{"id":41212,"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-services2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"pooling-and-servicing-agreement-americredit-financial-services2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/pooling-and-servicing-agreement-americredit-financial-services2.html","title":{"rendered":"Pooling and Servicing Agreement &#8211; AmeriCredit Financial Services Inc. and LaSalle National Bank"},"content":{"rendered":"<pre>\n            THIS  POOLING  AND  SERVICING  AGREEMENT  (\"this Agreement\"),  \ndated as of February 12, 1996,  is  made  with respect  to  the  formation  \nof the  AmeriCredit  Automobile Receivables  Trust  1996-A (the \"Trust\"), \namong  AmeriCredit Financial    Services,   Inc.,   a   Delaware   \ncorporation, (\"AmeriCredit\") (in its capacity as Servicer, the \"Servicer\" and \nin  its  capacity as Seller, the \"Seller\"), AmeriCredit Receivables   Corp.  \n(\"ARC\")  as  the   Initial   Class   B Certificateholder  and  LaSalle \nNational  Bank,  a  national banking  association,  as Trustee  (in  such  \ncapacity,  the \"Trustee\"),  as  Backup  Servicer  (in  such  capacity,  the \n\"Backup   Servicer\")  and  as  Collateral  Agent  (in   such capacity, the \n\"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,  \nwhen  executed  and  authenticated   by   the Trustee,  valid  instruments, \nand to make this  Agreement  a valid  agreement, in accordance with their  \nand  its  terms, have been done; and\n\n          WHEREAS, LaSalle National Bank is willing to serve in the capacity \nof Trustee and Backup Servicer hereunder.\n\n          NOW,  THEREFORE, in consideration of the premises and  the mutual \nagreements herein contained, the Seller, the Servicer,  ARC,  the Trustee and \nthe Backup Servicer  hereby agree as follows:\n\nI                       DEFINITIONS\n\n\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  \nand  phrases,  unless  the context   otherwise  requires,  shall  have  the   \nfollowing meanings:\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  last \nday  of the Collection Period  immediately preceding such Distribution Date.\n\n          Administrative Receivable:  With respect  to  any Collection  \nPeriod,  a  Receivable  which  the  Servicer  is required  to purchase \npursuant to Section 4.7 or  which  the Servicer has elected to purchase \npursuant to Section  4.4(c) on the Deposit Date with respect to such \nCollection Period.\n\n          Affiliate:  With respect to any Person, any other Person directly \nor indirectly controlling, controlled by, or under  direct or indirect common \ncontrol with such specified Person.  For the purposes of this definition, \n\"control\" when used  with respect to any specified Person, means the  power \nto  direct the management and voting securities, by contract or  otherwise; \nand the terms \"controlling\" and  \"controlled\" have meanings correlative to \nthe foregoing.\n\n          Aggregate Principal Balance:  With respect to any Determination  \nDate,  the  sum  of  the  Principal  Balances (computed  as  of  the  related \nAccounting  Date)  for  all Receivables  (other than (i) any Receivable  \nthat  became  a Liquidated  Receivable during the related Collection  Period \nand  (ii)  any Receivable that became a Purchased Receivable on the \nimmediately preceding 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 \n\n\n\nDistribution  Date, the sum of (i) the Available  Funds  for the  immediately \npreceding Determination Date, plus (ii) the Deficiency  Claim Amount, if any, \nreceived  by  the  Trustee with  respect  to  such Distribution Date,  plus  \n(iii)  the Policy  Claim  Amount, if any, received by the Trustee  with \nrespect 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 \nof accessories, insurance  premiums, service and warranty  contracts,  other \nitems  customarily  financed as part  of  retail  automobile installment sale \ncontracts or promissory notes, and  related costs.\n\n           Annual Percentage Rate or APR:  With respect to a Receivable, the \nrate per annum of finance charges stated  in such Receivable as the \"annual \npercentage rate\" (within  the meaning of the Federal Truth-in-Lending Act).  \nIf 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  \ninsolvency  proceeding  involving  the  Obligor  or (ii) pursuant to the \nSoldiers' and Sailors' Civil Relief Act of  1940, Annual Percentage Rate or \nAPR shall refer to  such reduced rate.\n\n           Annual Trustee's Fee:  Shall have the meaning set forth in Section \n11.6.\n\n           ARC:   AmeriCredit Receivables Corp., a  Delaware corporation.\n\n           Available   Funds:    With   respect   to   any Determination \nDate, the sum of (i) the Collected  Funds  for such Determination Date, (ii) \nall Purchase Amounts deposited in  the  Collection Account on the related \nDeposit Date  and (iii) all income from investments of funds in the \nCollection Account during the 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\n\n           Basic  Servicing  Fee:   With  respect  to   any Collection  \nPeriod,  the fee payable  to  the  Servicer  for services rendered during \nsuch Collection Period, which shall be  equal  to  one-twelfth of the Basic \nServicing  Fee  Rate multiplied  by  the Aggregate Principal Balance  as  of  \nthe first day of the Collection 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 \nsuccessor  Servicer, successor   Trustee  or  successor  Collateral   Agent   \nare authorized   or  obligated  by  law,  executive   order   or governmental \ndecree to be closed.\n\n           Calendar Quarter:  The three-month period  ending on the last day \nof 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   \nand  Class  B  Certificates  representing   a majority  of the sum of the \nClass A Certificate Balance  and the Class B Certificate Balance, or if there \nare no Class  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           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\n\n          Class A Certificate:  Any one of the Certificates executed  by the \nTrust and authenticated by the  Trustee  in substantially the form set forth \nin Exhibit A hereto.\n\n          Class A Certificate Balance:  Initially, the Class A  Percentage  \nof  the Cut-off Date Principal  Balance  and, thereafter, the initial Class A \nCertificate 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 \nDate, a seven-digit decimal figure equal to the Class  A Certificate Balance \nas of the close of business  on such  Distribution  Date  divided by  the  \ninitial  Class  A Certificate Balance as of the Cut-off Date.\n\n          Class A Distributable Amount:  On any Distribution Date,  the sum \nof 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  \nClass  A  Interest Carryover  Shortfall  from the preceding  Distribution  \nDate plus interest on such outstanding Class A Interest Carryover Shortfall,  \nto the extent permitted by law, at the  Class  A Pass-Through  Rate  from  \nsuch preceding  Distribution  Date through  the current Distribution Date, \nover the  amount  of interest  that  the  holders of  the  Class  A  \nCertificates actually received on such 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 \nforty-one (41) days  of  interest and  for any Distribution Date thereafter, \nthirty (30)  days of  interest, in any case calculated on the basis of a  \n360-day year consisting of twelve 30-day months, at the Class  A Pass-Through \nRate on the Class A Certificate Balance  as  of the  close  of  business on \nthe last day  of  the  preceding Collection Period and (ii) any outstanding \nClass A  Interest Carryover   Shortfall  with  respect  to   the   \nimmediately preceding Distribution Date.\n\n          Class  A  Pass-Through Rate:   5.70%  per  annum, \n\n\n\ncalculated  on  the  basis of a 360-day year  consisting  of twelve 30-day \nmonths.\n\n          Class A Percentage:  92%.\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  \nprincipal that  the  holders  of  the  Class A  Certificates  actually \nreceived on such current 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 \nrespect  to  the  immediately  preceding  Collection  Period (other    than   \nLiquidated   Receivables   and    Purchased Receivables)   including  the  \nprincipal  portion   of   all prepayments,  (ii) the Principal Balance of all \nReceivables that   became  Liquidated  Receivables  during  the  related \nCollection   Period  (other  than  Purchased   Receivables), (iii)  the \nprincipal portion of the Purchase Amount  of  all Receivables  that  became \nPurchased Receivables  as  of  the immediately  preceding Accounting Date, \nplus,  in  the  sole discretion  of  the  Security Insurer, provided  no  \nInsurer Default  shall have occurred and be continuing, all  or  any lesser \nportion (as the Security Issuer may determine) of the Principal Balance as of \nthe immediately preceding Accounting Date  of  all  the  Receivables that  \nwere  required  to  be purchased  pursuant  to  Sections  3.5  or  4.7  as  \nof  the immediately  preceding  Accounting  Date  but  were  not  so \npurchased and (iv) the aggregate amount of Cram Down  Losses that  shall  \nhave  occurred during  the  related  Collection Period,  and (y) Class A \nPrincipal Carryover Shortfall.   On the  Final Scheduled Distribution Date \nthe Class A Principal Distributable  Amount  shall  be  the  Outstanding  \nClass  A Certificate Balance.\n\n          Class B Certificate:  Any one of the Certificates executed  by the \nTrust and authenticated by the  Trustee  in substantially the form set forth \nin Exhibit B hereto.\n\n\n\n          Class B Certificate Balance:  Initially, the Class B  Percentage  \nof  the Cut-off Date Principal  Balance  and, thereafter, the initial Class B \nCertificate Balance, reduced by  (x)  all amounts distributed (pursuant to \nthe  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 \nClass B Certificate  Balance  as of  such Distribution Date and after taking \ninto account all distributions to be made on such Distribution  Date  exceeds \n(ii)  the  Pool  Balance  with respect  to  the  immediately preceding \nCollection Period, the amount of such excess.\n\n          Class   B   Certificate  Factor:   As   of   any Distribution \nDate, a seven-digit decimal figure equal to the Class  B Certificate Balance \nas of the close of business  on such  Distribution  Date  divided by  the  \ninitial  Class  B Certificate 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 \nB  Coupon Interest Carryover Shortfall from the preceding Distribution Date, \nover the amount of interest that the holders  of  the Class  B  Certificates \nactually received  on  such  current Distribution Date.\n\n          Class B Coupon Interest Amount:  With respect  to any  \nDistribution  Date,  the sum of  (i)  for  the  initial Distribution  Date \nforty-one (41) days of interest  and  for any  Distribution  Date  \nthereafter,  thirty  (30)  days  of interest,  in any case calculated on the \nbasis of a  360-day year  consisting of twelve 30-day months,  at  the  rate  \nof 5.70% per annum in the Class B Certificate Balance as of the close   of  \nbusiness  on  the  last  day  of  the  preceding Collection  Period and (ii) \nany outstanding Class  B  Coupon Interest Carryover Shortfall with respect to \nthe immediately preceding Distribution Date.\n\n          Class B Excess Interest Amount:  With respect  to any  \nDistribution Date, an amount equal to  the  portion  of Available Funds, if \nany, remaining after the distribution of amounts required to be distributed \non such Distribution Date pursuant to clauses (i) through (vii) of Section \n5.5(a).\n\n\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  out standing  Class  B  Principal Carryover \nShortfall  from  the preceding  Distribution Date over the  amount  of  \nprincipal that  the  holders  of  the  Class B  Certificates  actually \nreceived on such current Distribution Date.\n\n          Class  B  Principal Distributable  Amount:   With respect  to any \nDistribution Date, without duplication,  the Class B Percentage of the sum \nof:  (i) the principal portion of  all  Collected Funds received during or \nwith respect  to the  immediately  preceding Collection  Period  (other  than \nLiquidated Receivables and Purchased Receivables)  including the principal \nportion of all prepayments, (ii) the Principal Balance   of   all   \nReceivables  that   became   Liquidated Receivables during the related \nCollection Period (other than Purchased Receivables), (iii) the principal \nportion  of  the Purchase  Amount  of all Receivables that  became  Purchased \nReceivables as of the immediately preceding Accounting Date, and (iv) the \naggregate amount of Cram Down Losses that shall have occurred during the \nrelated Collection Period.\n\n          Closing Date:  March 4, 1996.\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 Section \n4.4(a).\n\n          Collected   Funds:    With   respect   to   any Determination  \nDate, the amount of funds in  the  Collection Account  representing \ncollections on the Receivables  during or  with respect to the related \nCollection Period, including all   Liquidation  Proceeds  collected  during  \nthe  related Collection Period (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, \nSection 5.1.\n\n\n\n          Collection  Period:  With respect  to  the  first Distribution  \nDate, the period beginning  on  the  close  of business  on  February 12, \n1996 and ending on the  close  of business on March 31, 1996.  With respect \nto each subsequent Distribution Date, the preceding calendar month.  Any \namount stated  \"as of the close of business of the last  day  of  a \nCollection  Period\"  shall  give  effect  to  the  following calculations as \ndetermined as of the end of the day on  such last day:  (i) all applications \nof collections, and (ii) all 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          Compensating Interest:  Shall have the meaning set forth in Section \n4.8(b) hereof.\n\n          Computer Tape or Listing:  The computer  tape  or listing  \ngenerated  on behalf of the Seller  which  provides information relating to \nthe Receivables and which  was  used by  the Seller in selecting the \nReceivables conveyed to  the Trust hereunder.\n\n          Confidential  Offering  Circular:   The  Offering Circular, dated \nFebruary __, 1996, relating to the  Class  A Certificates.\n\n          Controlling Party:  The Security Insurer, so long as  no Insurer \nDefault 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  at \nwhich at any particular time its  corporate trust  business shall be \nadministered, which office  at  the Closing  Date  is located at LaSalle \nNational Bank,  135  S. LaSalle  Street  ,  Suite  200,  Chicago,  Illinois   \n60603, Attention:   Asset  Backed Securities Trust  Administration. The  \ntelecopy number for the Corporate Trust Office  on  the Closing Date is (312) \n904-2084.\n\n          Cram Down Loss:  With respect to a Receivable, if a   court  of  \nappropriate  jurisdiction  in  an  insolvency \n\n\n\nproceeding  shall have issued an order reducing  the  amount owed on a \nReceivable or otherwise modifying or restructuring the scheduled payments to \nbe made on a Receivable, an amount equal  to  the  excess  of  the principal  \nbalance  of  such Receivable  immediately  prior  to  such  order   over   \nthe principal  balance of such Receivable as so reduced  or  the net present \nvalue (using as the discount rate the higher  of the  APR on such Receivable \nor the rate of interest, if any, specified  by  the  court in such order)  of \n the  scheduled payments as so modified or restructured.  A \"Cram Down Loss\" \nshall be deemed to have occurred on the date of issuance  of such order.\n\n          Cumulative Net Losses:  The difference between (A) the  sum  of  \n(i)  the  aggregate Principal  Balances  (plus accrued and unpaid interest, \nat the applicable APR)  of  all Receivables  that became Liquidated \nReceivables through  the last Accounting Date of the latest Monthly Period, \nplus (ii) the   Principal  Balance  of  all  Receivables  that  became \nPurchased  Receivables through the last Accounting  Date  of the  latest  \nMonthly  Period and that were  delinquent  with respect  to 5% or more of a \nScheduled Payment more  than  30 days  through the last Accounting Date of \nthe latest Monthly Period,  plus  (iii) the aggregate of all Cram  Down  \nLosses that occurred through the last Accounting Date of the latest Monthly \nPeriod, and (B) the Liquidation Proceeds received by the  Seller  through the \nlast Accounting Date of the  latest Monthly Period.\n\n          Custodian:  AmeriCredit and any other Person named from  time  to \ntime 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  time \nin effect between the Custodian named therein and the Trustee, as the same \nmay 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  \nClosing  Date  is  acceptable   to   the Controlling Party).\n\n\n\n          Cut-off Date:  February 12, 1996.\n\n          Cut-off Date Principal Balance:  $97,202,782.98.\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  \nand  installment   notes   to AmeriCredit  and  all  documents  and  \ninstruments  relating thereto.\n\n          Dealer Assignment:  With respect to a Receivable, the  executed \nassignment executed by a Dealer conveying such Receivable to AmeriCredit.\n\n          Dealer Underwriting Guide: means the underwriting manual used by \nAmeriCredit 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 \nDate.\n\n          Deficiency  Notice:  Shall have the  meaning  set forth in Section \n6.3(a).\n\n          Deposit  Date:   With respect to  any  Collection Period,  the \nBusiness Day immediately preceding the  related Determination Date.\n\n          Determination Date:  With respect to a Collection Period, the \nearlier of (i) the  fourth Business Day preceding the Distribution Date  in \nthe  next  calendar month, and (ii) the 5th day of the  next calendar  month, \nor if such 5th day is not a  Business  Day, the next succeeding Business Day.\n\n          Distribution   Amount:   With   respect   to   a \n\n\n\nDistribution  Date, the sum of (i) the Available  Funds  for such  \nDistribution  Date,  plus (ii)  the  Deficiency  Claim Amount, if any, \nreceived by the Trustee with respect to such Distribution Date.\n\n          Distribution Date:  The 12th day of each calendar month,  or if \nsuch 12th day is not a Business Day, the  next succeeding  Business  Day, \ncommencing  April  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  retail  \ninstallment 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),  \nor  (ii)  a  demand deposit account maintained with a depository institution  \nor trust  company organized under the laws of the United States of America, \nor any of the States thereof, or the District of Columbia,  having  a  \ncertificate  of  deposit,  short  term deposit  or  commercial paper rating \nof  at  least  A-1+  by Standard  &amp; Poor's and P-1 by Moody's and (so  long  \nas  an Insurer  Default shall not have occurred and be  continuing) \nacceptable  to the Security Insurer.  In either  case,  such depository  \ninstitution  or trust company  shall  have  been approved by the Controlling \nParty (as defined in the  Spread Account  Agreement),  acting in its \ndiscretion,  by  written notice to the Collateral Agent.\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\n     of  principal and interest by, the United States or any\n     agency  or  instrumentality of the  United  States  the\n     obligations of which are backed by the full faith and credit\n     of  the  United States; and (B) direct interest-bearing\n     obligations of, and interest-bearing obligations guaranteed\n\n\n\n     as  to timely payment of principal and interest by, the\n     Federal National Mortgage Association or the Federal Home\n     Loan Mortgage Corporation, but only if, at the time  of\n     investment, such obligations are rated AAA by Standard &amp; Poor's and 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\n     United States or any State and subject to supervision and\n     examination by federal and\/or State banking authorities\n     (including, if applicable, the Trustee or any agent of the\n     Trustee acting in their respective commercial capacities);\n     provided that the short-term unsecured debt obligations of\n     such depository institution or trust company at the time of\n     such investment, or contractual commitment providing for\n     such investment, are rated A1+ by Standard &amp; Poor's and P-1\n     by Moody's;\n\n               (iii)     repurchase obligations pursuant to a written\n     agreement (A) with respect to any obligation described in\n     clause (i) above, where the Trustee has taken actual or\n     constructive delivery of such obligation in accordance with\n     Section  5.1,  and (B) entered into with  a  depository\n     institution or trust company organized under the laws of the\n     United States or any State thereof, the deposits of which\n     are insured by the Federal Deposit Insurance Corporation and\n     the short-term unsecured debt obligations of which are rated\n     \"A-1+\" by Standard &amp; Poor's and \"P-1\" by Moody's (including,\n     if  applicable, the Trustee or any agent of the Trustee\n     acting in their respective commercial capacities);\n\n               (iv)      securities bearing interest or sold at a discount\n     issued by any corporation incorporated under the laws of the\n     United States or any State whose long-term unsecured debt\n     obligations are rated AAA by Standard &amp; Poor's and Aaa by\n     Moody's  at  the time of such investment or contractual\n     commitment providing for such investment; provided however,\n     that securities issued by any particular corporation will\n     not be Eligible Investments to the extent that an investment\n     therein will cause the then outstanding principal amount of\n     securities issued by such corporation and held as part of\n     the  Collection Account to exceed 10% of  the  Eligible\n     Investments held in the Collection Account (with Eligible\n     Investments held in the Collection Account valued at par);\n\n\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\n     P-1 by Moody's;\n\n               (vi)      money market mutual funds registered under the\n     Investment Company Act of 1940, as amended, having a rating,\n     at the time of such investment, from each of the Rating\n     Agencies in the highest investment category granted thereby\n     (in the case of Standard &amp; Poor's AAAm-G or AAAm); and\n\n               (vii)     any other demand or time deposit, obligation,\n     security or investment as may be acceptable to the Rating\n     Agencies and the Security Insurer, as evidenced by the prior\n     written consent of the Rating Agencies and the Security\n     Insurer, as may from time to time be confirmed in writing to\n     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) \nis servicing a  portfolio  of motor  vehicle  retail  installment sales  \ncontracts  and\/or motor  vehicle installment loans, (ii) is legally  \nqualified and  has the capacity to service the Receivables, (iii)  has \ndemonstrated  the ability professionally and competently  to service  a  \nportfolio  of motor vehicle  retail  installment sales  contracts  and\/or  \nmotor  vehicle  installment  loans similar  to the Receivables with \nreasonable skill and  care, (iv) is qualified and entitled to use, pursuant \nto a license or  other  written  agreement, and agrees  to  maintain  the \nconfidentiality of, the software which the Servicer uses  in connection  with \n performing its duties and responsibilities under  this  Agreement or \notherwise has  available  software which is adequate to perform its duties \nand responsibilities under  this  Agreement and (v) has a minimum  net  worth \n of $50,000,000.\n\n           Final Scheduled Distribution Date:  September 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  \npurporting to  secure  an  Obligor's indebtedness under a Receivable.\n\n           Force-Placed Insurance:  The meaning set forth in \n\n\n\n\nSection 4.4(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  in \nthe 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\" as \ndefined in the Insurance Agreement.\n\n           Insurance  Policy:  With respect to a Receivable, any insurance \npolicy benefiting the holder of the Receivable providing  loss  or  physical \ndamage,  credit  life,  credit disability, theft, mechanical breakdown or \nsimilar  coverage with respect to the Financed Vehicle or the Obligor.\n\n           Insurer  Default:  The occurrence and continuance of any of the \nfollowing events:\n\n               (A)    the Security Insurer shall have failed to make a\n          payment required under the Policy in accordance with its\n          terms;\n\n               (B)    The Security Insurer shall have (i) filed a petition\n          or commenced any case or proceeding under any provision or\n          chapter of the United States Bankruptcy Code or any other\n          similar federal or state law relating to insolvency,\n          bankruptcy, rehabilitation, liquidation or reorganization,\n          (ii) made a general assignment for the benefit of its\n          creditors, or (iii) had an order for relief entered against\n          it under the United States Bankruptcy Code or any other\n          similar federal or state law relating to insolvency,\n          bankruptcy, rehabilitation, liquidation or reorganization\n          which is final and nonappealable; or\n\n               (C)    a court of competent jurisdiction, the New York\n\n\n\n\n          Department of Insurance or other competent regulatory\n          authority shall have entered a final and nonappealable\n          order, judgment or decree (i) appointing a custodian,\n          trustee, agent or receiver for the Security Insurer or for\n          all  or  any  material portion of its property  or\n          (ii) authorizing the taking of possession by a custodian,\n          trustee, agent or receiver of the Security Insurer (or the\n          taking of possession of all or any material portion of the\n          property of the 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 \nparty which indicates that  the lien of the secured party on the Financed  \nVehicle is  recorded on the original certificate of title.   In  any \njurisdiction in which the original certificate of  title  is required  to  be \ngiven  to  the  Obligor,  the  term  \"Lien Certificate\"  shall mean only a \ncertificate or  notification issued to 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 been received or (iii) 5% \nor more of a Scheduled Payment shall have become 120 or more days  \ndelinquent, except in the case of repossessed Financed Vehicles.\n\n            Liquidation   Proceeds:   With  respect   to   a Liquidated \nReceivable, all amounts realized with respect  to such  Receivable  (other  \nthan amounts  withdrawn  from  the Spread  Account and drawings under the \nPolicy)  net  of  (i) reasonable  expenses incurred by the Servicer in  \nconnection with  the collection of such Receivable and the repossession and  \ndisposition  of the Financed Vehicle and  (ii)  amounts that  are  required \nto be refunded to the  Obligor  on  such Receivable; provided however, that \nthe Liquidation  Proceeds with  respect  to any Receivable shall in no event  \nbe  less \n\n\n\nthan zero.\n\n           Lockbox Account:  An account maintained on behalf of  the  Trustee \nby  the Lockbox Bank pursuant  to  Section 4.2(d).\n\n           Lockbox  Agreement:   The  Tri-Party  Remittance Processing \nAgreement, dated as of February 12, 1996, by  and among AmeriCredit, First \nInterstate Bank of Texas, N.A., and the   Trustee,   as  such  agreement  may \nbe   amended   or supplemented from time to time, unless the Trustee \nhereunder shall  cease  to  be a party thereunder, or  such  agreement shall  \nbe terminated in accordance with its terms, in  which event  \"Lockbox \nAgreement\" shall mean such other  agreement, in  form and substance \nacceptable to the Controlling  Party, among the Servicer, the Trustee and the \nLockbox Bank.\n\n           Lockbox Bank:  A depository institution named  by the Servicer and \nacceptable 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 \n phone number;  original Principal Balance; original  term;  Annual \nPercentage   Rate;   current  Principal   Balance;   current remaining term; \norigination date; first payment date;  final scheduled payment date; next \npayment due date; date of  most recent    payment;   new\/used   \nclassification;   collateral description; days currently delinquent; number  \nof  contract extensions  (months) to date; amount of  Scheduled  Payment; \ncurrent Insurance Policy expiration date; and past due  late 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 \nExhibit A to 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 \n\n\n\nReceivable.\n\n           Officer's Certificate:  A certificate  signed  by the chairman of \nthe board, the vice chairman, the president, the chief financial officer or \nany 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 \nInsurer, to the Security Insurer.\n\n          Other Conveyed Property:  All property conveyed by the  Seller  to  \nthe 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  \nagency  or  political subdivision thereof, or any other entity.\n\n           Prepayment:   Any  payment in  full  made  by  an Obligor  of the \nprincipal of a Receivable which is  received by  the  Servicer in advance of \nthe scheduled maturity  date for such Receivable.\n\n           Policy:  The financial guaranty insurance  policy number         \n- -N  issued  by the Security  Insurer  to  the Trustee  for  the benefit of \nthe Class A Certificateholders, including any endorsements thereto.\n\n           Policy Claim Amount:  Shall have the meaning  set forth in Section \n6.4(a).\n\n           Policy  Payments Account:  The account designated as  the Policy \nPayments Account in, and which is established and maintained pursuant to, \nSection 5.1.\n\n           Pool Balance:  As of the close of business on the last  day  of  a \nCollection Period, the aggregate  Principal Balance  of the Receivables \n(excluding Purchased Receivables and Liquidated Receivables).\n\n\n\n\n     Pool Factor: With respect to any Distribution Date, a seven digit \ndecimal figure equal to, as applicable, the Class A Certificate Balance as of \nsuch Distribution Date (after giving effect to distributions on such date) \ndivided by the Class A Certificate Balance as of the Closing Date, or, the \nClass B Certificate Balance as of such Distribution Date (after giving effect \nto distributions on such date) divided by the Class B Certificate Balance as \nof the Closing Date.\n\n     Preference Claim: Shall have the meaning set forth in Section 6.5(b).\n\n     Principal Balance: With respect to any Receivable, as of any date, the \nAmount Financed minus (i) that portion of all amounts received on or prior to \nsuch date and allocable to principal in accordance with the terms of the \nReceivable, and (ii) any Cram Down Loss in respect of such Receivable.\n\n     Purchase Amount: With respect to a Receivable, the Principal Balance and \nall accrued and unpaid interest on the Receivable as of the date of purchase.\n\n     Purchased Receivable: As of any Accounting Date, any Receivable that \nbecame a Warranty Receivable or Administrative Receivable as of such \nAccounting Date (or which the Seller or the Servicer has elected to purchase \nas of an earlier Accounting Date, as permitted hereunder) and as to which the \nPurchase Amount has been deposited in the Collection Account by the Seller or \nthe Servicer, as applicable, on or before the related Deposit Date.\n\n     Rating Agency: Each of Moody's and Standard &amp; Poor's, so long as such \nPersons maintain a rating on the Certificates; and if either Moody's or \nStandard &amp; Poor's no longer maintains a rating on the Certificates, such \nother nationally recognized statistical rating organization selected by the \nCertificate Majority, AmeriCredit and (so long as an Insurer Default shall \nnot have occurred and be continuing) acceptable to the Security Insurer.\n\n     Receivable: A retail installment sale contract or promissory note (and \nrelated security agreement) for a new or used automobile or light truck, vans \nor mini-vans (and \n\n\n\nall accessories thereto) that is included in the Schedule of Receivables, and \nall rights and obligations under such a contract, but not including (i) any \nLiquidated Receivable (other than for purposes of calculating, as applicable, \nthe Class A Principal Distributable Amount and the Class B Principal \nDistributable Amount hereunder), or (ii) any Purchased Receivable on or after \nthe Accounting Date immediately preceding the Deposit Date on which payment \nof the Purchase Amount is made in connection therewith pursuant to Section \n5.4.\n\n     Receivable File: The documents, electronic entries, instruments and \nwritings listed in Section 3.2 pertaining to a particular Receivable.\n\n     Registrar of Titles: With respect to any state, the governmental agency \nor body responsible for the registration of, and the issuance of certificates \nof title relating to, motor vehicles and liens thereon.\n\n     Related Documents: The Certificates, the Indemnification Agreement, the \nSpread Account Agreement, the Insurance Agreement, the Lockbox Agreement, and \nthe Initial Purchaser Agreement dated February __, 1996 between the Seller \nand the initial purchaser of the Certificates. The Related Documents to be \nexecuted by any party are referred to herein as \"such party's Related \nDocuments,\" \"its Related Documents\" or by a similar expression.\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 \nrequires the repurchase of a Receivable by the Seller or the Servicer \npursuant 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 \n\n\n\nTrustee to administer its corporate trust affairs relating to the Trust. When \nused with respect to any other Person that is not an individual, the \nPresident, any Vice-President or Assistant Vice-President or the Controller \nof such Person, or any other officer or employee 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     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 \n\n\n\nServicer Termination Event, the Backup Servicer or any other successor \nServicer.\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 1996-A Spread Account established and \nmaintained pursuant to the Spread Account Agreement. The Spread Account shall \nin 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 \n\n\n\nmaintained 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     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 Receivable \nwhich the Seller has become obligated to repurchase pursuant to Section 3.5.\n\n     I.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 \n\n\n\na visible 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     I.3. Calculations. All calculations of the amount of interest accrued on \nthe 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     I.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     I.5. Action by or Consent of Certificateholders. Whenever any provision \nof 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 Certificateholders, 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     I.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 \n\n\n\n\nthe Seller, AmeriCredit, the Servicer or the Trustee or of any predecessor or \nsuccessor of the Seller, AmeriCredit, the Servicer or the Trustee.\n\n     I.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\nII   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 1996-A.\"\n\nIII  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, \n\n\n\n\nproperty (including the right to receive future Liquidation Proceeds) that \nsecures a Receivable and that has been acquired by or on behalf of the Seller \nor the Trust pursuant to liquidation of such Receivable, all funds on deposit \nfrom time to time in the Collection Account (including all income thereon and \nall amounts deposited in respect of Administrative Receivables and Warranty \nReceivables) and all investments therein and proceeds thereof, all proceeds \nand investments of any of the foregoing, all present and future claims, \ndemands, causes and choses in action in respect of any or all of the \nforegoing and all payments on or under and all proceeds of every kind and \nnature whatsoever in respect of any or in lieu of the foregoing, including \nall proceeds of the conversion, voluntary or involuntary, into cash or other \nliquid property, all cash proceeds, accounts, accounts receivable, notes, \ndrafts, acceptances, chattel paper, checks, deposit accounts, insurance \nproceeds, condemnation awards, rights to payment of any and every kind and \nother forms of obligations and receivables, instruments and other property \nwhich at any time constitute all or part of or are included in the proceeds \nof any of the foregoing. It is the intention of the Seller that the transfer \nand assignment contemplated by this Agreement shall constitute  a sale of the \nReceivables and Other Conveyed Property from the Seller to the Trust and the \nbeneficial interest in and title to the Receivables and the Other Conveyed \nProperty shall not be part of the Seller's estate in the event of the filing \nof a bankruptcy petition by or against the Seller under any bankruptcy law. \nIn the event that, notwithstanding the intent of the Seller, the transfer and \nassignment contemplated hereby is held not to be a sale, this Agreement shall \nconstitute a grant of a first priority security interest to the Trust in the \nproperty referred to in this Section 3.1 for the benefit of the \nCertificateholders.\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 February 12, 1996, pursuant to which the Trustee shall \nrevocably appoint the Custodian, and the Custodian shall accept such \nappointment, \n\n\n\n\nto act as the agent of the Trustee as custodian of the following documents or \ninstruments in its possession which shall be delivered to the Custodian as \nagent of the Trustee on or before the Closing Date (with respect to each \nReceivable):\n\n        (i)  The fully executed original of the Receivable\n     (together with any agreements modifying the Receivable,\n     including without limitation any extension agreements);\n   \n        (ii)  The original credit application, or a copy\n     thereof, of each Obligor, fully executed by each such\n     Obligor on AmeriCredit's customary form, or on a form\n     approved by AmeriCredit, for such application, and\n   \n        (iii)   The original certificate of title (when\n     received) and otherwise such documents, if any, that\n     AmeriCredit keeps on file in accordance with its customary\n     procedures indicating that the Financed Vehicle is owned by\n     the Obligor and subject to the interest of AmeriCredit as\n     first lienholder or secured party (including any Lien\n     Certificate received by AmeriCredit), or, if such original\n     certificate of title has not yet been received, a copy of\n     the application therefor, showing AmeriCredit as secured\n     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 shall \nobligate the Servicer to return the \n\n\n\n\noriginal Receivable and the related Receivable File to the Custodian when its \nneed by the Servicer has ceased unless the Receivable is repurchased as \ndescribed in Section 3.5 or 4.7.\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\n     President, Controller or Treasurer of the Seller;\n   \n        (b)  The acknowledgement of the Custodian that it holds\n     the Receivable File relating to each Receivable;\n   \n        (c)  Copies of resolutions of the Board of Directors of\n     the Seller approving the execution, delivery and performance\n     of this Agreement, the Related Documents and the\n     transactions contemplated hereby and thereby, certified by a\n     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\n     performance of this Agreement, the Related Documents and the\n     transactions contemplated hereby and thereby, certified by a\n     Secretary or an Assistant Secretary of AmeriCredit;\n   \n        (e)  Evidence that all filings (including, without\n     limitation, UCC filings) required to be made by any Person\n     and actions required to be taken or performed by any Person\n     in any jurisdiction to give the Trustee a first priority\n     perfected lien on, or ownership interest in, the Receivables\n     and the Other Conveyed Property have been made, taken or\n     performed; and\n   \n        (f)  An executed copy of the Policy and Spread Account\n     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 \n\n\n\n\notherwise specified, such representations and warranties speak as  of the \nClosing Date, but shall survive the sale, transfer, and assignment of the \nReceivables to the Trust.\n\n  (a)  Schedule of Representations. The representations and \nwarranties set forth on the Schedule of Representations attached hereto as \nSchedule B are true and correct.\n\n  (b)  Organization and Good Standing. The Seller has been duly \norganized and is validly existing as a corporation in good standing under \nthe laws of the State of Delaware, with power and authority to own its \nproperties and to conduct its business as such properties are currently \nowned and such business is currently conducted, and had at all relevant \ntimes, and now has, power, authority and legal right to acquire, own and \nsell the Receivables and the Other Conveyed Property transferred to the Trust.\n\n  (c)  Due Qualification. The Seller is duly qualified to do \nbusiness as a foreign corporation in good standing and has obtained all \nnecessary licenses and approvals in all jurisdictions where the failure to \ndo so would materially and adversely affect Seller's ability to \ntransfer the Receivables and the Other Conveyed Property to the Trust \npursuant to this Agreement, or the validity or enforceability \nof the Receivables and the Other Conveyed Property or to perform \nSeller's obligations hereunder and under the Seller's Related Documents.\n\n  (d)  Power and Authority. The Seller has the power and authority \nto execute and deliver this Agreement and its Related Documents and to \ncarry out its terms and their terms, respectively; the Seller has full \npower and authority to sell and assign the Receivables and the Other \nConveyed Property to be sold and assigned to and deposited with the Trust \nby it and has duly authorized such sale and assignment to the Trust by all \nnecessary corporate action; and the execution, delivery and performance of \nthis Agreement and the Seller's Related Documents have been duly authorized \nby the Seller by all necessary corporate action.\n\n  (e)  Valid Sale, Binding Obligations. This Agreement effects a \nvalid sale, transfer and assignment of the Receivables and the Other \nConveyed Property, enforceable against the Seller and creditors of and \npurchasers from the\n\n\n\n\nSeller; 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 \ncontemplated by this Agreement and the Related Documents and the fulfillment \nof the terms of this Agreement and the Related Documents shall not conflict \nwith, result in any breach of any of the terms and provisions of or \nconstitute (with or without notice, lapse of time or both) a default under \nthe certificate of incorporation or by-laws of the Seller, or any indenture, \nagreement, mortgage, deed of trust or other instrument to which the Seller \nis a party or by which it is bound, or result in the creation or \nimposition of any Lien upon any of its properties pursuant to the terms \nof any such indenture, agreement, mortgage, deed of trust or other \ninstrument, other than this Agreement, or violate any law, order, rule \nor regulation applicable to the Seller of any court or of any federal or \nstate regulatory body, administrative agency or other governmental \ninstrumentality having jurisdiction over the Seller or any of its \nproperties.\n\n  (g)  No Proceedings. There are no proceedings or investigations \npending or, to the Seller's knowledge, threatened against the Seller, \nbefore any court, regulatory body, administrative agency or other \ntribunal or governmental instrumentality having jurisdiction over the \nSeller or its properties (A) asserting the invalidity of this Agreement \nor any of the Related Documents, (B) seeking to prevent the issuance of \nthe Certificates or the consummation of any of the transactions \ncontemplated by this Agreement or any of the Related Documents, (C) seeking \nany determination or ruling that might materially and adversely affect the \nperformance by the Seller of its obligations under, or the validity or \nenforceability of, this Agreement or any of the Related Documents, or (D) \nseeking to adversely affect the federal income tax or other federal, state \nor \n\n\n\n\nlocal tax attributes of the Certificates.\n\n  (h)  Chief Executive Office. The chief executive office of the \nSeller is 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 the \nsecond Accounting Date (or, at the Seller's election, the first Accounting \nDate) following its discovery or its receipt of notice of any breach of the \nrepresentations and warranties set  forth on the Schedule of Representations \nwhich 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\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\nIV  ADMINISTRATION AND SERVICING OF RECEIVABLES\n\n     IV.1.  Duties of the Servicer. The Servicer is hereby authorized to act \nas agent for the Trust and in such capacity shall  manage, service, \nadminister and make \n\n\n\n\ncollections on the Receivables, and perform the other actions required by the \nServicer under this Agreement. The Servicer agrees that its servicing of the \nReceivables shall be carried out in accordance with customary and usual \nprocedures  of institutions which service motor vehicle retail installment \nsales contracts and, to the extent more exacting, the degree of skill and \nattention that the Servicer exercises from time to time with respect to all \ncomparable motor vehicle receivables that it services for itself or others. \nIn performing such duties, so long as AmeriCredit is the Servicer, it shall \ncomply with the policies and procedures attached hereto as Schedule C. The \nServicer's duties shall include, without limitation, collection and posting \nof all payments, responding to inquiries of Obligors on the Receivables, \ninvestigating delinquencies, sending payment coupons to Obligors, reporting \nany required tax information to Obligors, monitoring the collateral, \ncomplying with the terms of the Lockbox Agreement, accounting for collections \nand furnishing monthly and annual statements to the Trustee and the Security \nInsurer with respect to distributions, monitoring the status of Insurance  \nPolicies with respect to the Financed Vehicles and performing the other \nduties specified herein. The Servicer shall also administer and enforce all \nrights and responsibilities of the holder of the Receivables provided for in \nthe Dealer Agreements (and shall maintain possession of the Dealer \nAgreements, to the extent it is necessary to do so), the Dealer Assignments \nand the Insurance Policies, to the extent that such Dealer Agreements, Dealer \nAssignments and Insurance Policies relate to the Receivables, the Financed \nVehicles or the Obligors. To the extent consistent with the standards, \npolicies and procedures otherwise required hereby, the Servicer shall follow \nits customary standards, policies, and procedures and shall have full power \nand authority, acting alone, to do any and all things in connection with such \nmanaging, servicing, administration and collection that it may deem necessary \nor desirable. Without limiting  the generality of the foregoing, the Servicer \nis hereby authorized and empowered by the Trust to execute and deliver, on \nbehalf of the Trust, any and all instruments of satisfaction or cancellation, \nor of partial or full release or discharge, and all other comparable \ninstruments, with respect to the Receivables and with respect to the Financed \nVehicles; provided, however, that notwithstanding the foregoing, the Servicer \nshall not, \n\n\n\n\nexcept pursuant to an order from a court of competent jurisdiction, release \nan Obligor from payment of any unpaid amount under any Receivable or waive \nthe right to collect the unpaid balance of any Receivable from the Obligor. \nThe Servicer is hereby authorized to commence, in its own name or in the name \nof the Trust (provided the Servicer has obtained the Trustee's consent, which \nconsent shall not be unreasonably withheld), a legal proceeding to enforce a \nReceivable pursuant to Section 4.3 or to commence or participate in any other \nlegal proceeding (including, without limitation, a bankruptcy proceeding) \nrelating to or involving a Receivable, an Obligor or a Financed Vehicle. If \nthe Servicer commences or participates in such a legal proceeding in its own \nname, the Trust shall thereupon be deemed to have automatically assigned such \nReceivable to the Servicer solely for purposes of commencing or participating \nin any such proceeding as a party or claimant, and the Servicer is authorized \nand empowered by the Trust to execute and deliver in  the Servicer's name any \nnotices, demands, claims, complaints, responses, affidavits or other \ndocuments or instruments in connection with any such proceeding. The Trustee \nshall furnish the Servicer with any powers of attorney and other documents \nwhich the Servicer may reasonably request and which the Servicer deems \nnecessary or appropriate and take any other steps which the Servicer may deem \nnecessary or appropriate to enable  the Servicer to carry out its servicing \nand administrative 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 \nrequired by this Agreement, the Servicer shall make reasonable efforts to \ncollect all payments called for under the terms and provisions of the \nReceivables as and when the same shall become due, and shall follow \nsuch collection procedures as it follows with respect to all comparable \nautomobile receivables that it services for itself or others and \notherwise act with respect to the Receivables, the Dealer Agreements, the \nDealer Assignments, the Insurance Policies and the Other Conveyed Property \nin such manner as will, in the reasonable judgment of the Servicer, \nmaximize the amount to be received by the Trust with respect thereto. \nThe Servicer is authorized in its \n\n\n\n\ndiscretion to waive any prepayment charge, late payment charge or any other \nsimilar fees that may be collected in the ordinary course of servicing any \nReceivable.\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 \npartial prepayment 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 \nReceivable, will maximize the amount to be received by the Trust with \nrespect to such Receivable, and is otherwise in the best interests of the \nTrust; provided, however, that:\n\n        (i)  The aggregate period of all extensions on a\n     Receivable shall not exceed six months;\n   \n        (ii)  In no event may a Receivable be extended beyond\n     the Collection Period immediately preceding the Final\n     Scheduled Distribution Date;\n   \n        (iii)   So long as an Insurer Default shall not have\n     occurred and be continuing, the Servicer shall not amend or\n     modify a Receivable (except as provided in Section 4.2(b)\n     and this Section 4.2(c)) without the consent of the Security\n     Insurer or a Certificate Majority (if an Insurer Default\n     shall have occurred and be continuing);\n   \n        (iv)  The aggregate Principal Balance of Receivables\n     which may be extended during any Calendar Quarter shall not\n     exceed 6.0% of the aggregate Principal Balance of\n     Receivables as of the Accounting Date immediately prior to\n     the first day of such Calendar Quarter; and\n   \n        (v)  No such extension, modification or amendment shall\n     be granted more than 90 days after the Closing Date if such\n     action would have the effect of causing such Receivable to\n     be deemed to have been exchanged for another Receivable\n\n\n\n\n     within the meaning of Section 1001 of the Internal Revenue\n     Code of 1986, as amended, or any proposed, temporary or\n     final Treasury Regulations issued thereunder.\n   \n  (d)  The Servicer shall use its best efforts to cause Obligors to \nmake all payments on the Receivables, whether by check or by direct debit of \nthe Obligor's bank account, to be made directly to one or more Lockbox \nBanks, acting as agent for the Trust pursuant to a Lockbox Agreement. \nThe Servicer shall use its best efforts to cause any Lockbox Bank to \ndeposit all payments on the Receivables in the Lockbox Account no \nlater than the Business Day after receipt, and to cause all amounts \ncredited to the Lockbox Account on account of such payments to be \ntransferred to the Collection Account no later than the second Business \nDay after receipt of such payments. The Lockbox Account shall be a demand \ndeposit account held by the Lockbox Bank, or at the request of the \nControlling 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\n      Notwithstanding any Lockbox Agreement, or any  of  the provisions  of  \nthis  Agreement  relating  to  the   Lockbox Agreement, the Servicer shall \nremain obligated and liable to the  Trust, Trustee and Certificateholders for \nservicing and administering   the  Receivables  and  the  Other   Conveyed \nProperty in accordance with the provisions of this Agreement without \ndiminution of such obligation or liability by virtue thereof,  provided,  \nhowever, that the foregoing  shall  not apply  to any Backup Servicer for so \nlong as a Lockbox  Bank is  performing its obligations pursuant to the  terms \nof  a Lockbox Agreement.\n\n      In  the  event  of a termination of the Servicer,  the successor  \nServicer  shall assume  all  of  the  rights  and obligations  of  the  \noutgoing Servicer  under  the  Lockbox Agreement.  In such event, the \nsuccessor Servicer  shall  be deemed  to  have  assumed  all of  the  \noutgoing  Servicer's interest  therein and to have replaced the outgoing \nServicer as a party to each such Lockbox Agreement to the same extent as  if  \nsuch  Lockbox  Agreement had been  assigned  to  the successor Servicer, \nexcept that the outgoing Servicer  shall not  thereby be relieved of any \nliability or obligations  on the  part of the outgoing Servicer to the \nLockbox Bank under such  Lockbox Agreement.  The outgoing Servicer shall,  \nupon request  of the Trustee, but at the expense of the  outgoing Servicer,  \ndeliver to the successor Servicer  all  documents and  records relating to \neach such Lockbox Agreement and  an accounting of amounts collected and held \nby the Lockbox Bank and otherwise use its best efforts to effect the orderly \nand efficient transfer of any Lockbox Agreement to the successor Servicer.  \nIn the event that the Security Insurer  (so  long as  an  Insurer  Default  \nshall not  have  occurred  and  be continuing) or a Certificate Majority (if \nan Insurer Default shall have occurred and be continuing) elects to change  \nthe identity of the Lockbox Bank, the outgoing Servicer, at  its expense,  \nshall  cause the Lockbox Bank to deliver,  at  the direction  of  the \nSecurity Insurer (so long as  an  Insurer Default  shall  not have occurred \nand be  continuing)  or  a Certificate  Majority  (if  an Insurer  Default  \nshall  have occurred  and be continuing) to the Trustee or  a  successor \nLockbox  Bank,  all documents and records  relating  to  the Receivables and \nall amounts held (or thereafter received) by the  Lockbox  Bank  (together \nwith  an  accounting  of  such amounts) and shall otherwise use its best \nefforts to  effect the   orderly   and  efficient  transfer  of   the   \nlockbox \n\n\n\narrangements and the Servicer shall notify the  Obligors  to make payments to \nthe 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 \nto the 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     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 \nsoon as is practicable after default  on  such Receivable but in no event \nlater than the date on which  all or  any  portion of a Scheduled Payment has \nbecome  91  days delinquent; provided, however, that the Servicer  may  elect \nnot  to repossess a Financed Vehicle within such time period if  in  its  \ngood  faith  judgment it  determines  that  the proceeds  ultimately  \nrecoverable  with  respect   to   such Receivable would be increased by \nforbearance.  The  Servicer is   authorized  to  follow  such  customary  \npractices  and procedures   as  it  shall  deem  necessary  or   advisable, \nconsistent  with  the standard of care required  by  Section 4.1,  which  \npractices and procedures may include reasonable efforts to realize upon any \nrecourse to Dealers, the sale of the  related Financed Vehicle at public or \nprivate sale, the submission  of  claims under an Insurance Policy  and  \nother actions  by  the Servicer in order to realize  upon  such  a \nReceivable.  The foregoing is subject to the provision that, in  any  case  \nin  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  \nproceeds  of  liquidation  of  the   related Receivable  by  an amount \ngreater than the  amount  of  such expenses.   All  amounts  received  upon  \nliquidation  of  a Financed  Vehicle shall be remitted directly by the \nServicer \n\n\n\nto  the  Subcollection  Account  without  deposit  into  any intervening \naccount as soon as practicable, but in no  event later  than  the Business \nDay after receipt  thereof.   The Servicer   shall  be  entitled  to  recover \n all  reasonable expenses  incurred by it in the course of  repossessing  and \nliquidating a Financed Vehicle into cash proceeds, but  only out  of  the  \ncash  proceeds of such Financed  Vehicle,  any deficiency obtained from the \nObligor or any amounts received from the related Dealer, which amounts in \nreimbursement  may be retained by the Servicer (and shall not be required to \nbe deposited  as provided in Section 4.2(e)) to the  extent  of such  \nexpenses.   The Servicer shall pay on  behalf  of  the Trust any  personal \nproperty taxes assessed on  repossessed Financed  Vehicles.   The  Servicer  \nshall  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 \ncommencement shall be deemed to be an automatic assignment from the Trust to \nthe Servicer  of  the rights under such Dealer Agreement and Dealer \nAssignment for purposes   of   collection  only.   If,  however,   in   any \nenforcement  suit or legal proceeding it is  held  that  the Servicer  may  \nnot  enforce  a Dealer  Agreement  or  Dealer Assignment  on  the grounds \nthat it is not a real  party  in interest  or  a  Person  entitled  to  \nenforce  the   Dealer Agreement  or  Dealer  Assignment,  the  Trustee,   at  \nthe Servicer's expense, or the Seller, at the Seller's  expense, shall  take \nsuch steps as the Servicer deems  necessary  to enforce the Dealer Agreement \nor Dealer Assignment, including bringing  suit in its name or the name of the \nSeller  or  of the Trust and the Trustee  for  the  benefit  of the \nCertificateholders.   All amounts recovered shall be remitted directly by the \nServicer 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 \nby the related Obligor under the Insurance  Policies  referred to  in  \nParagraph  24  of  the Schedule of Representations and Warranties and shall \nmonitor the  status  of  such  physical loss  and  damage  insurance \n\n\n\ncoverage thereafter,  in  accordance  with  its  customary servicing \nprocedures.  Each Receivable requires the  Obligor to  maintain such physical \nloss and damage insurance, naming AmeriCredit  and  its successors and \nassigns  as  additional insureds,  and  permits  the holder of  such  \nReceivable  to obtain physical loss and damage insurance at the expense  of \nthe Obligor if the Obligor fails to maintain such insurance. If  the  \nServicer shall determine that an Obligor has failed to  obtain  or maintain a \nphysical loss and damage Insurance Policy covering the related Financed \nVehicle which satisfies the  conditions set forth in clause (i)(a) of such \nParagraph 24  (including, without limitation, during the  repossession of  \nsuch  Financed  Vehicle) the Servicer  may  enforce  the rights  of the \nholder 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 \n a vendor's  single  interest  or other  collateral  protection insurance  \npolicy  with  respect to  all  Financed  Vehicles (\"Collateral  Insurance\") \nwhich policy shall  by  its  terms insure  against physical loss and damage \nin  the  event  any Obligor fails to maintain physical loss and damage \ninsurance with  respect to the related Financed Vehicle.  All policies of  \nCollateral  Insurance  shall be  endorsed  with  clauses providing for loss \npayable to the Servicer.  Costs  incurred by  the  Servicer  in maintaining \nsuch Collateral  Insurance shall be paid 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  \nsuch insurance (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  \nby  the  Servicer   in maintaining  such  Force-Placed  Insurance  shall  \nonly   be recoverable  out  of  premiums  paid  by  the  Obligors   or \nLiquidation  Proceeds  with respect to  the  Receivable,  as provided in \nSection 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 \n\n\n\nto  repay  the entire premium to the Servicer.  In no  event shall the \nServicer include the amount of the premium in  the Amount  Financed under the \nReceivable.  For all purposes  of this Agreement, the Insurance Add-On Amount \nwith respect  to any Receivable having Force-Placed Insurance will be treated \nas  a  separate obligation of the Obligor and  will  not  be added  to  the  \nPrincipal Balance of  such  Receivable,  and amounts   allocable  thereto  \nwill  not  be  available   for distribution on the Certificates.  The \nServicer shall retain and separately administer the right to receive payments \nfrom Obligors with respect to Insurance Add-On Amounts or rebates of \nForced-Placed Insurance premiums.  If an Obligor makes  a payment  with  \nrespect to a Receivable  having  Force-Placed Insurance,  but the Servicer is \nunable to determine  whether the payment  is  allocable  to the  Receivable  \nor  to  the Insurance Add-On Amount, the payment shall be applied  first to  \nany  unpaid Scheduled Payments and then to the Insurance Add-On Amount.  \nLiquidation Proceeds on any Receivable  will be  used  first  to  pay the \nPrincipal Balance  and  accrued interest  on  such Receivable and then to  \npay  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 \nas due, and the Servicer has determined  that eventual payment of the \nInsurance Add-On Amount is unlikely, the  Servicer  may, but shall not be \nrequired  to,  purchase such  Receivable from the Trust for the Purchase  \nAmount  on any  subsequent Deposit Date.  Any such Receivable, and  any \nReceivable  with  respect to which the Servicer  has  placed Force-Placed   \nInsurance  which  has  been  paid   in   full (excluding any Insurance Add-On \nAmounts) will be assigned to 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 \nPolicy, the act  of commencement  shall be deemed to be an automatic  \nassignment of  the  rights of the Trust under such Insurance Policy  to the  \nServicer for purposes of collection only.  If, however, in  any enforcement \nsuit or legal proceeding it is held that the  Servicer  may not enforce an \nInsurance  Policy  on  the grounds that it is not a real party in interest or \na  holder entitled  to  enforce the Insurance Policy, the Trustee,  at the  \nServicer's  expense,  or the Seller,  at  the  Seller's \n\n\n\nexpense,  shall  take such  steps  as  the  Servicer  deems necessary   to  \nenforce  such  Insurance  Policy,  including bringing suit in its name or the \nname of the Trust  and  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     IV.5.           Maintenance  of Security  Interests  in\nVehicles.\n\n     (a)        Consistent with the policies and  procedures required  by  \nthis Agreement, the Servicer shall  take  such steps  on  behalf of the Trust \nas are necessary to  maintain perfection  of  the  security  interest  \ncreated   by   each Receivable  in  the related Financed Vehicle, including  \nbut not  limited to obtaining the execution by the Obligors  and the \nrecording, registering, filing, re-recording, re-filing, and  re-registering  \nof  all security agreements,  financing statements  and continuation \nstatements as are necessary  to maintain the security interest granted by the \nObligors under the  respective Receivables.  The Trustee hereby  authorizes \nthe  Servicer, and the Servicer agrees, to take any and  all steps  necessary \nto  re-perfect such security  interest  on behalf  of  the Trust as \nnecessary because of the relocation of a Financed Vehicle or for any other \nreason.  In the event that  the  assignment  of  a  Receivable  to  the  \nTrust  is insufficient,  without a notation on  the  related  Financed \nVehicle's  certificate of title, or without  fulfilling  any additional \nadministrative requirements under the laws of the state in which the Financed \nVehicle is located, to perfect a security  interest in the related Financed \nVehicle in  favor of   the   Trustee,   the  Servicer   hereby   agrees   \nthat AmeriCredit's  designation  as  the  secured  party  on  the certificate \nof  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 \n\n\n\n\n\nas  may, in the opinion of counsel to the Controlling Party, be necessary to \nperfect or re-perfect the security interests in  the  Financed Vehicles \nsecuring the Receivables  in  the name  of the Trustee by amending the title \ndocuments of such Financed Vehicles or by such other reasonable means as  \nmay, in  the  opinion  of  counsel to the Controlling  Party,  be necessary \nor prudent.  AmeriCredit hereby agrees to pay  all expenses related to such \nperfection or reperfection and  to take  all action necessary therefor.  In \naddition, prior  to the  occurrence of an Insurance Agreement Event of  \nDefault, the  Controlling  Party may instruct  the  Trustee  and  the \nServicer to take or cause to be taken such action as may, in the  opinion  of \n 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 \nmay, in the opinion of counsel to the Controlling Party,  be necessary  or  \nprudent;  provided,  however,  that  if the Controlling  Party  requests that \n the  title  documents  be amended  prior  to the occurrence of an Insurance  \nAgreement Event of Default, the out-of-pocket expenses of the Servicer or  \nthe  Trustee  in connection with such  action  shall  be reimbursed to the \nServicer or the Trustee, as applicable, by the  Controlling  Party.  \nAmeriCredit  hereby  appoints  the Trustee  as its attorney-in-fact to take \nany and  all  steps required  to  be performed by AmeriCredit pursuant  to  \nthis Section 4.5(b), including execution of certificates of title or any \nother documents in the name and stead of AmeriCredit, and the Trustee hereby \naccepts such appointment.\n\n     IV.6.          Covenants, Representations, and Warranties of Servicer.   \nBy its execution and delivery of this Agreement, the Servicer makes the \nfollowing representations, warranties and  covenants on which the Trustee \nrelies in accepting  the Receivables  and  issuing  the Certificates,  on  \nwhich  the Trustee  relies  in authenticating the Certificates  and  on which \nthe Security Insurer relies in issuing the Policy.\n\n     (a)       The Servicer covenants as follows:\n\n          (i)       Liens in Force.  The Financed Vehicle securing\n     each Receivable shall not be released in whole or in part\n     from the security interest granted by the Receivable, except\n     upon  payment in full of the Receivable or as otherwise\n\n\n\n     contemplated herein;\n\n          (ii)      No Impairment.  The Servicer shall do nothing to\n     impair the rights of the Trust or the Certificateholders in\n     the  Receivables,  the  Dealer Agreements,  the  Dealer\n     Assignments, the Insurance Policies or the Other Conveyed\n     Property;\n\n          (iii)          No Amendments.  The Servicer shall not extend\n     or otherwise amend the terms of any Receivable, except in\n     accordance with Section 4.2; and\n\n          (iv)      Restrictions on Liens.  The Servicer shall not\n     (i) create, incur or suffer to exist, or agree to create,\n     incur or suffer to exist, or consent to cause or permit in\n     the  future  (upon  the happening of a  contingency  or\n     otherwise) the creation, incurrence or existence of any Lien\n     or restriction on transferability of the Receivables except\n     for the Lien in favor of the Trustee for the benefit of the\n     Certificateholders and Security Insurer, the Lien imposed by\n     the Spread Account Agreement in favor of the Trustee for the\n     benefit  of the Trustee and Security Insurer,  and  the\n     restrictions on transferability imposed by this Agreement or\n     (ii) sign or file under the Uniform Commercial Code of any\n     jurisdiction any financing statement which names AmeriCredit\n     or the Servicer as a debtor, or sign any security agreement\n     authorizing any secured party thereunder to  file  such\n     financing statement, with respect to the Receivables, except\n     in each case any such instrument solely securing the rights\n     and preserving the Lien of the Trustee, for the benefit of\n     the 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 and\n     correct, provided that such representations and warranties\n     contained therein and herein shall not apply to any entity\n     other than AmeriCredit;\n\n          (ii)      Organization and Good Standing.  The Servicer has\n     been duly organized and is validly existing and in good\n     standing under the laws of its jurisdiction of organization,\n\n\n\n     with power, authority and legal right to own its properties\n     and to conduct its business as such properties are currently\n     owned and such business is currently conducted, and had at\n     all relevant times, and now has, power, authority and legal\n     right to enter into and perform its obligations under this\n     Agreement;\n\n          (iii)          Due Qualification.  The Servicer is duly\n     qualified to do business as a foreign corporation in good\n     standing  and  has obtained all necessary licenses  and\n     approvals, in all jurisdictions in which the ownership or\n     lease of property or the conduct of its business (including\n     the  servicing of the Receivables as required  by  this\n     Agreement) requires or shall require such qualification;\n\n          (iv)      Power and Authority.  The Servicer has the power\n     and authority to execute and deliver this Agreement and its\n     Related Documents and to carry out its terms and  their\n     terms,  respectively, and the execution,  delivery  and\n     performance of this Agreement and the Servicer's Related\n     Documents have been duly authorized by the Servicer by all\n     necessary corporate action;\n\n          (v)       Binding Obligation.  This Agreement and the\n     Servicer's Related Documents shall constitute legal, valid\n     and binding obligations of the Servicer enforceable  in\n     accordance  with  their  respective  terms,  except  as\n     enforceability may be limited by bankruptcy, insolvency,\n     reorganization,  or  other similar laws  affecting  the\n     enforcement of creditors' rights generally and by equitable\n     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\n     transactions  contemplated by this  Agreement  and  the\n     Servicer's Related Documents, and the fulfillment of the\n     terms  of  this  Agreement and the  Servicer's  Related\n     Documents, shall not conflict with, result in any breach of\n     any of the terms and provisions of, or constitute (with or\n     without  notice or lapse of time) a default under,  the\n     articles of incorporation or bylaws of the Servicer, or any\n     indenture, agreement, mortgage, deed of trust or  other\n     instrument to which the Servicer is a party or by which it\n     is bound, or result in the creation or imposition of any\n\n\n\n     Lien upon any of its properties pursuant to the terms of any\n     such indenture, agreement, mortgage, deed of trust or other\n     instrument, other than this Agreement, or violate any law,\n     order, rule or regulation applicable to the Servicer of any\n     court  or  of  any  federal or state  regulatory  body,\n     administrative agency or other governmental instrumentality\n     having  jurisdiction over the Servicer or  any  of  its\n     properties;\n\n          (vii)          No Proceedings.  There are no proceedings or\n     investigations pending or, to the Servicer's knowledge,\n     threatened  against  the Servicer,  before  any  court,\n     regulatory body, administrative agency or other tribunal or\n     governmental instrumentality having jurisdiction over the\n     Servicer or its properties (A) asserting the invalidity of\n     this Agreement or any of the Related Documents, (B) seeking\n     to  prevent  the  issuance of the Certificates  or  the\n     consummation of any of the transactions contemplated by this\n     Agreement or any of the Related Documents, or (C) seeking\n     any  determination or ruling that might materially  and\n     adversely affect the performance by the Servicer of its\n     obligations under, or the validity or enforceability of,\n     this  Agreement or any of the Related Documents or  (D)\n     seeking to adversely affect the federal income tax or other\n     federal, state or local tax attributes of the Certificates;\n\n          (viii)    No Consents.  The Servicer is not required to\n     obtain  the consent of any other party or any  consent,\n     license, approval or authorization, or registration  or\n     declaration with, any governmental authority, bureau or\n     agency  in  connection  with the  execution,  delivery,\n     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 \nof a breach of any  of  the covenants set forth in Sections 4.5(a) or 4.6(a), \nthe  party discovering such breach shall give prompt written notice  to the  \nothers; provided, however, that the failure to give any such  notice  shall \nnot affect any obligation of AmeriCredit as  Servicer  under  this Section \n4.7.   As  of  the  second Accounting Date following its discovery or receipt \nof notice of  any  breach of any covenant set forth in Sections 4.5(a) or   \n4.6(a)  which  materially  and  adversely  affects  the \n\n\n\ninterests of the Certificateholders or the Security  Insurer in any \nReceivable (including any Liquidated Receivable) (or, at  AmeriCredit's  \nelection, the first  Accounting  Date  so following), AmeriCredit shall, \nunless such breach shall have been cured in all material respects, purchase \nfrom the Trust the  Receivable affected by such breach and, on the  related \nDeposit  Date,  AmeriCredit shall pay the  related  Purchase Amount.  It is \nunderstood and agreed that the obligation  of AmeriCredit  to  purchase  any  \nReceivable  (including   any Liquidated Receivable) with respect to which \nsuch  a  breach has occurred and is continuing shall, if such obligation  is \nfulfilled,  constitute the sole remedy  against  AmeriCredit for  such  \nbreach  available to the  Security  Insurer,  the Certificateholders   or   \nthe   Trustee   on  behalf    of Certificateholders;  provided,  however,  \nthat   AmeriCredit shall   indemnify  the  Trust,  the  Backup  Servicer,   \nthe Collateral Agent, the Security Insurer, the Trustee and  the \nCertificateholders  against all  costs,  expenses,  losses, damages,  claims \nand liabilities, including reasonable  fees and  expenses of counsel, which \nmay be asserted  against  or incurred  by  any of them as a result of third \nparty  claims arising  out  of the events or facts giving  rise  to  such \nbreach.\n\n     IV.8.           Total Servicing Fee; Payment of Certain Expenses by \nServicer; Compensating Interest.  (a)   On  each Distribution Date, the \nServicer shall be entitled to receive out  of  the Collection Account the \nBasic Servicing Fee  and any  Supplemental  Servicing Fee for the related  \nCollection Period  pursuant  to  Section 5.5.  The  Servicer  shall  be \nrequired  to  pay all expenses incurred by it in  connection with  its  \nactivities under this Agreement (including  taxes imposed  on  the Servicer, \nexpenses incurred  in  connection with  distributions  and reports made  by  \nthe  Servicer  to Certificateholders  or the Security Insurer  and  all  \nother fees  and  expenses of the Trustee, except taxes  levied  or assessed \nagainst the Trust, and claims against the Trust  in respect  of  \nindemnification,  which  taxes  and  claims  in respect  of indemnification \nagainst the Trust are  expressly stated  to be for the account of \nAmeriCredit).  The Servicer shall  be  liable for the fees and expenses of \nthe  Trustee, the  Custodian,  the Backup Servicer, the Collateral  Agent, \nthe  Lockbox Bank (and any fees under the Lockbox Agreement) and   the  \nIndependent  Accountants.   Notwithstanding   the foregoing  if  the  \nServicer shall  not  be  AmeriCredit,  a \n\n\n\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  \nthe  Trust  in  respect  of indemnification.\n\n           (b)  On or prior to each Determination Date,  the Servicer  shall  \ndeposit  in  the  Collection  Account  with respect  to  any Prepayment \nreceived on a Receivable  during the  related Collection Period, out of its \nown funds without any  right of reimbursement therefor, an amount equal to \nthe difference between (x) 30 days' interest at an interest rate equal  to  \nthe  weighted average of the Class A Pass-Through Rate  and  the  Class B \nPass-Through Rate on  the  Principal Balance  of  such  Receivable as of the  \nfirst  day  of  the related Collection Period and (y) the interest actually \npaid by  the  Obligor with respect to the Receivable during  such Collection  \nPeriod (any such amount paid  by  the  Servicer, \"Compensating Interest\").  \nThe Servicer shall in no event be required  to pay Compensating Interest with \nrespect  to  any Collection  Period in an amount in excess of  the  aggregate \nServicing Fee received by the Servicer with respect  to  all Receivables for \nthe related Collection Period.\n\n     IV.9.          Servicer's Certificate.  No later than 10:00 am.  New  \nYork  City  time on each Determination  Date,  the Servicer  shall deliver to \nthe Trustee, the Backup Servicer, the  Security Insurer, the Collateral Agent \nand each  Rating Agency  a  Servicer's Certificate executed by a  Responsible \nOfficer  of the Servicer containing among other things,  (i) all  information \nnecessary to enable the Trustee to make any withdrawal and deposit required \nby Section 6.3, to give  any notice   required  by  Section  6.3(b)  and  to  \nmake   the distributions required by Sections 5.5, (ii) all information \nnecessary  to  enable the Trustee to send the statements  to \nCertificateholders  and  the Security  Insurer  required  by Section 5.7, \n(iii) a listing of all Warranty Receivables and Administrative  Receivables  \npurchased  as  of  the  related Deposit  Date, identifying the Receivables so \npurchased  and (iv)  all  information necessary to enable  the  Trustee  to \nreconcile  all  deposits  to,  and  withdrawals  from,   the Collection  \nAccount  for the related Collection  Period  and Distribution  Date,  \nincluding the  accounting  required  by Section  5.7.  Receivables purchased \nby the Servicer  or  by the  Seller  on the related Deposit Date and each \nReceivable which  became a Liquidated Receivable or which was  paid  in \n\n\n\nfull during the related Collection Period shall be identified by account \nnumber (as set forth in the  Schedule of Receivables).  A copy of such \ncertificate may be obtained by  any  Certificateholder by a request in  \nwriting  to  the Trustee  addressed  to  the  Corporate  Trust  Office.    In \naddition  to  the  information set forth  in  the  preceding sentence,  the  \nServicer's  Certificate  delivered  to   the Security  Insurer, the \nCollateral Agent and the  Trustee  on the  Determination  Date shall also  \ncontain  the  following information: (a) the Delinquency Ratio, Average  \nDelinquency Ratio, Default Ratio, Average Default Ratio, Net Loss  Ratio and  \nAverage Net Loss Ratio for such Determination Date; (b) whether   any  \nTrigger  Event  has  occurred  as   of   such Determination Date; (c) whether \nany Trigger Event  that  may have  occurred  as of a prior Determination Date \nis  Deemed Cured as of such Determination Date; and (d) whether to  the \nknowledge  of the Servicer an Insurance Agreement  Event  of Default has \noccurred.\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 \neach Rating  Agency,  on  or  before October  31  (or  120 days after the end \nof  the  Servicer's fiscal  year, if other than June 30) of each year, \nbeginning on  October 31, 1996, an officer's certificate signed by any \nResponsible Officer of the Servicer, dated as of June 30 (or other  \napplicable  date) of such year, stating  that  (i)  a review  of  the  \nactivities  of  the  Servicer  during   the preceding  12-month period (or \nsuch other  period  as  shall have  elapsed from the Closing Date to the date \nof the first such   certificate)  and  of  its  performance  under   this \nAgreement  has  been made under such officer's  supervision, and  (ii) to \nsuch officer's knowledge, based on such review, the  Servicer has fulfilled \nall its obligations  under  this Agreement  throughout such period, or, if \nthere has  been  a default   in   the  fulfillment  of  any  such   \nobligation, specifying each such default known to such officer  and  the \nnature and status thereof.\n\n     (b)       The Servicer shall deliver to the Trustee, the Backup     \nServicer,    the    Security     Insurer,     the Certificateholders, the \nCollateral Agent,  and  each  Rating \n\n\n\nAgency,  promptly  after having obtained knowledge  thereof, but in no event \nlater than two (2) Business Days thereafter, written  notice  in an officer's \ncertificate  of  any  event which  with the giving of notice or lapse of \ntime, or  both, would  become  a Servicer Termination Event  under  Section \n10.1(a).   The Seller or the Servicer shall deliver  to  the Trustee,  the  \nBackup  Servicer, the Security Insurer,  the Collateral Agent, the Servicer \nor the Seller (as applicable) and  each  Rating  Agency  promptly  after  \nhaving  obtained knowledge  thereof,  but  in no event  later  than  two  (2) \nBusiness  Days  thereafter, written notice in  an  officer's certificate of \nany event which with the giving of notice  or lapse  of time, or both, would \nbecome a Servicer Termination Event under any other clause of Section 10.1.\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\"), \nwho  may  also  render   other services to the Servicer or to the Seller, to \ndeliver to the Trustee, the Backup Servicer, the Security Insurer and  each \nRating  Agency, on or before October 31 (or 120  days  after the  end  of the \nServicer's fiscal year, if other than  June 30)  of  each  year,  beginning \non October  31,  1996,  with respect to the twelve months ended the \nimmediately preceding June 30 (or other applicable date) (or such other \nperiod  as shall have elapsed from the Closing Date to the date of such \ncertificate),   a  statement  (the  \"Accountants'   Report\") addressed to the \nBoard of Directors of the Servicer, to  the Trustee, the Backup Servicer and \nto the Security Insurer, to the  effect that such firm has audited the books \nand records of AmeriCredit Corp., in which the Servicer is included as a \nconsolidated  subsidiary, and issued its report  thereon  in connection   \nwith  the  audit  report  on  the  consolidated financial statements of \nAmeriCredit Corp. and that (1)  such audit   was  made  in  accordance  with  \ngenerally  accepted auditing  standards, and accordingly included such tests  \nof the accounting records and such other auditing procedures as such firm \nconsidered necessary in the circumstances; (2) the firm  is  independent of \nthe Seller and the Servicer  within the  meaning  of  the  Code of \nProfessional  Ethics  of  the American Institute of Certified Public \nAccountants, and  (3) includes  a  report  on  the  application  of  agreed   \nupon procedures    to   three   randomly   selected    Servicer's \n\n\n\nCertificates  including the delinquency,  default  and  loss statistics  \nrequired to be specified therein noting  whether any exceptions or errors in \nthe Servicer's Certificates were found.\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  \nRegarding  Receivables.   The  Servicer   shall provide  to  representatives  \nof  the  Trustee,  the  Backup Servicer,  the  Certificateholders and the \nSecurity  Insurer reasonable   access  to  the  documentation  regarding   \nthe Receivables.   In each case, such access shall  be  afforded without  \ncharge but only upon reasonable request and  during normal  business  hours.  \nNothing  in  this  Section  shall derogate from the obligation of the \nServicer to observe  any applicable   law   prohibiting  disclosure  of   \ninformation regarding  the Obligors, and the failure of the Servicer  to \nprovide  access as provided in this Section as a  result  of such  obligation \nshall  not constitute  a  breach  of  this Section.\n\n     IV.13.          Monthly Tape.  On or before  the  fifth Business  Day,  \nbut  in  no event  later  than  the  seventh calendar  day, of each month, \nthe Servicer will  deliver  to the  Trustee and the Backup Servicer a \ncomputer tape  and  a diskette (or any other electronic transmission \nacceptable to the  Trustee and the Backup Servicer) in a format acceptable to \nthe  Trustee  and  the  Backup Servicer  containing  the information  with  \nrespect  to the  Receivables  as  of  the preceding Accounting Date necessary \nfor preparation  of  the Servicer's   Certificate   relating   to   the   \nimmediately 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 \nacceptable to the Trustee  and  the Backup   Servicer)  to  verify  the  \nServicer's  Certificate delivered  by  the Servicer, and the Backup  Servicer \nshall certify  to  the Controlling Party that it has verified  the \nServicer's Certificate in accordance with this Section  4.13 and  shall \nnotify the Servicer and the Controlling Party  of any  discrepancies, in each \ncase, on or  before  the  second Business Day following the Determination \nDate.  In the event \n\n\n\nthat  the  Backup  Servicer reports any  discrepancies,  the Servicer  and \nthe Backup Servicer shall attempt to reconcile such  discrepancies prior to \nthe related Distribution  Date, but  in  the  absence  of a reconciliation,  \nthe  Servicer's Certificate  shall control for the purpose  of  calculations \nand  distributions with respect to the related  Distribution Date.   In  the  \nevent  that  the Backup  Servicer  and  the Servicer are unable to reconcile \ndiscrepancies with  respect to  a  Servicer's  Certificate by the  related  \nDistribution Date,  the Servicer shall cause the Independent Accountants, at  \n the   Servicer's  expense,  to  audit  the   Servicer's Certificate and, \nprior to the third Business Day, but in  no event  later  than the fifth \ncalendar day, of the  following month, reconcile the discrepancies.  The \neffect, if any,  of such  reconciliation shall be reflected  in  the  \nServicer's Certificate for such next succeeding Determination Date.  In \naddition,  upon  the  occurrence of a  Servicer  Termination Event the \nServicer shall, if so requested by the Controlling Party  deliver to the \nBackup Servicer its Collection Records and its Monthly Records within 15 days \nafter demand therefor and  a  computer tape containing as of the close of \nbusiness on  the  date  of demand all of the data maintained  by  the \nServicer in computer format in connection with servicing the Receivables.  \nOther than the duties specifically  set  forth in  this  Agreement,  the  \nBackup  Servicer  shall  have  no obligations  hereunder,  including, without \n limitation,  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  \nhereby covenants and agrees to act as  such  under this  Agreement  for  an  \ninitial term,  commencing  on  the Closing Date and ending on March 31, 1996, \nwhich term  shall be  extendible  by  the  Controlling  Party  for  \nsuccessive quarterly   terms  ending  on  each  successive   June   30, \nSeptember  30  and  December 31 (or, pursuant  to  revocable written  \nstanding  instructions from time  to  time  to  the Servicer  and the Trustee \nfor any specified number of  terms greater than one), until the Certificates \nare paid in  full. Each such notice (including each notice pursuant to \nstanding instructions, which shall be deemed delivered at the end  of \nsuccessive  quarterly terms for so long as such instructions are  in  effect) \n(a \"Servicer Extension Notice\")  shall  be delivered  by  the Security \nInsurer to the Trustee  and  the \n\n\n\nServicer.  The Servicer hereby agrees that, as of  the  date hereof  and upon \nits receipt of any such Servicer  Extension Notice,  the  Servicer shall \nbecome bound, for  the  initial term  beginning on the Closing Date and for \nthe duration  of the  term  covered  by  such Servicer Extension  Notice,  to \ncontinue  as the Servicer subject to and in accordance  with the other \nprovisions of this Agreement.  Until such time  as an Insurer Default shall \nhave 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  received  any  Servicer  Extension  Notice  from   the \nSecurity  Insurer,  the  Trustee  will,  within  five   days thereafter, give \nwritten notice of such non-receipt  to  the Security Insurer and the Servicer.\n\n     IV.15.          Fidelity Bond and Errors and  Omissions Policy.   The  \nServicer has obtained, and shall continue  to maintain  in  full  force and \neffect, a  Fidelity  Bond  and Errors and Omissions Policy of a type and in \nsuch amount  as is  customary  for  servicers engaged  in  the  business  of \nservicing automobile receivables.\n\nV     DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS\n\n          V.1.   Accounts.  The Servicer shall establish the Collection  \nAccount  in  the name of  the  Trustee  for  the benefit of the \nCertificateholders.  The Servicer shall  also establish  the Policy Payments \nAccount in the  name  of  the Trustee  for  the benefit of the Class A \nCertificateholders. Each  of  the  Collection Account and  the  Policy  \nPayments Account shall be an Eligible Account and initially shall  be a  \nsegregated trust account established with the Trustee and maintained  with  \nthe  Trustee.  All  amounts  held  in  the Collection  Account  shall,  to  \nthe  extent  permitted   by applicable laws, rules and regulations, be \ninvested  by  the Trustee, as directed in writing by the Servicer, in \nEligible Investments  that  mature not later than  one  Business  Day prior \nto the Distribution Date for the Collection Period  to which such amounts \nrelate.  Any such written direction shall certify  that  any  such investment \nis  authorized  by  this Section  5.1.  Investments in Eligible Investments \nshall  be made   in  the  name  of  the  Trustee  on  behalf  of   the \nCertificateholders, and such investments shall not  be  sold or  disposed  of \nprior to their maturity.  The  Trustee  may \n\n\n\ntrade with itself or an Affiliate in the purchase or sale of Eligible  \nInvestments.   Any  investment  of  funds  in  the Collection  Account  shall \nbe made in  Eligible  Investments held  by  a  financial  institution with  \nrespect  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,  \nprovided  that such Eligible  Investments  are (i)  specific certificated \nsecurities (as such term is  used in  the Texas UCC, and (ii) either (A) in \nthe possession  of such  institution  or (B) in the possession  of  a  \nclearing corporation as such term is used in the New York UCC and the Texas   \nUCC,  registered  in  the  name  of  such   clearing corporation, not \nendorsed for collection or surrender or any other  purpose  not involving \ntransfer, not  containing  any evidence  of  a  right  or interest  \ninconsistent  with  the Trustee's  security  interest  therein,  and  held  \nby  such clearing  corporation  in an account  of  such  institution. Subject \n to  the other provisions hereof, the Trustee  shall have  sole control over \neach such investment and the  income thereon,  and any certificate or other \ninstrument evidencing any such investment, if any, shall be delivered \ndirectly  to the  Trustee  or its agent, together with each  document  of \ntransfer,  if  any,  necessary to  transfer  title  to  such investment  to  \nthe Trustee in a manner which complies  with this  Section 5.1.  All \ninterest, dividends, gains upon sale and  other income from, or earnings on, \ninvestments of funds in   the  Collection  Account  shall  be  deposited  in  \nthe Collection  Account,  and, in the  case  of  the  Collection Account,  \ndistributed on the next Distribution Date pursuant to  Section 5.5.  The \nSeller shall deposit in the Collection Account  an amount equal to any net \nloss on such investments immediately as realized.  Amounts in Policy Payments \nAccount shall  not  be invested.  On the Closing Date, the  Servicer shall  \ndeposit  in the Collection Account (i) all  Scheduled Payments  and  \nprepayments of Receivables  received  by  the Lockbox Bank after the Cut-off \nDate and prior to the Closing Date  or received by the Lockbox Bank after the \nCut-off Date and at least two Business Days prior to the Closing Date and \n(ii)  all  Liquidation  Proceeds and proceeds  of  Insurance Policies  \nrealized  in  respect of a  Financed  Vehicle  and applied by the Servicer \nafter the Cut-off Date.\n\n          V.2.   Collections.  (a)  The Servicer shall establish the \nSubcollection  Account in the name of the  Trustee  for  the \n\n\n\nbenefit   of   the  Certificateholders.   The  Subcollection Account  shall \nbe an Eligible Account satisfying clause  (i) of the definition of \"Eligible \nAccount,\" and shall initially be   established  with  First  Interstate  \nBank,  N.A.   The Servicer  shall remit directly to the Subcollection  \nAccount without  deposit into  any  intervening  account  (i)   all payments \nby or on behalf of the Obligors on the Receivables, (ii)  all Liquidation \nProceeds received by the Servicer  and (iii)  any Compensating Interest, in \neach case, as  soon  as practicable,  but  in no event later than the  \nBusiness  Day after  receipt  thereof.   Within two  days  of  deposit  of \npayments into the Subcollection Account, the Servicer  shall cause  all \namounts credited to the Subcollection Account  to be  transferred to the \nCollection Account.  Amounts  in  the Subcollection Account shall not be \ninvested.\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 \npreviously deposited in the Collection  Account but later determined by the \nServicer  or the Lockbox Bank to have resulted from mistaken deposits  or \npostings  or  checks returned for insufficient  funds.   The amount  to  be  \nreimbursed hereunder shall be  paid  to  the Servicer  on  the  related  \nDistribution  Date  pursuant  to Section 5.5(a)(i) upon certification by the \nServicer of such amounts and the provision of such information to the Trustee \nand  the Security Insurer as may be necessary in the opinion of  the  Trustee \nand  the Security Insurer  to  verify  the accuracy  of  such  \ncertification.  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 \nDefault shall have occurred and be continuing)  give the  Trustee  notice  to \nsuch effect, following  receipt  of which  the  Trustee  shall not make a  \ndistribution  to  the Servicer in respect of such amount pursuant to Section  \n5.5, or  if  the  Servicer  prior  thereto  has  been  reimbursed pursuant  \nto  Section 5.5 or Section 5.6, the Trustee  shall withhold  such  amounts \nfrom amounts otherwise distributable to the Servicer on the next succeeding \nDistribution Date.\n\n          V.3.   Application of Collections.  For the purposes of this \nAgreement, all collections for a Collection Period shall  be applied by the \nServicer as follows:\n\n\n\n          (a)    With respect to each Receivable (other than a\n     Purchased Receivable), payments by or on behalf of  the\n     Obligor (other than of Supplemental Servicing Fees with\n     respect to such Receivable, to the extent collected) shall\n     be applied to interest and principal in accordance with the\n     Simple Interest Method.  With respect to each Liquidated\n     Receivable,  Liquidation Proceeds shall be  applied  to\n     interest and principal with respect to such Receivable in\n     accordance with the Simple Interest Method.  Any prepayment\n     of  principal  during each Collection Period  shall  be\n     immediately applied to reduce the principal balance of the\n     Receivable during such Collection Period.\n\n          (b)    With respect to each Receivable that has become a\n     Purchased Receivable on any Deposit Date, the  Purchase\n     Amount shall be applied, for purposes of this Agreement\n     only,  to  interest and principal on the Receivable  in\n     accordance with the terms of the Receivable as  if  the\n     Purchase  Amount had been paid by the  Obligor  on  the\n     Accounting Date.  The Servicer shall not be entitled to any\n     Supplemental  Servicing Fees with  respect  to  such  a\n     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\n     Servicer as Supplemental Servicing Fees hereunder shall be\n     deposited in the Collection Account and paid to the Servicer\n     in accordance with Section 5.5(a)(i).\n\n          (d)    All payments by or on behalf of an Obligor received\n     with  respect  to  any Purchased Receivable  after  the\n     Accounting Date immediately preceding the Deposit Date on\n     which the Purchase Amount was paid by the Seller or the\n     Servicer  shall be paid to the Seller or the  Servicer,\n     respectively, and shall not be included in the Available\n     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  \naggregate  Purchase Amounts  with  respect  to Administrative   Receivables \nand   Warranty   Receivables, respectively.   All such deposits of Purchase \nAmounts  shall be  made in immediately available funds.  On or before  each \nDraw Date, the Trustee shall remit to the Collection Account any  amounts  \ndelivered  to the Trustee  by  the  Collateral \n\n\n\n\n\nAgent.\n\n          V.5.   Distributions.  (a)  On each Distribution Date, the Trustee  \nshall (x) distribute all amounts deposited  by  the Security  Insurer  under  \nSection 5.8  as  directed  by  the Security  Insurer, and (y) (based solely \non the  information contained  in  the  Servicer's  Certificate  delivered  \nwith respect  to  the related Determination Date) distribute  the following \namounts and in the following order of priority:\n\n         (i)  first, from the Distribution Amount, to the Servicer,\n     the Basic Servicing Fee for the related Collection Period,\n     any Supplemental Servicing Fees for the related Collection\n     Period, and any amounts specified in Section 5.2(b), to the\n     extent the Servicer has not reimbursed itself in respect of\n     such amounts pursuant to Section 5.6;\n\n         (ii)  second, from the Distribution Amount, to any Lockbox\n     Bank,  Trustee,  Backup Servicer  or  Collateral  Agent\n     (including the Trustee if acting in any such additional\n     capacity), any accrued and unpaid fees and, in the case of\n     the Lockbox Bank, amounts related to insufficient funds\n     checks (in each case, to the extent such Person has not\n     previously  received such amount from the  Servicer  or\n     AmeriCredit);\n\n         (iii)  third, from the Amount Available to the Class A\n     Certificateholders, the Class A Interest  Distributable\n     Amount for such Distribution Date;\n\n         (iv)  fourth, from the Amount Available to the Class A\n     Certificateholders, the Class A Principal Distributable\n     Amount for such Distribution Date;\n\n         (v)   fifth, from the Distribution Amount to the Security\n     Insurer, to the extent of any amounts owing to the Security\n     Insurer under the Insurance Agreement and not paid, whether\n     or not AmeriCredit is also obligated to pay such amounts;\n\n         (vi)  sixth, from Available Funds, to the Class B\n     Certificateholders,  the  Class   B   Coupon   Interest\n     Distributable Amount for such Distribution Date;\n\n         (vii)  seventh, from Available Funds, to the Class B\n     Certificateholders, the Class B Principal Distributable\n\n\n\n\n\n     Amount 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\n     such Distribution Date;\n\nprovided, however, that ARC as the Class B Certificateholder hereby  \nirrevocably pledges the Class B Certificates to  the Collateral  Agent  \npursuant to the Spread Account  Agreement and   hereby  irrevocably  agrees  \nthat  amounts   otherwise distributable to the Class B Certificateholder  \npursuant  to the  foregoing shall instead be delivered by the Trustee  to the \nCollateral Agent for the deposit in the Spread Account, and the Trustee \nhereby agrees to deliver such amounts to the Collateral Agent pursuant to the \nSpread 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 \nthe applicable Servicer's Certificate, on  each  Distribution Date the \nTrustee shall distribute  to each Certificateholder of record on the \npreceding Accounting Date  either (i) by wire transfer, in immediately  \navailable funds  to  the  account of such holder at a  bank  or  other entity \nhaving appropriate facilities therefor, if such Certi ficateholder  holds \nCertificates representing  at  least  $5 million   in  Class  A  Certificate  \nBalance  or   Class   B Certificate  Balance as of the Cut-off  Date,  and  \nif  such Certificateholder  shall  have  provided  to   the   Trustee \nappropriate  instructions not later than 15  days  prior  to such  \nDistribution  Date, or (ii) by check  mailed  to  such Certificateholder at \nthe address of such Holder appearing in the Certificate Register, such \nHolder's Fractional Undivided Interest of either the Class A Distributable \nAmount  or  the Class  B Distributable Amount, as applicable, to the  extent \nfunds therefore are distributed under Section 5.5(a).\n\n          V.6.   Net Deposits.  The Servicer may make the remittances to  be  \nmade by it pursuant to Sections 5.2 and 5.4  net  of amounts  (which  amounts \nmay be netted  prior  to  any  such remittance for a Collection Period) to be \ndistributed to  it pursuant to Sections 4.8 and 5.2(b) and (subject to  \npayment by  the  Servicer of amounts otherwise payable  pursuant  to Sections \n4.8, 5.2, 5.5(a)(i) and 5.5(a)(ii), for so long  as no   Servicer   \nTermination  Event  has  occurred   and   is continuing;  provided  however,  \nthat  the  Servicer   shall \n\n\n\n\n\naccount  for  all of such amounts in the related  Servicer's Certificate   \nas   if  such  amounts  were   deposited   and distributed separately; \nand, provided, further, that  if  an error  is made by the Servicer in \ncalculating the amount  to be  deposited  or retained by it, with the  \nresult  that  an amount  less  than required is deposited in  the  \nCollection Account, the Servicer shall make a payment of the deficiency to \n the Collection Account, immediately upon becoming aware, or receiving \nnotice from the Trustee, of such error.\n\n          V.7.   Statements to Certificateholders.  (a)  On each Distribution \n Date,  the  Trustee shall  include  with  each distribution  to each \nCertificateholder, a statement  (which statement shall also be provided to \nthe Security Insurer and to   each  Rating  Agency)  based  on  information  \nin   the Servicer's    Certificate   delivered   on    the    related \nDetermination  Date pursuant to Section 4.9,  setting  forth for the \nCollection Period relating to such Distribution Date the following \ninformation:\n\n               (i)    in the case of the Class A and Class B\n     Certificateholders,  the amount  of  such  distribution\n     allocable to principal;\n\n               (ii)   in the case of the Class A and Class B\n     Certificateholders,  the amount  of  such  distribution\n     allocable to interest;\n\n               (iii)  the amount of such distribution payable out of\n     amounts withdrawn from the Spread Account or pursuant to a\n     claim on the Policy;\n\n               (iv)   the Class A Certificate Balance and the Class B\n     Certificate Balance, as applicable, (after giving effect to\n     distributions made on such Distribution Date);\n\n               (v)    the amount of fees paid by the Trust with respect to\n     such Collection Period;\n\n               (vi)   the amount of the Class A Interest Carryover\n     Shortfall, Class A Principal Carryover Shortfall, Class B\n     Interest Carryover Shortfall and Class B Principal Carryover\n     Shortfall, if any, on such Distribution Date and the change\n     in such amounts from those of the prior Distribution Date;\n\n\n\n\n\n\n\n               (vii)  the Class A Certificate Factor and the Class B\n     Certificate Factor as of such Distribution Date;\n\n               (viii) the Delinquency Ratio, Average Delinquency\n     Ratio, Default Ratio, Average Default Ratio, Net Loss Ratio\n     and Average Net Loss Ratio 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\n     of a prior Determination Date is Deemed Cured (as defined in\n     the Spread Account Agreement), as of such Determination\n     Date;\n\n               (xi)   whether an Insurance Agreement Event of Default has\n     occurred;\n\n               (xii)  the Pool Factor (after giving effect to\n     distributions made on such Distribution Date); and\n\n               (xiii) Cumulative Net Losses.\n\nEach  amount  set  forth pursuant to  subclauses  (i)  (such amounts  \nbroken  down by Class of Certificate),  (ii)  (such amounts broken down by \nClass of Certificate), (iv) and  (vi) above  shall be expressed as a \ndollar amount per $1,000  of original  principal balance of a Certificate \nof the  related Class.\n\n          (b)    Within the prescribed period of time for tax reporting  \npurposes  after the end  of  each  calendar  year during  the term of this \nAgreement, the Trustee shall  mail, to  each  Person who at any time during \nsuch  calendar  year shall  have  been  a  Holder of a Certificate,  a  \nstatement containing the sum of the amounts set forth in clauses  (i), (ii),  \nand (v) (separately indicating amounts in respect  of the Class A \nCertificates and the Class B Certificates in the case  of (i) and (ii)) and \nsuch other information, requested in  writing  by  the  Servicer,  if  any,  \nas  the  Servicer determines  is necessary to permit the Certificateholder  \nto ascertain  its  share of the gross income and deductions  of the Trust \n(exclusive of the Supplemental Servicing Fee), for such  calendar year or, in \nthe event such Person shall  have been  a  Holder  of a Certificate during a \nportion  of  such \n\n\n\n\ncalendar year, for the applicable portion of such year,  for the  purposes \nof such Certificateholder's preparation of fed eral income tax returns.\n\n          V.8.   Optional Deposits by the Security Insurer.  The Security  \nInsurer shall at any time, and from time  to  time have  the  option  (but  \nshall not be  required,  except  as provided in Section 6.4 and in accordance \nwith the terms  of the  Policy)  to deliver amounts to the Trustee for  \ndeposit into  the  Collection  Account  for  any  of  the  following \npurposes: (i) to provide funds in respect of the payment  of fees  or  \nexpenses of any provider of services to the  Trust with  respect to such \nDistribution Date, (ii) to  distribute as a component of the Class A \nPrincipal Distributable Amount to the extent that the Class A Certificate \nBalance as of the Determination Date preceding such Distribution Date  \nexceeds the Class A Percentage of the Aggregate Principal Balance as of  such \nDetermination Date, or (iii) to include such amount as  part  of  the  Class  \nA Distributable  Amount  for  such Distribution Date to the extent that \nwithout such  amount  a draw would be required to be made on the Policy.\n\nVI     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  \nhereby agrees to make a capital contribution to  ARC on  the  Closing Date to \nenable ARC to purchase the Class  B Certificates and make the initial Spread \nAccount deposit.\n\n          (a)       ARC, as the initial Class B Certificateholder agrees,  \nsimultaneously with the execution and  delivery  of this  Agreement, to \nexecute and deliver the  Spread  Account Agreement  and,  pursuant to the \nterms thereof,  to  deposit $972,027.83 in the Spread Account.\n\n          VI.2.       Policy.  The Servicer and the Seller agree, \nsimultaneously  with  the execution  and  delivery  of  this Agreement, to \ncause the Security Insurer to issue the Policy for  the  benefit of the Trust \nin accordance with the  terms thereof.\n\n          VI.3.       Withdrawals from Spread Account.  (a)  In the event  \nthat the Servicer's Certificate with respect  to  any \n\n\n\n\nDetermination  Date  shall state  that  the  amount  of  the Available \nFunds with respect to such Determination  Date  is less  than  the  sum of \nthe amounts payable on  the  related Distribution  Date pursuant to \nclauses (i)  through  (v)  of Subsection 5.5(a) (such deficiency being a \n\"Deficiency Claim Amount\")  then  on  the  Deficiency Claim  Date  \nimmediately preceding such Distribution Date, the Trustee shall  deliver \nto  the  Collateral  Agent, the Security  Insurer,  and  the Servicer, by \nhand delivery, telex or facsimile transmission, a  written  notice  (a \n\"Deficiency Notice\")  specifying  the Deficiency  Claim Amount for such \nDistribution  Date.   Such Deficiency Notice shall direct the Collateral \nAgent to remit such  Deficiency Claim Amount (to the extent  of  the  \nfunds 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 \n York  City  time, on  the  fourth  Business  Day preceding  such \nDistribution Date.  The amounts  distributed by  the  Collateral  Agent  to \nthe  Trustee  pursuant  to  a Deficiency Notice shall be deposited by the \nTrustee into the Collection Account pursuant to Section 5.4.\n\n          VI.4.       Claims Under Policy.  (a)  In the event that the \nTrustee  has delivered a Deficiency Notice with  respect  to any  \nDetermination Date, the Trustee shall determine on  the related  Draw  Date  \nwhether the sum of (i)  the  amount  of Available Funds with respect to such \nDetermination Date  (as stated  in the Servicer's Certificate with respect  \nto  such Determination  Date) plus (ii) the amount of the  Deficiency Claim  \nAmount,  if  any, to be delivered by  the  Collateral Agent  to  the  Trustee \n pursuant  to  a  Deficiency  Notice delivered with respect to such \nDistribution Date (as  stated in  the  certificate delivered on the \nimmediately  preceding Deficiency  Claim Date by the Collateral Agent  \npursuant  to Section  3.03(a) of the Spread Account Agreement)  would  be \ninsufficient,  after  giving  effect  to  the  distributions required  by \nSection 5.5(a)(i)-(ii), to pay the sum  of  the Class  A  Interest  \nDistributable Amount  and  the  Class  A Principal  Distributable Amount for \nthe related Distribution Date,  then in such event the Trustee shall furnish  \nto  the Security Insurer no later than 12:00 noon New York City time on  the \nrelated Draw Date a completed Notice of Claim in the amount  of the shortfall \nin amounts so available to pay  the \n\n\n\n\nClass  A  Interest  Distributable Amount  and  the  Class  A Principal   \nDistributable  Amount  with  respect   to   such Distribution  Date (the \namount of any such  shortfall  being hereinafter  referred  to  as the  \n\"Policy  Claim  Amount\"). Amounts paid by the Security Insurer under the \nPolicy  shall be deposited by the Trustee into the Policy Payments Account \nand  thereafter into the Collection Account for  payment  to Class A \nCertificateholders on the related Distribution  Date (or  promptly \nfollowing payment on a later 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  \nclaimed under the  Policy  and  shall constitute  a  \"Notice  of  Claim\"  \nunder  the  Policy.   In accordance  with the provisions of the Policy, the  \nSecurity Insurer  is required to pay to the Trustee the Policy  Claim Amount  \nproperly claimed thereunder by 12:00 noon, New  York City  time,  on  the  \nlater of (i) the  third  Business  Day following receipt on a Business Day of \nthe Notice of  Claim, and (ii) the applicable Distribution Date.  Any payment \nmade by  the  Security Insurer under the Policy shall be  applied solely  to \nthe payment of the Class A Certificates, and  for no other purpose.\n\n          (b)    The Trustee shall (i) receive as attorney-in-fact of each  \nCertificateholder any Policy  Claim  Amount  from  the Security Insurer and \n(ii) deposit the same in the Collection Account  for  disbursement to the \nClass A Certificateholders as set forth in clauses (iii) and (iv) of \nsubsection 5.5(a). Any  and  all Policy Claim Amounts disbursed by the  \nTrustee from  claims  made under the Policy shall not be  considered payment \nby the Trust or from the Spread Account with respect to  such  Class A \nCertificates, and shall not discharge  the obligations of the Trust with \nrespect thereto.  The Security Insurer  shall,  to  the extent it makes  any  \npayment  with respect  to  the Class A Certificates, become subrogated  to \nthe  rights of the recipients of such payments to the extent of  such  \npayments.   Subject to and  conditioned  upon  any payment  with respect to \nthe Class A Certificates by  or  on behalf of the Security Insurer, the \nTrustee shall assign  to the  Security Insurer all rights to the payment of  \ninterest or  principal with respect to the Class A Certificates which are  \nthen due for payment to the extent of all payments made by  the  Security  \nInsurer  and  the  Security  Insurer  may \n\n\n\n\nexercise  any  option, vote, right, power or the  like  with respect  to \nthe Class A Certificates to the extent  that  it has  made payment \npursuant to the Policy.  To evidence  such subrogation,  the  Certificate  \nRegistrar  shall  note   the Security  Insurer's rights as subrogee upon \nthe register  of Class  A  Certificateholders upon receipt from the  \nSecurity Insurer of proof of payment by the Security Insurer  of  any \nClass  A  Interest Distributable Amount or Class A Principal Distributable \nAmount.\n\n          (c)    The Trustee shall be entitled to enforce on behalf of the  \nClass  A  Certificateholders  the  obligations  of  the Security  Insurer  \nunder  the Policy.   Notwithstanding  any other  provision of this Agreement, \nthe Class A  Certificate holders  are not entitled to institute proceedings  \ndirectly against the Security Insurer.\n\n          VI.5.       Preference Claims; Direction of Proceedings. (a)   In \nthe event that the Trustee has received a certified copy  of an order of the \nappropriate court that any Class  A Interest   Distributable  Amount  or   \nClass   A   Principal Distributable Amount paid on a Class A Certificate has  \nbeen avoided  in  whole or in part as a preference payment  under applicable  \nbankruptcy law, the Trustee shall so notify  the Security  Insurer, shall \ncomply with the provisions  of  the Policy  to  obtain payment by the \nSecurity Insurer  of  such avoided  payment, and shall, at the time it \nprovides  notice to  the  Security Insurer, notify Holders  of  the  Class  A \nCertificates  by mail that, in the event that  any  Class  A \nCertificateholder's payment is so recoverable, such Class  A \nCertificateholder  will be entitled to payment  pursuant  to the  terms  of  \nthe Policy.  Pursuant to the  terms  of  the Policy,  the  Security  Insurer \nwill make  such  payment  on behalf  of  the  Class A Certificateholder to \nthe  receiver, conservator,  debtor-in-possession or trustee in  bankruptcy \nnamed in the Order (as defined in the Policy) and not to the Trustee or any \nClass A Certificateholder directly (unless  a Class  A  Certificateholder has \npreviously paid such payment to   the  receiver,  conservator,  \ndebtor-in-possession   or trustee  in  bankruptcy, in which case the Security \n Insurer will  make  such payment to the Trustee for distribution  to such  \nClass  A Certificateholder upon proof of such  payment reasonably \nsatisfactory to the Security Insurer).\n\n          (a)    The Trustee shall promptly notify the Security \n\n\n\n\n\nInsurer  of any proceeding or the institution of any  action (of  which  \nthe  Trustee has actual knowledge)  seeking  the avoidance   as  a  \npreferential  transfer  under  applicable bankruptcy,  insolvency,  \nreceivership,  rehabilitation   or similar law (a \"Preference Claim\") of \nany distribution  made with  respect to the Class A Certificates.  Each \nHolder,  by its purchase of Class A Certificates, and the Trustee hereby \nagrees  that  so long as an Insurer Default shall  not  have occurred and \nbe continuing, the Security Insurer may at  any time during the \ncontinuation of any proceeding relating to a Preference  Claim  direct  \nall  matters  relating  to   such Preference  Claim  including, without  \nlimitation,  (i)  the direction  of  any  appeal  of any  order  relating  \nto  any Preference  Claim  and  (ii)  the  posting  of  any  surety, \nsupersedeas or performance bond pending any such  appeal  at the  expense  \nof  the  Security  Insurer,  but  subject   to reimbursement  as provided \nin the Insurance  Agreement.   In addition,  and without limitation of the \nforegoing,  as  set forth  in  Section  6.4(c), the Security  Insurer  \nshall  be subrogated  to, and each Class A Certificateholder  and  the \nTrustee  hereby  delegate and assign, to the fullest  extent permitted by \nlaw, the rights of the Trustee and each Class A Certificateholder  in  the \nconduct of  any  proceeding  with respect   to   a Preference  Claim,   \nincluding,   without limitation,  all  rights  of  any party  to  an   \nadversary 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 \nPolicy   to  the  Security   Insurer   for cancellation  upon  its \nexpiration in  accordance  with  the terms 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 \nthe identity of the entity with which those others are concerned, and \nparticularly will  use its  best  efforts  to  avoid the appearance  of  \nconducting business  on  behalf of any affiliate thereof  or  that  the \nassets  of  the  ARC are available to pay the  creditors  of AmeriCredit  or \nAmeriCredit Corp. or any affiliate  thereof. Without  limiting the generality \nof the foregoing, all  oral and  written  communications, including, without \nlimitation, \n\n\n\n\n\n\nletters,  invoices,  purchase orders, contracts,  statements and  \nloan applications, will be 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 \ntime per annum.\n\n      (d)   ARC  shall obtain proper authorization from  its shareholders  of \nall corporate action requiring  shareholder approval, meetings of the \nshareholders of ARC shall be  held not less frequently than one time per \nannum.\n\n      (e)   Although the organizational expenses of ARC have been  paid  by  \nAmeriCredit, the Seller shall  pay  its  own operating expenses and \nliabilities from 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 \naffiliate thereof.\n\n      (g)  The resolutions, agreements and other instruments of   ARC  \nunderlying  the  transactions  described  in   the Insurance  Agreement and \nin the other Transaction  Documents shall  be continuously maintained by ARC \nas official records of  ARC,  separately  identified and  held  apart  from  \nthe records  of  AmeriCredit  Corp.  and  AmeriCredit  and  each affiliate \nthereof.\n\n      (h)   ARC  shall maintain an arm's-length relationship with  \nAmeriCredit Corp. and AmeriCredit and  the  affiliates thereof,  and will not \nhold itself out as being  liable  for the  debts  of  AmeriCredit  Corp.  or  \nAmeriCredit  or  any affiliate thereof.\n\n      (i)   ARC shall keep its assets and liabilities wholly separate  from  \nthose of all other entities, including,  but \n\n\n\n\n\n\nnot  limited  to  AmeriCredit  Corp.,  AmeriCredit  and  the affiliates \nthereof.\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 \nthe parties hereto in writing.\n\n     VI.8.           Restrictions on Liens.  ARC  shall  not (i)  create, \nincur or suffer to exist, or agree  to  create, incur  or suffer to exist, or \nconsent to cause or permit  in the   future  (upon  the  happening  of  a  \ncontingency   or otherwise) the creation, incurrence or existence of any Lien \nor  restriction on transferability of the Receivables except for  the Lien in \nfavor of the Trustee for the benefit of the Certificateholders  and  the  \nSecurity  Insurer,  the   Lien imposed  by  the Spread Account Agreement in  \nfavor  of  the Trustee  for the benefit of the Certificateholders  and  the \nSecurity  Insurer,  and the restrictions on  transferability imposed  by  \nthis Agreement or (ii) sign or file  under  the Uniform  Commercial Code of \nany jurisdiction  any  financing statement  which names AmeriCredit or ARC as \n a  debtor,  or sign  any  security agreement authorizing any secured  party \nthereunder to file such financing statement, with respect to the  \nReceivables,  except in each case any  such  instrument solely  securing the \nrights and preserving the Lien  of  the Trustee  for the benefit of the \nCertificateholders  and  the Security Insurer.\n\n     VI.9.          Creation of Indebtedness; Guarantees.  ARC shall  not  \ncreate,  incur, assume or suffer  to  exist  any indebtedness other than \nindebtedness guaranteed or  approved in   writing  by  the  Security  Insurer \n other   than   the Transaction Documents.  Without the prior written consent \nin writing  of  the  Security Insurer,  ARC  shall  not  assume guarantee,  \nendorse  or otherwise be or become  directly  or contingently  liable for the \nobligations of any  Person  by, among  other things, agreeing to purchase any \nobligation  of another Person, agreeing to advance funds to such Person  or \ncausing  or assisting such Person to 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 \n\n\n\n\n\nDocuments; or\n\n      (b)  engage in any business or activity other than  in connection with \nthis 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 \nand the Controlling Party and without  giving prior written notice to the \nRating Agencies, amend Article III, Article IX, Article XIV or Article XVI of \nits certificate of incorporation.\n\n\nVII                   THE CERTIFICATES\n\n          VII.1.      The Certificates.  (a)  The Class A Certificates and   \nthe   Class  B  Certificates  shall   be   issued   in denominations  of  \n$1,000  initial  principal   amount   and integral  multiples  thereof,  \nexcept  that  one   Class   A Certificate and one Class B Certificate shall \nbe issued in a denomination  that  includes  any  residual   amount.    The \nCertificates shall be executed on behalf of the  Trustee  by manual or \nfacsimile signature of any Responsible Officer  of the  Trustee having such \nauthority under the Trustee's  seal imprinted  or  otherwise  affixed thereon \n and  attested  on behalf  of  the Trustee by the manual or facsimile \nsignature of   any   other   Responsible  Officer  of   the   Trustee. \nCertificates  bearing the manual or facsimile signatures  of individuals who \nwere, at the time when such signatures  were affixed,  authorized to sign on \nbehalf of the Trustee  shall be   valid   and   binding   obligations   of   \nthe   Trust, notwithstanding that such individuals or any  of  them  have \nceased  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 \ncause the Certificates to be executed on behalf of the Trust, authenticated, \nand delivered to or upon the order  of the  Seller (or in the case of the \nClass B Certificates, the Seller  hereby  authorizes  the  Trustee  to  \nexecute   such Certificates on behalf of the Trust), signed by its chairman \nof  the  board,  its  vice  chairman,  its  chief  financial officer,  its \npresident, any vice president, its  treasurer, \n\n\n\n\n\nor  any  assistant treasurer, its secretary or any assistant secretary,  \nwithout further corporate action by the  Seller, in   exchange  for  the  \nReceivables  and  the  other  Trust Property,  simultaneously  with  the  \nsale,  assignment  and transfer to the Trustee of the Receivables, and the \ndelivery to  the Trustee of the Receivable Files and the other  Trust \nProperty.  Such Certificates shall be duly executed  by  the Trustee,  in  \nauthorized  denominations  equaling   in the aggregate  the Cut-off Date \nPrincipal Balance and evidencing the  entire  ownership of the Trust.  No  \nCertificate  shall entitle  its  holder to any benefit under the \nAgreement,  or shall be valid for any purpose, unless there shall appear \non such    Certificate   a   certificate   of    authentication \nsubstantially in the form set forth in Exhibit A or  Exhibit B hereto \nexecuted by the Trustee by manual signature of  an authorized  signatory; \nsuch authentication shall  constitute conclusive  evidence that such \nCertificate shall  have  been duly  authenticated  and delivered \nhereunder.   All  Certifi cates  shall  be dated the date of their \nauthentication  and shall be numbered in the manner determined by the \nTrustee.\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 \noffice  or  agency  maintained pursuant  to Section 7.7, a Certificate \nRegister  in  which, subject  to such reasonable regulations as it may \nprescribe, the   Trustee   shall  provide  for  the   registration   of \nCertificates  and of transfers and exchanges of Certificates as  herein  \nprovided.   The Trustee  shall  be  the  initial Certificate Registrar.  In \nthe event that, subsequent to the Cut-off Date, the Trustee notifies the \nServicer that  it  is unable  to act as Certificate Registrar, the Servicer  \nshall appoint  another bank or trust company, agreeing to  act  in accordance \n with the provisions of this Agreement applicable to  it,  and otherwise \nacceptable to the Trustee, to act  as successor Certificate Registrar under \nthis Agreement.\n\n           The  Certificates have not been registered  under the  Securities  \nAct  or  any  state  securities  law.   The Certificate Registrar shall not \nregister the transfer of any Class  A  Certificate  or  Class B Certificate  \nunless  such resale  or transfer is pursuant to an effective registration \nstatement  under the Securities Act or is to the  Seller  or unless  it  \nshall have received (i) a representation  letter substantially  in the form \nof Exhibit B to the  Confidential \n\n\n\n\n\n\nOffering Circular or (ii) such other representations (or  an Opinion  of \nCounsel) satisfactory to the Seller or CS  First Boston  Corporation  to  \nthe  effect  that  such  resale  or transfer  is  made  (A)  in a \ntransaction  exempt  from  the registration   requirements  of  the  \nSecurities   Act   and applicable state securities laws, or (B) to a \nperson who the transferor  of  the  Certificate reasonably  believes  is  \na qualified  institutional buyer (within the meaning  of  Rule 144A  under \n the  Securities Act) that is  aware  that  such resale or other transfer \nis being made in reliance upon Rule 144A.    Until  the  earlier  of  (i)  \nsuch  time   as   the Certificates  shall be registered pursuant to a \nregistration statement filed under the Securities Act and (ii)  the  date \nthree  years  from  the later of the date  of  the  original \nauthentication and delivery of the Certificates and the date any   \nCertificate  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 THE \n          SECURITIES  ACT  OF 1933, AS AMENDED (THE \"SECURITIES ACT\"),\n          OR  THE SECURITIES LAWS OF ANY STATE  IN RELIANCE UPON EXEMPTIONS \n          PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.   \n          NO  RESALE OR OTHER TRANSFER  OF THIS CERTIFICATE MAY BE MADE \n          UNLESS SUCH RESALE  OR  TRANSFER  (A)  IS  MADE   IN  ACCORDANCE  \n          WITH  SECTION  7.3  OF   THE POOLING AND SERVICING AGREEMENT AND  \n          (B) IS  MADE  (i)  PURSUANT TO AN  EFFECTIVE REGISTRATION STATEMENT\n          UNDER THE SECURITIES  ACT, (ii) IN  A  TRANSACTION EXEMPT FROM THE \n          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE \n          STATE SECURITIES LAWS,  (iii) TO  THE  SELLER OR (iv) TO A PERSON  \n          WHO THE TRANSFEROR REASONABLY BELIEVES IS  A QUALIFIED \n          INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE\n          SECURITIES  ACT THAT IS AWARE  THAT  THE RESALE  OR OTHER TRANSFER\n          IS BEING MADE IN  RELIANCE ON RULE 144A AND (C) UPON THE \n          SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE \n          AGREEMENT.\n\n\n\n\n\n          NEITHER THE SELLER, THE SERVICER NOR THE TRUSTEE  IS  OBLIGATED \n          TO REGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY \n          APPLICABLE STATE SECURITIES LAWS.\n\nThe  Certificate  Registrar shall not register  the  initial transfer of the\nClass A Certificates unless it  shall  have received  a Purchaser \nRepresentation Letter in the  form  of Exhibit  A  to the Confidential \nOffering Circular.   Neither the  Seller,  the Servicer nor the Trustee is  \nobligated  to register  the Certificates of any Class under the Securities \nAct or to take any other action not otherwise required under the Agreement to \npermit the transfer of Certificates 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   \nrelating   to   Class  B  Certificates   which   is substantially  in the \nform of Exhibit B to the  Confidential Offering Circular.\n\n          (a)    Upon surrender for registration of transfer of any \nCertificate  at  the  Corporate Trust  Office,  the  Trustee shall, subject \nto Section 7.3(a), execute, authenticate, and deliver,  in  the  name  of  \nthe  designated  transferee  or transferees,  one  or  more new Certificates  \nin  authorized denominations of a like aggregate amount dated the  date  of \nauthentication by the Trustee.  At the option of  a  Holder, Certificates  \nmay  be  exchanged for other  Certificates  of authorized  denominations of a \nlike  aggregate  amount  upon surrender  of  the  Certificates  to  be  \nexchanged  at  the Corporate Trust Office.\n\n          (b)    Every Certificate presented or surrendered for registration \nof transfer or exchange shall be accompanied by a written instrument of \ntransfer in form satisfactory to the Trustee and the Certificate Registrar \nduly executed  by  the holder  or  his  attorney duly authorized in writing.  \n Each Certificate  surrendered  for registration  of  transfer  or exchange \nshall be cancelled and subsequently disposed of  by the Trustee.\n\n\n\n\n\n          (c)    No service charge shall be made for any registration of \ntransfer or exchange of Certificates, but the Trustee may require  payment  \nof a sum sufficient to cover  any  tax  or governmental  charge that may be \nimposed in connection  with any transfer or exchange of Certificates.\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   \nresale  and  other   transfers   of   the Certificates  of  any  Class  to  \nreflect  any   change   in applicable   law   or  regulations  (or  the  \ninterpretation thereof) or practices relating to the resale or transfer  of \nrestricted securities generally.\n\n          (e)    No Certificate shall be registered or transferred to \nAmeriCredit or any Affiliate thereof other than ARC  without the  prior \nconsent of the Security Insurer.  Notice  of  any such transfer shall be \ngiven to each Rating Agency.\n\n          (f)    The Class B Certificates shall initially be retained by ARC. \nNo sale, assignment, pledge, encumbrance or transfer of  any interest in any \nClass B Certificate shall be made or permitted   without  the  prior  written \n consent   of   the Certificate Insurer and prior notice to the Rating  \nAgencies until  the Class A Certificate Balance is reduced  to  zero, all  \npayments  in  respect  of  interest  on  the  Class   A Certificates   have  \nbeen  made  in  full  and   the   Final Termination   Date  (as  defined  in  \nthe   Spread   Account Agreement)  with  respect to the Series 1996-A  \nCertificates (as  defined  in  the Series 1996-A Supplement)  shall  have \noccurred. The Class B Certificates shall be subject  to  the same  \nrestrictions on transfer that the Class A Certificates are  subject to in \nSection 7.3 hereof. For purposes  of  the restrictions on transfer of Class B \nCertificates, ARC  shall be  treated as the initial purchaser. No transfer of \na Class B  Certificate or any interest therein shall be made  unless prior   \nto  such  transfer  the  Holder  of  such  Class   B Certificates  delivers \nto ARC, the Certificate  Insurer  and the  Trustee either a ruling of the \nInternal Revenue Service or an Opinion of Counsel, which shall be independent \noutside counsel,  satisfactory  to  the  Certificate  Insurer,   the Trustee  \nand  the  Rating Agencies in either  case,  to  the effect that the proposed \ntransfer (x) will not result in the arrangement contemplated by this \nAgreement being treated  as \n\n\n\n\n\nan association taxable as a corporation under either (I) the Code, as from \ntime to time in force or (II) the tax laws  of the  State of Texas and (y) \nwill not have any adverse effect on   the  Federal  income  taxation  of  \nthe  Trust  or  the Certificateholders.\n\n          VII.4.       Mutilated, Destroyed, Lost or  Stolen Certificates.    \nIf   (a)  any  mutilated   Certificate   is surrendered to the Certificate \nRegistrar, or the Certificate Registrar  receives  evidence to  its  \nsatisfaction  of  the destruction, loss or theft of any Certificate, and (b) \nthere is  delivered to the Certificate Registrar, the Trustee  and (unless  \nan  Insurer  Default shall  have  occurred  and  be continuing) the Security \nInsurer such security or  indemnity as  may  be  required by them to save \neach of them harmless, then,  in the absence of notice to the Certificate \nRegistrar or the Trustee that such Certificate has been acquired by  a bona  \nfide  purchaser, the Trustee on behalf  of  the  Trust shall execute and \ndeliver, in exchange for or in lieu of any such mutilated, destroyed, lost or \nstolen Certificate, a new Certificate of like tenor and Fractional Undivided \nInterest. In connection with the issuance of any new Certificate under this  \nSection 7.4, the Trustee may require the payment of  a sum sufficient to \ncover any tax or other governmental charge that  may  be  imposed  in \nrelation thereto  and  any  other expenses (including the fees and expenses \nof the Trustee and the   Certificate  Registrar)  connected   therewith.    \nAny duplicate  Certificate issued pursuant to this  Section  7.4 shall  \nconstitute  complete  and  indefeasible  evidence  of ownership in the Trust, \nas if originally issued, whether  or not the lost, stolen or destroyed \nCertificate 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 \nsuch  Certificate for the purpose of receiving distributions pursuant   to  \nSection  5.5  and  for  all  other   purposes whatsoever,   and  neither  the \nTrustee,  the   Certificate Registrar,  the  Security  Insurer  nor  any  \nagent  of  the Trustee,  the Certificate Registrar or the Security  Insurer \nshall be affected by any notice to the contrary.\n\n\n\n\n\n\n     VII.6.     Access to List of Certificateholders' Names and \nAddresses.   The  Trustee  shall  furnish  or  cause  to  be furnished  to  \nthe  Servicer or (unless an  Insurer  Default shall have occurred and be \ncontinuing) the Security Insurer, within  10  days after receipt by the \nTrustee of  a  written request  therefor from such party, a list, in such  \nform  as such  party  may  reasonably  require,  of  the  names   and \naddresses  of the Certificateholders as of the  most  recent Accounting  Date \nfor payment of distributions to Certificate holders.   If three or more \nCertificateholders,  or  one  or more Certificateholders evidencing not less \nthan 25% of  the Class  A  Certificate  Balance and the Class  B  Certificate \nBalance (disregarding any Class B Certificate held by AmeriCredit or any   \nAffiliate   thereof)  (hereinafter  referred   to   as \"Applicants\"),  apply \nin writing to the  Trustee,  and  such application states that the Applicants \ndesire to communicate with other Certificateholders of such Class with \nrespect  to their  rights under this Agreement or under the Certificates and  \nis accompanied by a copy of the communication that such Applicants  propose  \nto transmit, then  the  Trustee  shall, within  five  Business  Days  after  \nthe  receipt  of   such application,  afford such Applicants access,  during  \nnormal business  hours,  to the current list of Certificateholders. Every   \nCertificateholder,  by  receiving  and   holding   a Certificate,  agrees \nwith the Servicer and the Trustee  that neither   the  Servicer  nor  the  \nTrustee  shall  be   held accountable  by  reason  of  the  disclosure  of  \nany   such information as to the names and addresses of the Certificate \nholders under this Agreement, regardless of the source  from which such \ninformation 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 \nor upon  the Trustee  in  respect of the Certificates and this  Agreement may \nbe  served.   The  Trustee  initially  designates  the Corporate Trust \nOffice as specified in this Agreement as its office  for  such purposes.  The \nTrustee shall  give  prompt written notice to the Servicer and to \nCertificateholders  of any  change  in the location of the Certificate \nRegister  or any such office or agency.\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 \nit or any of its Affiliates become the owner or pledgee of a Certificate.\n\nVIII     THE SELLER\n\n     VIII.1.     Liability of Seller.\n\n     (a)  The Seller shall be liable hereunder only to  the extent  of  the  \nobligations in this Agreement  specifically undertaken by the Seller and the \nrepresentations made by the Seller.\n\n     VIII.2.     Merger or Consolidation of, or Assumption of the  \nObligations  of  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 \nSeller's business without the prior written consent  of  the  Controlling  \nParty.   Any  such  successor corporation  shall  execute an agreement  of  \nassumption  of every obligation of the Seller under this Agreement and each \nRelated   Document  and,  whether  or  not  such  assumption agreement is \nexecuted, shall be the successor to the  Seller under this Agreement without \nthe execution or filing of  any document  or  any  further act on the part  \nof  any  of  the parties to this Agreement.  The Seller shall provide  prompt \nnotice  of any merger, consolidation or succession  pursuant to  this  \nSection 8.2 to the Trustee, the Security  Insurer, the    Certificateholders  \nand   the    Rating    Agencies. Notwithstanding the foregoing, the Seller \nshall not merge or consolidate with any other Person or permit any other \nPerson to  become a successor to the Seller's business, unless  (x) \nimmediately  after  giving effect to  such  transaction,  no representation  \nor  warranty made pursuant  to  Section  3.4 shall   have  been  breached  \n(for  purposes  hereof,   such representations and warranties shall speak as \nof the date of \n\n\n\nthe  consummation of such transaction) and  no  event  that, after  notice  \nor  lapse of time, or both,  would  become  a Servicer  Termination  Event  \nshall  have  occurred  and  be continuing,  (y)  the  Seller shall have  \ndelivered  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 \ncomply with this Section  8.2  and that  all conditions precedent, if any, \nprovided for in this Agreement  relating to such transaction have  been  \ncomplied with,  and  (z)  the  Seller shall  have  delivered  to  the \nTrustee,  the  Rating Agencies and the Security  Insurer  an Opinion of \nCounsel, stating, in the opinion of such counsel, either   (A)   all  \nfinancing  statements  and  continuation statements  and  amendments thereto \nhave been  executed  and filed  that  are  necessary  to  preserve  and  \nprotect  the interest  of  the  Trust in the Receivables  and  the  Other \nConveyed Property and reciting the details of the filings or (B)  no  such  \naction  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 \nto its obligations as  Seller of  the  Receivables under this Agreement and  \nthat  in  its opinion may involve it in any expense or liability.\n\nIX     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, \n\n\n\nagents  and employees, and the Certificateholders  from  and against any and \nall costs, expenses, losses, damages, claims and  liabilities, including \nreasonable fees and expenses  of counsel  and  expenses  of  litigation  \narising  out  of  or resulting  from  the  use, ownership  or  operation  by  \nthe Servicer or any Affiliate thereof of any Financed 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  \ntransactions contemplated   in   this   Agreement,   including,   without \nlimitation,   any   sales,  gross  receipts,   tangible   or intangible  \npersonal property, privilege  or  license  taxes (but  not  including  any  \nfederal or  other  income  taxes, including franchise taxes asserted with \nrespect to,  and  as of  the  date of, the sale of the Receivables and the  \nOther Conveyed  Property to the Trust or the issuance and original sale  of  \nthe  Certificates)  and  costs  and  expenses   in defending against the \nsame; 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,  \nlosses,  claims, damages,  and  liabilities to the  extent  that  such  cost, \nexpense, loss, claim, damage, or liability arose out of,  or was   imposed  \nupon  the  Trust,  the  Trustee,  the  Backup Servicer, the Security Insurer \nor the Certificateholders  by reason of the breach of this Agreement by the \nServicer,  the negligence, misfeasance, or bad faith of the Servicer in the \nperformance of its duties under this Agreement or by  reason of  reckless  \ndisregard of its obligations and 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 \nthis  Article   and   the recipient  thereafter  collects any  of  such  \namounts  from others,  the  recipient shall promptly  repay  such  amounts \ncollected to the Servicer, without interest.\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 \nentirety to another Person, or  permit any  other  Person to become the \nsuccessor to  AmeriCredit's business    unless,   after   the   merger,   \nconsolidation, conveyance, transfer, lease or succession, the successor  or \nsurviving  entity shall be capable of fulfilling the  duties of  AmeriCredit  \ncontained in this Agreement  and  shall  be acceptable  to  the Controlling \nParty, and,  if  an  Insurer Default shall have occurred and be continuing, \nshall  be  an Eligible   Servicer.   Any  corporation   (i)   into   which \nAmeriCredit  may be merged or consolidated,  (ii)  resulting from  any merger \nor consolidation to which AmeriCredit shall be a party, (iii) which acquires \nby conveyance, transfer, or lease  substantially all of the assets  of  \nAmeriCredit,  or (iv)  succeeding to the business of AmeriCredit, in  any  of \nthe foregoing cases shall execute an agreement of assumption to  perform  \nevery  obligation  of  AmeriCredit  under  this Agreement  and, whether or \nnot such assumption agreement  is executed,  shall be the successor to \nAmeriCredit under  this Agreement  without the execution or filing of any  \npaper  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 \nrelease  AmeriCredit  from  any obligation.  AmeriCredit shall provide notice \nof any merger, consolidation or succession pursuant to this Section  9.2(a) \nto the Trustee, the Certificateholders, the Security Insurer and  each  \nRating  Agency.  Notwithstanding  the  foregoing, AmeriCredit  shall not \nmerge or consolidate with  any  other Person  or permit any other Person to \nbecome a successor  to AmeriCredit's business, unless (x) immediately after  \ngiving effect  to  such transaction, no representation or  warranty made  \npursuant to Section 4.6 shall have been breached  (for purposes  hereof, such \nrepresentations and warranties  shall speak   as  of  the  date  of  the  \nconsummation   of   such transaction)  and no event that, after notice  or  \nlapse  of time, or both, would become an Insurance Agreement Event  of \nDefault    shall   have   occurred   and   be    continuing, (y)  AmeriCredit \nshall 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 \n\n\n\nconsolidation,  merger or succession and such  agreement  of assumption  \ncomply  with this Section 9.2(a)  and  that  all conditions precedent, if \nany, provided for in this Agreement relating  to such transaction have been \ncomplied  with,  and (z)  AmeriCredit  shall have delivered to the  Trustee,  \nthe Rating  Agencies  and  the Security Insurer  an  Opinion  of Counsel, \nstating in the opinion of such counsel, either  (A) all  financing  \nstatements and continuation  statements  and amendments  thereto have been \nexecuted and  filed  that  are necessary to preserve and protect the interest \nof the  Trust in  the  Receivables  and the Other  Conveyed  Property  and \nreciting  the details of the filings or (B) no  such  action shall be \nnecessary to preserve and protect such interest.\n\n     (b)     Any corporation (i) into which the Backup Servicer may  be  \nmerged  or  consolidated, (ii) resulting  from  any merger  or consolidation \nto which the Backup Servicer  shall be  a party, (iii) which acquires by \nconveyance, transfer or lease   substantially  all  of  the  assets  of  the  \nBackup Servicer,  or (iv) succeeding to the business of the  Backup Servicer, \nin  any of the foregoing cases shall  execute  an agreement of assumption to \nperform every obligation  of  the Backup  Servicer under this Agreement and,  \nwhether  or  not such   assumption  agreement  is  executed,  shall  be   the \nsuccessor  to  the  Backup  Servicer  under  this  Agreement without  the \nexecution or filing of any paper or any further act  on  the  part of any of \nthe parties to this  Agreement, anything  in this Agreement to the contrary \nnotwithstanding; provided,  however, that nothing contained herein  shall  be \ndeemed to release the Backup Servicer from any obligation.\n\n     IX.3.     Limitation on Liability of Servicer, Backup Servicer and \nOthers.\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 \nCertificateholders, except as provided in  this  Agreement, for any action \ntaken or for  refraining from  the  taking of any action pursuant to this  \nAgreement; provided,  however, that this provision  shall  not  protect \nAmeriCredit, the Backup Servicer or any such person  against any liability \nthat would otherwise be imposed by reason of a breach  of this Agreement or \nwillful misfeasance, bad  faith or   negligence  (excluding  errors  in  \njudgment)  in   the \n\n\n\nperformance of duties; provided further that this  \nprovision shall not affect any liability to indemnify the Trustee  for costs, \ntaxes,  expenses,  claims,  liabilities,  losses  or damages  paid  by  the \nTrustee, in its individual  capacity. AmeriCredit, the Backup Servicer and \nany director,  officer, employee or agent of AmeriCredit or Backup Servicer \nmay 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,  \nthe Security  Insurer  and  the Certificateholders  shall  look  only  to  \nthe  Servicer  to 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,  \nwithout hinderance  or  regard  to conflict of interest  principles, duty  of \nloyalty  principles or other breach  of  fiduciary duties to the extent that \nany such conflict or breach arises from  the performance by LaSalle of \nexpress duties set forth in  the  this  Agreement in any of such capacities,  \nall  of which  defenses,  claims or assertions are hereby  expressly waived  \nby  the other parties hereto except in the  case  of gross  negligence and \nwillful misconduct by LaSalle National Bank.\n\n     IX.4.     Delegation of Duties.  The Servicer  may delegate  duties \nunder this Agreement to  an  Affiliate  of AmeriCredit  with the prior \nwritten consent of the  Security Insurer  (unless an Insurer Default shall \nhave occurred  and be  continuing), the Trustee and the Backup  Servicer.   \nThe Servicer   also  may  at  any  time  perform  through   sub-contractors  \nthe  specific duties  of  (i)  repossession  of Financed   Vehicles,   (ii)  \ntracking   Financed   Vehicles' insurance  and  (iii) pursuing the collection \nof  deficiency balances  on  certain Defaulted Receivables, in  each  case, \nwithout  the consent of the Security Insurer and may perform other  specific  \nduties  through  such  sub-contractors   in accordance with Servicer's \ncustomary servicing policies  and \n\n\n\nprocedures, with the prior consent of the Security  Insurer; provided,   \nhowever,  that  no  such  delegation   or   sub-contracting  duties  by  the  \nServicer  shall  relieve   the Servicer of its responsibility with respect to \nsuch  duties. So  long  as no Insurer Default shall have occurred  and  be \ncontinuing  neither  AmeriCredit  or  any  party  acting  as Servicer  \nhereunder shall appoint any subservicer  hereunder without  the prior written \nconsent of the Security  Insurer, the Trustee and the Backup Servicer.\n\n     IX.5.     Servicer and Backup Servicer Not to Resign. Subject  to  \nthe  provisions of  Section  9.2,  neither  the Servicer  nor  the  Backup \nServicer shall  resign  from  the obligations  and duties imposed on it by \nthis  Agreement  as Servicer or Backup Servicer except upon a determination \nthat by  reason of a change in legal requirements the performance of  its \nduties under this Agreement would cause it to be  in violation of such legal \nrequirements in a manner which would have a material adverse effect on the \nServicer or the Backup Servicer,  as the case may be, and the Security \nInsurer  (so long  as an Insurer Default shall not have occurred  and  be \ncontinuing) or a Certificate Majority (if an Insurer Default shall  have  \noccurred and be continuing) does not  elect  to waive   the  obligations  of  \nthe  Servicer  or  the  Backup Servicer,  as  the case may be, to perform the \nduties  which render  it legally unable to act or to delegate those duties to \nanother  Person.  Any such determination permitting  the resignation  of  \nthe Servicer or Backup  Servicer  shall  be evidenced  by an Opinion of \nCounsel to such effect delivered and  acceptable  to  the Trustee and  the  \nSecurity  Insurer (unless  an  Insurer  Default shall  have  occurred  and  \nbe continuing).   No resignation of the Servicer  shall  become effective  \nuntil, so long as no Insurer Default  shall  have occurred and be continuing \nthe Backup Servicer or an  entity acceptable  to the Security Insurer shall \nhave  assumed  the responsibilities and obligations of the Servicer or,  if  \nan Insurer  Default shall have occurred and be continuing,  the Backup  \nServicer or a successor Servicer that is an Eligible Servicer   shall  have  \nassumed  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 \n\n\n\na Person that is an Eligible Servicer shall have assumed the responsibilities \nand  obligations of the  Backup  Servicer; provided,  however,  that in the \nevent  a  successor  Backup Servicer  is not appointed within 60 days after  \nthe  Backup Servicer  has  given  notice  of  its  resignation  and  has \nprovided  the  Opinion of Counsel required by  this  Section 9.5,  the  \nBackup  Servicer may petition  a  court  for  its removal.\n\nX     SERVICER TERMINATION EVENTS\n\n     X.1.    Servicer Termination Event.  For purposes of this \nAgreement,   each  of  the  following  shall  constitute   a \"Servicer \nTermination Event\":\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  \nthe  Trustee or (unless an  Insurer  Default shall  have occurred and be \ncontinuing) the Security Insurer or  after discovery of such failure by a \nResponsible Officer 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 \nprior  to   the Distribution Date, or failure on the part of the Servicer to \nobserve  its 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 \nthis Agreement,  which  failure  (i) materially   and   adversely   affects   \nthe    rights    of Certificateholders  (determined  without   regard   to   \nthe availability of funds under the Policy), or of the  Security Insurer  \n(unless an Insurer Default shall have occurred  and be  continuing), and (ii) \ncontinues unremedied for a  period of  30 days after knowledge thereof by the \nServicer or after the  date on which written notice of such failure, \nrequiring \n\n\n\nthe  same  to  be  remedied, shall have been  given  to  the Servicer by the \nTrustee or the Security Insurer (or,  if  an Insurer  Default shall have \noccurred and be  continuing  any Certificateholder);\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 \nany substantial part of its property or  ordering the winding up or \nliquidation of the affairs of the Servicer and the continuance of any such \ndecree or order unstayed  and in effect for a period of 60 consecutive  days \nor the commencement of an involuntary case under the federal bankruptcy laws, \nas now or hereinafter in effect, or another present or future federal or \nstate bankruptcy, insolvency or similar  law and such case is not dismissed \nwithin 60  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 state, bankruptcy, insolvency or similar law, \nor the consent by the Servicer  to  the appointment of or taking possession  \nby  a receiver,    liquidator,   assignee,   trustee,   custodian, \nsequestrator or other similar official of the Servicer or of any  substantial \npart of its property or the making  by  the Servicer  of  an assignment for \nthe benefit of creditors  or the  failure by the Servicer generally to pay \nits  debts  as such  debts become due or the taking of corporate action  by \nthe 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 \nthe time  when  the same   shall   have  been  made  (excluding,  however,   \nany representation or warranty set forth in Section 3.4(a)), and the  \nincorrectness  of  such  representation,  warranty   or statement has a \nmaterial adverse effect on the Trust or  the Certificateholders  and,  within \n30  days  after  knowledge thereof  by  the  Servicer or after written  \nnotice  thereof \n\n\n\nshall have been given to the Servicer by the Trustee or  the Security  \nInsurer  (or,  if an Insurer  Default  shall  have occurred  and  be  \ncontinuing,  a  Certificateholder),   the circumstances  or  condition  in  \nrespect  of   which   such representation,  warranty or statement was  \nincorrect  shall not have been eliminated 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, \nif an Insurer Default shall  have occurred  and  be  continuing either the  \nTrustee,  (to  the extent it has knowledge thereof) a Certificate Majority), \nby notice  given in writing to the Servicer (and to the Trustee if  given by \nthe Security Insurer or the Certificateholders) or  by non-extension of the \nterm of the Servicer as referred to  in  Section  4.14 may terminate all of  \nthe  rights  and obligations  of  the Servicer under this Agreement.   On  or \nafter the receipt by the Servicer of such written notice  or upon termination \nof the term of the Servicer, all authority, power,  obligations  and \nresponsibilities  of  the  Servicer under   this   Agreement,  whether  with  \nrespect   to   the Certificates  or the Other Conveyed Property  or  \notherwise, automatically  shall  pass  to,  be  vested  in  and  become \nobligations and responsibilities of the Backup Servicer  (or such  other  \nsuccessor Servicer appointed by the Controlling Party); provided, however, \nthat the successor Servicer shall have  no liability with respect to any \nobligation which  was required to be performed by the terminated Servicer \nprior to the date that the successor Servicer becomes the Servicer or any  \nclaim  of a third party based on any alleged action  or inaction of the \nterminated Servicer.  The successor Servicer is authorized and empowered by \nthis Agreement to execute and \n\n\n\ndeliver,  on behalf of the terminated Servicer, as attorney-in-fact  or  \notherwise,  any and  all  documents  and  other instruments and to do or \naccomplish all other acts or things necessary  or  appropriate to effect the  \npurposes  of  such notice of termination, whether to complete the transfer  \nand endorsement  of  the  Receivables  and  the  Other  Conveyed Property  \nand  related  documents  to  show  the  Trust   as lienholder   or   secured  \nparty   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 \nServicer under this Agreement, including, without limitation,  the  transfer  \nto the  successor  Servicer  for administration by it of all cash amounts \nthat shall  at  the time be held by the terminated Servicer for deposit, or \nhave been deposited by the terminated Servicer, in the Collection Account   \nor  thereafter  received  with  respect   to   the Receivables  and the \ndelivery to the successor  Servicer  of all Receivable Files, Monthly Records \nand Collection Records and  a  computer tape in readable form as of the most \nrecent Business Day containing all information necessary to  enable the  \nsuccessor Servicer or a successor Servicer  to  service the  Receivables  and \nthe  Other  Conveyed  Property.    If requested  by the Controlling Party, \nthe successor  Servicer shall  terminate  the  Lockbox  Agreement  and  \ndirect   the Obligors to make all payments under the Receivables directly to  \nthe  successor  Servicer (in which event  the  successor Servicer  shall  \nprocess such payments  in  accordance  with Section  4.2(e)),  or  to  a  \nlockbox  established  by   the successor  Servicer  at  the direction  of  \nthe  Controlling Party,  at the successor Servicer's expense.  The terminated \nServicer shall grant the Trustee, the successor Servicer and the  Controlling \nParty reasonable access to  the  terminated Servicer's premises at the \nterminated 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 \nServicer pursuant  to Section  9.5,  the  Backup  Servicer  (unless  the  \nSecurity Insurer  shall have exercised its option pursuant to Section 10.3(b) \nto appoint an alternate successor Servicer) shall be the  successor  in  all  \nrespects to  the  Servicer  in  its \n\n\n\ncapacity   as   servicer  under  this  Agreement   and   the transactions  \nset forth or provided for in  this  Agreement, and  shall  be  subject to all \nthe rights, responsibilities, restrictions, duties, liabilities and \ntermination provisions relating  thereto placed on the Servicer by  the  \nterms  and provisions  of  this  Agreement except as  otherwise  stated \nherein.   The  Trustee and such successor  shall  take  such action,   \nconsistent  with  this  Agreement,  as shall   be necessary to effectuate any \nsuch succession.  If a successor Servicer  is  acting  as  Servicer \nhereunder,  it  shall  be subject  to term-to-term servicing as referred to \nin Section 4.14  and  to  termination  under  Section  10.2  upon   the \noccurrence  of any Servicer Termination 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  Backup Servicer  at the time, and (without \nlimiting its obligations under  the Policies) shall have no liability to the \nTrustee, AmeriCredit, the Seller, the Person then serving  as  Backup \nServicer, any Certificateholders or any other Person  if  it does  so.  \nNotwithstanding the above, if the Backup Servicer shall be legally unable or \nunwilling to act as Servicer, and an  Insurer  Default shall have occurred \nand be  continuing, the  Backup Servicer, the Trustee or a Certificate  \nMajority may  petition a court of competent jurisdiction  to  appoint any  \nEligible  Servicer as the successor  to  the  Servicer. Pending appointment \npursuant to the preceding sentence,  the Backup Servicer shall act as \nsuccessor Servicer unless it is legally  unable  to  do  so,  in which  event \nthe  outgoing Servicer shall continue to act as Servicer until a successor \nhas  been appointed and accepted such appointment.   Subject to  Section  \n9.5,  no provision of this Agreement  shall  be construed as relieving the \nBackup Servicer of its obligation to succeed as successor Servicer upon the \ntermination of the Servicer  pursuant to Section 10.2, the resignation  of  \nthe Servicer pursuant to Section 9.5 or the non-extension of the servicing  \nterm of the Servicer, as referred to  in  Section 4.14.   If upon the \ntermination of the Servicer pursuant  to Section 10.2 or the resignation of \nthe 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\n\n     (c)     Any successor Servicer shall be entitled to such compensation \n(whether payable out of the Collection  Account or  otherwise) as the \nServicer would have been  entitled  to under  this  Agreement if the Servicer \nhad not  resigned  or been  terminated  hereunder.  If any successor  \nServicer  is appointed  as a result of the Backup Servicer's refusal  (in \nbreach  of  the terms of this Agreement) to act as  Servicer although  it is \nlegally able to do so, the Security  Insurer and   such   successor  Servicer \nmay  agree  on  reasonable additional  compensation  to  be  paid  to  such  \nsuccessor Servicer   by   the   Backup  Servicer,   which   additional \ncompensation shall be paid by such breaching Backup Servicer in  its \nindividual capacity and solely out of its own funds. If  any successor \nServicer is appointed for any reason other than  the  Backup  Servicer's \nrefusal  to  act  as  Servicer although  legally  able to do so, the Security \nInsurer  and such successor Servicer may agree on additional compensation to \nbe  paid  to  such successor Servicer, which  additional compensation  shall \nbe payable as provided  in  the  Spread Account Agreement and shall in no \nevent exceed $150,000.  In addition,  any  successor Servicer  shall  be  \nentitled,  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 \nArticle X, the Trust  shall  give prompt  written notice thereof to each \nRating Agency to  the Certificateholders  at their respective addresses  \nappearing in the Certificate 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 \nMajority may, on behalf  of  all Holders  of Certificates, waive any default \nby the  Servicer in  the  performance of its obligations  hereunder  and  its \nconsequences.  Upon any such waiver of a past default,  such default  shall \ncease to exist, and any Servicer  Termination Event  arising  therefrom  \nshall  be  deemed  to  have  been remedied  for  every  purpose of this  \nAgreement.   No  such waiver  shall extend to any subsequent or other  \ndefault  or impair any right consequent thereon.\n\n\n\nXI     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  \nof  a  Servicer  Termination  Event, undertakes to perform as Trustee such \nduties and  only  such duties as are specifically set forth in this Agreement.\n\n     (a)    The Trustee, upon receipt of any resolutions, certificates,  \nstatements,  opinions,  reports,   documents, orders  or  other instruments \nfurnished to the Trustee  that are  specifically required to be furnished \npursuant  to  any provisions  of  this  Agreement,  shall  examine   them   \nto determine  whether  they  conform  on  their  face  to   the requirements \nof this Agreement.\n\n     (b)    No provision of this Agreement shall be construed to relieve \nthe  Trustee from liability for its  own  negligent action, its own \nnegligent failure to act (other than  errors in  judgment)  or its own bad \nfaith or 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\n     Agreement, the Trustee shall not be liable except for the\n     performance  of  such  duties and  obligations  as  are\n     specifically  set forth in this Agreement,  no  implied\n     covenants or obligations shall be read into this Agreement\n     against the Trustee and, in the absence of bad faith on the\n     part of the Trustee, the Trustee may conclusively rely, as\n     to the truth of the statements and the correctness of the\n     opinions  expressed therein, upon any  certificates  or\n     opinions furnished to the Trustee and conforming to the\n     requirements of this Agreement;\n\n          (ii)   the Trustee shall not be liable for an error of\n     judgment made in good faith by a Responsible Officer of the\n     Trustee, unless it shall be proven that the Trustee was\n     negligent in performing its duties in accordance with the\n     terms of this Agreement;\n\n          (iii)     the Trustee shall not be liable for any action\n     taken, suffered or omitted to be taken by it in good faith\n     and reasonably believed by it to be authorized or within the\n     discretion or rights or powers conferred upon it by this\n\n\n\n     Agreement; and\n\n          (iv)   the Trustee shall not be liable for any action it\n     takes or omits to take in good faith at the direction of the\n     Security Insurer (or, after an Insurer Default shall have\n     occurred and be continuing, a Certificate Majority).\n\n     (c)    Notwithstanding any other provision of this Agreement,  the \nTrustee shall not be required to  expend  or risk its own funds or otherwise \nincur financial liability in the  performance of any of its duties under this \nAgreement, or  in the exercise of any of its rights or powers, if there is  \nreasonable  ground for believing that the  repayment  of such  funds  or  \nadequate indemnity  against  such  risk  or liability is not reasonably \nassured to it, and none  of  the provisions  contained in this Agreement \nshall in  any  event require  the Trustee to perform, or be responsible  for  \nthe manner  of  performance of, any of the  obligations  of  the Servicer  \nunder this Agreement except during such  time,  if any,  as the Backup \nServicer shall be the successor to,  and be vested with the rights, duties, \npowers and privileges of, the Servicer in accordance with the terms of this \nAgreement.\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 \nwith the obligations of  the Seller  referred  to  in this Agreement,  unless \na  Trustee officer  obtains actual knowledge of such failure (it  being \nunderstood   that   knowledge  of  the   Servicer   is   not attributable to \nthe Trustee) or the Trustee receives written notice  of such failure from the \nServicer or the Seller,  as the  case may be, or the Security Insurer (or, if \nan Insurer Default  shall have occurred and be continuing) the  Holders of  \nCertificates evidencing not less than 25% of the sum  of the  Class A \nCertificate Balance and the Class B Certificate Balance,  or,  if  there are \nno Class  A  Certificates  then outstanding,  by Holders of Class B \nCertificates  evidencing not less than 25% of the Class B Certificate Balance;\n\n     (e)    Except for actions expressly authorized by this Agreement,  \nthe  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\n\n     (f)    Without limiting the generality of this Section 11.1, the  \nTrustee, 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 \nmaintenance of any such recording or filing or depositing or to  any  \nrecording, refiling or redepositing of any thereof, (ii)  to  see  to any \ninsurance of the Financed Vehicles  or Obligors or to effect or maintain any \nsuch insurance,  (iii) to see to the payment or discharge of any tax, \nassessment or other governmental charge or any Lien or encumbrance of  any \nkind  owing with respect to, assessed or levied against  any part of the \nTrust, (iv) to confirm or verify the contents of any   reports  or  \ncertificates  delivered  to  the  Trustee pursuant to this Pooling and \nServicing Agreement believed by the  Trustee  to  be  genuine and to  have  \nbeen  signed  or presented by the proper party or parties, or (v) to  inspect \nthe Financed Vehicles at any time or ascertain or inquire as to  the \nperformance or observance of any of the Seller's  or the  Servicer's \nrepresentations, warranties or covenants  or the  Servicer's  duties and \nobligations as Servicer  and  as custodian  of  the  Receivable  Files  under \nthe  Custodian Agreement.\n\n     XI.2.     Trustee's Assignment of Administrative Receivables and \nWarranty Receivables.  With respect  to  all Administrative  Receivables  and \nall  Warranty  Receivables purchased  by the Servicer or the Seller, the \nTrustee  shall take  any and all actions reasonably requested by the Seller \nor  the  Servicer,  at  the  expense  of  the  Person  whose obligation  was \nto repurchase the Administrative  Receivable or  the  Warranty  Receivable, \nto assign, without  recourse, representation or warranty, to the Seller or  \nthe  Servicer, as  applicable, including, without limitation, all the items \nconveyed  to  the  Trustee pursuant to Section  3.1(a)  with respect  to  \nsuch  Purchased  Receivable,  all  monies   due thereon,  the  security \ninterests in  the  related  Financed Vehicles,  proceeds  from any Insurance  \nPolicies,  proceeds from  recourse against Dealers on such Receivables  and  \nthe interests  of  the Trust in certain rebates of premiums  and other  \namounts  relating to the Insurance Policies  and  any \n\n\n\ndocuments  relating  thereto,  such  assignment   being   an assignment \noutright and not for security; and the Seller  or the  Servicer,  as  \napplicable,  shall  thereupon  own  such Receivable, and all such security \nand documents, free of any further  obligation to the Trustee or the \nCertificateholders with respect thereto.  Each of the Servicer, the Trustee \nand the  Seller  shall  cooperate with respect  to  the  orderly transfer  of \nthe  servicing to  the  party  purchasing  the Administrative  Receivable  \nhereunder,  and  each   of   the Servicer,  the  Trustee and the Seller shall \ncooperate  with such party to ensure that the purchasing party is subrogated \nto  the  rights  of each such Person with  respect  to  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\n     or refraining from acting upon any resolution, Officer's\n     Certificate,  certificate  of  auditors  or  any  other\n     certificate, statement, instrument, opinion, report, notice,\n     request, consent, order, appraisal, bond or other paper or\n     document believed by it to be genuine and to have  been\n     signed or presented by the proper party or parties;\n\n          (b)    the Trustee may consult with counsel and any Opinion\n     of Counsel shall be full and complete authorization and\n     protection in respect of any action taken or suffered or\n     omitted by it under this Agreement in good faith and in\n     accordance with such Opinion of Counsel;\n\n          (c)    the Trustee shall be under no obligation to exercise\n     any of the rights or powers vested in it by this Agreement,\n     or to institute, conduct or defend any litigation under this\n     Agreement or in relation to this Agreement, at the request,\n     order or direction of any of the Certificateholders or the\n     Security  Insurer, pursuant to the provisions  of  this\n     Agreement, unless such Certificateholders or the Security\n     Insurer  shall  have offered to the Trustee  reasonable\n     security  or indemnity against the costs, expenses  and\n     liabilities  that may be incurred therein  or  thereby;\n     provided  however,  that the Trustee  shall,  upon  the\n     occurrence of a Servicer Termination Event (that has not\n\n\n\n     been cured), exercise the rights and powers vested in it by\n     this Agreement with reasonable care and skill;\n\n          (d)     the Trustee shall not be bound to make any\n     investigation into the facts of matters stated  in  any\n     resolution, certificate, statement, instrument, opinion,\n     report, notice, request, consent, order, approval, bond or\n     other paper or document, unless requested in writing to do\n     so by the Security Insurer or by Holders of Certificates\n     evidencing not less than 25% of the sum of the Class  A\n     Certificate Balance and the Class B Certificate Balance, or,\n     if there are no Class A Certificates then outstanding, by\n     Holders of Class B Certificates evidencing not less than 25%\n     of the Class B Certificate Balance; provided however, that\n     if the payment within a reasonable time to the Trustee of\n     the costs, expenses or liabilities likely to be incurred by\n     it in the making of such investigation is, in the opinion of\n     the Trustee, not reasonably assured to the Trustee by the\n     security afforded to it by the terms of this Agreement, the\n     Trustee may require reasonable indemnity against such cost,\n     expense or liability as a condition to so proceeding; the\n     reasonable expense of every such examination shall be paid\n     by  the  Person making such request or, if paid by  the\n     Trustee, shall be reimbursed by the Person making  such\n     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\n     Agreement  ether  directly or by or through  agents  or\n     attorneys  or  custodians.  The Trustee  shall  not  be\n     responsible for any misconduct or negligence on the part of\n     any  agent or attorney appointed with due care  by  the\n     Trustee.  The Trustee shall not be responsible for  any\n     misconduct  or negligence attributable to the  acts  or\n     omissions of the Servicer;\n\n          (f)    The Trustee may rely, as to factual matters relating\n     to the Seller or the Servicer, on an Officer's Certificate\n     of  a  Responsible Officer of the Seller  or  Servicer,\n     respectively; and\n\n          (g)    The Trustee shall not be required to take any action\n     or refrain from taking any action under this Agreement, or\n\n\n\n     any  Related Document referred to herein, nor shall any\n     provision of this Agreement, or any such Related Document be\n     deemed to impose a duty on the Trustee to take action, if\n     the Trustee shall have been advised by counsel that such\n     action is contrary to the terms of this Agreement, or any\n     Related Document or is contrary to law.\n\n     XI.4.     Trustee Not Liable for Certificates or Receivables.  \nThe Trustee makes no representations as to the validity  or  sufficiency  of  \nthis  Agreement  or  of   the Certificates  (other than the execution of the \nCertificates) or  of  any  Receivable or Related Document, except  to  the \nextent  otherwise  expressly provided herein.   The  Trustee shall at no time \n(except during such time, if any, as it  is acting  as  successor Servicer) \nhave any  responsibility  or liability for or with respect to the legality, \nvalidity  and enforceability  of  any security interest  in  any  Financed \nVehicle or any Receivable, or the perfection and priority of such  a  \nsecurity interest or the maintenance  of  any  such perfection  and  \npriority, or for or  with  respect  to  the efficiency  of  the  Trust or its \nability  to  generate  the payments to be distributed to Certificateholders \nunder  this Agreement,  including,  without limitation,  the  existence, \ncondition,  location and ownership of any Financed  Vehicle; the  existence \nand enforceability of any insurance  thereon; the  existence  of any \nReceivable or any computer  or  other record thereof (it being understood \nthat the Trustee has not reviewed  and  does not intend to review such  \nmatters,  the sole  responsibility  for such review being  vested  in  the \nSeller and the Servicer as applicable); the completeness  of any   \nReceivable;  the  receipt  by  the  Servicer  of   any Receivable;   the   \nperformance  or   enforcement   of   any Receivable;  the compliance by the \nSeller and  the  Servicer with  any  covenant  or the breach by  the  Seller  \nand  the Servicer  of any warranty or representation made under  this \nAgreement or in any Related Document and the accuracy of any such  warranty  \nor  representation prior  to  the  Trustee's receipt  of  notice or other \ndiscovery of any  noncompliance therewith or any breach thereof, any \ninvestment of monies by or  at  the  direction of the Servicer or any loss \nresulting therefrom  (it being understood, however, that  the  Trustee shall \nremain responsible for any Trust Property that it  may hold  directly);  the \nacts or omissions of the  Seller,  the \n\n\n\nServicer or any Obligor; any action of the Servicer taken in the   name   of  \nthe  Trustee;  the  accuracy,  content   or completeness  of any offering \ndocuments used  in  connection with  the  sale  of the Certificates or any  \naction  by  the Trustee  taken  at  the  instruction of  the  Servicer,  the \nSeller,  the  Security  Insurer  or  the  Certificateholders holding  the \nrequisite percentage of Certificates;  provided however, that the foregoing \nshall not relieve the Trustee of its  obligation to perform its duties under \nthis  Agreement, whether as Trustee or as Backup Servicer.  The Trustee shall \nnot  be accountable for the use or application by the Seller of  any  of  the \nCertificates or of the  proceeds  of  such Certificates,  or for the use or \napplication  of  any  funds paid to the Servicer in respect of the \nReceivables prior  to the time such funds are deposited in the Collection \nAccount.\n\n     XI.5.     Trustee May Own Certificates.  The Trustee in its \nindividual or any other capacity may become the owner or pledgee  of  \nCertificates with the same rights as  it  would have if it were not Trustee \nand may deal with the Seller and the Servicer in banking transactions with \nthe same rights as it would have if it were not Trustee.\n\n     XI.6.     Trustee's Fees and Expenses; Indemnification. The  \nServicer in a separate agreement (the \"Fee Letter\") has covenanted and agreed \nto pay to the Trustee, and the Trustee shall  be  entitled  to, certain \nannual  fees  (the  \"Annual Trustee's Fee\") (which shall not be limited by \nany provision of  law  in  regard to the compensation of a trustee  of  an \nexpress  trust)  for  all services,  including  services  as Backup  \nServicer,  rendered by it in the  execution  of  the trusts  created  by this \nAgreement and in the  exercise  and performance  of  any  of the powers and  \nduties  under  this Agreement  of  the Trustee.  To the extent  not  covered  \nby Article  IX,  the  Seller and the Servicer shall  indemnify, defend,  and  \nhold  harmless  the  Trustee  and  the  Backup Servicer  from  and  against \nall  costs,  expenses,  losses, claims,  damages and liabilities arising out \nof or  incurred in  connection with the acceptance of the performance of the \ntrusts and duties contained in this Agreement, except to the extent  that  \nsuch  cost, expense, loss,  claim,  damage  or liability  is  due  to  the \nbad faith  or  gross  negligence (except for errors in judgment) of the \nTrustee or the Backup \n\n\n\n\n\nServicer, respectively.  In addition, the Servicer in Section 9.1 has agreed \nto indemnify the Trustee with respect to certain matters, and the \nCertificateholders in their individual capacity under Section 11.3(c) or (d) \nmay agree to indemnify the Trustee under certain circumstances.  The \nprovisions of this Section 11.6 shall (i) not be in limitation of the Fee \nLetter entered into in connection with this Agreement between the Servicer \nand the Trustee (ii) shall not terminate or be deemed released upon the \nresignation or termination of AmeriCredit as the Servicer and (iii) shall \nsurvive any termination of this Agreement.\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 cease \nto be eligible in accordance with the provisions of this Section 11.7, the \nTrustee shall resign immediately in the manner and with the effect specified \nin 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 \n\n\n                                      95\n\n\n\noccurred and be continuing), shall promptly appoint a successor Trustee by \nwritten instrument, in duplicate, one copy of which instrument shall be \ndelivered to the resigning Trustee and one copy to the successor Trustee.  If \nno successor Trustee shall have been so appointed and have accepted \nappointment within 30 days after the giving of such notice of resignation, \nthe resigning Trustee may petition any court of competent jurisdiction for \nthe appointment of a successor Trustee.\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 \n\n\n                                      96\n\n\n\nMajority) shall have the option, by 60 days' prior notice in writing to the \nSeller, the Servicer and the Trustee, to remove the Trustee, and the Security \nInsurer shall not have any liability to the Trustee, AmeriCredit, the Seller, \nthe Servicer 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 \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 \n\n\n                                      97\n\n\n\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 \n\n\n                                      98\n\n\n\nServicer, the Trustee and (so long as an Insurer Default shall not have \noccurred and be continuing) the Security Insurer may consider necessary or \ndesirable.  If the Servicer shall not have consented to such appointment \nwithin 15 days after the receipt by it of a request to do so, or if a \nServicer Termination Event shall have occurred and be continuing, the consent \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\n    or imposed upon the Trustee shall be conferred or imposed\n    upon and exercised or performed by the Trustee and such\n    separate trustee or cotrustee jointly (it being understood\n    that such separate trustee or cotrustee is not authorized to\n    act separately without the Trustee joining in such act),\n    except to the extent that under any law of any jurisdiction\n    in which any particular act or acts are to be performed by\n    the Trustee, the Trustee shall be incompetent or unqualified\n    to perform such act or acts, in which event such rights,\n    powers, duties and obligations (including the holding of\n    title to the Trust Property or any portion thereof in any\n    such jurisdiction) shall be exercised and performed singly\n    by such separate trustee or co-trustee, but solely at the\n    direction of the Trustee;\n  \n     (ii) No trustee under this Agreement shall be personally\n    liable by reason of any act or omission of any other trustee\n    under this Agreement; and\n  \n     (iii)  The Servicer, the Trustee and provided no\n    Insurer Default shall have occurred and be continuing, the\n    Security Insurer acting jointly may at any time accept the\n    resignation of or remove any separate trustee 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\n\n\n                                      99\n\n\n\nthen separate trustees and co-trustees, as effectively as if given to each of\nthem.  Every instrument appointing any separate trustee or co-trustee shall \nrefer to this Agreement and the conditions of this Article XI.  Each separate\ntrustee and co-trustee, upon its acceptance of the trusts conferred, shall be \nvested with the estates or property specified in its instrument of appointment,\neither jointly with the Trustee or separately, as may be provided therein, \nsubject to all the provisions of this Agreement, specifically including every\nprovision of this Agreement relating to the conduct of, affecting the liability\nof, or affording protection to, the Trustee.  Every such instrument shall be \nfiled with 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 \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\n    organized, validly existing and in good standing under the\n    laws of the state of its incorporation or (ii) a national\n    banking association duly organized, validly existing and in\n    good standing under the laws of the United States of\n    America;\n  \n       (b) it has full power, authority and legal right to\n    execute, deliver and perform this Agreement, and has taken\n    all necessary action to authorize the execution, delivery\n    and performance by it of this Agreement;\n  \n       (c) the execution, delivery and performance by it of this\n\n\n                                     100\n\n\n\n    Agreement (a) do not violate any provision of any law or\n    regulation governing the banking and trust powers of it or\n    any order, writ, judgment, or decree of any court,\n    arbitrator, or governmental authority applicable to it or\n    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\n    knowledge do not violate any provision of, or constitute,\n    with or without notice or lapse of time, a default under, or\n    result in the creation or imposition of any lien on any of\n    the Trust Property pursuant to the provisions of any\n    mortgage, indenture, contract, agreement or other\n    undertaking other than this Agreement to which it is a\n    party;\n\n       (d) the execution, delivery and performance by it of this\n    Agreement do not require the authorization, consent or\n    approval of, the giving of notice to, the filing or\n    registration with, or the taking of any other action in\n    respect of, any governmental authority or agency regulating\n    its banking and corporate trust activities; and\n\n      (e) this Agreement has been duly executed and delivered\n    by it and constitutes the legal, valid and binding agreement\n    of it, enforceable in accordance with its terms, except as\n    enforceability may be limited by bankruptcy, insolvency,\n    reorganization or other similar laws affecting the\n    enforcement of creditors' rights generally and by equitable\n    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     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 required in \nconnection with the preparation of all tax returns of the Trust, and shall \nexecute such returns and cause such returns to be filed on or prior to the \ndate on which such returns are due; provided, that such returns have \n\n\n                                     101\n\n\n\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 Certificate holders.\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 \n\n\n                                     102\n\n\n\ndirected would be in violation of this Agreement or any of the Related \nDocuments or would subject it to personal liability against which it has not \nbeen provided reasonable indemnity or (in the case of directions provided by  \na 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\nXII      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 Certificate holders \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 \n\n\n                                     103\n\n\n\nto 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 Distribution\nDate upon which final payment of the Certificates shall be made upon \npresentation 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    (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 \n\n\n                                     104\n\n\n\ntermination 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\nXIII    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 \n\n\n                                     105\n\n\n\nhereunder or (iii) any 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 as an Insurer Default shall not have occurred and be \ncontinuing) and with the consent of a Certificate Majority (which consent of \nany Holder of a Certificate given pursuant to this Section 13.1(b) or \npursuant to any other provision of this Agreement shall be conclusive and \nbinding on such Holder and on all future Holders of such Certificate and of \nany Certificate issued upon the transfer thereof or in exchange thereof or in \nlieu thereof whether or not notation of such consent is made upon the \nCertificate) for the purpose of adding any provisions to or changing in any \nmanner or eliminating any of the provisions of this Agreement, or of \nmodifying in any manner the rights of the Holders of Certificates; provided \nhowever, that no such amendment shall (a) increase or reduce in any manner \nthe amount of, or accelerate or delay the timing of, collections of payments \non Receivables or distributions that shall be required to be made on any \nCertificate or the Class A Pass-Through Rate or the Class B Pass-Through Rate \nor (b) reduce the aforesaid percentage required to consent to any such \namendment or any waiver hereunder, without the consent of the Holders of all \nCertificates then outstanding, provided, further, that if an Insurer Default \nhas occurred and is continuing, such action shall not amend, modify or limit \nthe Security 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     (b) Prior to the execution of any such amendment or consent, the Trustee \nshall furnish written notification of the substance of such amendment or \nconsent 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\n                                     106\n\n\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 \nany other consents of Certificateholders provided for in this Agreement) and \nof evidencing the authorization of the execution thereof by \nCertificateholders shall be subject to such reasonable requirements as the \nTrustee may prescribe, 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     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 \n\n\n                                     107\n\n\n\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 a \nsecurity interest in, or otherwise transfer any interest in automotive \nreceivables to any prospective purchaser, lender or other transferee, the \nServicer shall give to such prospective purchaser, lender or other transferee \ncomputer tapes, records or printouts (including any restored from backup \narchives) that, if they refer in \n\n\n                                     108\n\n\n\nany 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\n\n\n                                     109\n\n\n\n\nSecurity Insurer, within 90 days after April 1, 1997, an Opinion of Counsel, \neither (a) stating that, in the opinion of such counsel, all financing \nstatements and continuation statements have been executed and filed that are \nnecessary fully to preserve and protect the interest of the Trustee in the \nReceivables, and reciting the details of such filings or referring to prior \nOpinions of Counsel in which such details are given, or (b) stating that, in \nthe opinion of such counsel, no action shall be necessary to preserve and \nprotect such interest.\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 accounting or to take any action or \ncommence any proceeding in any court for a partition or winding up of the \nTrust, nor otherwise affect the rights, obligations and liabilities of the \nparties 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, except \nas otherwise specifically provided herein, whenever Class A Certificateholder \naction, consent or approval is required under this Agreement, such action, \nconsent or approval shall be deemed to have been taken or given on behalf of, \nand shall be binding upon, all Class A Certificateholders if the Security \nInsurer agrees to take such action or give such consent or approval.  If an \nInsurer Default shall have occurred and is continuing, no Certifi \n\n\n                                     110\n\n\n\ncateholder shall have any right by virtue or by availing itself of any \nprovisions of this Agreement to institute any suit, action, or proceeding in \nequity or at law upon or under or with respect to this Agreement, unless such \nHolder previously shall have given to the Trustee a written notice of default \nand of the continuance thereof, as provided in this Agreement and unless also \nthe Holders of Certificates evidencing not less than 25% of the sum of the \nClass A Certificate Balance and the Class B Certificate Balance, or, if there \nare no Class A Certificates then outstanding, by Holders of Class B \nCertificates evidencing not less than 25% of the Class B Certificate Balance \nshall have made written request upon the Trustee to institute such action, \nsuit or proceeding in its own name as Trustee under this Agreement and shall \nhave offered to the Trustee such reasonable indemnity as it may require \nagainst the costs, expenses and liabilities to be incurred therein or \nthereby, and the Trustee, for 30 days after its receipt of such notice, \nrequest, and offer of indemnity, shall have neglected or refused to institute \nany such action, suit, or proceeding and during such 30-day period, no \nrequest or waiver inconsistent with such written request has been given to \nthe Trustee pursuant to and in compliance with this Section 13.3 or Section \n10.5; it being understood and intended, and being expressly covenanted by \neach Certificateholder with every other Certificateholder and the Trustee, \nthat no one or more Holders of Certificates shall have any right in any \nmanner whatever by virtue or by availing itself or themselves of any \nprovisions of this Agreement to affect, disturb, or prejudice the rights of \nthe Holders of any other of the Certificates, or to obtain or seek to obtain \npriority over or preference to any other such Holder, or to enforce any right \nunder this Agreement, except in the manner provided in this Agreement and for \nthe equal, ratable, and common benefit of all Certificateholders.  For the \nprotection and enforcement of the provisions of this Section 13.3, each and \nevery Certificateholder and the Trustee shall be entitled to such relief as \ncan be given either at law or in equity. Nothing in this Agreement shall be \nconstrued as giving the Certificateholders any right to make a claim under \nthe Policy.\n\n     XIII.4.   Governing Law.  This Agreement shall be governed\n\n\n                                     111\n\n\n\nby and construed in accordance with the laws of the State of New York without \nregard to the principles of conflicts of laws thereof and the obligations, \nrights and remedies of the parties under this Agreement shall be determined \nin accordance 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 \ncontained in this Agreement, except as provided in Section 8.2 or Section 9.2 \nand as provided in the provisions of the Agreement concerning the resignation \nof the Servicer and the Backup Servicer, this Agreement may not be assigned \nby the Seller or the Servicer without the prior written consent of the \nTrustee and the Security Insurer (or, if an Insurer Default shall have \noccurred and be continuing 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 \n\n\n                                     112\n\n\n\ndirectly enforce such provisions of this Agreement so long as no Insurer \nDefault shall have occurred and be continuing. Except as expressly stated \notherwise herein or in the Related Documents, any right of the Security \nInsurer to direct, appoint, consent to, approve of, or take any action under \nthis Agreement, shall be a right exercised by the Security Insurer in its \nsole and absolute discretion.  The Security Insurer may disclaim any of its \nrights and powers under this Agreement (but not its duties and obligations \nunder the Policy) upon delivery of a written notice to the Trustee.\n\n     XIII.9.   Financial Security as Controlling Party.  Each \nCertificateholder by purchase of the Certificates held by it acknowledges \nthat the Trustee on behalf of the Trust, as partial consideration of the \nissuance of the Policy, has agreed that the Security Insurer shall have \ncertain rights hereunder for so long as no Insurer Default shall have \noccurred and be continuing.  So long as an Insurer Default has occurred and \nis continuing, any provision giving the Security Insurer the right to direct, \nappoint or consent to, approve of, or take any action under this Agreement \nshall be inoperative during the period of such Insurer Default and such right \nshall instead 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     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 \n\n\n                                     113\n\n\n\nfollowing address: AmeriCredit Financial Services, Inc., 200 Bailey Avenue, \nFort Worth, Texas 76107-1220, Attention: Chief Financial Officer, (b) in the \ncase of the Trustee, and, for so long as the Trustee is the Backup Servicer, \nthe Trustee, at the Corporate Trust Office, (c) in the case of each Rating \nAgency, 99 Church Street, New York, New York 10007 (for Moody's) and 26 \nBroadway, New York, New York 10004 (for Standard &amp; Poor's), and (d) in the \ncase of the Security Insurer, Financial Security Assurance, Inc., 350 Park \nAvenue, New York, New York 10022, Attention: Surveillance Department, Re: \nAmeriCredit Automobile Receivables Trust 1996-A, or at such other address as \nshall be designated by any such party in a written notice to the other \nparties.  Any notice required or permitted to be mailed to a \nCertificateholder shall be given by first class mail, postage prepaid, at the \naddress of such Holder as shown in the Certificate Register, and any notice \nso mailed within the time prescribed in this Agreement shall be conclusively \npresumed to have been duly given, whether or not the Certificateholder \nreceives 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. XIII.13.\n\n     IN WITNESS WHEREOF, the Seller, ARC, the Servicer and the Trustee have \ncaused this Pooling and Servicing Agree ment to be duly executed by their \nrespective officers, effective as of the day and year first above written.\n\nAMERICREDIT FINANCIAL\n        SERVICES, INC., as Seller and\n        Servicer\n\n\n                                     114\n\n\n\n\n                              By\n                                  Name:\n                                  Title:\n\n\n\n\nLASALLE NATIONAL BANK,\n                                 as  Trustee and  as  Backup\nServicer\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                         SCHEDULE A\n\n                  SCHEDULE OF RECEIVABLES\n                         SCHEDULE B\n\n       REPRESENTATIONS AND WARRANTIES OF AMERICREDIT\n\n     XIV    Characteristics of Receivables.  Each Receivable\n(A)  was  originated by a Dealer for the retail  sale  of  a\nFinanced  Vehicle  in the ordinary course of  such  Dealer's\nbusiness  in  accordance with AmeriCredit's credit  policies\nand  such  Dealer had all necessary licenses and permits  to\noriginate  Receivables in the state where  such  Dealer  was\nlocated,  was  fully and properly executed  by  the  parties\nthereto, was purchased by AmeriCredit from such Dealer under\nan  existing  Dealer  Agreement  or  pursuant  to  a  Dealer\n\n\n                           115\n\n\n\n\nAssignment with AmeriCredit and was validly assigned by such\nDealer  to AmeriCredit pursuant to a Dealer Assignment,  (B)\ncontains  customary and enforceable provisions  such  as  to\nrender  the  rights  and  remedies  of  the  holder  thereof\nadequate  for  realization against the collateral  security,\n(D)  is  a  Receivable  which  provides  for  level  monthly\npayments  (provided that the period in the first  Collection\nPeriod and the payment in the final Collection Period of the\nReceivable may be minimally different from the normal period\nand  level  payment) which, if made when  due,  shall  fully\namortize the Amount Financed over the original term and  (E)\nhas  not  been amended or collections with respect to  which\nwaived,  other  than  as evidenced in  the  Receivable  File\nrelating thereto.\n\n     XV      No Fraud or Misrepresentation.  Each Receivable\nwas  originated by a Dealer and was sold by  the  Dealer  to\nAmeriCredit  without any fraud or misrepresentation  on  the\npart of such Dealer in either case.\n\n     XVI        Compliance  with Law.  All  requirements  of\napplicable  federal, state and local laws,  and  regulations\nthereunder (including, without limitation, usury  laws,  the\nFederal  Truth-in-Lending Act, the Equal Credit  Opportunity\nAct,  the Fair Credit Billing Act, the Fair Credit Reporting\nAct,  the  Fair Debt Collection Practices Act,  the  Federal\nTrade  Commission Act, the Moss-Magnuson Warranty  Act,  the\nFederal  Reserve  Board's  Regulations  \"B\"  and  \"Z\",   the\nSoldiers'  and  Sailors'  Civil Relief  Act  of  1940,  each\napplicable state Motor Vehicle Retail Installment Sales Act,\nand  state adaptations of the National Consumer Act  and  of\nthe  Uniform Consumer Credit Code and other consumer  credit\nlaws  and  equal credit opportunity and disclosure laws)  in\nrespect  of the Receivables and the Financed Vehicles,  have\nbeen  complied  with  in  all material  respects,  and  each\nReceivable and the sale of the Financed Vehicle evidenced by\neach  Receivable complied at the time it was  originated  or\nmade  and  now  complies in all material respects  with  all\napplicable legal requirements.\n\n     XVII    Origination.  Each Receivable was originated in\nthe United States.\n\n\n                                116\n\n\n\n\n     XVIII           Binding  Obligation.   Each  Receivable\nrepresents  the  genuine, legal, valid and  binding  payment\nobligation of the Obligor thereon, enforceable by the holder\nthereof  in  accordance  with  its  terms,  except  (A)   as\nenforceability  may  be  limited by bankruptcy,  insolvency,\nreorganization or similar laws affecting the enforcement  of\ncreditors' rights generally and by equitable limitations  on\nthe availability of specific remedies, regardless of whether\nsuch  enforceability is considered in a proceeding in equity\nor  at law and (B) as such Receivable may be modified by the\napplication  after  the Cutoff Date  of  the  Soldiers'  and\nSailors'  Civil  Relief Act of 1940,  as  amended;  and  all\nparties  to  each  Receivable had  full  legal  capacity  to\nexecute  and deliver such Receivable and all other documents\nrelated thereto and to grant the security interest purported\nto be granted thereby.\n\n     XIX    No Government Obligor.  No Obligor is the United\nStates  of  America or any State or any agency,  department,\nsubdivision or instrumentality thereof.\n\n     XX   Obligor Bankruptcy.  At the Cutoff Date no Obligor\nhad  been identified on the records of AmeriCredit as  being\nthe subject of a current bankruptcy proceeding.\n\n     XXI       Schedule of Receivables.  The information set\nforth in the Schedule of Receivables has been produced  from\nthe  Electronic  Ledger  and was true  and  correct  in  all\nmaterial respects as of the close of business on the  Cutoff\nDate.\n\n     XXII Marking Records.  By the Closing Date, AmeriCredit\nwill  have  caused  the  portions of the  Electronic  Ledger\nrelating  to the Receivables to be clearly and unambiguously\nmarked  to show that the Receivables have been sold  to  the\nTrust  by  AmeriCredit in accordance with the terms  of  the\nPooling and Servicing Agreement.\n\n     XXIII           Computer Tape.  The Computer Tape  made\navailable  by  AmeriCredit to the Trust on the Closing  Date\nwas complete and accurate as of the Cutoff Date and includes\na  description of the same Receivables that are described in\nthe Schedule of Receivables.\n\n\n                            117\n\n\n\n\n\n\n\n     XXIV       Adverse Selection.  No selection  procedures\nadverse to the Certificateholders were utilized in selecting\nthe  Receivables from those receivables owned by AmeriCredit\nwhich  met  the selection criteria contained in the  Pooling\nand Servicing Agreement.\n\n     XXV  Chattel Paper.  The Receivables constitute chattel\npaper  within  the meaning of the UCC as in  effect  in  the\nStates of Texas and New York.\n\n     XXVI One Original.  There is only one original executed\ncopy of each Receivable.\n\n     XXVII        Receivable Files Complete.  There exists a\nReceivable  File  pertaining to  each  Receivable  and  such\nReceivable  File contains (a) a fully executed  original  of\nthe   Receivable,   (b)   the   original   executed   credit\napplication,  or  a copy thereof and (c) the  original  Lien\nCertificate or application therefor.  Each of such documents\nwhich  is  required  to be signed by the  Obligor  has  been\nsigned by the Obligor in the appropriate spaces.  All blanks\non  any form have been properly filled in and each form  has\notherwise  been correctly prepared.  The complete Receivable\nFile  for each Receivable currently is in the possession  of\nthe Custodian.\n\n     XXVIII    Receivables in Force.  No Receivable has been\nsatisfied,  subordinated  or  rescinded,  and  the  Financed\nVehicle  securing each such Receivable has not been released\nfrom the lien of the related Receivable in whole or in part.\nNo  terms  of  any Receivable have been waived,  altered  or\nmodified  in  any respect since its origination,  except  by\ninstruments or documents identified in the Receivable  File.\nNo  Receivable has been modified as a result of  application\nof  the Soldiers' and Sailors' Civil Relief Act of 1940,  as\namended.\n\n     XXIX   Lawful Assignment.  No Receivable was originated\nin,  or is subject to the laws of, any jurisdiction the laws\nof  which  would make unlawful, void or voidable  the  sale,\ntransfer  and  assignment  of  such  Receivable  under  this\nAgreement or pursuant to transfers of the Certificates.\n\n\n                            118\n\n\n\n\n\n     XXX   Good Title.   Immediately prior to the conveyance\nof  the Receivables to the Trust pursuant to this Agreement,\nAmeriCredit  was  the sole owner thereof and  had  good  and\nindefeasible  title  thereto, free of  any  Lien  and,  upon\nexecution and delivery of this Agreement by AmeriCredit, the\nTrustee  shall have good and indefeasible title to and  will\nbe the sole owner of such Receivables, free of any Lien.  No\nDealer  has  a participation in, or other right to  receive,\nproceeds  of any Receivable.  Americredit has not taken  any\naction  to convey any right to any Person that would  result\nin such Person having a right to payments received under the\nrelated  Insurance Policies or the related Dealer Agreements\nor   Dealer  Assignments  or  to  payments  due  under  such\nReceivables.\n\n     XXXI       Security Interest in Financed Vehicle.  Each\nReceivable  created  or shall create a  valid,  binding  and\nenforceable  first priority security interest  in  favor  of\nAmeriCredit  in the Financed Vehicle.  The Lien  Certificate\nand  original certificate of title for each Financed Vehicle\nshow,  or if a new or replacement Lien Certificate is  being\napplied  for with respect to such Financed Vehicle the  Lien\nCertificate will be received within 180 days of the  Closing\nDate and will show AmeriCredit named as the original secured\nparty  under  each  Receivable as  the  holder  of  a  first\npriority  security interest in such Financed Vehicle.   With\nrespect  to  each Receivable for which the Lien  Certificate\nhas  not  yet  been returned from the Registrar  of  Titles,\nAmeriCredit  has received written evidence from the  related\nDealer  that  such Lien Certificate showing  AmeriCredit  as\nfirst   lienholder  has  been  applied  for.   AmeriCredit's\nsecurity  interest has been validly assigned by  AmeriCredit\nto  the Trust pursuant to this Agreement.  Immediately after\nthe sale, transfer and assignment thereof by AmeriCredit  to\nthe Trust, each Receivable will be secured by an enforceable\nand  perfected  first  priority  security  interest  in  the\nFinanced  Vehicle in favor of the Trustee as secured  party,\nwhich security interest is prior to all other Liens upon and\nsecurity interests in such Financed Vehicle which now  exist\nor  may  hereafter  arise  or  be  created  (except,  as  to\npriority,  for  any  lien  for  taxes,  labor  or  materials\naffecting a Financed Vehicle).  As of the Cutoff Date  there\nwere  no Liens or claims for taxes, work, labor or materials\n\n\n                             119\n\n\n\n\naffecting a Financed Vehicle which are or may be Liens prior\nor equal to the Liens of the related Receivable.\n\n     XXXII        All Filings Made.  All filings (including,\nwithout limitation, UCC filings) required to be made by  any\nPerson and actions required to be taken or performed by  any\nPerson  in  any  jurisdiction to give the  Trustee  a  first\npriority  perfected lien on, or ownership interest  in,  the\nReceivables and the proceeds thereof and the Other  Conveyed\nProperty have been made, taken or performed.\n\n     XXXIII         No Impairment.  AmeriCredit has not done\nanything to convey any right to any Person that would result\nin  such  Person having a right to payments  due  under  the\nReceivable  or otherwise to impair the rights of the  Trust,\nthe Security Insurer, the Trustee and the Certificateholders\nin any Receivable or the proceeds thereof.\n\n     XXXIV       Receivable Not Assumable.  No Receivable is\nassumable by another Person in a manner which would  release\nthe  Obligor  thereof  from  such Obligor's  obligations  to\nAmeriCredit with respect to such Receivable.\n\n     XXXV      No Defenses.  No Receivable is subject to any\nright of rescission, setoff, counterclaim or defense and  no\nsuch  right has been asserted or threatened with respect  to\nany Receivable.\n\n     XXXVI           No Default.  There has been no default,\nbreach, violation or event permitting acceleration under the\nterms of any Receivable (other than payment delinquencies of\nnot more than 30 days), and no condition exists or event has\noccurred  and is continuing that with notice, the  lapse  of\ntime  or  both would constitute a default, breach, violation\nor  event  permitting acceleration under the  terms  of  any\nReceivable,  and  there has been no waiver  of  any  of  the\nforegoing.   As of the Cutoff Date no Financed  Vehicle  had\nbeen repossessed.\n\n     XXXVII       Insurance.  At the time of a purchase of a\nReceivable  by  AmeriCredit from  a  Dealer,  each  Financed\nVehicle  is  required to be covered by a  comprehensive  and\ncollision  insurance policy (i) in an amount at least  equal\n\n\n                             120\n\n\n\n\nto  the lesser of (a) its maximum insurable value or (b) the\nprincipal  amount  due from the Obligor  under  the  related\nReceivable, (ii) naming AmeriCredit as loss payee and  (iii)\ninsuring  against  loss  and  damage  due  to  fire,  theft,\ntransportation, collision and other risks generally  covered\nby  comprehensive and collision coverage.   Each  Receivable\nrequires  the Obligor to maintain physical loss  and  damage\ninsurance, naming AmeriCredit and its successors and assigns\nas  additional insured parties, and each Receivable  permits\nthe  holder  thereof  to  obtain physical  loss  and  damage\ninsurance at the expense of the Obligor if the Obligor fails\nto  do so.  No Financed Vehicle is insured under a policy of\nForce-Placed Insurance on the Cutoff Date.\n\n     XXXVIII     Past Due.  At the Cutoff Date no Receivable\nwas more than 30 days past due.\n\n     XXXIX       Remaining Principal Balance.  At the Cutoff\nDate each Receivable had a remaining principal balance equal\nto or greater than $250.00 and the Principal Balance of each\nReceivable 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\nfinal scheduled payment date after April 12, 2001.\n\n     XLI   Certain Characteristics.  (A) Each Receivable had\na  remaining  maturity, as of the Cutoff Date, of  not  more\nthan 59 months; (B) each Receivable had an original maturity\nof  not  more  than  60 months; (C) each  Receivable  had  a\nremaining  Principal Balance as of the  Cutoff  Date  of  at\nleast  $418.41  and  not  more  than  $26,110.77;  (D)  each\nReceivable  has an Annual Percentage Rate of at least  14.5%\nand  not  more than 33%; (E) no Receivable was more than  30\ndays  past  due as of the Cutoff Date and (F) no funds  have\nbeen  advanced by AmeriCredit, any Dealer, or anyone  acting\non behalf of any of them in order to cause any Receivable to\nqualify under clause (E) above.\nXLII\n                         SCHEDULE C\n\n             SERVICING POLICIES AND PROCEDURES\n\n\n                           121\n\n\n\n\n     Note:  Applicable Time Periods Will Vary by State\n\n\nCompliance  with  state collection laws is required  of  all\nAmeriCredit Collection Personnel.  Additionally, AmeriCredit\nhas chosen to follow the guidelines of the Federal Fair Debt\nCollection Practices Act (FDCPA).\n\nThe Collection Process\n\nCustomer is issued a monthly billing statement 16 to 20 days\nbefore payment is due.\n\nXLII All  accounts  are  issued  to  the  Computer  Assisted\n     Collection System (CACS) at 5 days delinquent or at such\n     other  dates of delinquency as determined by historical\n     payment patterns of the account.\n\nXLIII      Accounts  are  then segregated into  two  groups,\n     those less than 30 days delinquent and those over 30 days\n     delinquent.\n\nXLIV Accounts  less  than  30  days delinquent  are  further\n     segregated into accounts that have good residential and\n     business phone numbers and those that do not.\n\nXLV  For  those  that  have  good phone  numbers,  they  are\n     assigned to the Melita Group.\n\nXLVI For those without good phone numbers, they are assigned\n     to the front-end collector.\n\nXLVII      In both groups, all reasonable collection efforts\n     are  made  to  avoid the account rolling over  30  days\n     delinquent,  including the use of  collection  letters.\n     Collection letters may be utilized between 15 and 25 days\n     delinquent.\n\nXLVIII      At   the  time  the  account  reaches  31   days\n     delinquent, it is assigned to a mid-range collector.  At\n     this time the collector identifies the necessity of any\n     default notification required by state law.\n\n\n                                122\n\n\n\n\n\nXLIX Once the account exceeds 60 days in delinquency, it  is\n     assigned to a hard-core collector.  The hard-core collector\n     then continues the collection effort.  If the account cannot\n     be  resolved  through normal collection  efforts,  i.e.\n     satisfactory payment arrangements, then the account may be\n     submitted for repossession approval, either voluntary or by\n     an  approved  outside contractor or  if  necessary  for\n     sequestration   approval.    All   repossessions    and\n     sequestrations  must be approved  by  the  Director  of\n     Collections or an Assistant Vice President.\n\nL    CACS  allows  the  individual collector  to  accurately\n     document and update each account pertaining to telephone\n     calls and correspondence created as a result of contact with\n     the customer.\n\nRepossessions\n\nIf  repossession of the collateral occurs, whether voluntary\nor involuntary, the following steps are taken:\n\nLI   Notification of repossession to proper authorities when\n     necessary.\n\nLII  Inventory  of  all personal property  is  taken  and  a\n     condition report is done on the vehicle.  Pictures are also\n     taken of the vehicle.\n\nLIII Written  notification, as required  by  state  law,  to\n     customer(s)  concerning their rights of  redemption  or\n     reinstatement along with information on how to obtain any\n     personal property that was in the vehicle at the time of\n     repossession.\n\nLIV  Written  request  to  the originating  dealer  for  all\n     refunds due for dealer adds.\n\nLV   Collateral disposition through public or private  sale,\n     (dictated  by state law), in a commercially  reasonable\n     manner, whenever possible through a Manheim or Adessa Auto\n     Auction.\n\nLVI  After  the  collateral is liquidated, the debtor(s)  is\n\n                                123\n\n\n\n\n\n     notified in writing of the deficiency balance owed, if any.\n\n\nUse of Due Date Changes\n\nDue   dates   may  be  changed  subject  to  the   following\nconditions:\n\nLVII The account is contractually current or will be brought\n     current with the due date change.\n\nLVIII      Due  date changes cannot exceed the total  of  15\n     days over the life of 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\n     approved by the Director of Collections or an Assistant Vice\n     President.\n\nUse of Payment Deferments\n\nA   payment  deferral  is  offered  to  customers  who  have\nencountered temporary financial difficulties.\n\nLXII Minimum of six payments have been made on the account.\n\nLXIII      The  account  will be brought  current  with  the\n     deferment, but not paid ahead.\n\nLXIV A deferment fee is collected on all transactions.\n\nLXV  Only  one deferment transaction can be performed  in  a\n     twelve month period.\n\nLXVI No  more than two payments may be deferred in a  twelve\n     month period, and no more than eight total payments may be\n     deferred over the life of the loan.\n\nLXVII      Any exceptions to the above stated policy must be\n     approved by the Director of Collections or Assistant Vice\n     President.\n\n\n                                  124\n\n\n\n\n\nCharge-Offs\n\nLXVIII    When a Post Repossession Notice is generated on an\n     account, the account may be partially charged-off on the\n     date that the notice legally expires.  The partial charge-\n     off calculation is based on the expected residual value of\n     the vehicle at time of sale.  Adjustments to the account are\n     made once final liquidation of the vehicle occurs.\n\nLXIX It is AmeriCredit's policy that any account that is not\n     successfully recovered by 180 days delinquent is submitted\n     to the Director of Collections for approval and charge-off.\n\nLXX  It  is  AmeriCredit's policy to carry  all  Chapter  13\n     bankruptcy accounts until confirmation of the plan.  Once\n     the plan is approved, a partial charge-off is taken for the\n     unsecured  portion of the account.  On fully reaffirmed\n     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\n     establish acceptable payment arrangements or settlements on\n     the account.\n\nLXXII     If the customer is unwilling to do so, AmeriCredit\n     may  invoke any legal collection remedy that the  state\n     allows, i.e., judgements, garnishments, etc.\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\nSECURITIES  ACT OF 1933, AS AMENDED (THE \"SECURITIES  ACT\"),\n\n\n                                125\n\n\n\n\n\nOR  THE  SECURITIES  LAWS  OF ANY  STATE  IN  RELIANCE  UPON\nEXEMPTIONS  PROVIDED BY THE SECURITIES ACT  AND  SUCH  STATE\nSECURITIES  LAWS.   NO  RESALE OR  OTHER  TRANSFER  OF  THIS\nCERTIFICATE  MAY BE MADE UNLESS SUCH RESALE OR TRANSFER  (A)\nIS  MADE  IN ACCORDANCE WITH SECTION 7.3 OF THE POOLING  AND\nSERVICING  AGREEMENT  AND (B) IS MADE  (i)  PURSUANT  TO  AN\nEFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES  ACT,\n(ii)   IN   A   TRANSACTION  EXEMPT  FROM  THE  REGISTRATION\nREQUIREMENTS  OF  THE  SECURITIES ACT AND  APPLICABLE  STATE\nSECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON WHO\nTHE   TRANSFEROR   REASONABLY  BELIEVES   IS   A   QUALIFIED\nINSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE  144A  UNDER\nTHE  SECURITIES ACT THAT IS AWARE THAT THE RESALE  OR  OTHER\nTRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C) UPON\nTHE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED  IN\nTHE  AGREEMENT.   NEITHER THE SELLER, THE SERVICER  NOR  THE\nTRUSTEE IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER  THE\nSECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.\n\n           NO  RESALE  OR OTHER TRANSFER OF THIS CERTIFICATE\nMAY  BE  MADE  UNLESS THE CERTIFICATE REGISTRAR  SHALL  HAVE\nRECEIVED  A REPRESENTATION LETTER IN SUBSTANTIALLY THE  FORM\nREQUIRED  BY THE AGREEMENT REFERRED TO BELOW FROM THE  TRANS\nFEREE OF THIS CERTIFICATE OR SUCH OTHER REPRESENTATIONS  (OR\nAN  OPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER  OR\nCS  FIRST  BOSTON  CORPORATION, TO THE EFFECT  THAT  SUCH  A\nTRANSFER  MAY  BE  MADE PURSUANT TO AN  EXEMPTION  FROM  THE\nSECURITIES   ACT,   INCLUDING  RULE  144A  THEREUNDER,   AND\nAPPLICABLE  STATE  SECURITIES LAWS AND (A)  SUCH  TRANSFEREE\nWILL  NOT  ACQUIRE THIS CERTIFICATE WITH THE ASSETS  OF  ANY\n\"EMPLOYEE  BENEFIT PLAN\" AS DEFINED IN SECTION 3(3)  OF  THE\nEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS  AMENDED\n(\"ERISA\") OR SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE\nOF  1986,  AS AMENDED (THE \"CODE\"), (B) SPECIFIED CONDITIONS\nOF  AN \"UNDERWRITER EXEMPTION\" DESCRIBED IN SECTION V(h)  OF\nPROHIBITED  TRANSACTION CLASS EXEMPTION 95-60 ARE  SATISFIED\nWITH  RESPECT  TO SUCH TRANSFEREE OR (C) IN THE  CASE  OF  A\nTRANSFER TO AN INSURANCE COMPANY GENERAL ACCOUNT, EITHER (A)\nABOVE,  (B)  ABOVE OR, PURSUANT TO SECTION I  OF  PROHIBITED\nTRANSACTION  CLASS  EXEMPTION  95-60  (\"PTCE  95-60\"),   THE\nACQUISITION AND HOLDING OF THE CERTIFICATE AND, PURSUANT  TO\nSECTION  III  OF  PTCE 95-60, THE SERVICING, MANAGEMENT  AND\nOPERATION OF THE TRUST ARE, WITH RESPECT TO SUCH TRANSFEREE,\n\n\n                            126\n\n\n\n\nEXEMPT FROM THE \"PROHIBITED TRANSACTION\" PROVISIONS OF ERISA\nAND THE CODE.\n      AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A\n\n          5.70% ASSET BACKED CERTIFICATE, CLASS A\n\nNUMBER\nA-1                   $____________\n\n          THIS CERTIFIES THAT ____________ is the registered\nowner  of  a ____________ dollars nonassessable, fully-paid,\nfractional  undivided interest in the AmeriCredit Automobile\nReceivables Trust 1996-A (the \"Trust\") formed by AmeriCredit\nFinancial  Services,  Inc.,  a  Delaware  corporation   (the\n\"Seller\").  The Trust was created pursuant to a Pooling  and\nServicing  Agreement  dated as of  February  12,  1996  (the\n\"Agreement\"),  among  AmeriCredit Financial  Services,  Inc.\n(\"AmeriCredit\"), as seller and servicer (the \"Seller\" or the\n\"Servicer\"),  and  LaSalle National Bank,  as  trustee  (the\n\"Trustee\"), a summary of certain of the pertinent provisions\nof  which  is  set forth below.  Reference is  made  to  the\nfurther provisions of this Class A Certificate set forth  in\nthe  attached  pages  3 through 7, which further  provisions\nshall  for all purposes have the same effect as if set forth\nat  this  place.   Unless the certificate of  authentication\nhereon  shall have been executed by an authorized  signatory\nof  the  Trustee,  by manual signature,  this  Class  A  Cer\ntificate shall not entitle the holder hereof to any  benefit\nunder  the  Agreement  or be valid  for  any  purpose.   All\ncapitalized  terms  not otherwise defined  herein  have  the\nmeanings assigned to them in the Agreement.\n\n           IN  WITNESS WHEREOF, the Trustee on behalf of the\nTrust  and  not in its individual capacity has  caused  this\nClass A Certificate to be duly executed.\n\n\nAMERICREDIT AUTOMOBILE\n            RECEIVABLES TRUST 1996-A\n\n\nBy:  LASALLE NATIONAL\n            BANK, as Trustee\n\n\n                                127\n\n\n               By:\nDATED:  ___________, 1996\n\n      This is one of the Class A Certificates referred\n           to in the within-mentioned Agreement.\n\n               LaSalle  National  Bank,  as\nTrustee\n\n\n\nBy:______________________________\n\nAuthorized Signatory\n\n     This Certificate evidences a fractional undivided interest in the Trust, \nas defined above, the property of which includes a pool of retail installment \nsale contracts secured by new and used automobiles and light trucks and sold \nto the Trust by the Seller. This Certificate does not represent an interest \nin or obligation of the Seller, in its individual capacity or as the Servicer \nor any of their respective affiliates thereof, except to the extent described \nbelow.\n\n     To the extent not otherwise defined herein, the capitalized terms used \nherein have the meanings assigned to them in the Agreement. This Certificate \nis one of the duly authorized Certificates designated as \"5.70% Asset Backed \nCertificates, Class A\" (herein called  the  \"Class  A Certificates\").  Also \nissued under the  Agreement  are Certificates designated as \"5.70% Asset \nBacked Certificates, Class B\" (the \"Class B Certificates\").  The Class B \nCertificates and the Class A Certificates are hereinafter collectively called \nthe \"Certificates.\"  The  Class  A Certificates represent initially, or in \nthe aggregate, 92% of the principal balance of all Certificates. This Class A \nCertificate is issued under and is subject to the terms, provisions, and \nconditions of the Agreement, to which Agreement the holder of this Class A \nCertificate by virtue of the acceptance hereof assents and by which such \nholder is bound. The property of the Trust includes (as more fully \n\n\n                                  128\n\n\n\ndescribed in the Agreement) a pool of retail installment sale contracts for \nnew and used automobiles and light duty trucks (the \"Receivables\"), certain \nmonies due thereunder on or after February 12, 1996, security interests in \nthe vehicles financed thereby, certain bank accounts and the proceeds \nthereof, property securing the Receivables and held by the Trustee, proceeds \nfrom claims on physical damage, credit life and disability insurance policies \ncovering vehicles financed thereby and the obligors thereunder, all \nCollateral Insurance relating to the Receivables and the financed vehicles, \ncertain rights against Dealers and in contracts with Dealers, all right, \ntitle and interest of the Seller in and to this Agreement and any and all \nproceeds of the foregoing.\n\n     Under the Agreement, there will be distributed on the 12th day of each \nmonth or, if such 12th day is not a Business Day, the next Business Day (the \n\"Distribution Date\"), commencing on April 12, 1996, to the person in whose \nname this Class A Certificate is registered at the close of business on the \nlast day of the prior calendar month (the \"Accounting Date\"), to the extent \navailable from the Amount Available,  such Class A Certificateholder's \nfractional undivided interest in the sum of the Class A Interest Distributable\nAmount for such Distribution  Date,  any outstanding Class A Interest Carryover\nShortfall for such Distribution Date, the Class A Principal Distributable Amount\nfor such Distribution Date and any Class A Principal Carryover Shortfall for \nsuch Distribution Date.\n\n     Except as otherwise provided in the Agreement, distributions on this \nClass A Certificate will be made by the Trustee by wire transfer (as provided \nin the Agreement), check or money order mailed to the Class A Certificateholder\nof record in the Certificate Register without the presentation or surrender of\nthis Class A Certificate or the making of any notation hereon. Except as \notherwise provided in the Agreement and notwithstanding the above, the final\ndistribution on this Class A Certificate will be made after due notice by the\nTrustee of the pendency of such distribution and only upon presentation and \nsurrender of this Class A Certificate at the office or agency maintained for\nthat purpose by the Trustee in Chicago, Illinois.  The \n\n\n\n                                  129\n\n\n\nAccounting Date otherwise applicable to such distribution shall not be \napplicable.\n\n     The Certificates do not represent an obligation of, or an interest in, \nthe Seller, the Servicer, the Trustee or any affiliate of any of them. The \nCertificates are limited in right of payment to certain collections and \nrecoveries  respecting the Receivables,  all  as  more specifically set forth \nin the Agreement.  A copy of the Agreement may be examined during normal \nbusiness hours at the principal office of the Seller, and at such other \nplaces,  if  any, designated by the Seller,  by  any Certificateholder upon \nrequest.\n\n     As provided in the Agreement, so long as no Insurer Default has occurred \nand 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 provided, the \namendment thereof and the modification of the rights and obligations of the \nSeller and the rights of the Certificateholders under the Agreement at any \ntime by \n\n\n                                  130\n\n\n\nthe Seller and the Trustee with the consent of the Security Insurer \nand the Holders of Certificates, voting together as a Class, evidencing not \nless than a Certificate Majority. Any such consent by the Holder of this \nCertificate shall be conclusive and binding on such Holder and on all future \nHolders of this Certificate and of any Certificate issued upon the registration\nof transfer hereof or in exchange herefor or in lieu hereof whether or not \nnotation of such consent is made upon this Certificate. The Agreement also \npermits the amendment thereof, in certain limited circumstances, without the\nconsent of the Holders of any of the Certificates.\n\n     As provided in the Agreement and subject to certain limitations set \nforth therein, the transfer of this Certificate is registrable in the \nCertificate Registrar upon surrender of this Certificate for registration of \ntransfer at the offices or agencies maintained by the Trustee in its capacity \nas Certificate Registrar, or by any successor Certificate Registrar, in the \nCity of Chicago, Illinois, accompanied by a written instrument of transfer in \nform satisfactory to the Trustee and the Certificate Registrar duly executed \nby the holder hereof or such holder's attorney duly authorized in writing, \nand thereupon one or more new Certificates of authorized denominations \nevidencing the same aggregate interest in the Trust will be issued to the \ndesignated transferee.\n\n     The Class A Certificates and the Class B Certificates are issuable only \nas registered Certificates without coupons in denominations of $1,000 and \nintegral multiples  of $1,000 in excess thereof; however,  one Certificate of \neach such Class may be issued  in  a denomination representing or including \nany remaining portion of the original Class A Certificate Balance or the \noriginal Class B Certificate Balance, as the case may be.  As provided in the \nAgreement and subject to certain limitations therein set forth, Certificates \nare exchangeable for new Certificates of authorized denominations evidencing \nthe same aggregate  denomination, as requested  by  the  holder surrendering \nthe same. No service charge will be made for any such registration of \ntransfer or exchange, but the Trustee may require payment of a sum sufficient \nto cover any \n\n\n                                  131\n\n\n\ntax or governmental charges payable in connection therewith.\n\n     The Trustee, the Certificate Registrar, and any agent of the Trustee or \nthe Certificate Registrar may treat the person in whose name this Class A \nCertificate is registered as the owner hereof for all purposes, and neither \nthe Trustee, the Certificate Registrar, nor any such agent shall be affected \nby any notice to the contrary.\n\n     Each Certificateholder by purchase of the Certificates held by it \nacknowledges that the Seller, as partial consideration of the issuance of the \nPolicy, 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, any \nprovision giving the Security Insurer the right to direct, appoint or consent \nto, approve of, or take any action under this Agreement shall be inoperative \nduring the period of such Insurer Default and such right shall instead vest \nin the Trustee acting at the direction of the Holders of Certificates.  The \nSecurity Insurer may disclaim any of its rights and powers under this \nAgreement (but not its duties and obligations under the Policy) upon delivery \nof a written notice to the Trustee. The Security Insurer may give or withhold \nany consent hereunder in its sole and absolute discretion.\n\n     The obligations and responsibilities created by the Agreement and the \nTrust created thereby shall terminate upon the payment to Certificateholders \nof all amounts required to be paid to them pursuant to the Agreement and the \ndisposition of all property held as part of the Trust. The Servicer of the \nReceivables may at its option purchase the corpus of the Trust at a price \nspecified in the Agreement, and such purchase of the Receivables and other \nproperty of the Trust will effect early retirement of the Certificates; \nhowever, such right of purchase is exercisable only as of the last day of any \nCollection Period as of which the Class A Certificate Balance is less than \n10% of the Cut-Off Date Class A Certificate Balance.\n\n     The recitals contained herein (other than the certificate of \nauthentication herein) shall be taken as the \n\n\n                                  132\n\n\n\nstatements of the Seller or the Servicer, as the case may be, and the Trustee \nassumes no responsibility for the correctness thereof. The Trustee makes no \nrepresentations as to the validity or sufficiency of this Certificate (other \nthan the certificate of authentication herein), or of any Receivable or \nrelated document.\n\n                                  ASSIGNMENT\n\n     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto\n\n\nPLEASE INSERT SOCIAL SECURITY\nOR OTHER IDENTIFYING NUMBER\nOF ASSIGNEE\n\n\n(Please print or typewrite name and address, including postal zip code, \nof assignee)\n\n\n\nthe within Certificate, and all rights thereunder, hereby\nirrevocably constituting and appointing\n\n________________________  Attorney  to  transfer  said\nCertificate on the books of the Certificate Registrar, with\nfull power of substitution in the premises.\n\nDated:\n\n\n               _____________________________*\n\nSignature Guaranteed:\n\n\n\n               _____________________________*\n\n\n* NOTICE: The signature to this assignment must correspond\n\n\n\n                                  133\n\n\n\nwith the name as it appears upon the face of the within Certificate  in  \nevery particular, without  alteration, enlargement or any change whatever. \nSuch signature must be guaranteed by a member firm of the New York Stock \nExchange or a commercial bank or trust company.\n\n\n                                  EXHIBIT B\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 TO THE \nCLASS A CERTIFICATES AS DESCRIBED IN THE  AGREEMENT REFERRED TO HEREIN.  IN \nADDITION,  ALL DISTRIBUTIONS HEREON ARE SUBJECT TO THE PRIOR CLAIMS OF CERTAIN\nPARTIES TO RECEIVE AMOUNTS ON DEPOSIT IN THE SPREAD ACCOUNT.\n\n     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF \n1933, AS AMENDED (THE \"SECURITIES ACT\"), OR THE SECURITIES LAWS OF ANY STATE \nIN RELIANCE UPON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE \nSECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE \nUNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 7.3 OF \nTHE 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 \nBUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE \nTHAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND \n(C) UPON 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\n\n\n\n                                  134\n\n\n\nMAY BE MADE UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A \nREPRESENTATION LETTER IN SUBSTANTIALLY THE FORM REQUIRED BY THE AGREEMENT \nREFERRED TO BELOW FROM THE TRANSFEREE OF THIS CERTIFICATE OR SUCH OTHER \nREPRESENTATIONS (OR AN OPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER \nOR CS FIRST BOSTON CORPORATION, TO THE EFFECT THAT SUCH A TRANSFER MAY BE \nMADE PURSUANT TO AN EXEMPTION FROM THE SECURITIES  ACT,  INCLUDING RULE 144A \nTHEREUNDER,  AND APPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE \nWILL NOT ACQUIRE THIS CERTIFICATE WITH THE ASSETS OF ANY \"EMPLOYEE BENEFIT \nPLAN\" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY \nACT OF 1974, AS AMENDED (\"ERISA\") OR SECTION 4975(e)(1) OF THE INTERNAL \nREVENUE CODE OF 1986, AS AMENDED (THE \"CODE\"), (B) IN THE CASE OF A TRANSFER \nTO AN INSURANCE COMPANY GENERAL ACCOUNT, EITHER (A) ABOVE OR, PURSUANT TO \nSECTION I OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (\"PTCE 95-60\"), THE \nACQUISITION AND HOLDING OF THE CERTIFICATE AND, PURSUANT TO SECTION III OF \nPTCE 95-60, THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST ARE, WITH \nRESPECT TO SUCH TRANSFEREE, EXEMPT FROM THE \"PROHIBITED TRANSACTION\" \nPROVISIONS OF ERISA AND THE CODE.\n\n\n\n             AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A\n\n\n                  ASSET BACKED CERTIFICATE, CLASS B\n\n\nNUMBER\nRB                       $____________\n\n     THIS CERTIFIES THAT ____________ is the registered owner of a $_______ \ndollars nonassessable, fully-paid, fractional undivided interest in the \nAmeriCredit Automobile Receivables Trust 1996-A (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 February 12, 1996 (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 Certificate \nset forth in the attached pages 3 through 7, which further provisions shall for\nall purposes\n\n\n\n                                  135\n\n\n\nhave the same effect as if set forth at this place. Unless the certificate of \nauthentication hereon shall have been executed by an authorized signatory of \nthe Trustee, by manual signature, this Class B Certificate shall not entitle \nthe holder hereof to any benefit under the Agreement or be valid for any \npurpose. All capitalized terms not otherwise defined herein have the meanings \nassigned to them in the Agreement.\n\n      IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its \nindividual capacity has caused this Class B Certificate to be duly executed.\n\nAMERICREDIT AUTOMOBILE\n             RECEIVABLES TRUST 1996-A\n\n\nBy: LaSalle National\n                  Bank, as Trustee\n\n\n               By:\nDATED: ___________, 1996\n\n   This is one of the Class B Certificates referred\n      to in the within-mentioned Agreement.\n\n               LaSalle National Bank, as\nTrustee\n\n\n               By:___________________________\n\nAuthorized Signatory\n     This Certificate evidences a fractional undivided interest in the Trust, \nas defined below, the property of which includes a pool of retail installment \nsale contracts secured by new and used automobiles and light duty trucks and \nsold to the Trust by the Seller. This Certificate does not represent an \ninterest in or obligation of the Seller, in its individual capacity or as the \nServicer or any of their respective  affiliates thereof, except to  the  \nextent\n\n\n                                  136\n\n\n\ndescribed below.\n\n     To the extent not otherwise defined herein, the capitalized terms used \nherein have the meanings assigned to them in the Agreement. This Certificate \nis one of the duly authorized  Certificates designated  as  \"Asset  Backed \nCertificates, Class B\" (herein called  the  \"Class  B Certificates\").  Also \nissued under the  Agreement  are Certificates designated as \"5.70% 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 de scribed 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 February 12, 1996, \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 such 12th day \nis not a Business Day, the next Business Day (the \"Distribution Date\"), \ncommencing on April 12, 1996, the Class B Distributable Amount (as defined in \nthe Agreement) will be applied as follows:\n\n\n                                  137\n\n\n\n     _     (A) to the Security Insurer, to the extent of any amounts owing \nto the Security Insurer under the Insurance Agreement and not paid, whether or\nnot AmeriCredit is also obligated to pay such amounts; and\n\n     _     (B) to the Collateral Agent for deposit in the Spread Account the\nremaining Available Funds; and\n\n     Amounts will only be distributed to the Holder of the Class B \nCertificate as such amounts are released from the Spread Account.  However, \nfor all purposes of the Agreement and for federal income tax purposes the \nfull amount of the Class B Distributable Amount will be deemed distributed to \nthe Class B Certificateholders on each Distribution Date, notwithstanding \nthat all of such amount shall be turned over to the Security Insurer or \ndeposited to the Spread Account on such Distribution Date.\n\n     Amounts released from the Spread Account on such Distribution Date shall \nbe paid to the person in whose name this Class B Certificate is registered at \nthe close of business on the last day of the prior calendar month (the \n\"Accounting Date\").\n\n     Except as otherwise provided in the Agreement, distributions on this \nClass B Certificate will be made by the Trustee by wire transfer (as provided \nin 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 interest in, \nthe Seller, the Servicer, the Trustee or any affiliate of any of them. The \nCertificates are limited in right of payment to certain collections and \nrecoveries  respecting the Receivables,  all  as  more \n\n\n                                  138\n\n\n\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 provided, the \namendment thereof and the modification of the rights and obligations of the \nSeller and the rights of the Certificateholders under the Agreement at any \ntime by the Seller and the Trustee with the consent of the Security Insurer \nand the Holders of Certificates, voting together as a Class, evidencing not \nless than a Certificate Majority. Any such consent by the Holder of this \nCertificate shall be conclusive and binding on such Holder and on all future \nHolders of this Certificate and of any Certificate issued upon the \nregistration 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 limitations set \nforth therein, the transfer of this Certificate is registrable in the \nCertificate Registrar upon surrender of this Certificate for registration of \ntransfer at the offices or agencies maintained by the Trustee in its capacity \nas Certificate Registrar, or by any successor Certificate Registrar, in \nChicago, Illinois, accompanied by a written instrument of transfer in form \nsatisfactory to the Trustee and the Certificate Registrar duly executed by \nthe holder hereof or such holder's attorney duly authorized in writing, and \nthereupon one or more new Certificates of authorized denominations evidencing \nthe same  aggregate interest in the Trust will be issued to the designated \ntransferee.\n\n      The Class A Certificates and Class B Certificates\n\n\n\n                                  139\n\n\n\nare issuable only as registered Certificates without coupons in denominations \nof $1,000,000 and integral multiples of $1,000 in excess thereof; however, \none Certificate of each such Class may be issued in a denomination \nrepresenting or including any remaining portion of the original Class A \nCertificate Balance or the original Class B Certificate Balance, as the case \nmay be. As provided in the Agreement and subject to certain limitations \ntherein set forth, Certificates are exchangeable for new Certificates  of \nauthorized denominations evidencing the same  aggregate denomination, as \nrequested by the holder surrendering the same.  No service charge will be \nmade for any  such registration of transfer or exchange, but the Trustee may \nrequire payment of a sum sufficient to cover any tax or governmental charges \npayable in connection therewith.\n\n      Each Certificateholder by purchase of  the Certificates held by it \nacknowledges that the Trustee, as partial consideration of the issuance of \nthe 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, any \nprovision giving the Security Insurer the right to direct, appoint or consent \nto, approve of, or take any action under this Agreement shall be inoperative \nduring the period of such Insurer Default and such right shall instead vest \nin the Trustee acting at the direction of the Holders of Certificates.  The \nSecurity Insurer may disclaim any of its rights and powers under this \nAgreement (but not its duties and obligations under the Policy) upon delivery \nof a written notice to the Trustee. The Security Insurer may give or withhold \nany consent hereunder in its sole and absolute discretion.\n\n     The Trustee, the Certificate Registrar, and any agent of the Trustee or \nthe Certificate Registrar may treat the person in whose name this Class B \nCertificate is registered as the owner hereof for all purposes, and neither \nthe Trustee, the Certificate Registrar, nor any such agent shall be affected \nby any notice to the contrary.\n\n     The obligations and responsibilities created by the Agreement and the \nTrust created thereby shall terminate upon the payment to Certificateholders \nof all amounts required to be paid to them pursuant to the Agreement and the \ndisposition of all property held as part of the Trust. The Servicer of the \nReceivables may at its option purchase the corpus of the Trust at a price \nspecified in the Agreement, and such purchase of the Receivables and other \nproperty of the Trust will effect early retirement of the Certificates; \nhowever, such right of purchase is exercisable only as of the last day of any \nCollection Period as of which the Class A Certificate Balance is less than \n10% of the Cut-Off Date Class A Certificate Balance.\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                                  140\n\n\n\n                                  ASSIGNMENT\n\n     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers \nunto\n\nPLEASE INSERT SOCIAL SECURITY\nOR OTHER IDENTIFYING NUMBER\nOF ASSIGNEE\n\n\n\n(Please print or typewrite name and address, including\npostal zip code, of assignee)\n\n\n\nthe within Certificate, and all rights thereunder, hereby\nirrevocably constituting and appointing\n\n________________________  Attorney  to  transfer  said\nCertificate on the books of the Certificate Registrar, with\nfull power of substitution in the premises.\n\nDated:\n\n\n               _____________________________*\n\nSignature Guaranteed:\n\n\n\n               _____________________________*\n\n\n* NOTICE: The signature to this assignment must correspond\nwith the name as it appears upon the face of the within\nCertificate  in  every particular, without  alteration,\nenlargement or any change whatever. Such signature must be\nguaranteed by a member firm of the New York Stock Exchange\nor a commercial bank or trust company.\n\n\n\n                                  141\n\n\n\n                          EXHIBIT C\n\n        FORM OF SERVICER'S CERTIFICATE\n\n\n\n\n\n\n\n        POOLING AND SERVICING AGREEMENT\n               \n             RELATING TO\n               \n    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A\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               \n        Dated as of February 12, 1996\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                                        18\n      Section 1.3. Calculations                                          18\n      Section 1.4. Section References                                    18\n      Section 1.5. Action by or Consent of   \n      Certificateholders                                                 18\n      Section 1.6. No Recourse                                           18\n      Section 1.7. Material Adverse Effect                               19\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;\n   ORIGINAL 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]                                24\n      Section 3.7.Collecting Lien Certificates Not Delivered on the\n      Closing Date                                                       24\n      Section 3.8.Trustee's Assignment of Administrative Receivables\n      and Warranty Receivables                                           24\n\nARTICLE IV ADMINISTRATION AND SERVICING OF RECEIVABLES                   24\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\n      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; Compensating Interest                                    35\n      Section 4.9. Servicer's Certificate                                35\n      Section 4.10. Annual Statement as to Compliance, Notice of\n      Servicer Termination Event                                         36\n      Section 4.11. Annual Independent Accountants' Report               37\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.       39\n\n\n\n\nARTICLE V  DISTRIBUTIONS; STATEMENTS TO CERTIFICATE HOLDERS              39\n\n      Section 5.1. Accounts                                              39\n      Section 5.2. Collections                                           40\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                                          43\n      Section 5.7. Statements to Certificate holders                     43\n      Section 5.8. Optional Deposits by the Security Insurer             45\n\nARTICLE VI THE SPREAD ACCOUNT AND THE POLICY; COVENANTS OF THE INITIAL\n   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                                   46\n      Section 6.5. Preference Claims; Direction of Proceedings           47\n      Section 6.6. Surrender of Policy                                   48\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\n                   Exchange of Certificates                              51\n      Section 7.4. Mutilated, Destroyed, Lost\n                   or Stolen Certificates                                53\n      Section 7.5. Persons Deemed Owners                                 54\n      Section 7.6. Access to List of Certificateholders' \n                   Names and Addresses                                   54\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                                55\n\n      Section 8.1. Liability of Seller.                                  55\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 \n      Seller and Others                                                  55\n\n\n\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 \n      Servicer and 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                                   60\n\n      Section 10.1.  Servicer Termination Event                          60\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\n      and Warranty Receivables                                           65\n      Section 11.3. Certain Matters Affecting the Trustee                66\n      Section 11.4. Trustee Not Liable for Certificates or \n      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\n      of Certificates                                                    73\n      Section 11.15. Suit for Enforcement                                73\n      Section 11.16. Rights to Direct Trustee                            74\n\n\n\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\n      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             SCHEDULES\n\nSchedule A  Schedule of Receivables\n\nSchedule B  Representations and Warranties of\n     Americredit\n\nSchedule C  Servicing Policies and Procedures\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<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6685],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9564,9560],"class_list":["post-41212","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-americredit-corp","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\/41212","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=41212"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41212"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41212"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41212"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}