Common use of ISSUANCE AND SALE OF CERTIFICATES Clause in Contracts

ISSUANCE AND SALE OF CERTIFICATES. The Depositor has authorized the issuance and sale of $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates”), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] Certificates and the Class [ ] Certificates, the “Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Offered Certificates, the “Certificates”). The Certificates are to be issued by GNMAG Asset Backed Securitization Trust Series [ ] (the “Trust”) pursuant to a Trust Agreement, to be dated as of [ ] (the “Trust Agreement”), between the Depositor and [ ] (“[ ]”), a [ ], as trustee (the “Trustee”). The assets of the Trust will include a pool of “fully modified pass-through” mortgage-backed certificates issued and serviced by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates (the “Agency Securities”) under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder after [ ] (the “Cutoff Date”). [The Trust will provide for the review of the Agency Securities for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, the Sponsor, and [ ], as asset representations reviewer (the “Asset Representations Reviewer”).]

ISSUANCE AND SALE OF CERTIFICATES. The Depositor Sponsor has authorized the issuance and sale of $[ ] 60,200,000 Class [ ] [ ]A-1 5.515% Agency Security Pass-Through 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 “Class [ ] "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"), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates between the Trust and LaSalle National Bank, a national banking association, as indenture trustee (the “Class [ ] Certificates”), "Trustee") and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] Certificates and the Class [ ] Certificates, the “Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Offered Certificates, the “Certificates”)as trust collateral agent. The Certificates are to be issued by GNMAG Asset Backed Securitization the Trust Series [ ] (the “Trust”) pursuant to a Trust Agreement, to be dated as of [ ] (the “Trust Agreement”)March 1, 1997, between the Depositor Seller and [ ] Bankers Trust (“[ ]”Delaware), a [ ], 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 “fully modified pass-through” mortgage-backed certificates issued retail installment sale contracts secured by new or used automobiles, light duty trucks and serviced by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates vans (the “Agency Securities”"Initial Receivables") under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder on or after [ ] February 24, 1997 (the “"Initial Cutoff Date”"). [The 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 will provide for from the review Seller from time to time on or before the end of the Agency Securities for compliance 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 representations and warranties made about them in certain circumstances Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc., a monoline insurance corporation organized under an asset representations review agreement the laws of New York (the “Asset Representations Review Agreement”"Certificate Insurer"). In connection with the issuance of the Insurance Policies (i) to be entered into by the TrustCompanies, the SponsorTrust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of March 1, and [ ], as asset representations reviewer 1997 (the “Asset Representations Reviewer”"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 Depositor Sponsor has authorized the issuance and sale of $[ ] ____________ Class [ ] [ ]A ___% Agency Security Pass-Through Asset Backed Certificates (the “Class [ ] "Certificates”), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] Certificates and the Class [ ] Certificates, the “Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Offered Certificates, the “Certificates”"). The Certificates are to be issued by GNMAG Asset Backed Securitization Long Beach Acceptance Auto Receivables Trust Series [ ] 20__-_ (the “"Trust”") pursuant to a Trust Pooling and Servicing Agreement, to be dated as of [ ] _____________, 20__ (the “Trust "Pooling and Servicing Agreement”"), between the Depositor Sponsor, the Seller and [ [name of trustee], a ________________, as trustee, back-up servicer, custodian [and collateral agent] (“[ ]”the "Trustee" and "Back-up Servicer", respectively). In addition to the Certificates, a [ ], as trustee the Trust will also issue an Excess Cash Flow Certificate representing the beneficial ownership interests in the Trust (the “Trustee”)"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 “fully modified pass-through” mortgage-backed certificates issued retail installment sale contracts secured by new or used automobiles, light duty trucks and serviced by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates vans (the “Agency Securities”"[Initial] Receivables") under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder on or after [ ] ________________, 20__ (the “"[Initial] Cutoff Date”"). [The 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 will provide for from the review Seller from time to time on or before the end of the Agency Securities for compliance 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 Certificates will have the benefit of a financial guaranty insurance policy (the "Policy"), issued by ________________, a __________________ organized under the laws of _____________ (the "Certificate Insurer").] [In connection with the representations issuance of the Policy (i) the Companies, the Trust and warranties made about them in certain circumstances under the Certificate Insurer will execute and deliver an asset representations review agreement Insurance Agreement dated as of ______________, 2001 (the “Asset Representations Review "Insurance Agreement”") to be entered into by and (ii) the TrustSeller, the SponsorUnderwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of ____________, and [ ], as asset representations reviewer 2001 (the “Asset Representations Reviewer”"Indemnification Agreement").]

ISSUANCE AND SALE OF CERTIFICATES. The Depositor Company has authorized the issuance and sale of $[ ] Class [ ] [ ]% Agency Security Mortgage Loan Pass-Through Certificates, Series 1997-1, Class A-1 Group I Certificates in an aggregate principal amount of $63,500,000, Class A-2 Group I Certificates in an aggregate principal amount of $30,200,000, Class A-3 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 "Offered Certificates"). The Offered Certificates, Class B Certificates and the Residual Certificates (the “Class [ ] Certificates”), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] B Certificates and the Class [ ] Residual Certificates, collectively, the “"Non-Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates ") (the “Class [ ] Certificates” and, together with Non-Offered Certificates and the Offered Certificates, collectively, the “"Certificates”"). The Certificates , are to be issued by GNMAG Asset Backed Securitization Access Financial Mortgage Loan Trust Series [ ] 1997- 1 (the “"Trust”") pursuant to a Trust Pooling and Servicing Agreement, to be dated as of [ ] February 1, 1997 (the “Trust "Pooling and Servicing Agreement”"), between among the Depositor and [ ] Company, Access Financial Lending Corp., as 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 “"Trustee”"). The Non-Offered Certificates are not to be sold hereunder. The Certificates evidence all of the beneficial ownership interests in the assets of the Trust will include consisting primarily of a pool of “fully modified pass-through” mortgage-backed certificates issued and serviced amortizing mortgage loans which are secured by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates first or second liens on residential properties (the “Agency Securities”"Mortgage Loans"). The Company will transfer all the Mortgage Loans to the Transferor pursuant to a Purchase and Sale Agreement dated as of February 1, 1997 (the "Purchase Agreement") between the Company and the Transferor. The Offered Certificates will have the benefit of a certificate insurance policy (the "Certificate Insurance Policy") issued by Financial Security Assurance, Inc., a monoline insurance company organized under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder after [ ] laws of New York (the “Cutoff Date”"Certificate Insurer"). [The Trust will provide for In connection with the review issuance of the Agency Securities for compliance with Certificate Insurance Policy, (i) the representations Company and warranties made about them in certain circumstances under the Certificate Insurer will execute and deliver an asset representations review agreement Insurance and Indemnity Agreement dated as of February 1, 1997 (the “Asset Representations Review "Insurance Agreement”") to be entered into by and (ii) the TrustCompany, the SponsorTransferor, the Underwriters and [ ]the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of February 25, as asset representations reviewer 1997 (the “Asset Representations Reviewer”"Indemnification Agreement").]

ISSUANCE AND SALE OF CERTIFICATES. The Depositor Sponsor has authorized the issuance and sale of $[ ] ____________ Class [ ] [ ]A ___% Agency Security Pass-Through Asset Backed Certificates (the “Class [ ] "Certificates”), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] Certificates and the Class [ ] Certificates, the “Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Offered Certificates, the “Certificates”"). The Certificates are to be issued by GNMAG Asset Backed Securitization Triad Auto Receivables Trust Series [ ] 20__-_ (the “"Trust”") pursuant to a Trust Pooling and Servicing Agreement, to be dated as of [ ] _____________, 20__ (the “Trust "Pooling and Servicing Agreement”"), between the Depositor Sponsor, the Seller and [ ] (“[ [name of trustee]”), a [ ]________________, as trustee trustee, back-up servicer (the “"Trustee”" and "Back-up Servicer", respectively). In addition to the Certificates, the Trust will also issue an Excess Cash Flow Certificate representing the beneficial ownership interests in the Trust (the "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 “fully modified pass-through” mortgage-backed certificates issued retail installment sale contracts secured by new or used automobiles, light duty trucks and serviced by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates vans (the “Agency Securities”"[Initial] Receivables") under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder on or after [ ] ________________, 20__ (the “"[Initial] Cutoff Date”"). [The 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 will provide for from the review Seller from time to time on or before the end of the Agency Securities for compliance 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 Certificates will have the benefit of a financial guaranty insurance policy (the "Policy"), issued by ________________, a __________________ organized under the laws of _____________ (the "Certificate Insurer").] [In connection with the representations issuance of the Policy (i) the Companies, the Trust and warranties made about them in certain circumstances under the Certificate Insurer will execute and deliver an asset representations review agreement Insurance Agreement dated as of ______________, 20__ (the “Asset Representations Review "Insurance Agreement”") to be entered into by and (ii) the TrustSeller, the SponsorUnderwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of ____________, and [ ], as asset representations reviewer 20__ (the “Asset Representations Reviewer”"Indemnification Agreement").]

ISSUANCE AND SALE OF CERTIFICATES. The Depositor Sponsor has authorized the issuance and sale of $[ ] 57,500,000 Class [ ] [ ]A-1 5.425% Agency Security Pass-Through Money Market Notes, $77,000,000 Class A-2 Floating Rate Asset Backed Notes, $58,500,000 Class A-3 6.10% Asset Backed Notes (collectively, the "Notes") and $7,000,000 6.30% Asset Backed Certificates (the “Class [ ] "Certificates”") (the Notes and the Certificates, collectively, the "Securities"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 1996-D (the "Trust") pursuant to an Indenture, to be dated as of November 1, 1996 (the "Indenture"), $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates between the Trust and LaSalle National Bank, a national banking association, as indenture trustee (the “Class [ ] Certificates”), "Trustee") and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Class [ ] Certificates and the Class [ ] Certificates, the “Offered Certificates”), and $[ ] Class [ ] [ ]% Agency Security Pass-Through Certificates (the “Class [ ] Certificates” and, together with the Offered Certificates, the “Certificates”)as trust collateral agent. The Certificates are to be issued by GNMAG Asset Backed Securitization the Trust Series [ ] (the “Trust”) pursuant to a Trust Agreement, to be dated as of [ ] (the “Trust Agreement”)November 1, 1996, between the Depositor Seller and [ ] Bankers Trust (“[ ]”Delaware), a [ ], 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 “fully modified pass-through” mortgage-backed certificates issued retail installment sale contracts secured by new or used automobiles and serviced by Xxxxxx Xxx-approved issuers of Xxxxxx Xxx certificates light duty trucks (the “Agency Securities”"Initial Receivables") under the Xxxxxx Xxx I and/or the Xxxxxx Xxx XX program and certain monies due thereunder on or after [ ] October 31, 1996 (the “"Initial Cutoff Date”"). [The Additional retail installment sale contracts secured by new or used automobiles and light duty trucks (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust will provide for from the review Seller from time to time on or before the end of the Agency Securities for compliance 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 representations and warranties made about them in certain circumstances Note Insurance Policy, the "Insurance Policies"), each issued by Financial Security Assurance Inc., a monoline insurance corporation organized under an asset representations review agreement the laws of New York (the “Asset Representations Review Agreement”"Certificate Insurer"). In connection with the issuance of the Insurance Policies (i) to be entered into by the TrustCompanies, the SponsorTrust and the Certificate Insurer will execute and deliver an Insurance Agreement dated as of November 1, and [ ], as asset representations reviewer 1996 (the “Asset Representations Reviewer”"Insurance Agreement") and (ii) the Seller, the Underwriters and the Certificate Insurer will execute and deliver an Indemnification Agreement dated as of November 1, 1996 (the "Indemnification Agreement").]