount for the related Distribution Date, then in such event the\nTrustee shall furnish to the Security Insurer no later than 12:00 noon New York\nCity time on the related Draw Date a completed Notice of Claim in the amount of\nthe shortfall in amounts so available to pay the Class A Interest Distributable\nAmount and the Class A Principal Distributable Amount with respect to such\nDistribution Date (the amount of any such shortfall being hereinafter referred\nto as the \"Policy Claim Amount\").  Amounts paid by the Security Insurer under\nthe Policy shall be deposited by the Trustee into the Policy Payments Account\nand thereafter into the Collection Account for payment to Class A Certificate-\nholders on the related Distribution Date (or promptly following payment on a\nlater date as set forth in the Policy).\n\n         (a)    Any notice delivered by the Trustee to the Security Insurer\npursuant to subsection 6.4(a) shall specify the Policy Claim Amount claimed\nunder the Policy and shall constitute a \"Notice of Claim\" under the Policy.  In\naccordance with the provisions of the Policy, the Security Insurer is required\nto pay to the Trustee the Policy Claim Amount properly claimed thereunder by\n12:00 noon, New York City time, on the later of (i) the third Business Day\nfollowing receipt on a Business Day of the Notice of Claim, and (ii) the\napplicable Distribution Date.  Any payment made by the Security Insurer under\nthe Policy shall be applied solely to the payment of the Class A Certificates,\nand for no other purpose.\n\n         (b)    The Trustee shall (i) receive as attorney-in-fact of each Certi-\nficateholder any Policy Claim Amount from the Security Insurer and (ii) deposit\nthe same in the Collection Account for disbursement to the Class A Certificate-\nholders as set forth in clauses (iii) and (iv) of subsection 5.5(a).  Any and\nall Policy Claim Amounts disbursed by the Trustee from claims made under the\nPolicy shall not be considered payment by the Trust or from the Spread Account\nwith respect to such Class A Certificates, and shall not discharge the\nobligations of the Trust with respect thereto.  The Security Insurer shall, to\nthe extent it makes any payment with respect to the Class A Certificates, become\nsubrogated to the rights of the recipients of such payments to the extent of\nsuch payments.  Subject to and conditioned upon any payment with respect to the\nClass A Certificates by or on behalf of the Security Insurer, the Trustee shall\nassign to the Security Insurer all rights to the payment of interest or\nprincipal with respect to the Class A Certificates which are then due for\npayment to the extent of all payments made by the Security Insurer and the\nSecurity Insurer\n\n                                       51\n\n\n\n\n\nmay exercise any option, vote, right, power or the like with respect to the\nClass A Certificates to the extent that it has made payment pursuant to the\nPolicy. To evidence such subrogation, the Certificate Registrar shall note\nthe Security Insurer's rights as subrogee upon the register of Class A\nCertificateholders upon receipt from the Security Insurer of proof of payment\nby the Security Insurer of any Class A Interest Distributable Amount or Class\nA Principal Distributable Amount.\n\n         (c)    The Trustee shall be entitled to enforce on behalf of the\nClass A Certificateholders the obligations of the Security Insurer under the\nPolicy.  Notwithstanding any other provision of this Agreement, the Class A\nCertificateholders are not entitled to institute proceedings directly\nagainst the Security Insurer.\n\n         VI.5.  PREFERENCE CLAIMS; DIRECTION OF PROCEEDINGS.  (a)  In the event\nthat the Trustee has received a certified copy of an order of the appropriate\ncourt that any Class A Interest Distributable Amount or Class A Principal\nDistributable Amount paid on a Class A Certificate has been avoided in whole or\nin part as a preference payment under applicable bankruptcy law, the Trustee\nshall so notify the Security Insurer, shall comply with the provisions of the\nPolicy to obtain payment by the Security Insurer of such avoided payment, and\nshall, at the time it provides notice to the Security Insurer, notify Holders of\nthe Class A Certificates by mail that, in the event that any Class A Certifi-\ncateholder's payment is so recoverable, such Class A Certificateholder will be\nentitled to payment pursuant to the terms of the Policy.  Pursuant to the terms\nof the Policy, the Security Insurer will make such payment on behalf of the\nClass A Certificateholder to the receiver, conservator, debtor-in-possession or\ntrustee in bankruptcy named in the Order (as defined in the Policy) and not to\nthe Trustee or any Class A Certificateholder directly (unless a Class A Certifi-\ncateholder has previously paid such payment to the receiver, conservator,\ndebtor-in-possession or trustee in bankruptcy, in which case the Security\nInsurer will make such payment to the Trustee for distribution to such Class A\nCertificateholder upon proof of such payment reasonably satisfactory to the\nSecurity Insurer).\n\n         (a)    The Trustee shall promptly notify the Security Insurer of any\nproceeding or the institution of any action (of which the Trustee has actual\nknowledge) seeking the avoidance as a preferential transfer under applicable\nbankruptcy, insolvency, receivership, rehabilitation or similar law (a\n\"Preference Claim\") of any distribution made with respect to the Class A\nCertificates.  Each Holder, by its purchase of Class A Certificates, and the\nTrustee hereby agrees that so long as an Insurer Default shall not have occurred\nand be continuing, the Security Insurer may at any time during the continuation\nof any proceeding relating to a Preference Claim direct all matters relating to\nsuch Preference Claim including, without limitation, (i) the direction of any\nappeal of any order relating to any Preference Claim and (ii) the posting of any\nsurety, supersedeas or performance bond pending any such appeal at the expense\nof the Security Insurer, but subject to reimbursement as provided in the\nInsurance Agreement.  In addition, and without limitation of the foregoing, as\nset forth in Section 6.4(c), the Security Insurer shall be subrogated to, and\neach Class A Certificate-\n\n                                       52\n\n\n\n\n\n\nholder and the Trustee hereby delegate and assign, to the fullest extent\npermitted by law, the rights of the Trustee and each Class A\nCertificateholder in the conduct of any proceeding with respect to a\nPreference Claim, including, without limitation, all rights of any party to\nan adversary proceeding action with respect to any court order issued in\nconnection with any such Preference Claim.\n\n         VI.6.  SURRENDER OF POLICY.  The Trustee shall surrender the Policy to\nthe Security Insurer for cancellation upon its expiration in accordance with the\nterms thereof.\n\n         VI.7.  SPECIAL PURPOSE ENTITY.\n\n         (a)    ARC shall conduct its business solely in its own name through\nits duly authorized officers or agents so as not to mislead others as to the\nidentity of the entity with which those others are concerned, and\nparticularly will use its best efforts to avoid the appearance of conducting\nbusiness on behalf of any affiliate thereof or that the assets of the ARC are\navailable to pay the creditors of AmeriCredit or AmeriCredit Corp. or any\naffiliate thereof.  Without limiting the generality of the foregoing, all\noral and written communications, including, without limitation, letters,\ninvoices, purchase orders, contracts, statements and loan applications, will\nbe made solely in the name of ARC.\n\n         (b)    ARC shall maintain corporate records and books of account\nseparate from those of AmeriCredit and AmeriCredit Corp., and the affiliates\nthereof.\n\n         (c)    ARC shall obtain proper authorization from its Board of\nDirectors of all corporate action requiring such authorization, meetings of\nthe Board of Directors of ARC shall be held not less frequently than one time\nper annum.\n\n         (d)    ARC shall obtain proper authorization from its shareholders\nof all corporate action requiring shareholder approval, meetings of the\nshareholders of ARC shall be held not less frequently than one time per annum.\n\n         (e)    Although the organizational expenses of ARC have been paid by\nAmeriCredit, the Seller shall pay its own operating expenses and liabilities\nfrom its own funds.\n\n         (f)    The annual financial statements of ARC shall disclose the\neffects of ARC's transactions in accordance with generally accepted\naccounting principles and shall disclose that the assets of ARC are not\navailable to pay creditors of AmeriCredit Corp., AmeriCredit or any affiliate\nthereof.\n\n         (g)    The resolutions, agreements and other instruments of ARC\nunderlying the transactions described in the Insurance Agreement and in the\nother Transaction Documents shall be continuously maintained by ARC as\nofficial records of ARC, separately identified\n\n                                       53\n\n\n\n\n\nand held apart from the records of AmeriCredit Corp. and AmeriCredit and each\naffiliate thereof.\n\n         (h)    ARC shall maintain an arm's-length relationship with AmeriCredit\nCorp. and AmeriCredit and the affiliates thereof, and will not hold itself\nout as being liable for the debts of AmeriCredit Corp. or AmeriCredit or any\naffiliate thereof.\n\n         (i)    ARC shall keep its assets and liabilities wholly separate from\nthose of all other entities, including, but not limited to AmeriCredit Corp.,\nAmeriCredit and the affiliates thereof.\n\n         (j)    The books and records of ARC will be maintained at the address\ndesignated herein for receipt of notices, unless ARC shall otherwise advise the\nparties hereto in writing.\n\n         VI.8.  RESTRICTIONS ON LIENS.  ARC shall not (i) create, incur or\nsuffer to exist, or agree to create, incur or suffer to exist, or consent to\ncause or permit in the future (upon the happening of a contingency or\notherwise) the creation, incurrence or existence of any Lien or restriction\non transferability of the Receivables except for the Lien in favor of the\nTrustee for the benefit of the Certificateholders and the Security Insurer,\nthe Lien imposed by the Spread Account Agreement in favor of the Trustee for\nthe benefit of the Certificateholders and the Security Insurer, and the\nrestrictions on transferability imposed by this Agreement or (ii) sign or\nfile under the Uniform Commercial Code of any jurisdiction any financing\nstatement which names AmeriCredit or ARC as a debtor, or sign any security\nagreement authorizing any secured party thereunder to file such financing\nstatement, with respect to the Receivables, except in each case any such\ninstrument solely securing the rights and preserving the Lien of the Trustee\nfor the benefit of the Certificateholders and the Security Insurer.\n\n         VI.9.  CREATION OF INDEBTEDNESS; GUARANTEES.  ARC shall not create,\nincur, assume or suffer to exist any indebtedness other than indebtedness\nguaranteed or approved in writing by the Security Insurer other than the\nTransaction Documents.  Without the prior written consent in writing of the\nSecurity Insurer, ARC shall not assume guarantee, endorse or otherwise be or\nbecome directly or contingently liable for the obligations of any Person by,\namong other things, agreeing to purchase any obligation of another Person,\nagreeing to advance funds to such Person or causing or assisting such Person\nto maintain any amount of capital.\n\n         VI.10. OTHER ACTIVITIES.  ARC shall not:\n\n         (a)    sell, transfer, exchange or otherwise dispose of any of its\nassets except as permitted under the Transaction Documents; or\n\n                                       54\n\n\n\n\n\n         (b)    engage in any business or activity other than in connection\nwith this Agreement, the Spread Account Agreement and as permitted by its\ncertificate of incorporation.\n\n         (c)    (i) take any action prohibited by Article XVI of its certificate\nof incorporation or (ii) without the prior written consent of the Trustee and\nthe Controlling Party and without giving prior written notice to the Rating\nAgencies, amend Article III, Article IX, Article XIV or Article XVI of its\ncertificate of incorporation.\n\n                                        VII\n                                 THE CERTIFICATES\n\n         VII.1.  THE CERTIFICATES.  (a)  The Class A Certificates and the\nClass B Certificates shall be issued in denominations of $1,000 initial\nprincipal amount and integral multiples thereof, except that one Class A\nCertificate and one Class B Certificate shall be issued in a denomination\nthat includes any residual amount.  The Certificates shall be executed on\nbehalf of the Trustee by manual or facsimile signature of any Responsible\nOfficer of the Trustee having such authority under the Trustee's seal\nimprinted or otherwise affixed thereon and attested on behalf of the Trustee\nby the manual or facsimile signature of any other Responsible Officer of the\nTrustee.  Certificates bearing the manual or facsimile signatures of\nindividuals who were, at the time when such signatures were affixed,\nauthorized to sign on behalf of the Trustee shall be valid and binding\nobligations of the Trust, notwithstanding that such individuals or any of\nthem have ceased to be so authorized prior to the execution and delivery of\nsuch Certificates.  All Certificates shall be dated the date of their\nexecution.\n\n         VII.2.  AUTHENTICATION OF CERTIFICATES.  The Trustee shall cause the\nCertificates to be executed on behalf of the Trust, authenticated, and delivered\nto or upon the order of the Seller (or in the case of the Class B Certificates,\nthe Seller hereby authorizes the Trustee to execute such Certificates on behalf\nof the Trust), signed by its chairman of the board, its vice chairman, its chief\nfinancial officer, its president, any vice president, its treasurer, or any\nassistant treasurer, its secretary or any assistant secretary, without further\ncorporate action by the Seller, in exchange for the Receivables and the other\nTrust Property, simultaneously with the sale, assignment and transfer to the\nTrustee of the Receivables, and the delivery to the Trustee of the Receivable\nFiles and the other Trust Property.  Such Certificates shall be duly executed by\nthe Trustee, in authorized denominations equaling in the aggregate the Cut-off\nDate Principal Balance and evidencing the entire ownership of the Trust.  No\nCertificate shall entitle its holder to any benefit under the Agreement, or\nshall be valid for any purpose, unless there shall appear on such Certificate a\ncertificate of authentication substantially in the form set forth in Exhibit A\nor Exhibit B hereto executed by the Trustee by manual signature of an authorized\nsignatory; such authentication shall constitute conclusive evidence that such\nCertificate shall have been duly authenticated and\n\n                                       55\n\n\n\n\n\ndelivered hereunder.  All Certificates shall be dated the date of their\nauthentication and shall be numbered in the manner determined by the Trustee.\n\n         VII.3.  REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.\n(a)  The Certificate Registrar shall keep or cause to be kept, at the office\nor agency maintained pursuant to Section 7.7, a Certificate Register in\nwhich, subject to such reasonable regulations as it may prescribe, the\nTrustee shall provide for the registration of Certificates and of transfers\nand exchanges of Certificates as herein provided.  The Trustee shall be the\ninitial Certificate Registrar.  In the event that, subsequent to the Cut-off\nDate, the Trustee notifies the Servicer that it is unable to act as\nCertificate Registrar, the Servicer shall appoint another bank or trust\ncompany, agreeing to act in accordance with the provisions of this Agreement\napplicable to it, and otherwise acceptable to the Trustee, to act as\nsuccessor Certificate Registrar under this Agreement.\n\n         The Certificates have not been registered under the Securities Act or\nany state securities law.  The Certificate Registrar shall not register the\ntransfer of any Class A Certificate or Class B Certificate unless such resale or\ntransfer is pursuant to an effective registration statement under the Securities\nAct or is to the Seller or unless it shall have received (i) a representation\nletter substantially in the form of Exhibit B to the Confidential Offering\nCircular or (ii) such other representations (or an Opinion of Counsel)\nsatisfactory to the Seller or CS First Boston Corporation to the effect that\nsuch resale or transfer is made (A) in a transaction exempt from the\nregistration requirements of the Securities Act and applicable state securities\nlaws, or (B) to a person who the transferor of the Certificate reasonably\nbelieves is a qualified institutional buyer (within the meaning of Rule 144A\nunder the Securities Act) that is aware that such resale or other transfer is\nbeing made in reliance upon Rule 144A.  Until the earlier of (i) such time as\nthe Certificates shall be registered pursuant to a registration statement filed\nunder the Securities Act and (ii) the date three years from the later of the\ndate of the original authentication and delivery of the Certificates and the\ndate any Certificate was acquired from the Seller or any affiliate of the\nSeller, the Certificates shall bear a legend as follows:\n\n               THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER\n          THE SECURITIES ACT OF 1933, AS AMENDED (THE \"SECURITIES\n          ACT\"), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE\n          UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH\n          STATE SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF\n          THIS CERTIFICATE MAY BE MADE UNLESS SUCH RESALE OR\n          TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 7.3 OF\n          THE POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i)\n          PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE\n          SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT FROM THE\n          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND\n          APPLICABLE STATE SECURITIES LAWS, (iii) TO THE SELLER OR\n          (iv) TO A PERSON WHO THE TRANSFEROR\n\n                                      56\n\n\n\n\n\n          REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER\n          WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT\n          THAT IS AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING\n          MADE IN RELIANCE ON RULE 144A AND (C) UPON THE\n          SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN\n          THE AGREEMENT.  NEITHER THE SELLER, THE SERVICER NOR THE\n          TRUSTEE IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER\n          THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES\n          LAWS.\n\nThe Certificate Registrar shall not register the initial transfer of the\nClass A Certificates unless it shall have received a Purchaser Representation\nLetter in the form of Exhibit A to the Confidential Offering Circular.\nNeither the Seller, the Servicer nor the Trustee is obligated to register the\nCertificates of any Class under the Securities Act or to take any other\naction not otherwise required under the Agreement to permit the transfer of\nCertificates without registration.\n\n         Notwithstanding anything to the contrary herein, the Certificate\nRegistrar shall not register the transfer of any Class A Certificate unless\nit shall have received (i) a representation letter substantially in the form\nof Exhibit B to the Confidential Offering Circular or (ii) any Class B\nCertificate unless it shall have received a representation letter relating to\nClass B Certificates which is substantially in the form of Exhibit B to the\nConfidential Offering Circular.\n\n         (a)  Upon surrender for registration of transfer of any Certificate\nat the Corporate Trust Office, the Trustee shall, subject to Section 7.3(a),\nexecute, authenticate, and deliver, in the name of the designated transferee\nor transferees, one or more new Certificates in authorized denominations of a\nlike aggregate amount dated the date of authentication by the Trustee.  At\nthe option of a Holder, Certificates may be exchanged for other Certificates\nof authorized denominations of a like aggregate amount upon surrender of the\nCertificates to be exchanged at the Corporate Trust Office.\n\n         (b)  Every Certificate presented or surrendered for registration of\ntransfer or exchange shall be accompanied by a written instrument of transfer\nin form satisfactory to the Trustee and the Certificate Registrar duly\nexecuted by the holder or his attorney duly authorized in writing.  Each\nCertificate surrendered for registration of transfer or exchange shall be\ncancelled and subsequently disposed of by the Trustee.\n\n         (c)  No service charge shall be made for any registration of\ntransfer or exchange of Certificates, but the Trustee may require payment of\na sum sufficient to cover any tax or governmental charge that may be imposed\nin connection with any transfer or exchange of Certificates.\n\n\n                                      57\n\n\n\n                (d)  The Certificates and this Agreement may be amended or\nsupplemented from time to time without the consent of any of the\nCertificateholders to modify restrictions on and procedures for resale and\nother transfers of the Certificates of any Class to reflect any change in\napplicable law or regulations (or the interpretation thereof) or practices\nrelating to the resale or transfer of restricted securities generally.\n\n                (e)  No Certificate shall be registered or transferred to\nAmeriCredit or any Affiliate thereof other than ARC without the prior consent\nof the Security Insurer.  Notice of any such transfer shall be given to each\nRating Agency.\n\n                (f)  The Class B Certificates shall initially be retained by\nARC. No sale, assignment, pledge, encumbrance or transfer of any interest in\nany Class B Certificate shall be made or permitted without the prior written\nconsent of the Certificate Insurer and prior notice to the Rating Agencies\nuntil the Class A Certificate Balance is reduced to zero, all payments in\nrespect of interest on the Class A Certificates have been made in full and\nthe Final Termination Date (as defined in the Spread Account Agreement) with\nrespect to the Series 1995-B Certificates (as defined in the Series 1995-B\nSupplement) shall have occurred. The Class B Certificates shall be subject to\nthe same restrictions on transfer that the Class A Certificates are subject\nto in Section 7.3 hereof. For purposes of the restrictions on transfer of\nClass B Certificates, ARC shall be treated as the initial purchaser. No\ntransfer of a Class B Certificate or any interest therein shall be made\nunless prior to such transfer the Holder of such Class B Certificates\ndelivers to ARC, the Certificate Insurer and the Trustee either a ruling of\nthe Internal Revenue Service or an Opinion of Counsel, which shall be\nindependent outside counsel, satisfactory to the Certificate Insurer, the\nTrustee and the Rating Agencies in either case, to the effect that the\nproposed transfer (x) will not result in the arrangement contemplated by this\nAgreement being treated as an association taxable as a corporation under\neither (I) the Code, as from time to time in force or (II) the tax laws of\nthe State of Texas and (y) will not have any adverse effect on the Federal\nincome taxation of the Trust or the Certificateholders.\n\n                VII.4.  MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.\nIf (a) any mutilated Certificate is surrendered to the Certificate Registrar,\nor the Certificate Registrar receives evidence to its satisfaction of the\ndestruction, loss or theft of any Certificate, and (b) there is delivered to\nthe Certificate Registrar, the Trustee and (unless an Insurer Default shall\nhave occurred and be continuing) the Security Insurer such security or\nindemnity as may be required by them to save each of them harmless, then, in\nthe absence of notice to the Certificate Registrar or the Trustee that such\nCertificate has been acquired by a bona fide purchaser, the Trustee on behalf\nof the Trust shall execute and deliver, in exchange for or in lieu of any\nsuch mutilated, destroyed, lost or stolen Certificate, a new Certificate of\nlike tenor and Fractional Undivided Interest.  In connection with the\nissuance of any new Certificate under this Section 7.4, the Trustee may\nrequire the payment of a sum sufficient to cover any tax or other\ngovernmental charge that may be imposed in relation thereto and any other\nexpenses (including the fees and expenses of the Trustee and the Certificate\n\n\n                                       58\n\n\n\nRegistrar) connected therewith.  Any duplicate Certificate issued pursuant to\nthis Section 7.4 shall constitute complete and indefeasible evidence of\nownership in the Trust, as if originally issued, whether or not the lost,\nstolen or destroyed Certificate shall be found at any time.\n\n                VII.5.  PERSONS DEEMED OWNERS.  Prior to due presentation of\na Certificate for registration of transfer, the Trustee, the Certificate\nRegistrar and any agent of the Trustee or the Certificate Registrar may treat\nthe person in whose name any Certificate is registered as the owner of such\nCertificate for the purpose of receiving distributions pursuant to Section\n5.5 and for all other purposes whatsoever, and neither the Trustee, the\nCertificate Registrar, the Security Insurer nor any agent of the Trustee, the\nCertificate Registrar or the Security Insurer shall be affected by any notice\nto the contrary.\n\n                VII.6.  ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND\nADDRESSES.  The Trustee shall furnish or cause to be furnished to the\nServicer or (unless an Insurer Default shall have occurred and be continuing)\nthe Security Insurer, within 10 days after receipt by the Trustee of a\nwritten request therefor from such party, a list, in such form as such party\nmay reasonably require, of the names and addresses of the Certificateholders\nas of the most recent Accounting Date for payment of distributions to\nCertificateholders.  If three or more Certificateholders, or one or more\nCertificateholders evidencing not less than 25% of the Class A Certificate\nBalance and the Class B Certificate Balance (disregarding any Class B\nCertificate held by AmeriCredit or any Affiliate thereof) (hereinafter\nreferred to as \"Applicants\"), apply in writing to the Trustee, and such\napplication states that the Applicants desire to communicate with other\nCertificateholders of such Class with respect to their rights under this\nAgreement or under the Certificates and is accompanied by a copy of the\ncommunication that such Applicants propose to transmit, then the Trustee\nshall, within five Business Days after the receipt of such application,\nafford such Applicants access, during normal business hours, to the current\nlist of Certificateholders.  Every Certificateholder, by receiving and\nholding a Certificate, agrees with the Servicer and the Trustee that neither\nthe Servicer nor the Trustee shall be held accountable by reason of the\ndisclosure of any such information as to the names and addresses of the\nCertificateholders under this Agreement, regardless of the source from which\nsuch information was derived.\n\n                VII.7.  MAINTENANCE OF OFFICE OR AGENCY.  The Trustee shall\nmaintain in Chicago, Illinois, an office or offices or agency or agencies\nwhere Certificates may be surrendered for registration of transfer or\nexchange and an office in Chicago, Illinois where notices and demands to or\nupon the Trustee in respect of the Certificates and this Agreement may be\nserved.  The Trustee initially designates the Corporate Trust Office as\nspecified in this Agreement as its office for such purposes.  The Trustee\nshall give prompt written notice to the Servicer and to Certificateholders of\nany change in the location of the Certificate Register or any such office or\nagency.\n\n\n                                       59\n\n\n\n                VII.8.  AFFILIATED GROUP MAY OWN CERTIFICATES.  To the extent\nthat the Seller or any Affiliate of the Seller becomes the owner or pledgee\nof any Certificate pursuant to Section 7.3(f) hereof, during the time such\nCertificate is owned by it, such Certificate shall be without voting rights\nfor any purpose set forth in this Agreement or any Related Document.  The\nSeller shall notify the Trustee and the Security Insurer promptly after it or\nany of its Affiliates become the owner or pledgee of a Certificate.\n\n                                     VIII\n                                  THE SELLER\n\n                VIII.1.  LIABILITY OF SELLER.\n\n        (a)     The Seller shall be liable hereunder only to the extent of\nthe obligations in this Agreement specifically undertaken by the Seller and\nthe representations made by the Seller.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       60\n\n\n\n        VIII.2.  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS\nOF SELLER; AMENDMENT OF CERTIFICATE OF INCORPORATION.\n\n        (i)     The Seller shall not merge or consolidate with any other\nPerson or permit any other Person to become the successor to the Seller's\nbusiness without the prior written consent of the Controlling Party.  Any\nsuch successor corporation shall execute an agreement of assumption of every\nobligation of the Seller under this Agreement and each Related Document and,\nwhether or not such assumption agreement is executed, shall be the successor\nto the Seller under this Agreement without the execution or filing of any\ndocument or any further act on the part of any of the parties to this\nAgreement.  The Seller shall provide prompt notice of any merger,\nconsolidation or succession pursuant to this Section 8.2 to the Trustee, the\nSecurity Insurer, the Certificateholders and the Rating Agencies.\nNotwithstanding the foregoing, the Seller shall not merge or consolidate with\nany other Person or permit any other Person to become a successor to the\nSeller's business, unless (x) immediately after giving effect to such\ntransaction, no representation or warranty made pursuant to Section 3.4 shall\nhave been breached (for purposes hereof, such representations and warranties\nshall speak as of the date of the consummation of such transaction) and no\nevent that, after notice or lapse of time, or both, would become a Servicer\nTermination Event shall have occurred and be continuing, (y) the Seller shall\nhave delivered to the Trustee, the Rating Agencies and the Security Insurer\nan officer's certificate and an Opinion of Counsel each stating that such\nconsolidation, merger or succession and such agreement of assumption comply\nwith this Section 8.2 and that all conditions precedent, if any, provided for\nin this Agreement relating to such transaction have been complied with, and\n(z) the Seller shall have delivered to the Trustee, the Rating Agencies and\nthe Security Insurer an Opinion of Counsel, stating, in the opinion of such\ncounsel, either (A) all financing statements and continuation statements and\namendments thereto have been executed and filed that are necessary to\npreserve and protect the interest of the Trust in the Receivables and the\nOther Conveyed Property and reciting the details of the filings or (B) no\nsuch action shall be necessary to preserve and protect such interest.\n\n        VIII.3.  LIMITATION ON LIABILITY OF SELLER AND OTHERS.  The Seller\nand any director or officer or employee or agent of the Seller may rely in\ngood faith on the advice of counsel or on any document of any kind prima\nfacie properly executed and submitted by any Person respecting any matters\narising under this Agreement.  The Seller shall not be under any obligation\nto appear in, prosecute or defend any legal action that is not incidental to\nits obligations as Seller of the Receivables under this Agreement and that in\nits opinion may involve it in any expense or liability.\n\n\n                                       61\n\n\n\n                                       IX\n                                 THE SERVICER\n\n                IX.1.  LIABILITY OF SERVICER; INDEMNITIES.\n\n        (a)     The Servicer (in its capacity as such) shall be liable\nhereunder only to the extent of the obligations in this Agreement\nspecifically undertaken by the Servicer and the representations made by the\nServicer.\n\n        (b)     The Servicer shall defend, indemnify and hold harmless the\nTrust, the Trustee, the Backup Servicer, the Security Insurer, their\nrespective officers, directors, agents and employees, and the\nCertificateholders from and against any and all costs, expenses, losses,\ndamages, claims and liabilities, including reasonable fees and expenses of\ncounsel and expenses of litigation arising out of or resulting from the use,\nownership or operation by the Servicer or any Affiliate thereof of any\nFinanced Vehicle;\n\n        (c)     The Servicer shall indemnify, defend and hold harmless the\nTrust, the Trustee, the Backup Servicer, the Security Insurer, their\nrespective officers, directors, agents and employees and the\nCertificateholders from and against any taxes that may at any time be\nasserted against any of such parties with respect to the transactions\ncontemplated in this Agreement, including, without limitation, any sales,\ngross receipts, tangible or intangible personal property, privilege or\nlicense taxes (but not including any federal or other income taxes, including\nfranchise taxes asserted with respect to, and as of the date of, the sale of\nthe Receivables and the Other Conveyed Property to the Trust or the issuance\nand original sale of the Certificates) and costs and expenses in defending\nagainst the same; and\n\n        (d)     The Servicer shall indemnify, defend and hold harmless the\nTrust, the Trustee, the Backup Servicer, the Security Insurer, their\nrespective officers, directors, agents and employees and the\nCertificateholders from and against any and all costs, expenses, losses,\nclaims, damages, and liabilities to the extent that such cost, expense, loss,\nclaim, damage, or liability arose out of, or was imposed upon the Trust, the\nTrustee, the Backup Servicer, the Security Insurer or the Certificateholders\nby reason of the breach of this Agreement by the Servicer, the negligence,\nmisfeasance, or bad faith of the Servicer in the performance of its duties\nunder this Agreement or by reason of reckless disregard of its obligations\nand duties under this Agreement.\n\n        (e)     Indemnification under this Article shall include, without\nlimitation, reasonable fees and expenses of counsel and expenses of\nlitigation.  If the Servicer has made any indemnity payments pursuant to this\nArticle and the recipient thereafter collects any of such amounts from\nothers, the recipient shall promptly repay such amounts collected to the\nServicer, without interest.\n\n\n                                       62\n\n\n\n        IX.2.     MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE\nOBLIGATIONS OF THE SERVICER OR BACKUP SERVICER.\n\n        (a)     AmeriCredit shall not merge or consolidate with any other\nperson, convey, transfer or lease substantially all its assets as an entirety\nto another Person, or permit any other Person to become the successor to\nAmeriCredit's business unless, after the merger, consolidation, conveyance,\ntransfer, lease or succession, the successor or surviving entity shall be\ncapable of fulfilling the duties of AmeriCredit contained in this Agreement\nand shall be acceptable to the Controlling Party, and, if an Insurer Default\nshall have occurred and be continuing, shall be an Eligible Servicer.  Any\ncorporation (i) into which AmeriCredit may be merged or consolidated, (ii)\nresulting from any merger or consolidation to which AmeriCredit shall be a\nparty, (iii) which acquires by conveyance, transfer, or lease substantially\nall of the assets of AmeriCredit, or (iv) succeeding to the business of\nAmeriCredit, in any of the foregoing cases shall execute an agreement of\nassumption to perform every obligation of AmeriCredit under this Agreement\nand, whether or not such assumption agreement is executed, shall be the\nsuccessor to AmeriCredit under this Agreement without the execution or filing\nof any paper or any further act on the part of any of the parties to this\nAgreement, anything in this Agreement to the contrary notwithstanding;\nPROVIDED, HOWEVER, that nothing contained herein shall be deemed to release\nAmeriCredit from any obligation.  AmeriCredit shall provide notice of any\nmerger, consolidation or succession pursuant to this Section 9.2(a) to the\nTrustee, the Certificateholders, the Security Insurer and each Rating Agency.\nNotwithstanding the foregoing, AmeriCredit shall not merge or consolidate\nwith any other Person or permit any other Person to become a successor to\nAmeriCredit's business, unless (x) immediately after giving effect to such\ntransaction, no representation or warranty made pursuant to Section 4.6 shall\nhave been breached (for purposes hereof, such representations and warranties\nshall speak as of the date of the consummation of such transaction) and no\nevent that, after notice or lapse of time, or both, would become an Insurance\nAgreement Event of Default shall have occurred and be continuing, (y)\nAmeriCredit shall have delivered to the Trustee, the Rating Agencies and the\nSecurity Insurer an Officer's Certificate and an Opinion of Counsel each\nstating that such consolidation, merger or succession and such agreement of\nassumption comply with this Section 9.2(a) and that all conditions precedent,\nif any, provided for in this Agreement relating to such transaction have been\ncomplied with, and (z) AmeriCredit shall have delivered to the Trustee, the\nRating Agencies and the Security Insurer an Opinion of Counsel, stating in\nthe opinion of such counsel, either (A) all financing statements and\ncontinuation statements and amendments thereto have been executed and filed\nthat are necessary to preserve and protect the interest of the Trust in the\nReceivables and the Other Conveyed Property and reciting the details of the\nfilings or (B) no such action shall be necessary to preserve and protect such\ninterest.\n\n        (b)     Any corporation (i) into which the Backup Servicer may be\nmerged or consolidated, (ii) resulting from any merger or consolidation to\nwhich the Backup Servicer\n\n\n                                       63\n\n\n\nshall be a party, (iii) which acquires by conveyance, transfer or lease\nsubstantially all of the assets of the Backup Servicer, or (iv) succeeding to\nthe business of the Backup Servicer, in any of the foregoing cases shall\nexecute an agreement of assumption to perform every obligation of the Backup\nServicer under this Agreement and, whether or not such assumption agreement\nis executed, shall be the successor to the Backup Servicer under this\nAgreement without the execution or filing of any paper or any further act on\nthe part of any of the parties to this Agreement, anything in this Agreement\nto the contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained\nherein shall be deemed to release the Backup Servicer from any obligation.\n\n        IX.3.   LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER AND OTHERS.\n\n        (a)     Neither AmeriCredit, the Backup Servicer nor any of the\ndirectors or officers or employees or agents of AmeriCredit or Backup\nServicer shall be under any liability to the Trust or the Certificateholders,\nexcept as provided in this Agreement, for any action taken or for refraining\nfrom the taking of any action pursuant to this Agreement; PROVIDED, HOWEVER,\nthat this provision shall not protect AmeriCredit, the Backup Servicer or any\nsuch person against any liability that would otherwise be imposed by reason\nof a breach of this Agreement or willful misfeasance, bad faith or negligence\n(excluding errors in judgment) in the performance of duties; PROVIDED FURTHER\nthat this provision shall not affect any liability to indemnify the Trustee\nfor costs, taxes, expenses, claims, liabilities, losses or damages paid by\nthe Trustee, in its individual capacity.  AmeriCredit, the Backup Servicer\nand any director, officer, employee or agent of AmeriCredit or Backup\nServicer may rely in good faith on the written advice of counsel or on any\ndocument of any kind prima facie properly executed and submitted by any\nPerson respecting any matters arising under this Agreement.\n\n        (b)     The Backup Servicer shall not be liable for any obligation of\nthe Servicer contained in this Agreement, and the Trustee, the Seller, the\nSecurity Insurer and the Certificateholders shall look only to the Servicer\nto perform such obligations.\n\n        (c)     The parties expressly acknowledge and consent to LaSalle\nNational Bank acting in the possible dual capacity of Backup Servicer or\nsuccessor Servicer and in the capacity as Trustee.  LaSalle National Bank\nmay, in such dual capacity, discharge its separate functions fully, without\nhinderance or regard to conflict of interest principles, duty of loyalty\nprinciples or other breach of fiduciary duties to the extent that any such\nconflict or breach arises from the performance by LaSalle of express duties\nset forth in the this Agreement in any of such capacities, all of which\ndefenses, claims or assertions are hereby expressly waived by the other\nparties hereto except in the case of gross negligence and willful misconduct\nby LaSalle National Bank.\n\n        IX.4.   DELEGATION OF DUTIES.  The Servicer may delegate duties under\nthis Agreement to an Affiliate of AmeriCredit with the prior written consent\nof the Security\n\n\n                                       64\n\n\n\nInsurer (unless an Insurer Default shall have occurred and be continuing),\nthe Trustee and the Backup Servicer.  The Servicer also may at any time\nperform through sub-contractors the specific duties of (i) repossession of\nFinanced Vehicles, (ii) tracking Financed Vehicles' insurance and (iii)\npursuing the collection of deficiency balances on certain Defaulted\nReceivables, in each case, without the consent of the Security Insurer and\nmay perform other specific duties through such sub-contractors in accordance\nwith Servicer's customary servicing policies and procedures, with the prior\nconsent of the Security Insurer; PROVIDED, HOWEVER, that no such delegation\nor sub-contracting duties by the Servicer shall relieve the Servicer of its\nresponsibility with respect to such duties.  So long as no Insurer Default\nshall have occurred and be continuing neither AmeriCredit or any party acting\nas Servicer hereunder shall appoint any subservicer hereunder without the\nprior written consent of the Security Insurer, the Trustee and the Backup\nServicer.\n\n        IX.5.  SERVICER AND BACKUP SERVICER NOT TO RESIGN.  Subject to the\nprovisions of Section 9.2, neither the Servicer nor the Backup Servicer shall\nresign from the obligations and duties imposed on it by this Agreement as\nServicer or Backup Servicer except upon a determination that by reason of a\nchange in legal requirements the performance of its duties under this\nAgreement would cause it to be in violation of such legal requirements in a\nmanner which would have a material adverse effect on the Servicer or the\nBackup Servicer, as the case may be, and the Security Insurer (so long as an\nInsurer Default shall not have occurred and be continuing) or a Certificate\nMajority (if an Insurer Default shall have occurred and be continuing) does\nnot elect to waive the obligations of the Servicer or the Backup Servicer, as\nthe case may be, to perform the duties which render it legally unable to act\nor to delegate those duties to another Person.  Any such determination\npermitting the resignation of the Servicer or Backup Servicer shall be\nevidenced by an Opinion of Counsel to such effect delivered and acceptable to\nthe Trustee and the Security Insurer (unless an Insurer Default shall have\noccurred and be continuing).  No resignation of the Servicer shall become\neffective until, so long as no Insurer Default shall have occurred and be\ncontinuing the Backup Servicer or an entity acceptable to the Security\nInsurer shall have assumed the responsibilities and obligations of the\nServicer or, if an Insurer Default shall have occurred and be continuing, the\nBackup Servicer or a successor Servicer that is an Eligible Servicer shall\nhave assumed the responsibilities and obligations of the Servicer.  No\nresignation of the Backup Servicer shall become effective until, so long as\nno Insurer Default shall have occurred and be continuing, an entity\nacceptable to the Security Insurer shall have assumed the responsibilities\nand obligations of the Backup Servicer or, if an Insurer Default shall have\noccurred and be continuing a Person that is an Eligible Servicer shall have\nassumed the responsibilities and obligations of the Backup Servicer;\nPROVIDED, HOWEVER, that in the event a successor Backup Servicer is not\nappointed within 60 days after the Backup Servicer has given notice of its\nresignation and has provided the Opinion of Counsel required by this Section\n9.5, the Backup Servicer may petition a court for its removal.\n\n\n                                       65\n\n\n\n                                       X\n                          SERVICER TERMINATION EVENTS\n\n                X.1.   SERVICER TERMINATION EVENT.  For purposes of this\nAgreement, each of the following shall constitute a \"Servicer Termination\nEvent\":\n\n        (a)     Any failure by the Servicer to deliver to the Trustee for\ndistribution to Certificateholders any proceeds or payment required to be so\ndelivered under the terms of this Agreement that continues unremedied for a\nperiod of two Business Days (one Business Day with respect to payment of\nPurchase Amounts) after written notice is received by the Servicer from the\nTrustee or (unless an Insurer Default shall have occurred and be continuing)\nthe Security Insurer or after discovery of such failure by a Responsible\nOfficer of the Servicer;\n\n        (b)     Failure by the Servicer to deliver to the Trustee and (so\nlong as an Insurer Default shall not have occurred and be continuing) the\nSecurity Insurer the Servicer's Certificate by the fourth Business Day prior\nto the Distribution Date, or failure on the part of the Servicer to observe\nits covenants and agreements set forth in Section 9.2(a);\n\n        (c)     Failure on the part of the Servicer duly to observe or\nperform any other covenants or agreements of the Servicer set forth in this\nAgreement, which failure (i) materially and adversely affects the rights of\nCertificateholders (determined without regard to the availability of funds\nunder the Policy), or of the Security Insurer (unless an Insurer Default\nshall have occurred and be continuing), and (ii) continues unremedied for a\nperiod of 30 days after knowledge thereof by the Servicer or after the date\non which written notice of such failure, requiring the same to be remedied,\nshall have been given to the Servicer by the Trustee or the Security Insurer\n(or, if an Insurer Default shall have occurred and be continuing any\nCertificateholder);\n\n        (d)     The entry of a decree or order for relief by a court or\nregulatory authority having jurisdiction in respect of the Servicer in an\ninvoluntary case under the federal bankruptcy laws, as now or hereafter in\neffect, or another present or future, federal bankruptcy, insolvency or\nsimilar law, or appointing a receiver, liquidator, assignee, trustee,\ncustodian, sequestrator or other similar official of the Servicer or of any\nsubstantial part of its property or ordering the winding up or liquidation of\nthe affairs of the Servicer and the continuance of any such decree or order\nunstayed and in effect for a period of 60 consecutive days or the\ncommencement of an involuntary case under the federal bankruptcy laws, as now\nor hereinafter in effect, or another present or future federal or state\nbankruptcy, insolvency or similar law and such case is not dismissed within\n60 days; or\n\n        (e)     The commencement by the Servicer of a voluntary case under\nthe federal bankruptcy laws, as now or hereafter in effect, or any other\npresent or future, federal or\n\n\n                                       66\n\n\n\nstate, bankruptcy, insolvency or similar law, or the consent by the Servicer\nto the appointment of or taking possession by a receiver, liquidator,\nassignee, trustee, custodian, sequestrator or other similar official of the\nServicer or of any substantial part of its property or the making by the\nServicer of an assignment for the benefit of creditors or the failure by the\nServicer generally to pay its debts as such debts become due or the taking of\ncorporate action by the Servicer in furtherance of any of the foregoing; or\n\n        (f)     Any representation, warranty or statement of the Servicer\nmade in this Agreement or any certificate, report or other writing delivered\npursuant hereto shall prove to be incorrect in any material respect as of the\ntime when the same shall have been made (excluding, however, any\nrepresentation or warranty set forth in Section 3.4(a)), and the\nincorrectness of such representation, warranty or statement has a material\nadverse effect on the Trust or the Certificateholders and, within 30 days\nafter knowledge thereof by the Servicer or after written notice thereof shall\nhave been given to the Servicer by the Trustee or the Security Insurer (or,\nif an Insurer Default shall have occurred and be continuing, a\nCertificateholder), the circumstances or condition in respect of which such\nrepresentation, warranty or statement was incorrect shall not have been\neliminated or otherwise cured; or\n\n        (g)     So long as an Insurer Default shall not have occurred and be\ncontinuing, the Security Insurer shall not have delivered a Servicer\nExtension Notice pursuant to Section 4.14; or\n\n        (h)     So long as an Insurer Default shall not have occurred and be\ncontinuing, an Insurance Agreement Event of Default or under any other\nInsurance and Indemnity Agreement relating to any Series an Event of Default\nthereunder shall have occurred; or\n\n        (i)     A claim is made under the Policy.\n\n        X.2.    CONSEQUENCES OF A SERVICER TERMINATION EVENT.  If a Servicer\nTermination Event shall occur and be continuing, the Security Insurer (or, if\nan Insurer Default shall have occurred and be continuing either the Trustee,\n(to the extent it has knowledge thereof) a Certificate Majority), by notice\ngiven in writing to the Servicer (and to the Trustee if given by the Security\nInsurer or the Certificateholders) or by non-extension of the term of the\nServicer as referred to in Section 4.14 may terminate all of the rights and\nobligations of the Servicer under this Agreement.  On or after the receipt by\nthe Servicer of such written notice or upon termination of the term of the\nServicer, all authority, power, obligations and responsibilities of the\nServicer under this Agreement, whether with respect to the Certificates or\nthe Other Conveyed Property or otherwise, automatically shall pass to, be\nvested in and become obligations and responsibilities of the Backup Servicer\n(or such other successor Servicer appointed by the Controlling Party);\nPROVIDED, HOWEVER, that the successor Servicer shall have no liability with\nrespect to any obligation which was required to be performed by the\nterminated Servicer prior to the date that the successor Servicer becomes the\nServicer or any claim of a third party based on any alleged action or\ninaction of\n\n\n                                       67\n\n\n\nthe terminated Servicer.  The successor Servicer is authorized and empowered\nby this Agreement to execute and deliver, on behalf of the terminated\nServicer, as attorney-in-fact or otherwise, any and all documents and other\ninstruments and to do or accomplish all other acts or things necessary or\nappropriate to effect the purposes of such notice of termination, whether to\ncomplete the transfer and endorsement of the Receivables and the Other\nConveyed Property and related documents to show the Trust as lienholder or\nsecured party on the related Lien Certificates, or otherwise.  The terminated\nServicer agrees to cooperate with the successor Servicer in effecting the\ntermination of the responsibilities and rights of the terminated Servicer\nunder this Agreement, including, without limitation, the transfer to the\nsuccessor Servicer for administration by it of all cash amounts that shall at\nthe time be held by the terminated Servicer for deposit, or have been\ndeposited by the terminated Servicer, in the Collection Account or thereafter\nreceived with respect to the Receivables and the delivery to the successor\nServicer of all Receivable Files, Monthly Records and Collection Records and\na computer tape in readable form as of the most recent Business Day\ncontaining all information necessary to enable the successor Servicer or a\nsuccessor Servicer to service the Receivables and the Other Conveyed\nProperty.  If requested by the Controlling Party, the successor Servicer\nshall terminate the Lockbox Agreement and direct the Obligors to make all\npayments under the Receivables directly to the successor Servicer (in which\nevent the successor Servicer shall process such payments in accordance with\nSection 4.2(e)), or to a lockbox established by the successor Servicer at the\ndirection of the Controlling Party, at the successor Servicer's expense.  The\nterminated Servicer shall grant the Trustee, the successor Servicer and the\nControlling Party reasonable access to the terminated Servicer's premises at\nthe terminated Servicer's expense.\n\n        X.3.     APPOINTMENT OF SUCCESSOR.\n\n        (a)     On and after the time the Servicer receives a notice of\ntermination pursuant to Section 10.2, upon non-extension of the servicing\nterm as referred to in Section 4.14, or upon the resignation of the Servicer\npursuant to Section 9.5, the Backup Servicer (unless the Security Insurer\nshall have exercised its option pursuant to Section 10.3(b) to appoint an\nalternate successor Servicer) shall be the successor in all respects to the\nServicer in its capacity as servicer under this Agreement and the\ntransactions set forth or provided for in this Agreement, and shall be\nsubject to all the rights, responsibilities, restrictions, duties,\nliabilities and termination provisions relating thereto placed on the\nServicer by the terms and provisions of this Agreement except as otherwise\nstated herein.  The Trustee and such successor shall take such action,\nconsistent with this Agreement, as shall be necessary to effectuate any such\nsuccession.  If a successor Servicer is acting as Servicer hereunder, it\nshall be subject to term-to-term servicing as referred to in Section 4.14 and\nto termination under Section 10.2 upon the occurrence of any Servicer\nTermination Event applicable to it as Servicer.\n\n        (b)     The Controlling Party may exercise at any time its right to\nappoint as Backup Servicer or as successor to the Servicer a Person other\nthan the Person serving as\n\n\n                                       68\n\n\n\nBackup Servicer at the time, and (without limiting its obligations under the\nPolicies) shall have no liability to the Trustee, AmeriCredit, the Seller,\nthe Person then serving as Backup Servicer, any Certificateholders or any\nother Person if it does so.  Notwithstanding the above, if the Backup\nServicer shall be legally unable or unwilling to act as Servicer, and an\nInsurer Default shall have occurred and be continuing, the Backup Servicer,\nthe Trustee or a Certificate Majority may petition a court of competent\njurisdiction to appoint any Eligible Servicer as the successor to the\nServicer.  Pending appointment pursuant to the preceding sentence, the Backup\nServicer shall act as successor Servicer unless it is legally unable to do\nso, in which event the outgoing Servicer shall continue to act as Servicer\nuntil a successor has been appointed and accepted such appointment.  Subject\nto Section 9.5, no provision of this Agreement shall be construed as\nrelieving the Backup Servicer of its obligation to succeed as successor\nServicer upon the termination of the Servicer pursuant to Section 10.2, the\nresignation of the Servicer pursuant to Section 9.5 or the non-extension of\nthe servicing term of the Servicer, as referred to in Section 4.14.  If upon\nthe termination of the Servicer pursuant to Section 10.2 or the resignation\nof the Servicer pursuant to Section 9.5, the Controlling Party appoints a\nsuccessor Servicer other than the Backup Servicer, the Backup Servicer shall\nnot be relieved of its duties as Backup Servicer hereunder.\n\n        (c)     Any successor Servicer shall be entitled to such compensation\n(whether payable out of the Collection Account or otherwise) as the Servicer\nwould have been entitled to under this Agreement if the Servicer had not\nresigned or been terminated hereunder.  If any successor Servicer is\nappointed as a result of the Backup Servicer's refusal (in breach of the\nterms of this Agreement) to act as Servicer although it is legally able to do\nso, the Security Insurer and such successor Servicer may agree on reasonable\nadditional compensation to be paid to such successor Servicer by the Backup\nServicer, which additional compensation shall be paid by such breaching\nBackup Servicer in its individual capacity and solely out of its own funds.\nIf any successor Servicer is appointed for any reason other than the Backup\nServicer's refusal to act as Servicer although legally able to do so, the\nSecurity Insurer and such successor Servicer may agree on additional\ncompensation to be paid to such successor Servicer, which additional\ncompensation shall be payable as provided in the Spread Account Agreement and\nshall in no event exceed $150,000.  In addition, any successor Servicer shall\nbe entitled, as provided in the Spread Account Agreement, to reasonable\ntransition expenses incurred in acting as successor Servicer.\n\n        X.4.   NOTIFICATION TO CERTIFICATEHOLDERS.  Upon any termination of,\nor appointment of a successor to, the Servicer pursuant to this Article X,\nthe Trust shall give prompt written notice thereof to each Rating Agency to\nthe Certificateholders at their respective addresses appearing in the\nCertificate Register.\n\n        X.5.   WAIVER OF PAST DEFAULTS.  The Security Insurer or (if an\nInsurer Default shall have occurred and be continuing) a Certificate Majority\nmay, on behalf of all Holders of Certificates, waive any default by the\nServicer in the performance of its obligations\n\n\n                                       69\n\n\n\nhereunder and its consequences.  Upon any such waiver of a past default, such\ndefault shall cease to exist, and any Servicer Termination Event arising\ntherefrom shall be deemed to have been remedied for every purpose of this\nAgreement.  No such waiver shall extend to any subsequent or other default or\nimpair any right consequent thereon.\n\n                                      XI\n                                 THE TRUSTEE\n\n                XI.1.  DUTIES OF TRUSTEE.  (a)  Subject to paragraph (c) of\nthis Section 11.1, the Trustee, both prior to and after the occurrence of a\nServicer Termination Event, undertakes to perform as Trustee such duties and\nonly such duties as are specifically set forth in this Agreement.\n\n                (a)  The Trustee, upon receipt of any resolutions,\ncertificates, statements, opinions, reports, documents, orders or other\ninstruments furnished to the Trustee that are specifically required to be\nfurnished pursuant to any provisions of this Agreement, shall examine them to\ndetermine whether they conform on their face to the requirements of this\nAgreement.\n\n                (b)  No provision of this Agreement shall be construed to\nrelieve the Trustee from liability for its own negligent action, its own\nnegligent failure to act (other than errors in judgment) or its own bad faith\nor willful misfeasance; PROVIDED HOWEVER, that:\n\n                (i)  the duties and obligations of the Trustee shall be\n        determined solely by the express provisions of this Agreement, the\n        Trustee shall not be liable except for the performance of such duties\n        and obligations as are specifically set forth in this Agreement, no\n        implied covenants or obligations shall be read into this Agreement\n        against the Trustee and, in the absence of bad faith on the part of\n        the Trustee, the Trustee may conclusively rely, as to the truth of\n        the statements and the correctness of the opinions expressed therein,\n        upon any certificates or opinions furnished to the Trustee and\n        conforming to the requirements of this Agreement;\n\n                (ii)  the Trustee shall not be liable for an error of judgment\n        made in good faith by a Responsible Officer of the Trustee, unless it\n        shall be proven that the Trustee was negligent in performing its\n        duties in accordance with the terms of this Agreement;\n\n                (iii)  the Trustee shall not be liable for any action taken,\n        suffered or omitted to be taken by it in good faith and reasonably\n        believed by it to be authorized or within the discretion or rights or\n        powers conferred upon it by this Agreement; and\n\n\n                                       70\n\n\n\n                (iv)  the Trustee shall not be liable for any action it takes\n        or omits to take in good faith at the direction of the Security\n        Insurer (or, after an Insurer Default shall have occurred and be\n        continuing, a Certificate Majority).\n\n                 (c)  Notwithstanding any other provision of this Agreement,\nthe Trustee shall not be required to expend or risk its own funds or\notherwise incur financial liability in the performance of any of its duties\nunder this Agreement, or in the exercise of any of its rights or powers, if\nthere is reasonable ground for believing that the repayment of such funds or\nadequate indemnity against such risk or liability is not reasonably assured\nto it, and none of the provisions contained in this Agreement shall in any\nevent require the Trustee to perform, or be responsible for the manner of\nperformance of, any of the obligations of the Servicer under this Agreement\nexcept during such time, if any, as the Backup Servicer shall be the\nsuccessor to, and be vested with the rights, duties, powers and privileges\nof, the Servicer in accordance with the terms of this Agreement.\n\n                (d)  The Trustee shall not be charged with knowledge of any\nfailure by the Servicer to comply with the obligations of the Servicer\nreferred to in this Agreement, or of any failure by the Seller to comply with\nthe obligations of the Seller referred to in this Agreement, unless a Trustee\nofficer obtains actual knowledge of such failure (it being understood that\nknowledge of the Servicer is not attributable to the Trustee) or the Trustee\nreceives written notice of such failure from the Servicer or the Seller, as\nthe case may be, or the Security Insurer (or, if an Insurer Default shall\nhave occurred and be continuing) the Holders of Certificates evidencing not\nless than 25% of the sum of the Class A Certificate Balance and the Class B\nCertificate Balance, or, if there are no Class A Certificates then\noutstanding, by Holders of Class B Certificates evidencing not less than 25%\nof the Class B Certificate Balance;\n\n                (e)  Except for actions expressly authorized by this\nAgreement, the Trustee shall take no action reasonably likely to impair the\nsecurity interests created or existing under any Receivable or Financed\nVehicle or to impair the value of any Receivable or Financed Vehicle; and\n\n                (f)  Without limiting the generality of this Section 11.1,\nthe Trustee, in its capacity as Trustee, shall have no duty (i) to see to any\nrecording, filing or depositing of this Pooling and Servicing Agreement or\nany agreement referred to herein or any financing statement evidencing a\nsecurity interest in the Financed Vehicles, or to see to the maintenance of\nany such recording or filing or depositing or to any recording, refiling or\nredepositing of any thereof, (ii) to see to any insurance of the Financed\nVehicles or Obligors or to effect or maintain any such insurance, (iii) to\nsee to the payment or discharge of any tax, assessment or other governmental\ncharge or any Lien or encumbrance of any kind owing with respect to, assessed\nor levied against any part of the Trust, (iv) to confirm or verify the\ncontents of any reports or certificates delivered to the Trustee pursuant to\nthis Pooling and Servicing Agreement believed by the Trustee to be genuine\nand to have been\n\n\n                                       71\n\n\n\nsigned or presented by the proper party or parties, or (v) to inspect the\nFinanced Vehicles at any time or ascertain or inquire as to the performance\nor observance of any of the Seller's or the Servicer's representations,\nwarranties or covenants or the Servicer's duties and obligations as Servicer\nand as custodian of the Receivable Files under the Custodian Agreement.\n\n                XI.2.  TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND\nWARRANTY RECEIVABLES.  With respect to all Administrative Receivables and all\nWarranty Receivables purchased by the Servicer or the Seller, the Trustee\nshall take any and all actions reasonably requested by the Seller or the\nServicer, at the expense of the Person whose obligation was to repurchase the\nAdministrative Receivable or the Warranty Receivable, to assign, without\nrecourse, representation or warranty, to the Seller or the Servicer, as\napplicable, including, without limitation, all the items conveyed to the\nTrustee pursuant to Section 3.1(a) with respect to such Purchased Receivable,\nall monies due thereon, the security interests in the related Financed\nVehicles, proceeds from any Insurance Policies, proceeds from recourse\nagainst Dealers on such Receivables and the interests of the Trust in certain\nrebates of premiums and other amounts relating to the Insurance Policies and\nany documents relating thereto, such assignment being an assignment outright\nand not for security; and the Seller or the Servicer, as applicable, shall\nthereupon own such Receivable, and all such security and documents, free of\nany further obligation to the Trustee or the Certificateholders with respect\nthereto.  Each of the Servicer, the Trustee and the Seller shall cooperate\nwith respect to the orderly transfer of the servicing to the party purchasing\nthe Administrative Receivable hereunder, and each of the Servicer, the\nTrustee and the Seller shall cooperate with such party to ensure that the\npurchasing party is subrogated to the rights of each such Person with respect\nto such Receivable.\n\n                XI.3.  CERTAIN MATTERS AFFECTING THE TRUSTEE.  Except as\notherwise provided in Section 11.1(c):\n\n                (a)  the Trustee may rely and shall be protected in acting or\n        refraining from acting upon any resolution, Officer's Certificate,\n        certificate of auditors or any other certificate, statement,\n        instrument, opinion, report, notice, request, consent, order,\n        appraisal, bond or other paper or document believed by it to be\n        genuine and to have been signed or presented by the proper party or\n        parties;\n\n                (b)  the Trustee may consult with counsel and any Opinion of\n        Counsel shall be full and complete authorization and protection in\n        respect of any action taken or suffered or omitted by it under this\n        Agreement in good faith and in accordance with such Opinion of\n        Counsel;\n\n                (c)  the Trustee shall be under no obligation to exercise any\n        of the rights or powers vested in it by this Agreement, or to\n        institute, conduct or defend any litigation under this Agreement or\n        in relation to this Agreement, at the request, order\n\n\n                                       72\n\n\n\n\n        or direction of any of the Certificateholders or the Security\n        Insurer, pursuant to the provisions of this Agreement, unless such\n        Certificateholders or the Security Insurer shall have offered to the\n        Trustee reasonable security or indemnity against the costs, expenses\n        and liabilities that may be incurred therein or thereby; PROVIDED\n        HOWEVER, that the Trustee shall, upon the occurrence of a Servicer\n        Termination Event (that has not been cured), exercise the rights and\n        powers vested in it by this Agreement with reasonable care and skill;\n\n                (d)  the Trustee shall not be bound to make any investigation\n        into the facts of matters stated in any resolution, certificate,\n        statement, instrument, opinion, report, notice, request, consent,\n        order, approval, bond or other paper or document, unless requested in\n        writing to do so by the Security Insurer or by Holders of\n        Certificates evidencing not less than 25% of the sum of the Class A\n        Certificate Balance and the Class B Certificate Balance, or, if there\n        are no Class A Certificates then outstanding, by Holders of Class B\n        Certificates evidencing not less than 25% of the Class B Certificate\n        Balance; PROVIDED HOWEVER, that if the payment within a reasonable\n        time to the Trustee of the costs, expenses or liabilities likely to\n        be incurred by it in the making of such investigation is, in the\n        opinion of the Trustee, not reasonably assured to the Trustee by the\n        security afforded to it by the terms of this Agreement, the Trustee\n        may require reasonable indemnity against such cost, expense or\n        liability as a condition to so proceeding; the reasonable expense of\n        every such examination shall be paid by the Person making such\n        request or, if paid by the Trustee, shall be reimbursed by the Person\n        making such request upon demand;\n\n                (e)  The Trustee may execute any of the trusts or powers\n        under this Agreement or perform any duties under this Agreement ether\n        directly or by or through agents or attorneys or custodians.  The\n        Trustee shall not be responsible for any misconduct or negligence on\n        the part of any agent or attorney appointed with due care by the\n        Trustee.  The Trustee shall not be responsible for any misconduct or\n        negligence attributable to the acts or omissions of the Servicer;\n\n                (f)  The Trustee may rely, as to factual matters relating to\n        the Seller or the Servicer, on an Officer's Certificate of a\n        Responsible Officer of the Seller or Servicer, respectively; and\n\n                (g)  The Trustee shall not be required to take any action or\n        refrain from taking any action under this Agreement, or any Related\n        Document referred to herein, nor shall any provision of this\n        Agreement, or any such Related Document be deemed to impose a duty on\n        the Trustee to take action, if the Trustee shall have been advised by\n        counsel that such action is contrary to the terms of this Agreement,\n        or any Related Document or is contrary to law.\n\n\n                                       73\n\n\n\n\n     XI.4.   TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES.  The\nTrustee makes no representations as to the validity or sufficiency of this\nAgreement or of the Certificates (other than the execution of the\nCertificates) or of any Receivable or Related Document, except to the extent\notherwise expressly provided herein.  The Trustee shall at no time (except\nduring such time, if any, as it is acting as successor Servicer) have any\nresponsibility or liability for or with respect to the legality, validity and\nenforceability of any security interest in any Financed Vehicle or any\nReceivable, or the perfection and priority of such a security interest or the\nmaintenance of any such perfection and priority, or for or with respect to\nthe efficiency of the Trust or its ability to generate the payments to be\ndistributed to Certificateholders under this Agreement, including, without\nlimitation, the existence, condition, location and ownership of any Financed\nVehicle; the existence and enforceability of any insurance thereon; the\nexistence of any Receivable or any computer or other record thereof (it being\nunderstood that the Trustee has not reviewed and does not intend to review\nsuch matters, the sole responsibility for such review being vested in the\nSeller and the Servicer as applicable); the completeness of any Receivable;\nthe receipt by the Servicer of any Receivable; the performance or enforcement\nof any Receivable; the compliance by the Seller and the Servicer with any\ncovenant or the breach by the Seller and the Servicer of any warranty or\nrepresentation made under this Agreement or in any Related Document and the\naccuracy of any such warranty or representation prior to the Trustee's\nreceipt of notice or other discovery of any noncompliance therewith or any\nbreach thereof, any investment of monies by or at the direction of the\nServicer or any loss resulting therefrom (it being understood, however, that\nthe Trustee shall remain responsible for any Trust Property that it may hold\ndirectly); the acts or omissions of the Seller, the Servicer or any Obligor;\nany action of the Servicer taken in the name of the Trustee; the accuracy,\ncontent or completeness of any offering documents used in connection with the\nsale of the Certificates or any action by the Trustee taken at the\ninstruction of the Servicer, the Seller, the Security Insurer or the\nCertificateholders holding the requisite percentage of Certificates; PROVIDED\nHOWEVER, that the foregoing shall not relieve the Trustee of its obligation\nto perform its duties under this Agreement, whether as Trustee or as Backup\nServicer.  The Trustee shall not be accountable for the use or application by\nthe Seller of any of the Certificates or of the proceeds of such\nCertificates, or for the use or application of any funds paid to the Servicer\nin respect of the Receivables prior to the time such funds are deposited in\nthe Collection Account.\n\n     XI.5.   TRUSTEE MAY OWN CERTIFICATES.  The Trustee in its individual or\nany other capacity may become the owner or pledgee of Certificates with the\nsame rights as it would have if it were not Trustee and may deal with the\nSeller and the Servicer in banking transactions with the same rights as it\nwould have if it were not Trustee.\n\n     XI.6.   TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION.  The Servicer in a\nseparate agreement (the \"Fee Letter\") has covenanted and agreed to pay to the\nTrustee, and the Trustee shall be entitled to, certain annual fees (the\n\"Annual Trustee's Fee\") (which shall not be limited by any provision of law\nin regard to the compensation of a trustee of an\n\n\n                                     74\n\n\n\n\nexpress trust) for all services, including services as Backup Servicer,\nrendered by it in the execution of the trusts created by this Agreement and\nin the exercise and performance of any of the powers and duties under this\nAgreement of the Trustee.  To the extent not covered by Article IX, the\nSeller and the Servicer shall indemnify, defend, and hold harmless the\nTrustee and the Backup Servicer from and against all costs, expenses, losses,\nclaims, damages and liabilities arising out of or incurred in connection with\nthe acceptance of the performance of the trusts and duties contained in this\nAgreement, except to the extent that such cost, expense, loss, claim, damage\nor liability is due to the bad faith or gross negligence (except for errors\nin judgment) of the Trustee or the Backup Servicer, respectively.  In\naddition, the Servicer in Section 9.1 has agreed to indemnify the Trustee\nwith respect to certain matters, and the Certificateholders in their\nindividual capacity under Section 11.3(c) or (d) may agree to indemnify the\nTrustee under certain circumstances.  The provisions of this Section 11.6\nshall (i) not be in limitation of the Fee Letter entered into in connection\nwith this Agreement between the Servicer and the Trustee (ii) shall not\nterminate or be deemed released upon the resignation or termination of\nAmeriCredit as the Servicer and (iii) shall survive any termination of this\nAgreement.\n\n     XI.7.   ELIGIBILITY REQUIREMENTS FOR TRUSTEE.  The Trustee under this\nAgreement shall at all times be a corporation duly organized and validly\nexisting under the laws of its jurisdiction of incorporation authorized under\nsuch laws to exercise corporate trust powers, having a combined capital and\nsurplus of at least $50,000,000 and subject to supervision or examination by\nfederal or state authority, satisfactory to AmeriCredit and (so long as an\nInsurer Default shall not have occurred and be continuing) satisfactory to\nthe Security Insurer, and (if Moody's then has a rating outstanding on the\nCertificates) with a long-term debt rating from Moody's of \"Baa3\" or higher\nor otherwise acceptable to Moody's.  If such corporation publishes reports of\ncondition at least annually, pursuant to law or to the requirements of the\naforesaid supervising or examining authority, then for the purpose of this\nSection 11.7, the combined capital and surplus of such corporation shall be\ndeemed to be its combined capital and surplus as set forth in its most recent\nreport of condition so published.  In case at any time the Trustee shall\ncease to be eligible in accordance with the provisions of this Section 11.7,\nthe Trustee shall resign immediately in the manner and with the effect\nspecified in Section 11.8.\n\n     XI.8.   RESIGNATION OR REMOVAL OF TRUSTEE.  (a)  Subject to the\nprovisions of subsection (c) of this Section 11.8, the Trustee may at any\ntime resign and be discharged from the trusts created by this Agreement by\ngiving written notice thereof to the Servicer.  Upon receiving such notice of\nresignation, the Servicer, with the consent of the Security Insurer (unless\nan Insurer Default shall have occurred and be continuing), shall promptly\nappoint a successor Trustee by written instrument, in duplicate, one copy of\nwhich instrument shall be delivered to the resigning Trustee and one copy to\nthe successor Trustee.  If no successor Trustee shall have been so appointed\nand have accepted appointment within 30 days after the giving of such notice\nof resignation, the resigning Trustee may petition any court of competent\njurisdiction for the appointment of a successor Trustee.\n\n\n                                     75\n\n\n\n\n     (a)  If at any time the Trustee shall cease to be eligible in accordance\nwith the provisions of this Section 11.8 and shall fail to resign after\nwritten request therefor by the Servicer, or if at any time the Trustee shall\nbe legally unable to act, or shall be adjudged a bankrupt or insolvent or a\nreceiver of the Trustee or of its property shall be appointed or any public\nofficer shall take charge or control of the Trustee or of its property or\naffairs for the purpose of rehabilitation, conservation or liquidation, then\nthe Servicer or (so long as an Insurer Default shall not have occurred and be\ncontinuing) the Security Insurer shall remove the Trustee.  If the Trustee is\nremoved under the authority of the immediately preceding sentence, the\nServicer or the Security Insurer, as the case may be, shall promptly appoint\na successor Trustee by written instrument, in duplicate, one copy of which\ninstrument shall be delivered to the Trustee so removed and one copy to the\nsuccessor trustee.  The Servicer shall also pay all fees due and owing to the\noutgoing Trustee.  Any successor trustee shall (so long as an Insurer Default\nshall not have occurred and be continuing) be acceptable to the Security\nInsurer.\n\n     (b)  Any resignation or removal of the Trustee and appointment of a\nsuccessor Trustee pursuant to any of the provisions of this Section 11.8\nshall not become effective until acceptance of appointment by the successor\nTrustee as provided in Section 11.9.\n\n     (c)  If the Trustee and the Backup Servicer shall be the same Person and\nthe rights and obligations of the Backup Servicer shall have been terminated\npursuant to Section 10.2, then the Security Insurer (or, if an Insurer\nDefault shall have occurred and be continuing, a Certificate Majority) shall\nhave the option, by 60 days' prior notice in writing to the Seller, the\nServicer and the Trustee, to remove the Trustee, and the Security Insurer\nshall not have any liability to the Trustee, AmeriCredit, the Seller, the\nServicer or any Certificateholder in connection with such removal.\n\n     XI.9.   SUCCESSOR TRUSTEE.  (a)  Any successor Trustee appointed as\nprovided in Section 11.8 shall execute, acknowledge and deliver to the\nServicer and the Security Insurer, and to its predecessor Trustee an\ninstrument accepting such appointment under this Agreement, and thereupon the\nresignation or removal of the predecessor Trustee shall become effective and\nsuch successor trustee, without any further act, deed or conveyance (except\nas provided below), shall become fully vested with all the rights, powers,\nduties and obligations of its predecessor under this Agreement, with like\neffect as if originally named as Trustee; but, on request of the Servicer and\nthe Security Insurer, or the successor trustee, such predecessor Trustee\nshall, upon payment of its charges then unpaid, execute and deliver an\ninstrument transferring to such successor trustee all of the rights, powers\nand trusts of the Trustee so ceasing to act, and shall duly assign, transfer\nand deliver to such successor trustee all property and money held by such\ntrustee so ceasing to act hereunder.  Upon request of any such successor\ntrustee, the Seller, on behalf of the Trust, shall execute any and all\ninstruments for more fully and certainly vesting in and confirming to such\n\n\n                                     76\n\n\n\n\nsuccessor trustee all such rights, powers and trusts.  The predecessor\nTrustee shall deliver to the successor Trustee all documents and statements\nheld by it under this Agreement or any Related Document; and the predecessor\nTrustee and the other parties to the Related Documents shall amend any\nRelated Document to make the successor Trustee the successor to the\npredecessor Trustee thereunder; and the Servicer and the predecessor Trustee\nshall execute and deliver such instruments and do such other things as may\nreasonably be required for fully and certainly vesting and confirming in the\nsuccessor Trustee all such rights, powers, duties and obligations.  No\nsuccessor Trustee shall accept appointment as provided in this Section 11.9\nunless at the time of such acceptance such successor Trustee shall be\neligible under the provisions of Section 11.7.  Upon acceptance of\nappointment by a successor Trustee as provided in this Section 11.9, the\nSeller shall mail notice by first-class mail of the successor of such Trustee\nand the address of the successor Trustee's corporate trust office under this\nAgreement to each Rating Agency, the Security Insurer and all Holders of\nCertificates at their addresses as shown in the Certificate Register.  If the\nSeller fails to mail such notice within 10 days after acceptance of\nappointment by the successor Trustee, the successor Trustee shall cause such\nnotice to be mailed at the expense of the Seller.\n\n     XI.10.  MERGER OR CONSOLIDATION OF TRUSTEE.  Any corporation into which\nthe Trustee may be merged or with which it may be consolidated, or any\ncorporation resulting from any merger or consolidation to which the Trustee\nshall be a party, or any corporation succeeding to the business of the\nTrustee, shall be the successor of the Trustee under this Agreement, provided\nsuch corporation shall be eligible under the provisions of Section 11.7,\nwithout the execution or filing of any instrument or any further act on the\npart of any of the parties to this Agreement, anything in this Agreement to\nthe contrary notwithstanding.  The Trustee or its successor hereunder shall\nprovide the Servicer and the Security Insurer with prompt notice of any such\ntransaction.\n\n     XI.11.  APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.  (a)\nNotwithstanding any other provisions of this Agreement, at any time, for the\npurpose of meeting any legal requirements of any jurisdiction in which any\npart of the Trust Property or any Financed Vehicle may at the time be\nlocated, the Trustee, with the consent of the Servicer and (so long as an\nInsurer Default shall not have occurred and be continuing) the Security\nInsurer, shall have the power and may execute and deliver all instruments to\nappoint one or more Persons approved by the Trustee to act as co-trustee or\nco-trustees, jointly with the Trustee, or separate trustee or separate\ntrustees, of all or any part of the Trust Property, and to vest in such\nPerson or Persons, in such capacity and for the benefit of the\nCertificateholders, such title to the Trust Property, or any part thereof,\nand, subject to the other provisions of this Section 11.11, such powers,\nduties, obligations, rights and trusts as the Servicer, the Trustee and (so\nlong as an Insurer Default shall not have occurred and be continuing) the\nSecurity Insurer may consider necessary or desirable.  If the Servicer shall\nnot have consented to such appointment within 15 days after the receipt by it\nof a request to do so, or if a Servicer Termination Event shall have occurred\nand be continuing, the consent\n\n\n                                     77\n\n\n\n\nof the Servicer shall not be required.  No co-Trustee or separate Trustee\nunder this Agreement shall be required to meet the terms of eligibility as a\nsuccessor trustee under Section 11.7 and no notice to Certificateholders of\nthe appointment of any co-trustee or separate trustee shall be required under\nSection 11.9.  Every separate trustee and co-trustee shall, to the extent\npermitted by law, be appointed and act subject to the following provisions\nand conditions:\n\n               (i)   All rights, powers, duties and obligations conferred or\n     imposed upon the Trustee shall be conferred or imposed upon and exercised\n     or performed by the Trustee and such separate trustee or cotrustee jointly\n     (it being understood that such separate trustee or cotrustee is not\n     authorized to act separately without the Trustee joining in such act),\n     except to the extent that under any law of any jurisdiction in which any\n     particular act or acts are to be performed by the Trustee, the Trustee\n     shall be incompetent or unqualified to perform such act or acts, in which\n     event such rights, powers, duties and obligations (including the holding\n     of title to the Trust Property or any portion thereof in any such\n     jurisdiction) shall be exercised and performed singly by such separate\n     trustee or co-trustee, but solely at the direction of the Trustee;\n\n               (ii)   No trustee under this Agreement shall be personally liable\n     by reason of any act or omission of any other trustee under this Agreement;\n     and\n\n               (iii)  The Servicer, the Trustee and provided no Insurer Default\n     shall have occurred and be continuing, the Security Insurer acting jointly\n     may at any time accept the resignation of or remove any separate trustee\n     or co-trustee.\n\n     (b)  Any notice, request or other writing given to the Trustee shall be\ndeemed to have been given to each of the then separate trustees and\nco-trustees, as effectively as if given to each of them.  Every instrument\nappointing any separate trustee or co-trustee shall refer to this Agreement\nand the conditions of this Article XI.  Each separate trustee and co-trustee,\nupon its acceptance of the trusts conferred, shall be vested with the estates\nor property specified in its instrument of appointment, either jointly with\nthe Trustee or separately, as may be provided therein, subject to all the\nprovisions of this Agreement, specifically including every provision of this\nAgreement relating to the conduct of, affecting the liability of, or\naffording protection to, the Trustee.  Every such instrument shall be filed\nwith the Trustee and a copy thereof given to the Servicer.\n\n     (c)  Any separate trustee or co-trustee may at any time constitute the\nTrustee, its agent or attorney-in-fact, with full power and authority, to the\nextent not prohibited by law, to do any lawful act under or in respect of\nthis Agreement on its behalf and in its name.  If any separate trustee or\nco-trustee shall die, become incapable of acting, resign or be removed, all\nof its estates, properties, rights, remedies and trusts shall vest in and be\n\n\n                                     78\n\n\n\n\nexercised by the Trustee, to the extent permitted by law, without the\nappointment of a new or successor trustee.\n\n     XI.12.    REPRESENTATIONS AND WARRANTIES OF TRUSTEE.  Each of the Trustee\nand Backup Servicer represents and warrants as of the date of this Agreement\nthat:\n\n               (a)  it is either (i) a banking corporation duly organized,\n     validly existing and in good standing under the laws of the state of its\n     incorporation or (ii) a national banking association duly organized,\n     validly existing and in good standing under the laws of the United\n     States of America;\n\n               (b)  it has full power, authority and legal right to execute,\n     deliver and perform this Agreement, and has taken all necessary action to\n     authorize the execution, delivery and performance by it of this Agreement;\n\n               (c)  the execution, delivery and performance by it of this\n     Agreement (a) do not violate any provision of any law or regulation\n     governing the banking and trust powers of it or any order, writ, judgment,\n     or decree of any court, arbitrator, or governmental authority applicable\n     to it or any of its assets, (b) do not violate any provision of its\n     corporate charter or by-laws, or (c) to the best of its knowledge do not\n     violate any provision of, or constitute, with or without notice or lapse\n     of time, a default under, or result in the creation or imposition of any\n     lien on any of the Trust Property pursuant to the provisions of any\n     mortgage, indenture, contract, agreement or other undertaking other than\n     this Agreement to which it is a party;\n\n               (d)  the execution, delivery and performance by it of this\n     Agreement do not require the authorization, consent or approval of, the\n     giving of notice to, the filing or registration with, or the taking of\n     any other action in respect of, any governmental authority or agency\n     regulating its banking and corporate trust activities; and\n\n               (e)  this Agreement has been duly executed and delivered by it\n     and constitutes the legal, valid and binding agreement of it, enforceable\n     in accordance with its terms, except as enforceability may be limited by\n     bankruptcy, insolvency, reorganization or other similar laws affecting the\n     enforcement of creditors' rights generally and by equitable limitations on\n     the availability of specific remedies, regardless of whether such\n     enforceability is considered in a proceeding in equity or at law.\n\n     XI.13.  TAX RETURNS.  In the event the Trust shall be required to file\ntax returns, the Servicer shall prepare or shall cause to be prepared any tax\nreturns required to be filed by the Trust and shall remit such returns to the\nTrustee for signature at least five Business Days before such returns are due\nto be filed.  The Trustee, upon request, shall furnish the Servicer with all\nsuch information known to the Trustee as may be reasonably\n\n\n                                     79\n\n\n\n\nrequired in connection with the preparation of all tax returns of the Trust,\nand shall execute such returns and cause such returns to be filed on or prior\nto the date on which such returns are due; PROVIDED, that such returns have\nbeen provided to the Trustee by the Servicer as described in the previous\nsentence.\n\n     XI.14.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF CERTIFICATES.\nAll rights of action and claims under this Agreement or the Certificates may\nbe prosecuted and enforced by the Trustee without the possession of any of\nthe Certificates or the production thereof in any proceeding relating\nthereto, and any such proceeding instituted by the Trustee shall be brought\nin its own name as trustee.  Any recovery of judgment shall, after provision\nfor the payment of the reasonable compensation, expenses, disbursements and\nadvances of the Trustee, its agents and counsel, be for the ratable benefit\nof the Certificateholders in respect of which such judgment has been obtained.\n\n     XI.15.  SUIT FOR ENFORCEMENT.  If a Servicer Termination Event shall\noccur and be continuing, the Trustee, in its discretion may (but shall have\nno duty or obligation so to proceed), subject to the provisions of Section\n11.1, proceed to protect and enforce its rights and the rights of the\nCertificateholders under this Agreement by a suit, action or proceeding in\nequity or at law or otherwise, whether for the specific performance of any\ncovenant or agreement contained in this Agreement or in aid of the execution\nof any power granted in this Agreement or for the enforcement of any other\nlegal, equitable or other remedy as the Trustee, being advised by counsel,\nshall deem most effectual to protect and enforce any of the rights of the\nTrustee or the Certificateholders.\n\n     XI.16.  RIGHTS TO DIRECT TRUSTEE.  Subject to Section 11.3(c), the\nSecurity Insurer (or, if an Insurer Default shall have occurred and be\ncontinuing, a Certificate Majority) shall have the right to direct the time,\nmethod and place of conducting any proceeding for any remedy available to the\nTrustee, or exercising any trust or power conferred on the Trustee; PROVIDED\nHOWEVER, that subject to Section 11.1, the Trustee shall have the right to\ndecline to follow any such direction if the Trustee being advised by counsel\ndetermines that the action so directed may not lawfully be taken, or if the\nTrustee in good faith shall, by a Responsible Officer, determine that the\nproceedings so directed would be in violation of this Agreement or any of the\nRelated Documents or would subject it to personal liability against which it\nhas not been provided reasonable indemnity or (in the case of directions\nprovided by a Certificate Majority) be unduly prejudicial to the rights of\nCertificateholders not parties to such direction; and provided further that\nnothing in this Agreement shall impair the right of the Trustee to take any\naction deemed proper by the Trustee and which is not inconsistent with such\ndirection by the Security Insurer or the Certificateholders.\n\n\n                                     80\n\n\n\n\n                                    XII\n                                TERMINATION\n\n     XII.1.  TERMINATION OF THE TRUST.  (a)  The respective obligations and\nresponsibilities of the Seller, the Servicer, the Security Insurer and the\nTrustee created by this Agreement and the Trust created by this Agreement\nshall terminate upon the latest of (i) the maturity or other liquidation of\nthe last Receivable (including the purchase as of any Accounting Date by the\nSeller or the Servicer at its option of the corpus of the Trust as described\nin Section 12.2) and the subsequent distribution to Certificateholders\npursuant to Section 5.5 of the amount required to be deposited pursuant to\nSection 12.2 or (ii) the payment to Certificateholders of all amounts\nrequired to be paid to them pursuant to this Agreement and the payment to the\nSecurity Insurer of all amounts payable or reimbursable to it pursuant to\nthis Agreement and the Insurance Agreement.  In either case, there shall be\ndelivered to the Trustee and the Security Insurer an Opinion of Counsel that\nall applicable preference periods under federal, state and local bankruptcy\ninsolvency and similar laws have expired with respect to the payments\npursuant to clause (ii); PROVIDED HOWEVER, that in no event shall the trust\ncreated by this Agreement continue beyond the expiration of 21 years from the\ndeath of the last survivor of the descendants living on the date of this\nAgreement of Rose Kennedy of the Commonwealth of Massachusetts; and provided,\nfurther, that the rights to indemnification under Sections 9.1 and 11.6 shall\nsurvive the termination of the Trust.  The Servicer shall promptly notify the\nTrustee, the Rating Agencies and the Security Insurer of any prospective\ntermination pursuant to this Section 12.1.\n\n     (a)  Notice of any final distribution, specifying the Distribution Date\nupon which the Certificateholders may surrender their Certificates to the\nTrustee for payment of the final distribution and retirement of the\nCertificates, shall be given promptly by the Trustee by letter to\nCertificateholders mailed not earlier than the 1st day and not later than the\n10th day of the month of such final distribution specifying (i) the\nDistribution Date upon which final payment of the Certificates shall be made\nupon presentation and surrender of Certificates at the office of the Trustee\ntherein specified, (ii) the amount of any such final payment, and (iii) that\nthe Accounting Date otherwise applicable to such Distribution Date is not\napplicable, payments being made only upon presentation and surrender of the\nCertificates at the office of the Trustee therein specified.  The Trustee\nshall give such notice to the Certificate Registrar at the time such notice\nis given to Certificateholders.  In the event such notice is given, the\nServicer or the Trustee, as the case may be, shall make deposits into the\nCollection Account in accordance with Section 5.4, or, in the case of an\noptional purchase of Receivables pursuant to Section 12.2, shall deposit the\namount specified in Section 12.2.  Upon presentation and surrender of the\nCertificates, the Trustee shall cause to be distributed to Certificateholders\namounts distributable on such Distribution Date pursuant to Section 5.5.\n\n\n                                     81\n\n\n\n\n     (b)  In the event that all of the Certificateholders shall not surrender\ntheir Certificates for retirement within six months after the date specified\nin the above-mentioned written notice, the Trustee shall have a second\nwritten notice to the remaining Certificateholders to surrender their\nCertificates for retirement and receive the final distribution with respect\nthereto.  If within one year after the second notice all the Certificates\nshall not have been surrendered for retirement, the Trustee may take\nappropriate steps, or may appoint an agent to take appropriate steps, to\ncontact the remaining Certificateholders concerning surrender of their\nCertificates, and the cost thereof shall be paid out of the funds and other\nassets that remain subject to this Agreement.  As soon as practicable after\nthe termination of the Trust, the Trustee shall surrender the Policy to the\nSecurity Insurer for cancellation.\n\n     XII.2.  OPTIONAL PURCHASE OF ALL RECEIVABLES.  On each Determination\nDate as of which the Class A Certificate Balance is less than 10% of the\nCut-Off Date Class A Certificate Balance, the Servicer and the Seller each\nshall have the option to purchase the corpus of the Trust (with the consent\nof the Security Insurer, if such purchase would result in a claim on the\nPolicy or would result in any amount owing to the Security Insurer remaining\nunpaid).  To exercise such option, the Servicer or the Seller, as the case\nmay be, shall pay the aggregate Purchase Amounts for the Receivables, plus\nthe appraised value of any other property (including the right to receive any\nfuture recoveries) held as part of the Trust, such appraisal to be conducted\nby an appraiser mutually agreed upon by the Servicer or the Seller, as the\ncase may be, and the Security Insurer (or the Trustee, if an Insurer Default\nshall have accrued and be continuing), and shall succeed to all interests in\nand to the Trust Property.  The Servicer or Seller shall promptly notify the\nRating Agencies of any proposed exercise of such option.  The fees and\nexpenses related to such appraisal shall be paid by the party exercising the\noption to purchase.\n\n\n                                   XIII\n                        MISCELLANEOUS PROVISIONS\n\n     XIII.1.  AMENDMENT.  (a)  This Agreement may be amended by the Seller,\nthe Servicer and the Trustee, with the prior written consent of the Security\nInsurer (so long as an Insurer Default shall not have occurred and be\ncontinuing) but without the consent of any of the Certificateholders, (i) to\ncure any ambiguity, or (ii) to correct or supplement any provisions in this\nAgreement; PROVIDED HOWEVER, that such action shall not, as evidenced by an\nOpinion of Counsel, adversely affect in any material respect the interests of\nthe Certificateholders, provided, further, that if an Insurer Default has\noccurred and is continuing, such action shall not amend, modify or limit the\nSecurity Insurer's rights under (i) Section 5.5(a), (ii) any rights to\nindemnification to which the Security Insurer is entitled hereunder or (iii)\nany defined terms used in preceding clauses (i) or (ii).\n\n     (a)  This Agreement may also be amended from time to time by the Seller,\nthe Servicer and the Trustee with the prior written consent of the Security\nInsurer (so long\n\n\n                                     82\n\n\n\n\nas an Insurer Default shall not have occurred and be continuing) and with the\nconsent of a Certificate Majority (which consent of any Holder of a\nCertificate given pursuant to this Section 13.1(b) or pursuant to any other\nprovision of this Agreement shall be conclusive and binding on such Holder\nand on all future Holders of such Certificate and of any Certificate issued\nupon the transfer thereof or in exchange thereof or in lieu thereof whether\nor not notation of such consent is made upon the Certificate) for the purpose\nof adding any provisions to or changing in any manner or eliminating any of\nthe provisions of this Agreement, or of modifying in any manner the rights of\nthe Holders of Certificates; PROVIDED HOWEVER, that no such amendment shall\n(a) increase or reduce in any manner the amount of, or accelerate or delay\nthe timing of, collections of payments on Receivables or distributions that\nshall be required to be made on any Certificate or the Class A Pass-Through\nRate or the Class B Pass-Through Rate or (b) reduce the aforesaid percentage\nrequired to consent to any such amendment or any waiver hereunder, without\nthe consent of the Holders of all Certificates then outstanding, provided,\nfurther, that if an Insurer Default has occurred and is continuing, such\naction shall not amend, modify or limit the Security Insurer's rights under\n(i) Section 5.5(a), (ii) any rights to indemnification to which the Security\nInsurer is entitled hereunder or (iii) any defined terms used in preceding\nclauses (i) or (ii).\n\n     (b)  Prior to the execution of any such amendment or consent, the\nTrustee shall furnish written notification of the substance of such amendment\nor consent to each Rating Agency.\n\n     (c)  Promptly after the execution of any such amendment or consent, the\nTrustee shall furnish written notification of the substance of such amendment\nor consent to each Certificateholder.\n\n     (d)  It shall not be necessary for the consent of Certificateholders\npursuant to Section 13.1(b) to approve the particular form of any proposed\namendment or consent, but it shall be sufficient if such consent shall\napprove the substance thereof. The manner of obtaining such consents (and any\nother consents of Certificateholders provided for in this Agreement) and of\nevidencing the authorization of the execution thereof by Certificateholders\nshall be subject to such reasonable requirements as the Trustee may\nprescribe, including the establishment of record dates.\n\n     (e)  Prior to the execution of any amendment to this Agreement, the\nTrustee shall be entitled to receive and rely upon an Opinion of Counsel\nstating that the execution of such amendment is authorized or permitted by\nthis Agreement, in addition to the Opinion of Counsel referred to in Section\n13.2(i).  The Trustee may, but shall not be obligated to, enter into any such\namendment which affects the Trustee's own rights, duties or immunities under\nthis Agreement or otherwise.\n\n\n                                     83\n\n\n\n\n     XIII.2.  PROTECTION OF TITLE TO TRUST.  (a)  The Seller or the Servicer\nor both shall execute and file such financing statements and cause to be\nexecuted and filed such continuation and other statements, all in such manner\nand in such places as may be required by law fully to preserve, maintain and\nprotect the interest of the Trust, the Trustee and the Security Insurer under\nthis Agreement in the Trust Property and in the proceeds thereof.  The Seller\nor the Servicer or both shall deliver (or cause to be delivered) to the\nTrustee and the Security Insurer file-stamped copies of, or filing receipts\nfor, any document filed as provided above, as soon as available following\nsuch filing.\n\n     (a)  Neither the Seller nor the Servicer shall change its name, identity\nor corporate structure in any manner that would, could or might make any\nfinancing statement or continuation statement filed by the Seller in\naccordance with paragraph (a) above seriously misleading within the meaning\nof Section 9-402(7) of the UCC, unless it shall have given the Trustee and\nthe Security Insurer (so long as an Insurer Default shall not have occurred\nand be continuing) at least 60 days prior written notice thereof, and shall\npromptly file appropriate amendments to all previously filed financing\nstatements and continuation statements.\n\n     (b)  Each of the Seller and the Servicer shall give the Trustee and the\nSecurity Insurer at least 60 days prior written notice of any relocation of\nits principal executive office if, as a result of such relocation, the\napplicable provisions of the UCC would require the filing of any amendment of\nany previously filed financing or continuation statement or of any new\nfinancing statement.  The Servicer shall at all times maintain each office\nfrom which it services Receivables and its principal executive office within\nthe United States of America.\n\n     (c)  The Servicer shall maintain accounts and records as to each\nReceivable accurately and in sufficient detail to permit (i) the reader\nthereof to know at any time the status of such Receivable, including payments\nand recoveries made and payments owing (and the nature of each) and (ii)\nreconciliation between payments or recoveries on (or with respect to) each\nReceivable and the amounts from time to time deposited in the Collection\nAccount in respect of such Receivable.\n\n     (d)  The Servicer shall maintain its computer systems so that, from and\nafter the time of sale under this Agreement of the Receivables to the\nTrustee, the Servicer's master computer records (including any backup\narchives) that refer to any Receivable indicate clearly (with reference to\nthe particular grantor trust) that the Receivable is owned by the Trust.\nIndication of the Trust's ownership of a Receivable shall be deleted from or\nmodified on the Servicer's computer systems when, and only when, the\nReceivable has been paid in full or repurchased by the Seller or the Servicer.\n\n     (e)  If at any time the Seller or the Servicer proposes to sell, grant\na security interest in, or otherwise transfer any interest in automotive\nreceivables to any prospective\n\n\n                                     84\n\n\n\n\npurchaser, lender or other transferee, the Servicer shall give to such\nprospective purchaser, lender or other transferee computer tapes, records or\nprintouts (including any restored from backup archives) that, if they refer\nin any manner whatsoever to any Receivable, indicate clearly that such\nReceivable has been sold and is owned by the Trust unless such Receivable has\nbeen paid in full or repurchased by the Seller or the Servicer.\n\n     (f)  The Servicer shall permit the Trustee, the Backup Servicer, the\nSecurity Insurer, the Seller and their respective agents, at any time to\ninspect, audit and make copies of and abstracts from the Servicer's records\nregarding any Receivables or any other portion of the Trust Property.\n\n     (g)  The Servicer shall furnish to the Trustee, the Backup Servicer, the\nSeller and the Security Insurer at any time upon request a list of all\nReceivables then held as part of the Trust, together with a reconciliation of\nsuch list to the Schedule of Receivables and to each of the Servicer's\nCertificates furnished before such request indicating removal of Receivables\nfrom the Trust. The Trustee shall hold any such list and Schedule of\nReceivables for examination by interested parties during normal business\nhours at the Corporate Trust Office upon reasonable notice by such Persons of\ntheir desire to conduct an examination.\n\n     (h)  The Seller and the Servicer shall deliver to the Trustee and the\nSecurity Insurer simultaneously with the execution and delivery of this\nAgreement and of each amendment thereto and upon the occurrence of the events\ngiving rise to an obligation to give notice pursuant to Section 13.2(b) or\n(c), an Opinion of Counsel (a) stating that, in the opinion of such Counsel,\nall financing statements and continuation statements have been executed and\nfiled that are necessary fully to preserve and protect the interest of the\nTrustee in the Receivables and the other Trust Property, and reciting the\ndetails of such filing or referring to prior Opinions of Counsel in which\nsuch details are given, (b) stating that, in the opinion of such counsel, no\nsuch action is necessary to preserve and protect such interest, or (c)\nstating in the opinion of such counsel, any action which is necessary to\npreserve and protect such interest during the following 12-month period.\n\n     (i)  The Servicer shall deliver to the Trustee and the Security Insurer,\nwithin 90 days after January 1, 1997, an Opinion of Counsel, either (a)\nstating that, in the opinion of such counsel, all financing statements and\ncontinuation statements have been executed and filed that are necessary fully\nto preserve and protect the interest of the Trustee in the Receivables, and\nreciting the details of such filings or referring to prior Opinions of\nCounsel in which such details are given, or (b) stating that, in the opinion\nof such counsel, no action shall be necessary to preserve and protect such\ninterest.\n\n     XIII.3.  LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.  (a)  The death or\nincapacity of any Certificateholder shall not operate to terminate this\nAgreement or the Trust, nor entitle such Certificateholder's legal\nrepresentatives or heirs to claim an\n\n\n                                     85\n\n\n\n\naccounting or to take any action or commence any proceeding in any court for\na partition or winding up of the Trust, nor otherwise affect the rights,\nobligations and liabilities of the parties to this Agreement or any of them.\n\n     (a)  No Certificateholder shall have any right to vote (except as\nprovided in this Section 13.3 or Sections 10.2, 10.5 or 13.1) or in any\nmanner otherwise control the operation and management of the Trust, or the\nobligations of the parties to this Agreement, nor shall anything set forth in\nthis Agreement, or contained in the terms of the Certificates, be construed\nso as to constitute the Certificateholders from time to time as partners or\nmembers of an association; nor shall any Certificateholder be under any\nliability to any third person by reason of any action taken by the parties to\nthis Agreement pursuant to any provision of this Agreement or any Related\nDocument.\n\n     (b)  So long as no Insurer Default has occurred and is continuing,\nexcept as otherwise specifically provided herein, whenever Class A\nCertificateholder action, consent or approval is required under this\nAgreement, such action, consent or approval shall be deemed to have been\ntaken or given on behalf of, and shall be binding upon, all Class A\nCertificateholders if the Security Insurer agrees to take such action or give\nsuch consent or approval.  If an Insurer Default shall have occurred and is\ncontinuing, no Certificateholder shall have any right by virtue or by\navailing itself of any provisions of this Agreement to institute any suit,\naction, or proceeding in equity or at law upon or under or with respect to\nthis Agreement, unless such Holder previously shall have given to the Trustee\na written notice of default and of the continuance thereof, as provided in\nthis Agreement and unless also the Holders of Certificates evidencing not\nless than 25% of the sum of the Class A Certificate Balance and the Class B\nCertificate Balance, or, if there are no Class A Certificates then\noutstanding, by Holders of Class B Certificates evidencing not less than 25%\nof the Class B Certificate Balance shall have made written request upon the\nTrustee to institute such action, suit or proceeding in its own name as\nTrustee under this Agreement and shall have offered to the Trustee such\nreasonable indemnity as it may require against the costs, expenses and\nliabilities to be incurred therein or thereby, and the Trustee, for 30 days\nafter its receipt of such notice, request, and offer of indemnity, shall have\nneglected or refused to institute any such action, suit, or proceeding and\nduring such 30-day period, no request or waiver inconsistent with such\nwritten request has been given to the Trustee pursuant to and in compliance\nwith this Section 13.3 or Section 10.5; it being understood and intended, and\nbeing expressly covenanted by each Certificateholder with every other\nCertificateholder and the Trustee, that no one or more Holders of\nCertificates shall have any right in any manner whatever by virtue or by\navailing itself or themselves of any provisions of this Agreement to affect,\ndisturb, or prejudice the rights of the Holders of any other of the\nCertificates, or to obtain or seek to obtain priority over or preference to\nany other such Holder, or to enforce any right under this Agreement, except\nin the manner provided in this Agreement and for the equal, ratable, and\ncommon benefit of all Certificateholders.  For the protection and\nenforcement of the provisions of this Section 13.3, each and every\nCertificateholder and the Trustee shall be entitled to such relief as can be\ngiven either at law or in\n\n\n                                     86\n\n\n\n\nequity.  Nothing in this Agreement shall be construed as giving the\nCertificateholders any right to make a claim under the Policy.\n\n     XIII.4.  GOVERNING LAW.  This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York without regard\nto the principles of conflicts of laws thereof and the obligations, rights\nand remedies of the parties under this Agreement shall be determined in\naccordance with such laws.\n\n     XIII.5.  SEVERABILITY OF PROVISIONS.  If any one or more of the\ncovenants, agreements, provisions or terms of this Agreement shall be for any\nreason whatsoever held invalid, then such covenants, agreements, provisions\nor terms shall be deemed severable from the remaining covenants, agreements,\nprovisions or terms of this Agreement and shall in no way affect the validity\nor enforceability of the other provisions of this Agreement or of the\nCertificates or the rights of the Holders thereof.\n\n     XIII.6.  ASSIGNMENT.  Notwithstanding anything to the contrary contained\nin this Agreement, except as provided in Section 8.2 or Section 9.2 and as\nprovided in the provisions of the Agreement concerning the resignation of the\nServicer and the Backup Servicer, this Agreement may not be assigned by the\nSeller or the Servicer without the prior written consent of the Trustee and\nthe Security Insurer (or, if an Insurer Default shall have occurred and be\ncontinuing the Trustee and a Certificate Majority).\n\n     XIII.7.  CERTIFICATES NONASSESSABLE AND FULLY PAID.  Certificateholders\nshall not be personally liable for obligations of the Trust, the Fractional\nUndivided Interests represented by the Certificates shall be nonassessable\nfor any losses or expenses of the Trust or for any reason whatsoever, and\nCertificates upon authentication thereof by the Trustee pursuant to Section\n7.2 are and shall be deemed fully paid.\n\n     XIII.8.  THIRD-PARTY BENEFICIARIES.  This Agreement shall inure to the\nbenefit of and be binding upon the parties hereto and their respective\nsuccessors and permitted assigns.  Except as otherwise provided in this\nArticle XIII, no other Person shall have any right or obligation hereunder.\nThe Security Insurer and its successors and assigns shall be a third-party\nbeneficiary to the provisions of this Agreement, and shall be entitled to\nrely upon and directly enforce such provisions of this Agreement so long as\nno Insurer Default shall have occurred and be continuing.  Except as\nexpressly stated otherwise herein or in the Related Documents, any right of\nthe Security Insurer to direct, appoint, consent to, approve of, or take any\naction under this Agreement, shall be a right exercised by the Security\nInsurer in its sole and absolute discretion.  The Security Insurer may\ndisclaim any of its rights and powers under this Agreement (but not its\nduties and obligations under the Policy) upon delivery of a written notice to\nthe Trustee.\n\n     XIII.9.  FINANCIAL SECURITY AS CONTROLLING PARTY.  Each Certificateholder\nby purchase of the Certificates held by it acknowledges that the Trustee on\nbehalf of the Trust,\n\n\n                                     87\n\n\n\n\nas partial consideration of the issuance of the Policy, has agreed that the\nSecurity Insurer shall have certain rights hereunder for so long as no\nInsurer Default shall have occurred and be continuing.  So long as an Insurer\nDefault has occurred and is continuing, any provision giving the Security\nInsurer the right to direct, appoint or consent to, approve of, or take any\naction under this Agreement shall be inoperative during the period of such\nInsurer Default and such right shall instead vest in the Trustee acting at\nthe direction of the Holders of Certificates.  The Security Insurer may\ndisclaim any of its rights and powers under this Agreement (but not its\nduties and obligations under the Policy) upon delivery of a written notice to\nthe Trustee.  The Security Insurer may give or withhold any consent hereunder\nin its sole and absolute discretion.\n\n     XIII.10.  COUNTERPARTS.  This Agreement may be executed simultaneously\nin any number of counterparts, each of which counterparts shall be deemed to\nbe an original, and all of which counterparts shall constitute but one and\nthe same instrument.\n\n     XIII.11.  NOTICES.  All demands, notices and communications under this\nAgreement shall be in writing, personally delivered or mailed by certified\nmail-return receipt requested, and shall be deemed to have been duly given\nupon receipt (a) in the case of the Seller and for so long as AmeriCredit is\nthe Servicer, the Servicer, at the following address:  AmeriCredit Financial\nServices, Inc., 200 Bailey Avenue, Fort Worth, Texas 76107-1220, Attention:\nChief Financial Officer, (b) in the case of the Trustee, and, for so long as\nthe Trustee is the Backup Servicer, the Trustee, at the Corporate Trust\nOffice, (c) in the case of each Rating Agency, 99 Church Street, New York,\nNew York 10007 (for Moody's) and 26 Broadway, New York, New York 10004 (for\nStandard &amp; Poor's), and (d) in the case of the Security Insurer, Financial\nSecurity Assurance, Inc., 350 Park Avenue, New York, New York 10022,\nAttention:  Surveillance Department, Re:  AmeriCredit Automobile Receivables\nTrust 1995-B, or at such other address as shall be designated by any such\nparty in a written notice to the other parties.  Any notice required or\npermitted to be mailed to a Certificateholder shall be given by first class\nmail, postage prepaid, at the address of such Holder as shown in the\nCertificate Register, and any notice so mailed within the time prescribed in\nthis Agreement shall be conclusively presumed to have been duly given,\nwhether or not the Certificateholder receives such notice.\n\n     XIII.12.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon\nthe parties hereof and their respective successors and assigns, and shall\ninure to the benefit of and be enforceable by the parties hereof and their\nrespective successors and assigns permitted hereunder.  All covenants and\nagreements contained herein shall be binding upon, and inure to the benefit\nof, the Trustee and the Certificateholders and their respective permitted\nsuccessors and assigns, if any.  Any request, notice, direction, consent,\nwaiver or other instrument or action by any Certificateholder shall bind its\nsuccessors and assigns.\n\n\n                                     88\n\n\n\n\n     IN WITNESS WHEREOF, the Seller, ARC, the Servicer and the Trustee have\ncaused this Pooling and Servicing Agreement to be duly executed by their\nrespective officers, effective as of the day and year first above written.\n\n\n                                       AMERICREDIT FINANCIAL SERVICES,\n                                       INC., as Seller and Servicer\n\n\n\n                                       By ------------------------------------\n                                          Name:\n                                          Title:\n\n\n\n                                       LASALLE NATIONAL BANK,\n                                         as Trustee and as Backup Servicer\n\n\n\n                                       By ------------------------------------\n                                          Name:\n                                          Title:\n\n\n                                       AMERICREDIT RECEIVABLES CORP.\n\n\n\n                                       By -------------------------------------\n                                          Name:\n                                          Title:\n\n\n\n\n\n\n                                SCHEDULE A\n\n                          SCHEDULE OF RECEIVABLES\n\n\n\n                                SCHEDULE B\n\n                REPRESENTATIONS AND WARRANTIES OF AMERICREDIT\n\n        XIV    CHARACTERISTICS OF RECEIVABLES.  Each Receivable (A) was\noriginated by a Dealer for the retail sale of a Financed Vehicle in the\nordinary course of such Dealer's business in accordance with AmeriCredit's\ncredit policies and such Dealer had all necessary licenses and permits to\noriginate Receivables in the state where such Dealer was located, was fully\nand properly executed by the parties thereto, was purchased by AmeriCredit\nfrom such Dealer under an existing Dealer Agreement or pursuant to a Dealer\nAssignment with AmeriCredit and was validly assigned by such Dealer to\nAmeriCredit pursuant to a Dealer Assignment, (B) contains customary and\nenforceable provisions such as to render the rights and remedies of the\nholder thereof adequate for realization against the collateral security, (D)\nis a Receivable which provides for level monthly payments (provided that the\nperiod in the first Collection Period and the payment in the final Collection\nPeriod of the Receivable may be minimally different from the normal period\nand level payment) which, if made when due, shall fully amortize the Amount\nFinanced over the original term and (E) has not been amended or collections\nwith respect to which waived, other than as evidenced in the Receivable File\nrelating thereto.\n\n        XV    NO FRAUD OR MISREPRESENTATION.  Each Receivable was originated\nby a Dealer and was sold by the Dealer to AmeriCredit without any fraud or\nmisrepresentation on the part of such Dealer in either case.\n\n        XVI   COMPLIANCE WITH LAW.  All requirements of applicable federal,\nstate and local laws, and regulations thereunder (including, without\nlimitation, usury laws, the Federal Truth-in-Lending Act, the Equal Credit\nOpportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act,\nthe Fair Debt Collection Practices Act, the Federal Trade Commission Act, the\nMoss-Magnuson Warranty Act, the Federal Reserve Board's Regulations \"B\" and\n\"Z\", the Soldiers' and Sailors' Civil Relief Act of 1940, each applicable\nstate Motor Vehicle Retail Installment Sales Act, and state adaptations of\nthe National Consumer Act and of the Uniform Consumer Credit Code and other\nconsumer credit laws and equal credit opportunity and disclosure laws) in\nrespect of the Receivables and the Financed Vehicles, have been complied with\nin all material respects, and each Receivable and the sale of the Financed\nVehicle evidenced by each Receivable complied at the time it was originated\nor made and now complies in all material respects with all applicable legal\nrequirements.\n\n        XVII   ORIGINATION.  Each Receivable was originated in the United\nStates.\n\n        XVIII  BINDING OBLIGATION.  Each Receivable represents the genuine,\nlegal, valid and binding payment obligation of the Obligor thereon,\nenforceable by the holder thereof in accordance with its terms, except (A) as\nenforceability may be limited by bankruptcy, insolvency, reorganization or\nsimilar laws affecting the enforcement of creditors' rights generally and by\nequitable limitations on the availability of specific remedies, regardless of\n\n\n                                     B-1\n\n\n\nwhether such enforceability is considered in a proceeding in equity or at law\nand (B) as such Receivable may be modified by the application after the\nCutoff Date of the Soldiers' and Sailors' Civil Relief Act of 1940, as\namended; and all parties to each Receivable had full legal capacity to\nexecute and deliver such Receivable and all other documents related thereto\nand to grant the security interest purported to be granted thereby.\n\n        XIX     NO GOVERNMENT OBLIGOR.  No Obligor is the United States of\nAmerica or any State or any agency, department, subdivision or\ninstrumentality thereof.\n\n        XX      OBLIGOR BANKRUPTCY.  At the Cutoff Date no Obligor had been\nidentified on the records of AmeriCredit as being the subject of a current\nbankruptcy proceeding.\n\n        XXI     SCHEDULE OF RECEIVABLES.  The information set forth in the\nSchedule of Receivables has been produced from the Electronic Ledger and was\ntrue and correct in all material respects as of the close of business on the\nCutoff Date.\n\n        XXII    MARKING RECORDS.  By the Closing Date, AmeriCredit will have\ncaused the portions of the Electronic Ledger relating to the Receivables to\nbe clearly and unambiguously marked to show that the Receivables have been\nsold to the Trust by AmeriCredit in accordance with the terms of the Pooling\nand Servicing Agreement.\n\n        XXIII   COMPUTER TAPE.  The Computer Tape made available by\nAmeriCredit to the Trust on the Closing Date was complete and accurate as of\nthe Cutoff Date and includes a description of the same Receivables that are\ndescribed in the Schedule of Receivables.\n\n        XXIV    ADVERSE SELECTION.  No selection procedures adverse to the\nCertificateholders were utilized in selecting the Receivables from those\nreceivables owned by AmeriCredit which met the selection criteria contained\nin the Pooling and Servicing Agreement.\n\n        XXV     CHATTEL PAPER.  The Receivables constitute chattel paper\nwithin the meaning of the UCC as in effect in the States of Texas and New\nYork.\n\n        XXVI    ONE ORIGINAL.  There is only one original executed copy of\neach Receivable.\n\n        XXVII   RECEIVABLE FILES COMPLETE.  There exists a Receivable File\npertaining to each Receivable and such Receivable File contains (a) a fully\nexecuted original of the Receivable, (b) the original executed credit\napplication, or a copy thereof and (c) the original Lien Certificate or\napplication therefor.  Each of such documents which is required to be signed\nby the Obligor has been signed by the Obligor in the appropriate spaces.  All\nblanks on any form have been properly filled in and each form has otherwise\nbeen correctly prepared.  The complete Receivable File for each Receivable\ncurrently is in the possession of the Custodian.\n\n\n                                     B-2\n\n\n\n        XXVIII  RECEIVABLES IN FORCE.  No Receivable has been satisfied,\nsubordinated or rescinded, and the Financed Vehicle securing each such\nReceivable has not been released from the lien of the related Receivable in\nwhole or in part.  No terms of any Receivable have been waived, altered or\nmodified in any respect since its origination, except by instruments or\ndocuments identified in the Receivable File.  No Receivable has been modified\nas a result of application of the Soldiers' and Sailors' Civil Relief Act of\n1940, as amended.\n\n        XXIX    LAWFUL ASSIGNMENT.  No Receivable was originated in, or is\nsubject to the laws of, any jurisdiction the laws of which would make\nunlawful, void or voidable the sale, transfer and assignment of such\nReceivable under this Agreement or pursuant to transfers of the Certificates.\n\n        XXX     GOOD TITLE.   Immediately prior to the conveyance of the\nReceivables to the Trust pursuant to this Agreement, AmeriCredit was the sole\nowner thereof and had good and indefeasible title thereto, free of any Lien\nand, upon execution and delivery of this Agreement by AmeriCredit, the\nTrustee shall have good and indefeasible title to and will be the sole owner\nof such Receivables, free of any Lien.  No Dealer has a participation in, or\nother right to receive, proceeds of any Receivable.  Americredit has not\ntaken any action to convey any right to any Person that would result in such\nPerson having a right to payments received under the related Insurance\nPolicies or the related Dealer Agreements or Dealer Assignments or to\npayments due under such Receivables.\n\n        XXXI    SECURITY INTEREST IN FINANCED VEHICLE.  Each Receivable\ncreated or shall create a valid, binding and enforceable first priority\nsecurity interest in favor of AmeriCredit in the Financed Vehicle.  The Lien\nCertificate and original certificate of title for each Financed Vehicle show,\nor if a new or replacement Lien Certificate is being applied for with respect\nto such Financed Vehicle the Lien Certificate will be received within 180\ndays of the Closing Date and will show AmeriCredit named as the original\nsecured party under each Receivable as the holder of a first priority\nsecurity interest in such Financed Vehicle.  With respect to each Receivable\nfor which the Lien Certificate has not yet been returned from the Registrar\nof Titles, AmeriCredit has received written evidence from the related Dealer\nthat such Lien Certificate showing AmeriCredit as first lienholder has been\napplied for. AmeriCredit's security interest has been validly assigned by\nAmeriCredit to the Trust pursuant to this Agreement.  Immediately after the\nsale, transfer and assignment thereof by AmeriCredit to the Trust, each\nReceivable will be secured by an enforceable and perfected first priority\nsecurity interest in the Financed Vehicle in favor of the Trustee as secured\nparty, which security interest is prior to all other Liens upon and security\ninterests in such Financed Vehicle which now exist or may hereafter arise or\nbe created (except, as to priority, for any lien for taxes, labor or\nmaterials affecting a Financed Vehicle).  As of the Cutoff Date there were no\nLiens or claims for taxes, work, labor or materials affecting a Financed\nVehicle which are or may be Liens prior or equal to the Liens of the related\nReceivable.\n\n\n                                     B-3\n\n\n\n        XXXII   ALL FILINGS MADE.  All filings (including, without\nlimitation, UCC filings) required to be made by any Person and actions\nrequired to be taken or performed by any Person in any jurisdiction to give\nthe Trustee a first priority perfected lien on, or ownership interest in, the\nReceivables and the proceeds thereof and the Other Conveyed Property have\nbeen made, taken or performed.\n\n        XXXIII  NO IMPAIRMENT.  AmeriCredit has not done anything to convey\nany right to any Person that would result in such Person having a right to\npayments due under the Receivable or otherwise to impair the rights of the\nTrust, the Security Insurer, the Trustee and the Certificateholders in any\nReceivable or the proceeds thereof.\n\n        XXXIV   RECEIVABLE NOT ASSUMABLE.  No Receivable is assumable by\nanother Person in a manner which would release the Obligor thereof from such\nObligor's obligations to AmeriCredit with respect to such Receivable.\n\n        XXXV    NO DEFENSES.  No Receivable is subject to any right of\nrescission, setoff, counterclaim or defense and no such right has been\nasserted or threatened with respect to any Receivable.\n\n        XXXVI   NO DEFAULT.  There has been no default, breach, violation or\nevent permitting acceleration under the terms of any Receivable (other than\npayment delinquencies of not more than 30 days), and no condition exists or\nevent has occurred and is continuing that with notice, the lapse of time or\nboth would constitute a default, breach, violation or event permitting\nacceleration under the terms of any Receivable, and there has been no waiver\nof any of the foregoing.  As of the Cutoff Date no Financed Vehicle had been\nrepossessed.\n\n        XXXVII  INSURANCE.  At the time of a purchase of a Receivable by\nAmeriCredit from a Dealer, each Financed Vehicle is required to be covered by\na comprehensive and collision insurance policy (i) in an amount at least\nequal to the lesser of (a) its maximum insurable value or (b) the principal\namount due from the Obligor under the related Receivable, (ii) naming\nAmeriCredit as loss payee and (iii) insuring against loss and damage due to\nfire, theft, transportation, collision and other risks generally covered by\ncomprehensive and collision coverage.  Each Receivable requires the Obligor\nto maintain physical loss and damage insurance, naming AmeriCredit and its\nsuccessors and assigns as additional insured parties, and each Receivable\npermits the holder thereof to obtain physical loss and damage insurance at\nthe expense of the Obligor if the Obligor fails to do so.  No Financed\nVehicle is insured under a policy of Force-Placed Insurance on the Cutoff\nDate.\n\n        XXXVIII PAST DUE.  At the Cutoff Date no Receivable was more than 30\ndays past due.\n\n        XXXIX   REMAINING PRINCIPAL BALANCE.  At the Cutoff Date each\nReceivable had a remaining principal balance equal to or greater than $250.00\nand the Principal\n\n\n                                     B-4\n\n\n\nBalance of each Receivable set forth in the Schedule of Receivables is true\nand accurate in all material respects.\n\n        XL      FINAL SCHEDULED PAYMENT DATE.  No Receivable has a final\nscheduled payment date after April 12, 2001.\n\n        XLI     CERTAIN CHARACTERISTICS.  (A) Each Receivable had a remaining\nmaturity, as of the Cutoff Date, of not more than 59 months; (B) each\nReceivable had an original maturity of not more than 60 months; (C) each\nReceivable had a remaining Principal Balance as of the Cutoff Date of at\nleast $250.00 and not more than $28,000; (D) each Receivable has an Annual\nPercentage Rate of at least 14.0% and not more than 33.0%; (E) no Receivable\nwas more than 30 days past due as of the Cutoff Date and (F) no funds have\nbeen advanced by AmeriCredit, any Dealer, or anyone acting on behalf of any\nof them in order to cause any Receivable to qualify under clause (E) above.\n\n\n                                     B-5\n\n\n\n                                   SCHEDULE C\n\n                        SERVICING POLICIES AND PROCEDURES\n\n                NOTE:  APPLICABLE TIME PERIODS WILL VARY BY STATE\n\n\nCOMPLIANCE WITH STATE COLLECTION LAWS IS REQUIRED OF ALL AMERICREDIT\nCOLLECTION PERSONNEL.  ADDITIONALLY, AMERICREDIT HAS CHOSEN TO FOLLOW THE\nGUIDELINES OF THE FEDERAL FAIR DEBT COLLECTION PRACTICES ACT (FDCPA).\n\nTHE COLLECTION PROCESS\n\nCustomer is issued a monthly billing statement 16 to 20 days before payment\nis due.\n\nXLII    All accounts are issued to the Computer Assisted Collection System\n        (CACS) at 5 days delinquent or at such other dates of delinquency as\n        determined by historical payment patterns of the account.\n\nXLIII   Accounts are then segregated into two groups, those less than 30 days\n        delinquent and those over 30 days delinquent.\n\nXLIV    Accounts less than 30 days delinquent are further segregated into\n        accounts that have good residential and business phone numbers and\n        those that do not.\n\nXLV     For those that have good phone numbers, they are assigned to the\n        Melita Group.\n\nXLVI    For those without good phone numbers, they are assigned to the\n        front-end collector.\n\nXLVII   In both groups, all reasonable collection efforts are made to avoid\n        the account rolling over 30 days delinquent, including the use of\n        collection letters.  Collection letters may be utilized between 15 and\n        25 days delinquent.\n\nXLVIII  At the time the account reaches 31 days delinquent, it is assigned to\n        a mid-range collector.  At this time the collector identifies the\n        necessity of any default notification required by state law.\n\nXLIX    Once the account exceeds 60 days in delinquency, it is\n        assigned to a hard-core collector.  The hard-core collector then\n        continues the collection effort.  If the account cannot be resolved\n        through normal collection efforts, i.e. satisfactory payment\n        arrangements, then the account may be submitted for repossession\n        approval, either voluntary or by an approved outside contractor or\n        if necessary for sequestration approval.  All repossessions and\n        sequestrations must be approved by the Director of Collections or an\n        Assistant Vice President.\n\n\n\n                                     C-1\n\n\n\nL       CACS allows the individual collector to accurately document and update\n        each account pertaining to telephone calls and correspondence created as\n        a result of contact with the customer.\n\nREPOSSESSIONS\n\nIf repossession of the collateral occurs, whether voluntary or involuntary, the\nfollowing steps are taken:\n\nLI      Notification of repossession to proper authorities when necessary.\n\nLII     Inventory of all personal property is taken and a condition\n        report is done on the vehicle.  Pictures are also taken of the\n        vehicle.\n\nLIII    Written notification, as required by state law, to customer(s)\n        concerning their rights of redemption or reinstatement along with\n        information on how to obtain any personal property that was in the\n        vehicle at the time of repossession.\n\nLIV     Written request to the originating dealer for all refunds due for\n        dealer adds.\n\nLV      Collateral disposition through public or private sale, (dictated by\n        state law), in a commercially reasonable manner, whenever possible\n        through a Manheim or Adessa Auto Auction.\n\nLVI     After the collateral is liquidated, the debtor(s) is notified in writing\n        of the deficiency balance owed, if any.\n\nUSE OF DUE DATE CHANGES\n\nDue dates may be changed subject to the following conditions:\n\nLVII    The account is contractually current or will be brought current with\n        the due date change.\n\nLVIII   Due date changes cannot exceed the total of 15 days over the life of\n        the contract.\n\nLIX     The first installment payment has been paid in full.\n\nLX      Only one date change in a twelve month period.\n\nLXI     Any exceptions to the above stated policy must be approved by the\n        Director of Collections or an Assistant Vice President.\n\n\n                           C-2\n\n\n\nUSE OF PAYMENT DEFERMENTS\n\nA payment deferral is offered to customers who have encountered temporary\nfinancial difficulties.\n\nLXII    Minimum of six payments have been made on the account.\n\nLXIII   The account will be brought current with the deferment, but not paid\n        ahead.\n\nLXIV    A deferment fee is collected on all transactions.\n\nLXV     Only one deferment transaction can be performed in a twelve month\n        period.\n\nLXVI    No more than two payments may be deferred in a twelve month period,\n        and no more than eight total payments may be deferred over the life of\n        the loan.\n\nLXVII   Any exceptions to the above stated policy must be approved by the\n        Director of Collections or Assistant Vice President.\n\nCHARGE-OFFS\n\nLXVIII  When a Post Repossession Notice is generated on an account, the account\n        may be partially charged-off on the date that the notice legally\n        expires.  The partial charge-off calculation is based on the expected\n        residual value of the vehicle at time of sale.  Adjustments to the\n        account are made once final liquidation of the vehicle occurs.\n\nLXIX    It is AmeriCredit's policy that any account that is not successfully\n        recovered by 180 days delinquent is submitted to the Director of\n        Collections for approval and charge-off.\n\nLXX     It is AmeriCredit's policy to carry all Chapter 13 bankruptcy accounts\n        until confirmation of the plan.  Once the plan is approved, a partial\n        charge-off is taken for the unsecured portion of the account.  On fully\n        reaffirmed Chapter 7 bankruptcy accounts, the accounts are deferred\n        current at the time of discharge.\n\nDEFICIENCY COLLECTIONS\n\n\nLXXI    Contact is made with the customer in an attempt to establish acceptable\n        payment arrangements or settlements on the account.\n\nLXXII   If the customer is unwilling to do so, AmeriCredit may invoke any legal\n        collection remedy that the state allows, i.e., judgements, garnishments,\n        etc.\n\n\n                                     C-3\n\n\n\n                                                                      EXHIBIT A\n\n\n                           FORM OF CLASS A CERTIFICATE\n\n\n                   SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS\n\n\n\n                THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE \"SECURITIES ACT\"), OR THE SECURITIES LAWS OF ANY\nSTATE IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH\nSTATE SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY\nBE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION\n7.3 OF THE POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i) PURSUANT TO AN\nEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A\nTRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT\nAND APPLICABLE STATE SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON\nWHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER\nWITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT\nTHE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C)\nUPON THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE\nAGREEMENT.  NEITHER THE SELLER, THE SERVICER NOR THE TRUSTEE IS OBLIGATED TO\nREGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE\nSECURITIES LAWS.\n\n                NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE\nUNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION LETTER\nIN SUBSTANTIALLY THE FORM REQUIRED BY THE AGREEMENT REFERRED TO BELOW FROM\nTHE TRANSFEREE OF THIS CERTIFICATE OR SUCH OTHER REPRESENTATIONS (OR AN\nOPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER OR CS FIRST BOSTON\nCORPORATION, TO THE EFFECT THAT SUCH A TRANSFER MAY BE MADE PURSUANT TO AN\nEXEMPTION FROM THE SECURITIES ACT, INCLUDING RULE 144A THEREUNDER, AND\nAPPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE WILL NOT ACQUIRE\nTHIS CERTIFICATE WITH THE ASSETS OF ANY \"EMPLOYEE BENEFIT PLAN\" AS DEFINED IN\nSECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS\nAMENDED (\"ERISA\") OR SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986,\nAS AMENDED (THE \"CODE\"), (B) SPECIFIED CONDITIONS OF AN \"UNDERWRITER\nEXEMPTION\" DESCRIBED IN SECTION V(H) OF PROHIBITED\n\n\n                                     A-1\n\n\n\n\nTRANSACTION CLASS EXEMPTION 95-60 ARE SATISFIED WITH RESPECT TO SUCH\nTRANSFEREE OR (C) IN THE CASE OF A TRANSFER TO AN INSURANCE COMPANY GENERAL\nACCOUNT, EITHER (A) ABOVE, (B) ABOVE OR, PURSUANT TO SECTION I OF PROHIBITED\nTRANSACTION CLASS EXEMPTION 95-60 (\"PTCE 95-60\"), THE ACQUISITION AND HOLDING\nOF THE CERTIFICATE AND, PURSUANT TO SECTION III OF PTCE 9560, THE SERVICING,\nMANAGEMENT AND OPERATION OF THE TRUST ARE, WITH RESPECT TO SUCH TRANSFEREE,\nEXEMPT FROM THE \"PROHIBITED TRANSACTION\" PROVISIONS OF ERISA AND THE CODE.\n\n\n                                     A-2\n\n\n\n\n                   AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1995-B\n\n                       6.10% ASSET BACKED CERTIFICATE, CLASS A\n\nNUMBER\nA-1                                                                $____________\n\n                THIS CERTIFIES THAT ____________ is the registered owner of a\n____________ dollars nonassessable, fully-paid, fractional undivided interest\nin the AmeriCredit Automobile Receivables Trust 1995-B (the \"Trust\") formed\nby AmeriCredit Financial Services, Inc., a Delaware corporation (the\n\"Seller\").  The Trust was created pursuant to a Pooling and Servicing\nAgreement dated as of November 20, 1995 (the \"Agreement\"), among AmeriCredit\nFinancial Services, Inc. (\"AmeriCredit\"), as seller and servicer (the\n\"Seller\" or the \"Servicer\"), and LaSalle National Bank, as trustee (the\n\"Trustee\"), a summary of certain of the pertinent provisions of which is set\nforth below.  Reference is made to the further provisions of this Class A\nCertificate set forth in the attached pages 3 through 7, which further\nprovisions shall for all purposes have the same effect as if set forth at\nthis place.  Unless the certificate of authentication hereon shall have been\nexecuted by an authorized signatory of the Trustee, by manual signature, this\nClass A Certificate shall not entitle the holder hereof to any benefit under\nthe Agreement or be valid for any purpose.  All capitalized terms not\notherwise defined herein have the meanings assigned to them in the Agreement.\n\n                IN WITNESS WHEREOF, the Trustee on behalf of the Trust and\nnot in its individual capacity has caused this Class A Certificate to be duly\nexecuted.\n\n                                         AMERICREDIT AUTOMOBILE\n                                         RECEIVABLES TRUST 1995-B\n\n                                         By:  LASALLE NATIONAL BANK, as\n                                              Trustee\n\n\n                                         By: ---------------------------------\nDATED:  December 19, 1995\n\n                 This is one of the Class A Certificates referred\n                        to in the within-mentioned Agreement.\n\n                                         LaSalle National Bank, as Trustee\n\n\n                                          By: --------------------------------\n                                              Authorized Signatory\n\n\n                                       A-3\n\n\n\n                This Certificate evidences a fractional undivided interest in\nthe Trust, as defined above, the property of which includes a pool of retail\ninstallment sale contracts secured by new and used automobiles and light\ntrucks and sold to the Trust by the Seller.  This Certificate does not\nrepresent an interest in or obligation of the Seller, in its individual\ncapacity or as the Servicer or any of their respective affiliates thereof,\nexcept to the extent described below.\n\n                To the extent not otherwise defined herein, the capitalized\nterms used herein have the meanings assigned to them in the Agreement.  This\nCertificate is one of the duly authorized Certificates designated as \"6.10%\nAsset Backed Certificates, Class A\" (herein called the \"Class A\nCertificates\").  Also issued under the Agreement are Certificates designated\nas \"6.10% Asset Backed Certificates, Class B\" (the \"Class B Certificates\").\nThe Class B Certificates and the Class A Certificates are hereinafter\ncollectively called the \"Certificates.\"  The Class A Certificates represent\ninitially, or in the aggregate, 92% of the principal balance of all\nCertificates.  This Class A Certificate is issued under and is subject to the\nterms, provisions, and conditions of the Agreement, to which Agreement the\nholder of this Class A Certificate by virtue of the acceptance hereof assents\nand by which such holder is bound.  The property of the Trust includes (as\nmore fully described in the Agreement) a pool of retail installment sale\ncontracts for new and used automobiles and light duty trucks (the\n\"Receivables\"), certain monies due thereunder on or after November 20, 1995,\nsecurity interests in the vehicles financed thereby, certain bank accounts\nand the proceeds thereof, property securing the Receivables and held by the\nTrustee, proceeds from claims on physical damage, credit life and disability\ninsurance policies covering vehicles financed thereby and the obligors\nthereunder, all Collateral Insurance relating to the Receivables and the\nfinanced vehicles, certain rights against Dealers and in contracts with\nDealers, all right, title and interest of the Seller in and to this Agreement\nand any and all proceeds of the foregoing.\n\n                Under the Agreement, there will be distributed on the 12th\nday of each month or, if such 12th day is not a Business Day, the next\nBusiness Day (the \"Distribution Date\"), commencing on January 12, 1996, to\nthe person in whose name this Class A Certificate is registered at the close\nof business on the last day of the prior calendar month (the \"Accounting\nDate\"), to the extent available from the Amount Available, such Class A\nCertificateholder's fractional undivided interest in the sum of the Class A\nInterest Distributable Amount for such Distribution Date, any outstanding\nClass A Interest Carryover Shortfall for such Distribution Date, the Class A\nPrincipal Distributable Amount for such Distribution Date and any Class A\nPrincipal Carryover Shortfall for such Distribution Date.\n\n                Except as otherwise provided in the Agreement, distributions\non this Class A Certificate will be made by the Trustee by wire transfer (as\nprovided in the Agreement), check or money order mailed to the Class A\nCertificateholder of record in the Certificate Register without the\npresentation or surrender of this Class A Certificate or the making of any\nnotation hereon.  Except as otherwise provided in the Agreement and\nnotwithstanding the above, the final distribution on this Class A Certificate\nwill be made after due notice by\n\n\n                                       A-4\n\n\n\nthe Trustee of the pendency of such distribution and only upon presentation\nand surrender of this Class A Certificate at the office or agency maintained\nfor that purpose by the Trustee in Chicago, Illinois.  The Accounting Date\notherwise applicable to such distribution shall not be applicable.\n\n                The Certificates do not represent an obligation of, or an\ninterest in, the Seller, the Servicer, the Trustee or any affiliate of any of\nthem.  The Certificates are limited in right of payment to certain\ncollections and recoveries respecting the Receivables, all as more\nspecifically set forth in the Agreement.  A copy of the Agreement may be\nexamined during normal business hours at the principal office of the Seller,\nand at such other places, if any, designated by the Seller, by any\nCertificateholder upon request.\n\n                As provided in the Agreement, so long as no Insurer Default\nhas occurred and is continuing, with certain exceptions whenever Class A\nCertificateholder action, consent or approval is required under the\nAgreement, such action, consent or approval shall be deemed to have been\ntaken or given on behalf of, and shall be binding upon, all Class A\nCertificateholders if the Security Insurer agrees to take such action or give\nsuch consent or approval.  If an Insurer Default shall have occurred and is\ncontinuing, no Certificateholder shall have any right by virtue or by\navailing itself of any provisions of the Agreement to institute any suit,\naction, or proceeding in equity or at law upon or under or with respect to\nthe Agreement, unless such Holder previously shall have given to the Trustee\na written notice of default and of the continuance thereof, as provided in\nthe Agreement and unless also the Holders of Certificates evidencing not less\nthan 25% of the sum of the Class A Certificate Balance and the Class B\nCertificate Balance, or, if there are no Class A Certificates then\noutstanding, by Holders of Class B Certificates evidencing not less than 25%\nof the Class B Certificate Balance shall have made written request upon the\nTrustee to institute such action, suit or proceeding in its own name as\nTrustee under the Agreement.\n\n                The Agreement permits, with certain exceptions therein\nprovided, the amendment thereof and the modification of the rights and\nobligations of the Seller and the rights of the Certificateholders under the\nAgreement at any time by the Seller and the Trustee with the consent of the\nSecurity Insurer and the Holders of Certificates, voting together as a Class,\nevidencing not less than a Certificate Majority.  Any such consent by the\nHolder of this Certificate shall be conclusive and binding on such Holder and\non all future Holders of this Certificate and of any Certificate issued upon\nthe registration of transfer hereof or in exchange herefor or in lieu hereof\nwhether or not notation of such consent is made upon this Certificate.  The\nAgreement also permits the amendment thereof, in certain limited\ncircumstances, without the consent of the Holders of any of the Certificates.\n\n                As provided in the Agreement and subject to certain\nlimitations set forth therein, the transfer of this Certificate is\nregistrable in the Certificate Registrar upon surrender of this Certificate\nfor registration of transfer at the offices or agencies maintained by the\nTrustee in its capacity as Certificate Registrar, or by any successor\nCertificate Registrar, in the City of Chicago, Illinois, accompanied by a\nwritten instrument of transfer\n\n\n                                       A-5\n\n\n\nin form satisfactory to the Trustee and the Certificate Registrar duly\nexecuted by the holder hereof or such holder's attorney duly authorized in\nwriting, and thereupon one or more new Certificates of authorized\ndenominations evidencing the same aggregate interest in the Trust will be\nissued to the designated transferee.\n\n                The Class A Certificates and the Class B Certificates are\nissuable only as registered Certificates without coupons in denominations of\n$1,000 and integral multiples of $1,000 in excess thereof; however, one\nCertificate of each such Class may be issued in a denomination representing\nor including any remaining portion of the original Class A Certificate\nBalance or the original Class B Certificate Balance, as the case may be.  As\nprovided in the Agreement and subject to certain limitations therein set\nforth, Certificates are exchangeable for new Certificates of authorized\ndenominations evidencing the same aggregate denomination, as requested by the\nholder surrendering the same.  No service charge will be made for any such\nregistration of transfer or exchange, but the Trustee may require payment of\na sum sufficient to cover any tax or governmental charges payable in\nconnection therewith.\n\n                The Trustee, the Certificate Registrar, and any agent of the\nTrustee or the Certificate Registrar may treat the person in whose name this\nClass A Certificate is registered as the owner hereof for all purposes, and\nneither the Trustee, the Certificate Registrar, nor any such agent shall be\naffected by any notice to the contrary.\n\n                Each Certificateholder by purchase of the Certificates held\nby it acknowledges that the Seller, as partial consideration of the issuance\nof the Policy, has agreed that the Security Insurer shall have certain rights\nhereunder for so long as no Insurer Default shall have occurred and be\ncontinuing.  So long as an Insurer Default has occurred and is continuing,\nany provision giving the Security Insurer the right to direct, appoint or\nconsent to, approve of, or take any action under this Agreement shall be\ninoperative during the period of such Insurer Default and such right shall\ninstead vest in the Trustee acting at the direction of the Holders of\nCertificates.  The Security Insurer may disclaim any of its rights and powers\nunder this Agreement (but not its duties and obligations under the Policy)\nupon delivery of a written notice to the Trustee.  The Security Insurer may\ngive or withhold any consent hereunder in its sole and absolute discretion.\n\n                The obligations and responsibilities created by the Agreement\nand the Trust created thereby shall terminate upon the payment to\nCertificateholders of all amounts required to be paid to them pursuant to the\nAgreement and the disposition of all property held as part of the Trust.  The\nServicer of the Receivables may at its option purchase the corpus of the\nTrust at a price specified in the Agreement, and such purchase of the\nReceivables and other property of the Trust will effect early retirement of\nthe Certificates; however, such right of purchase is exercisable only as of\nthe last day of any Collection Period as of which the Class A Certificate\nBalance is less than 10% of the Cut-Off Date Class A Certificate Balance.\n\n\n                                       A-6\n\n\n\n                The recitals contained herein (other than the certificate of\nauthentication herein) shall be taken as the statements of the Seller or the\nServicer, as the case may be, and the Trustee assumes no responsibility for\nthe correctness thereof.  The Trustee makes no representations as to the\nvalidity or sufficiency of this Certificate (other than the certificate of\nauthentication herein), or of any Receivable or related document.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       A-7\n\n\n\n                                   ASSIGNMENT\n\n                FOR VALUE RECEIVED the undersigned hereby sells, assigns and\ntransfers unto\n\nPLEASE INSERT SOCIAL SECURITY\nOR OTHER IDENTIFYING NUMBER\nOF ASSIGNEE\n\n\n_______________________________\n(Please print or typewrite name and address, including postal zip code, of\nassignee)\n\n\n_______________________________\nthe within Certificate, and all rights thereunder, hereby irrevocably\nconstituting and appointing\n\n________________________ Attorney to transfer said Certificate on the books\nof the Certificate Registrar, with full power of substitution in the premises.\n\nDated:\n\n\n                                                  _____________________________*\n                                                     Signature Guaranteed:\n\n\n\n                                                  _____________________________*\n\n\n*  NOTICE:  The signature to this assignment must correspond with the name as\nit appears upon the face of the within Certificate in every particular,\nwithout alteration, enlargement or any change whatever.  Such signature must\nbe guaranteed by a member firm of the New York Stock Exchange or a commercial\nbank or trust company.\n\n\n\n                                       A-8\n\n\n                                                                     EXHIBIT B\n\n\n                           FORM OF CLASS B CERTIFICATE\n\n\n                   SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS\n\n                THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF CERTAIN PAYMENTS\nTO THE CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.\nIN ADDITION, ALL DISTRIBUTIONS HEREON ARE SUBJECT TO THE PRIOR CLAIMS OF\nCERTAIN PARTIES TO RECEIVE AMOUNTS ON DEPOSIT IN THE SPREAD ACCOUNT.\n\n                THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE \"SECURITIES ACT\"), OR THE SECURITIES LAWS OF ANY\nSTATE IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH\nSTATE SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY\nBE MADE UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION\n7.3 OF THE POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i) PURSUANT TO AN\nEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A\nTRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT\nAND APPLICABLE STATE SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON\nWHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER\nWITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT\nTHE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C)\nUPON THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE\nAGREEMENT.  NEITHER THE SELLER, THE SERVICER, THE TRUST NOR THE TRUSTEE IS\nOBLIGATED TO REGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY\nAPPLICABLE STATE SECURITIES LAWS.\n\n                NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE\nUNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A REPRESENTATION LETTER\nIN SUBSTANTIALLY THE FORM REQUIRED BY THE AGREEMENT REFERRED TO BELOW FROM\nTHE TRANSFEREE OF THIS CERTIFICATE OR SUCH OTHER REPRESENTATIONS (OR AN\nOPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER OR CS FIRST BOSTON\nCORPORATION, TO THE EFFECT THAT SUCH A TRANSFER MAY BE MADE PURSUANT TO AN\nEXEMPTION FROM THE SECURITIES ACT, INCLUDING RULE 144A THEREUNDER, AND\nAPPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE WILL NOT ACQUIRE\nTHIS CERTIFICATE WITH THE\n\n\n                                       B-1\n\n\n\nASSETS OF ANY \"EMPLOYEE BENEFIT PLAN\" AS DEFINED IN SECTION 3(3) OF THE\nEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (\"ERISA\") OR\nSECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE\n\"CODE\"), (B) IN THE CASE OF A TRANSFER TO AN INSURANCE COMPANY GENERAL\nACCOUNT, EITHER (A) ABOVE OR, PURSUANT TO SECTION I OF PROHIBITED TRANSACTION\nCLASS EXEMPTION 95-60 (\"PTCE 9560\"), THE ACQUISITION AND HOLDING OF THE\nCERTIFICATE AND, PURSUANT TO SECTION III OF PTCE 95-60, THE SERVICING,\nMANAGEMENT AND OPERATION OF THE TRUST ARE, WITH RESPECT TO SUCH TRANSFEREE,\nEXEMPT FROM THE \"PROHIBITED TRANSACTION\" PROVISIONS OF ERISA AND THE CODE.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       B-2\n\n\n\n                AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1995-B\n                       ASSET BACKED CERTIFICATE, CLASS B\n\nNUMBER\nRB                                                                $____________\n\n                THIS CERTIFIES THAT ____________ is the registered owner of a\n$_______ dollars nonassessable, fully-paid, fractional undivided interest in\nthe AmeriCredit Automobile Receivables Trust 1995-B (the \"Trust\") formed by\nAmeriCredit Financial Services, Inc., a Delaware corporation (the \"Seller\").\nThe Trust was created pursuant to a Pooling and Servicing Agreement dated as\nof November 20, 1995 (the \"Agreement\"), among AmeriCredit Financial Services,\nInc. (\"AmeriCredit\"), as seller and servicer (the \"Seller\" or the \"Servicer\"),\nand LaSalle National Bank, as Trustee (the \"Trustee\"), a summary of certain\nof the pertinent provisions of which is set forth below.\n\n                Reference is made to the further provisions of this Class B\nCertificate set forth in the attached pages 3 through 7, which further\nprovisions shall for all purposes have the same effect as if set forth at\nthis place.  Unless the certificate of authentication hereon shall have been\nexecuted by an authorized signatory of the Trustee, by manual signature, this\nClass B Certificate shall not entitle the holder hereof to any benefit under\nthe Agreement or be valid for any purpose.  All capitalized terms not\notherwise defined herein have the meanings assigned to them in the Agreement.\n\n                IN WITNESS WHEREOF, the Trustee on behalf of the Trust and\nnot in its individual capacity has caused this Class B Certificate to be duly\nexecuted.\n\n                                        AMERICREDIT AUTOMOBILE\n                                        RECEIVABLES TRUST 1995-B\n\n                                        By: LaSalle National Bank, as Trustee\n\n\n                                        By: ----------------------------------\nDATED:  December   , 1995\n\n                This is one of the Class B Certificates referred\n                      to in the within-mentioned Agreement.\n\n                                        LaSalle National Bank, as Trustee\n\n\n                                        By: ----------------------------------\n                                         Authorized Signatory\n\n\n                                       B-3\n\n\n\n                This Certificate evidences a fractional undivided interest in\nthe Trust, as defined below, the property of which includes a pool of retail\ninstallment sale contracts secured by new and used automobiles and light duty\ntrucks and sold to the Trust by the Seller.  This Certificate does not\nrepresent an interest in or obligation of the Seller, in its individual\ncapacity or as the Servicer or any of their respective affiliates thereof,\nexcept to the extent described below.\n\n                To the extent not otherwise defined herein, the capitalized\nterms used herein have the meanings assigned to them in the Agreement.  This\nCertificate is one of the duly authorized Certificates designated as \"Asset\nBacked Certificates, Class B\" (herein called the \"Class B Certificates\").\nAlso issued under the Agreement are Certificates designated as \"6.10% Asset\nBacked Certificates, Class A\" (the \"Class A Certificates\").  The Class B\nCertificates and the Class A Certificates are hereinafter collectively called\nthe \"Certificates.\"  This Class B Certificate is issued under and is subject\nto the terms, provisions, and conditions of the Agreement, to which Agreement\nthe holder of this Class B Certificate by virtue of the acceptance hereof\nassents and by which such holder is bound. The property of the Trust includes\n(as more fully described in the Agreement) a pool of retail installment sale\ncontracts for new and used automobiles and light duty trucks (the\n\"Receivables\"), certain monies due thereunder on or after November 20, 1995,\nsecurity interests in the vehicles financed thereby, certain bank accounts\nand the proceeds thereof, property securing the Receivables and held by the\nTrustee, proceeds from claims on physical damage, credit life and disability\ninsurance policies covering vehicles financed thereby and the obligors\nthereunder, all Collateral Insurance relating to the Receivables and the\nfinanced vehicles, certain rights against Dealers and in contracts with\nDealers, all right, title and interest of the Seller in and to this Agreement\nand any and all proceeds of the foregoing.  The rights of the holders of the\nClass B Certificates to receive certain payments are subordinated to the\nrights of the holders of the Class A Certificates, as set forth in the\nAgreement.  In addition, all distributions hereon are subject to the prior\nclaims of certain parties to receive amounts on deposit in the Spread Account.\n\n                Under the Agreement, on the 12th day of each month or, if\nsuch 12th day is not a Business Day, the next Business Day (the \"Distribution\nDate\"), commencing on January 12, 1996, the Class B Distributable Amount (as\ndefined in the Agreement) will be applied as follows:\n\n                _        (A)  to the Security Insurer, to the extent of any\n        amounts owing to the Security Insurer under the Insurance Agreement\n        and not paid, whether or not AmeriCredit is also obligated to pay\n        such amounts; and\n\n                _        (B)  to the Collateral Agent for deposit in the\n        Spread Account the remaining Available Funds; and\n\n                Amounts will only be distributed to the Holder of the\nClass B Certificate as such amounts are released from the Spread\nAccount.  However, for all purposes of the\n\n\n                                       B-4\n\n\n\nAgreement and for federal income tax purposes the full amount of the Class B\nDistributable Amount will be deemed distributed to the Class B\nCertificateholders on each Distribution Date, notwithstanding that all of\nsuch amount shall be turned over to the Security Insurer or deposited to the\nSpread Account on such Distribution Date.\n\n                Amounts released from the Spread Account on such Distribution\nDate shall be paid to the person in whose name this Class B Certificate is\nregistered at the close of business on the last day of the prior calendar\nmonth (the \"Accounting Date\").\n\n                Except as otherwise provided in the Agreement, distributions\non this Class B Certificate will be made by the Trustee by wire transfer (as\nprovided in the Agreement), check or money order mailed to the Class B\nCertificateholder of record in the Certificate Register without the\npresentation or surrender of this Class B Certificate or the making of any\nnotation hereon.  Except as otherwise provided in the Agreement and\nnotwithstanding the above, the final distribution on this Class B Certificate\nwill be made after due notice by the Trustee of the pendency of such\ndistribution and only upon presentation and surrender of this Class B\nCertificate at the office or agency maintained for that purpose by the\nTrustee in Chicago, Illinois.\n\n                The Certificates do not represent an obligation of, or an\ninterest in, the Seller, the Servicer, the Trustee or any affiliate of any of\nthem.  The Certificates are limited in right of payment to certain\ncollections and recoveries respecting the Receivables, all as more\nspecifically set forth in the Agreement.  A copy of the Agreement may be\nexamined during normal business hours at the principal office of the Seller,\nand at such other places, if any, designated by the Seller, by any\nCertificateholder upon request.\n\n                The Agreement permits, with certain exceptions therein\nprovided, the amendment thereof and the modification of the rights and\nobligations of the Seller and the rights of the Certificateholders under the\nAgreement at any time by the Seller and the Trustee with the consent of the\nSecurity Insurer and the Holders of Certificates, voting together as a Class,\nevidencing not less than a Certificate Majority.  Any such consent by the\nHolder of this Certificate shall be conclusive and binding on such Holder and\non all future Holders of this Certificate and of any Certificate issued upon\nthe registration of transfer hereof or in exchange herefor or in lieu hereof\nwhether or not notation of such consent is made upon this Certificate.  The\nAgreement also permits the amendment thereof, in certain limited\ncircumstances, without the consent of the Holders of any of the Certificates.\nNotwithstanding the foregoing, however, no consent of any Class A\nCertificateholder or Class B Certificateholder shall be required in\nconnection with any amendment in order for the Seller to sell, assign,\ntransfer or otherwise dispose of the excess interest.\n\n                As provided in the Agreement and subject to certain\nlimitations set forth therein, the transfer of this Certificate is\nregistrable in the Certificate Registrar upon surrender of this Certificate\nfor registration of transfer at the offices or agencies maintained by the\nTrustee in its capacity as Certificate Registrar, or by any successor\nCertificate\n\n\n                                       B-5\n\n\n\nRegistrar, in Chicago, Illinois, accompanied by a written instrument of\ntransfer in form satisfactory to the Trustee and the Certificate Registrar\nduly executed by the holder hereof or such holder's attorney duly authorized\nin writing, and thereupon one or more new Certificates of authorized\ndenominations evidencing the same aggregate interest in the Trust will be\nissued to the designated transferee.\n\n                The Class A Certificates and Class B Certificates are\nissuable only as registered Certificates without coupons in denominations of\n$1,000,000 and integral multiples of $1,000 in excess thereof; however, one\nCertificate of each such Class may be issued in a denomination representing\nor including any remaining portion of the original Class A Certificate\nBalance or the original Class B Certificate Balance, as the case may be.  As\nprovided in the Agreement and subject to certain limitations therein set\nforth, Certificates are exchangeable for new Certificates of authorized\ndenominations evidencing the same aggregate denomination, as requested by the\nholder surrendering the same.  No service charge will be made for any such\nregistration of transfer or exchange, but the Trustee may require payment of\na sum sufficient to cover any tax or governmental charges payable in\nconnection therewith.\n\n                Each Certificateholder by purchase of the Certificates held\nby it acknowledges that the Trustee, as partial consideration of the issuance\nof the Policy, has agreed that the Security Insurer shall have certain rights\nhereunder for so long as no Insurer Default shall have occurred and be\ncontinuing.  So long as an Insurer Default has occurred and is continuing,\nany provision giving the Security Insurer the right to direct, appoint or\nconsent to, approve of, or take any action under this Agreement shall be\ninoperative during the period of such Insurer Default and such right shall\ninstead vest in the Trustee acting at the direction of the Holders of\nCertificates.  The Security Insurer may disclaim any of its rights and powers\nunder this Agreement (but not its duties and obligations under the Policy)\nupon delivery of a written notice to the Trustee.  The Security Insurer may\ngive or withhold any consent hereunder in its sole and absolute discretion.\n\n                The Trustee, the Certificate Registrar, and any agent of the\nTrustee or the Certificate Registrar may treat the person in whose name this\nClass B Certificate is registered as the owner hereof for all purposes, and\nneither the Trustee, the Certificate Registrar, nor any such agent shall be\naffected by any notice to the contrary.\n\n                The obligations and responsibilities created by the Agreement\nand the Trust created thereby shall terminate upon the payment to\nCertificateholders of all amounts required to be paid to them pursuant to the\nAgreement and the disposition of all property held as part of the Trust.  The\nServicer of the Receivables may at its option purchase the corpus of the\nTrust at a price specified in the Agreement, and such purchase of the\nReceivables and other property of the Trust will effect early retirement of\nthe Certificates; however, such right of purchase is exercisable only as of\nthe last day of any Collection Period as of which the Class A Certificate\nBalance is less than 10% of the Cut-Off Date Class A Certificate Balance.\n\n\n                                       B-6\n\n\n\n                The recitals contained herein (other than the certificate of\nauthentication herein) shall be taken as the statements of the Seller or the\nServicer, as the case may be, and the Trustee assumes no responsibility for\nthe correctness thereof.  The Trustee makes no representations as to the\nvalidity or sufficiency of this Certificate (other than the certificate of\nauthentication herein), or of any Receivable or related document.\n\n\n                                       B-7\n\n\n\n                                   ASSIGNMENT\n\n                FOR VALUE RECEIVED the undersigned hereby sells, assigns and\ntransfers unto\n\nPLEASE INSERT SOCIAL SECURITY\nOR OTHER IDENTIFYING NUMBER\nOF ASSIGNEE\n\n\n_______________________________\n(Please print or typewrite name and address, including postal zip code, of\nassignee)\n\n\n_______________________________\nthe within Certificate, and all rights thereunder, hereby irrevocably\nconstituting and appointing\n\n________________________ Attorney to transfer said Certificate on the books\nof the Certificate Registrar, with full power of substitution in the premises.\n\nDated:\n\n\n                                                  ---------------------------*\n                                                     Signature Guaranteed:\n\n\n\n                                                  ---------------------------*\n\n\n* NOTICE:  The signature to this assignment must correspond with the name as\nit appears upon the face of the within Certificate in every particular,\nwithout alteration, enlargement or any change whatever.  Such signature must\nbe guaranteed by a member firm of the New York Stock Exchange or a commercial\nbank or trust company.\n\n\n                                       B-8\n\n\n                                                                     EXHIBIT C\n\n                       FORM OF SERVICER'S CERTIFICATE\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       C-1\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6550,6685],"corporate_contracts_industries":[9415,9416],"corporate_contracts_types":[9564,9560],"class_list":["post-41211","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-abn-amro-holding-nv","corporate_contracts_companies-americredit-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-financial__credit","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41211","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41211"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41211"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41211"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41211"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}