Common use of ISSUANCE AND SALE OF CERTIFICATES Clause in Contracts

ISSUANCE AND SALE OF CERTIFICATES. The Sponsor has authorized the issuance and sale of $60,200,000 Class A-1 5.515% Asset Backed Notes, $86,625,000 Class A-2 Floating Rate Asset Backed Notes, $70,300,000 Class A-3 6.54% Asset Backed Notes (collectively, the "Notes") and $7,875,000 6.74% Asset Backed Certificates (the "Certificates") (the Notes and the Certificates, collectively, the "Securities"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 1997-A (the "Trust") pursuant to an Indenture, to be dated as of March 1, 1997 (the "Indenture"), between the Trust and LaSalle National Bank, a national banking association, as indenture trustee (the "Trustee") and as trust collateral agent. The Certificates are to be issued by the Trust pursuant to a Trust Agreement, to be dated as of March 1, 1997, between the Seller and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee"). The Securities evidence all of the beneficial ownership interests in the assets of the Trust. The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Initial Receivables") and certain monies due thereunder on or after February 24, 1997 (the "Initial Cutoff Date"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the "Note Insurance Policy") and the Certificates will have the benefit of a certificate insurance policy (the "Insurance Policies", together with the Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York (the "Certificate Insurer"). In connection with the issuance of the Insurance Policies (i) the Companies, the Trust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of March 1, 1997 (the "Insurance Agreement") and (ii) the Seller, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of March 1, 1997 (the "Indemnification Agreement").

ISSUANCE AND SALE OF CERTIFICATES. The Sponsor Company has authorized the issuance and sale of $60,200,000 Mortgage Loan Pass-Through Certificates, Series 1997-1, Class A-1 5.515% Asset Backed NotesGroup I Certificates in an aggregate principal amount of $63,500,000, $86,625,000 Class A-2 Floating Rate Asset Backed NotesGroup I Certificates in an aggregate principal amount of $30,200,000, $70,300,000 Class A-3 6.54% Asset Backed Notes Group I Certificates in an aggregate principal amount of $21,300,000, Class A-4 Group I Certificates in an aggregate principal amount of $19,733,000 and Class A-5 Group II Certificates in an aggregate principal amount of $138,866,000, (collectively, the "NotesOffered Certificates") ). The Offered Certificates, Class B Certificates and $7,875,000 6.74% Asset Backed the Residual Certificates (the "Certificates") (the Notes Class B Certificates and the Residual Certificates, collectively, the "SecuritiesNon-Offered Certificates") (the Non-Offered Certificates and the Offered Certificates, collectively, the "Certificates"). The Notes , are to be issued by AmeriCredit Automobile Receivables Access Financial Mortgage Loan Trust 1997-A 1997- 1 (the "Trust") pursuant to an Indenture, to be dated as of March 1, 1997 (the "Indenture"), between the Trust a Pooling and LaSalle National Bank, a national banking association, as indenture trustee (the "Trustee") and as trust collateral agent. The Certificates are to be issued by the Trust pursuant to a Trust Servicing Agreement, to be dated as of March February 1, 1997, between 1997 (the Seller "Pooling and Bankers Trust (DelawareServicing Agreement"), among the Company, Access Financial Lending Corp., as owner master servicer (the "Master Servicer"), Access Financial Receivables Corp., as the transferor (the "Transferor") and The Chase Manhattan Bank, a New York banking corporation, as trustee (the "Owner Trustee"). The Securities Non-Offered Certificates are not to be sold hereunder. The Certificates evidence all of the beneficial ownership interests in the assets of the Trust. The assets Trust consisting primarily of the Trust will initially include a pool of retail installment sale contracts amortizing mortgage loans which are secured by new first or used automobiles, light duty trucks and vans second liens on residential properties (the "Initial ReceivablesMortgage Loans") ). The Company will transfer all the Mortgage Loans to the Transferor pursuant to a Purchase and certain monies due thereunder on or after Sale Agreement dated as of February 241, 1997 (the "Initial Cutoff Date"). Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent ReceivablesPurchase Agreement") between the Company and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded AmountTransferor. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the "Note Insurance Policy") and the Offered Certificates will have the benefit of a certificate insurance policy (the "Insurance Policies", together with the Note Certificate Insurance Policy, the "Insurance Policies"), each ) issued by Financial Security Assurance Assurance, Inc., a monoline insurance corporation company organized under the laws of New York (the "Certificate Insurer"). In connection with the issuance of the Certificate Insurance Policies Policy, (i) the Companies, the Trust Company and the Certificate Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of March February 1, 1997 (the "Insurance Agreement") and (ii) the SellerCompany, the Transferor, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of March 1February 25, 1997 (the "Indemnification Agreement").

ISSUANCE AND SALE OF CERTIFICATES. The Sponsor has authorized the issuance and sale of $60,200,000 57,500,000 Class A-1 5.5155.425% Asset Backed Money Market Notes, $86,625,000 77,000,000 Class A-2 Floating Rate Asset Backed Notes, $70,300,000 58,500,000 Class A-3 6.546.10% Asset Backed Notes (collectively, the "Notes") and $7,875,000 6.747,000,000 6.30% Asset Backed Certificates (the "Certificates") (the Notes and the Certificates, collectively, the "Securities"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 19971996-A D (the "Trust") pursuant to an Indenture, to be dated as of March November 1, 1997 1996 (the "Indenture"), between the Trust and LaSalle National Bank, a national banking association, as indenture trustee (the "Trustee") and as trust collateral agent. The Certificates are to be issued by the Trust pursuant to a Trust Agreement, to be dated as of March November 1, 19971996, between the Seller and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee"). The Securities evidence all of the beneficial ownership interests in the assets of the Trust. The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, automobiles and light duty trucks and vans (the "Initial Receivables") and certain monies due thereunder on or after February 24October 31, 1997 1996 (the "Initial Cutoff Date"). Additional retail installment sale contracts secured by new or used automobiles, automobiles and light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." The Notes will have the benefit of a note insurance policy (the "Note Insurance Policy") and the Certificates will have the benefit of a certificate insurance policy (the "Insurance Policies", together with the Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York (the "Certificate Insurer"). In connection with the issuance of the Insurance Policies (i) the Companies, the Trust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of March November 1, 1997 1996 (the "Insurance Agreement") and (ii) the Seller, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of March November 1, 1997 1996 (the "Indemnification Agreement").

ISSUANCE AND SALE OF CERTIFICATES. The Sponsor has authorized the issuance and sale of $60,200,000 ____________ Class A-1 5.515% Asset Backed Notes, $86,625,000 Class A-2 Floating Rate Asset Backed Notes, $70,300,000 Class A-3 6.54% Asset Backed Notes (collectively, the "Notes") and $7,875,000 6.74A ___% Asset Backed Certificates (the "Certificates") (the Notes and the Certificates, collectively, the "Securities"). The Notes Certificates are to be issued by AmeriCredit Automobile Triad Auto Receivables Trust 1997-A 20__-_ (the "Trust") pursuant to an Indenture, to be dated as of March 1, 1997 (the "Indenture"), between the Trust a Pooling and LaSalle National Bank, a national banking association, as indenture trustee (the "Trustee") and as trust collateral agent. The Certificates are to be issued by the Trust pursuant to a Trust Servicing Agreement, to be dated as of March 1_____________, 199720__ (the "Pooling and Servicing Agreement"), between the Sponsor, the Seller and Bankers Trust (Delaware)[name of trustee], a ________________, as owner trustee trustee, back-up servicer (the "Owner Trustee" and "Back-up Servicer", respectively). The Securities evidence all of In addition to the Certificates, the Trust will also issue an Excess Cash Flow Certificate representing the beneficial ownership interests in the assets of Trust (the Trust"Excess Cash Flow Certificate") (the Certificates and the Excess Cash Flow Certificate, collectively, the "Securities") pursuant to the Pooling and Servicing Agreement. The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Initial [Initial] Receivables") and certain monies due thereunder on or after February 24________________, 1997 20__ (the "Initial [Initial] Cutoff Date"). [Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial [Initial] Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." "] [The Notes will have the benefit of a note insurance policy (the "Note Insurance Policy") and the Certificates will have the benefit of a certificate financial guaranty insurance policy (the "Insurance Policies", together with the Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc.________________, a monoline insurance corporation __________________ organized under the laws of New York _____________ (the "Certificate Insurer"). .] [In connection with the issuance of the Insurance Policies Policy (i) the Companies, the Trust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of March 1______________, 1997 20__ (the "Insurance Agreement") and (ii) the Seller, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of March 1____________, 1997 20__ (the "Indemnification Agreement").]

ISSUANCE AND SALE OF CERTIFICATES. The Sponsor has authorized the issuance and sale of $60,200,000 ____________ Class A-1 5.515% Asset Backed Notes, $86,625,000 Class A-2 Floating Rate Asset Backed Notes, $70,300,000 Class A-3 6.54% Asset Backed Notes (collectively, the "Notes") and $7,875,000 6.74A ___% Asset Backed Certificates (the "Certificates") (the Notes and the Certificates, collectively, the "Securities"). The Notes Certificates are to be issued by AmeriCredit Automobile Long Beach Acceptance Auto Receivables Trust 1997-A 20__-_ (the "Trust") pursuant to an Indenture, to be dated as of March 1, 1997 (the "Indenture"), between the Trust a Pooling and LaSalle National Bank, a national banking association, as indenture trustee (the "Trustee") and as trust collateral agent. The Certificates are to be issued by the Trust pursuant to a Trust Servicing Agreement, to be dated as of March 1_____________, 199720__ (the "Pooling and Servicing Agreement"), between the Sponsor, the Seller and Bankers Trust (Delaware)[name of trustee], a ________________, as owner trustee trustee, back-up servicer, custodian [and collateral agent] (the "Owner Trustee" and "Back-up Servicer", respectively). The Securities evidence all of In addition to the Certificates, the Trust will also issue an Excess Cash Flow Certificate representing the beneficial ownership interests in the assets of Trust (the Trust"Excess Cash Flow Certificate") (the Certificates and the Excess Cash Flow Certificate, collectively, the "Securities") pursuant to the Pooling and Servicing Agreement. The assets of the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Initial [Initial] Receivables") and certain monies due thereunder on or after February 24________________, 1997 20__ (the "Initial [Initial] Cutoff Date"). [Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The Initial [Initial] Receivables and the Subsequent Receivables are hereinafter referred to as the "Receivables." "] [The Notes will have the benefit of a note insurance policy (the "Note Insurance Policy") and the Certificates will have the benefit of a certificate financial guaranty insurance policy (the "Insurance Policies", together with the Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc.________________, a monoline insurance corporation __________________ organized under the laws of New York _____________ (the "Certificate Insurer"). .] [In connection with the issuance of the Insurance Policies Policy (i) the Companies, the Trust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of March 1______________, 1997 2001 (the "Insurance Agreement") and (ii) the Seller, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of March 1____________, 1997 2001 (the "Indemnification Agreement").]