Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 Class A-1 3.301% Asset Backed Notes, $375,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.05% Asset Backed Notes and $306,000,000 Class A-4 LIBOR + 0.08% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-B-M (the “Trust”) pursuant to an Indenture, to be dated as of May 25, 2005 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11, 2005, as amended and restated as of May 25, 2005, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25, 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 230,000,000 Class A-1 3.3013.50% Asset Backed Notes, $375,000,000 395,000,000 Class A-2 3.783.73% Asset Backed Notes, $430,000,000 525,000,000 Class A-3 4.05% Floating Rate Asset Backed Notes and $306,000,000 450,000,000 Class A-4 LIBOR + 0.085.01% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052001-B-M C (the “"Trust”") pursuant to an Indenture, to be dated as of May 25September 10, 2005 2001 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo The Chase Manhattan Bank, National Association (“Wxxxx Fargo”), a national New York banking associationcorporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11August 21, 20052001, as amended and restated as of May 25September 10, 2005, 2001 between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25September 10, 2005 2001 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25September 10, 2005 2001 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17September 10, 2005 2001 (the “Indemnification Agreement”) "INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and (iii) Servicing Agreement dated as of September 10, 2001 among the Trust, the Trustee Sponsor, as servicer, the Seller and The Chase Manhattan Bank, a New York banking corporation, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Note Insurer will execute and deliver a Spread Account Agreement Seller dated as of May 25September 10, 2005 2001 (the “Spread Account "PURCHASE AGREEMENT"), the Insurance Agreement”), the Indemnification Agreement and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on September 18, 2001 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 292,000,000 Class A-1 3.3011.81875% Asset Backed Notes, $375,000,000 140,000,000 Class A-2 3.78A-2-A 2.16% Asset Backed Notes, $430,000,000 267,000,000 Class A-3 4.05A-2-B LIBOR + 0.15% Asset Backed Notes, $100,000,000 Class A-3-A 2.97% Asset Backed Notes, $540,000,000 Class A-3-B LIBOR + 0.26% Asset Backed Notes, $160,000,000 Class A-4-A 3.67% Asset Backed Notes and $306,000,000 201,000,000 Class A-4 A-4-B LIBOR + 0.080.37% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052002-BE-M (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25October 18, 2005 2002 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo BankBank One, National Association NA (“Wxxxx Fargo”"BANK ONE"), a national banking association, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11September 12, 20052002, as amended and restated as of May 25October 18, 20052002, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"RECEIVABLES") and certain monies due thereunder on or after May 25October 18, 2005 2002 (the “Cutoff Date”"CUTOFF DATE"). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25October 18, 2005 2002 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17October 18, 2005 2002 (the “Indemnification Agreement”) "INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and (iii) Servicing Agreement dated as of October 18, 2002 among the Trust, the Trustee Sponsor, as servicer, the Seller and Bank One, NA, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Note Insurer will execute and deliver a Spread Account Agreement Seller dated as of May 25October 18, 2005 2002 (the “Spread Account "PURCHASE AGREEMENT"), the Insurance Agreement”), the Indemnification Agreement and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Deutsche Bank Securities Inc. is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on October 29, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 155,000,000 Class A-1 3.3015.32233% Asset Backed Notes, $375,000,000 320,000,000 Class A-2 3.785.34% Asset Backed Notes, $430,000,000 210,000,000 Class A-3 4.055.27% Asset Backed Notes, 186,800,000 Class A-4 LIBOR + 0.03% Floating Rate Asset Backed Notes, $35,190,000 Class B 5.35% Asset Backed Notes, $32,680,000 Class C 5.43% Asset Backed Notes and $306,000,000 35,190,0000 Class A-4 LIBOR + 0.08D 5.62% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Prime Automobile Receivables Trust 20052007-B-M 1 (the “Trust”) pursuant to an Indenture, to be dated as of May 2524, 2005 2007 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue $25,140,000 Class E Asset Backed Notes (the “Class E Notes”) pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes, the Class E Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 119, 20052007, as amended and restated as of May 2524, 20052007, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 2524, 2005 2007 (the “Cutoff Date”). The Notes Trust will have the benefit of a note insurance policy enter into an interest rate swap agreement with JPMorgan Chase Bank, National Association (the “Note Insurance PolicySwap Counterparty”)) on May 31, issued by MBIA Insurance Corporation, a New York stock insurance company 2007 (the “Note InsurerClosing Date”). In connection with ) to hedge the issuance of floating interest rate on the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 Class A-4 Notes (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Swap Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 204,000,000 Class A-1 3.3015.5048% Asset Backed Notes, $375,000,000 394,000,000 Class A-2 3.785.61% Asset Backed Notes, $430,000,000 412,000,000 Class A-3 4.055.56% Asset Backed Notes and $306,000,000 340,000,000 Class A-4 LIBOR + 0.085.64% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052006-BA-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25July 12, 2005 2006 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11July 6, 20052006, as amended and restated as of May 25July 12, 20052006, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25July 12, 2005 2006 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of May 25July 12, 2005 2006 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17July 11, 2005 2006 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25July 12, 2005 2006 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized may, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize the issuance and sale of $239,000,000 Class A-1 3.301% Asset Backed Notesone or more series (each, $375,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.05% Asset Backed Notes and $306,000,000 Class A-4 LIBOR + 0.08% a “Series”) of Asset Backed Notes (collectively, the “Notes”). The Each Series of Notes are to will be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 2005-B-M (the “Trust”) 200 - ,” pursuant to an Indenture, to be dated as of May 25, 2005 (the “Indenture”), indenture between the such Trust and Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture the trustee and trust collateral agent named therein (the “Trustee”) and as Trust Collateral Agent). In addition to the NotesNotes of each Series, the each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests interest in the Trust (the “Certificate”) (the Notes and the CertificateCertificate issued by a Trust, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11, 2005, as amended and restated as of May 25, 2005, between the Seller and Wilmington Trust Companythe entity named therein, as owner trustee (the “Owner Trustee”). The assets of the each Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on or after May 25the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, 2005 the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the “Cutoff Date”)Receivables will be serviced. The Notes will of one or more Series may have the benefit of a note insurance policy (the each, a “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of the each Note Insurance Policy (i) the Companies, the Trust related Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).and

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 164,000,000 Class A-1 3.3012.73% Asset Backed Notes, $375,000,000 258,000,000 Class A-2 3.783.22% Asset Backed Notes, $430,000,000 277,000,000 Class A-3 4.053.63% Asset Backed Notes and $306,000,000 201,000,000 Class A-4 LIBOR + 0.083.93% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-BA-M X (the “Trust”) pursuant to an Indenture, to be dated as of May 25January 27, 2005 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11January 6, 2005, as amended and restated as of May 25January 27, 2005, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25January 27, 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25January 27, 2005 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17January 27, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25January 27, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 222,000,000 Class A-1 3.3011.08% Asset Backed Notes, $375,000,000 203,000,000 Class A-2 3.781.49% Asset Backed Notes, $430,000,000 160,000,000 Class A-3 4.052.18% Asset Backed Notes and $306,000,000 165,000,000 Class A-4 LIBOR + 0.082.87% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052004-BA-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25February 4, 2005 2004 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral AgentAgent and Backup Servicer. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11January 15, 20052004, as amended and restated as of May 25February 4, 20052003, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25February 4, 2005 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25February 4, 2005 2004 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17February 4, 2005 2004 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 275,000,000 Class A-1 3.3015.3196% Asset Backed Notes, $375,000,000 435,000,000 Class A-2 3.785.31% Asset Backed Notes, $430,000,000 150,000,000 Class A-3 4.05A-3-A 5.16% Asset Backed Notes, $190,000,000 Class A-3-B LIBOR + 0.02% Floating Rate Asset Backed Notes and $306,000,000 450,000,000 Class A-4 LIBOR + 0.080.05% Floating Rate Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052007-B-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25April 11, 2005 2007 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11April 3, 20052007, as amended and restated as of May 25April 11, 20052007, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25April 11, 2005 2007 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). The Trust will enter into an interest rate swap agreement with Xxxxxx Brothers Special Financing Inc. (the “Swap Counterparty”) on April 19, 2007 (the “Closing Date”) to hedge the floating interest rate on the Class A-3-B Notes and the Class A-4 Notes (the “Swap Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of May 25April 11, 2005 2007 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17April 11, 2005 2007 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25April 11, 2005 2007 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 205,000,000 Class A-1 3.3011.90790% Asset Backed Notes, $375,000,000 318,000,000 Class A-2 3.782.71000% Asset Backed Notes, $430,000,000 325,000,000 Class A-3 4.053.78000% Asset Backed Notes and $306,000,000 257,000,000 Class A-4 LIBOR + 0.084.46000% Asset Backed Notes (collectively, the “"Underwritten Notes”"). Additionally, the Sponsor has authorized the issuance and sale of $35,000,000 aggregate principal amount of 2.71% 2002-B Class A-2 Notes and $60,000,000 aggregate principal amount of 4.46% 2002-B Class A-4 Notes (the "Note Purchase Agreement Notes") that will be sold directly to Xxxxxxx Xxxxx Bank USA pursuant to a Note Purchase Agreement dated as of May 30, 2002 (the Note Purchase Agreement Notes together with the Underwritten Notes, the "Notes"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052002-B-M B (the “"Trust”") pursuant to an Indenture, to be dated as of May 25June 4, 2005 2002 (the “"Indenture”"), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx Fargo”"JPMorgan Chase"), a national New York banking associationcorporation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of May 117, 20052002, as amended and restated as of May 25June 4, 20052002, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “"Owner Trustee”"). 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 May 25June 4, 2005 2002 (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”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25June 4, 2005 2002 (the “"Insurance Agreement”), ") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17June 4, 2005 2002 (the “"Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 161,000,000 Class A-1 3.3011.765% Asset Backed Notes, $375,000,000 228,000,000 Class A-2 3.782.39% Asset Backed Notes, $430,000,000 205,000,000 Class A-3 4.053.00% Asset Backed Notes and $306,000,000 206,000,000 Class A-4 LIBOR + 0.083.61% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052004-BC-M A (the “Trust”) pursuant to an Indenture, to be dated as of May 25August 23, 2005 2004 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11August 4, 20052004, as amended and restated as of May 25August 23, 20052004, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25August 23, 2005 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Ambac Assurance Corporation, a New York Wisconsin domiciled stock insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25August 23, 2005 2004 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17August 23, 2005 2004 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 448,000,000 Class A-1 3.3015.37% Asset Backed Notes, $375,000,000 552,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.055.42% Asset Backed Notes and $306,000,000 200,000,000 Class A-4 LIBOR + 0.08A-3 5.53% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052006-BR-M (the “Trust”) pursuant to an Indenture, to be dated as of May 2510, 2005 2006 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agenttrust collateral agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 111, 20052006, as amended and restated as of May 2510, 20052006, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 2510, 2005 2006 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, the Trustee and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 2510, 2005 2006 (the “Insurance Agreement”), (ii) the Seller, the Sponsor, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 179, 2005 2006 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 2510, 2005 2006 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 234,000,000 Class A-1 3.3012.39125% Asset Backed Notes, $375,000,000 610,000,000 Class A-2 3.78% Floating Rate Asset Backed Notes, $430,000,000 481,000,000 Class A-3 4.05% Floating Rate Asset Backed Notes and $306,000,000 475,000,000 Class A-4 LIBOR + 0.084.41% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052001-B-M D (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25October 17, 2005 2001 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo BankBank One, National Association (“Wxxxx Fargo”)NA, a national banking association, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11October 4, 20052001, as amended and restated as of May 25October 17, 2005, 2001 between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25October 17, 2005 2001 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25October 17, 2005 2001 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May October 17, 2005 2001 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”"INDEMNIFICATION AGREEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 245,000,000 Class A-1 3.3014.3436% Asset Backed Notes, $375,000,000 321,000,000 Class A-2 3.784.75% Asset Backed Notes, $430,000,000 595,000,000 Class A-3 4.054.87% Asset Backed Notes and $306,000,000 239,000,000 Class A-4 LIBOR + 0.085.02% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-BD-M A (the “"Trust”") pursuant to an Indenture, to be dated as of May 25November 9, 2005 (the “"Indenture”"), between the Trust and Wxxxx Fargo JPMorgan Chase Bank, National Association N.A. (“Wxxxx Fargo”"JPM Chase"), a national banking association, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of May 11October 25, 2005, as amended and restated as of May 25November 9, 2005, between the Seller and Wilmington Trust Company, as owner trustee (the “"Owner Trustee”"). 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 “"Receivables”") and certain monies due thereunder on or after May 25November 9, 2005 (the “"Cutoff Date”"). The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance Ambac Assurance Corporation, a New York Wisconsin domiciled stock insurance company corporation (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of May 25November 17, 2005 (the “"Insurance Agreement”"), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17November 9, 2005 (the “"Indemnification Agreement”") and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25November 9, 2005 (the “"Spread Account Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 93,000,000 Class A-1 3.3016.72% Asset Backed Notes, $375,000,000 210,000,000 Class A-2 3.786.69% Asset Backed Notes, $430,000,000 102,000,000 Class A-3 4.056.74% Asset Backed Notes and $306,000,000 195,000,000 Class A-4 LIBOR + 0.08% Floating Rate Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052000-B-M D (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25November 21, 2005 2000 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo The Chase Manhattan Bank, National Association (“Wxxxx Fargo”), a national New York banking associationcorporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11November 3, 20052000, as amended and restated as of May 25November 21, 2005, 2000 between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25November 21, 2005 2000 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25November 21, 2005 2000 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17November 21, 2005 2000 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”"INDEMNIFICATION AGREEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 145,000,000 Class A-1 3.3012.08% Asset Backed Notes, $375,000,000 236,000,000 Class A-2 3.782.53% Asset Backed Notes, $430,000,000 197,000,000 Class A-3 4.052.98% Asset Backed Notes and $306,000,000 172,000,000 Class A-4 LIBOR + 0.083.43% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052004-BD-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25October 26, 2005 2004 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx FargoJPM Chase”), a national New York banking associationcorporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11October 5, 20052004, as amended and restated as of May 25October 26, 20052004, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25October 26, 2005 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25October 26, 2005 2004 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17October 25, 2005 2004 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 273,000,000 Class A-1 3.3015.3180% Asset Backed Notes, $375,000,000 370,000,000 Class A-2 3.785.43% Asset Backed Notes, $430,000,000 175,000,000 Class A-3 4.05A-3-A 5.42% Asset Backed Notes, $271,000,000 Class A-3-B LIBOR + 0.03% Floating Rate Asset Backed Notes, $150,000,000 Class A-4-A 5.55% Asset Backed Notes and $306,000,000 261,000,000 Class A-4 A-4-B LIBOR + 0.08% Floating Rate Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052007-BC-M (the “Trust”) pursuant to an Indenture, to be dated as of May 25July 18, 2005 2007 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11July 6, 20052007, as amended and restated as of May 25July 18, 20052007, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25July 18, 2005 2007 (the “Cutoff Date”). The Notes will have the benefit of a note guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). The Trust will enter into an interest rate swap agreement with Credit Suisse International (the “Swap Counterparty”) on July 26, 2007 (the “Closing Date”) to hedge the floating interest rate on the Class A-3-B Notes and the Class A-4-B Notes (the “Swap Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, the Trustee and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25July 18, 2005 2007 (the “Insurance Agreement”), (ii) the Seller, the Sponsor, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May July 17, 2005 2007 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25July 18, 2005 2007 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 147,000,000 Class A-1 3.3011.29% Asset Backed Notes, $375,000,000 201,000,000 Class A-2 3.78A-2-A 1.55% Asset Backed Notes, $430,000,000 115,000,000 Class A-2-B LIBOR + 0.19% Asset Backed Notes, $119,000,000 Class A-3 4.052.11% Asset Backed Notes, $143,000,000 Class A-4-A 2.72% Asset Backed Notes and $306,000,000 100,000,000 Class A-4 A-4-B LIBOR + 0.080.38% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052003-B-M X (the “"Trust”") pursuant to an Indenture, to be dated as of May 2514, 2005 2003 (the “"Indenture”"), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx Fargo”"JPMorgan Chase"), a national New York banking associationcorporation, as indenture trustee (the “"Trustee”") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of May 112, 20052003, as amended and restated as of May 2514, 20052003, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “"Owner Trustee”"). 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 “"Receivables”") and certain monies due thereunder on or after May 2514, 2005 2003 (the “"Cutoff Date”"). The Notes will have the benefit of a note insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 2514, 2005 2003 (the “"Insurance Agreement”), ") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 1713, 2005 2003 (the “"Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 227,000,000 Class A-1 3.3011.12% Asset Backed Notes, $375,000,000 440,000,000 Class A-2 3.781.44% Asset Backed Notes, $430,000,000 75,000,000 Class A-3 4.05A-3-A 2.14% Asset Backed Notes, $104,000,000 Class A-3-B LIBOR + 0.22% Floating Rate Asset Backed Notes and $306,000,000 354,000,000 Class A-4 LIBOR + 0.082.84% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052003-BX-M X (the “Trust”) pursuant to an Indenture, to be dated as of May 25October 10, 2005 2003 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx FargoJPMorgan Chase”), a national New York banking associationcorporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11September 26, 20052003, as amended and restated as of May 25October 10, 20052003, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25October 10, 2005 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25October 10, 2005 2003 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17October 1, 2005 2003 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 235,000,000 Class A-1 3.3011.71250% Asset Backed Notes, $375,000,000 315,000,000 Class A-2 3.781.94% Asset Backed Notes, $430,000,000 480,000,000 Class A-3 4.05LIBOR + 0.18% Asset Backed Notes and $306,000,000 270,000,000 Class A-4 LIBOR + 0.083.55% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052002-B-M C (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25August 9, 2005 2002 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo BankBank One, National Association NA (“Wxxxx Fargo”"BANK ONE"), a national banking association, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11July 23, 20052002, as amended and restated as of May 25August 9, 20052002, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"RECEIVABLES") and certain monies due thereunder on or after May 25August 9, 2005 2002 (the “Cutoff Date”"CUTOFF DATE"). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25August 9, 2005 2002 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17August 9, 2005 2002 (the “Indemnification Agreement”) "INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and (iii) Servicing Agreement dated as of August 9, 2002 among the Trust, the Trustee Sponsor, as servicer, the Seller and JPMorgan Chase, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Note Insurer will execute and deliver a Spread Account Agreement Seller dated as of May 25August 9, 2005 2002 (the “Spread Account "PURCHASE AGREEMENT"), the Insurance Agreement”), the Indemnification Agreement and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on August 21, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 160,000,000 Class A-1 3.3012.6936% Asset Backed Notes, $375,000,000 100,000,000 Class A-2 3.78A-2-A 4.47% Asset Backed Notes, $430,000,000 139,000,000 Class A-2-B LIBOR + 1.75% Floating Rate Asset Backed Notes, $153,000,000 Class A-3 4.055.68% Asset Backed Notes and $306,000,000 198,000,000 Class A-4 LIBOR + 0.086.96% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052008-BA-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 2521, 2005 2008 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee and as trust collateral agent (the “Trustee”) and as Trust Collateral Agent). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11January 3, 20052008, as amended and restated as of May 2521, 20052008, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 2521, 2005 2008 (the “Cutoff Date”). The Notes will have the benefit of a note financial guaranty insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company (the “Note Insurer”). The Trust will enter into an interest rate hedge agreement through a cap transaction with Credit Suisse International (the “Hedge Counterparty”) on May 29, 2008 (the “Closing Date”) to hedge the floating interest rate on the Class A-2-B Notes (the “Hedge Agreement”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of May 2521, 2005 2008 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 1720, 2005 2008 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 2521, 2005 2008 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 217,000,000 Class A-1 3.3015.3146% Asset Backed Notes, $375,000,000 348,000,000 Class A-2 3.785.29% Asset Backed Notes, $430,000,000 248,000,000 Class A-3 4.055.19% Asset Backed Notes and $306,000,000 387,000,000 Class A-4 LIBOR + 0.080.04% Floating Rate Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052007-BA-M X (the “"Trust”") pursuant to an Indenture, to be dated as of May 25January 9, 2005 2007 (the “"Indenture”"), between the Trust and Wxxxx Fargo Bank, National Association (“"Wxxxx Fargo”"), a national banking association, as indenture trustee and as trust collateral agent (the “"Trustee”) and as Trust Collateral Agent"). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, dated as of May 11December 5, 20052006, as amended and restated as of May 25January 9, 20052007, between the Seller and Wilmington Trust Company, as owner trustee (the “"Owner Trustee”"). 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 “"Receivables”") and certain monies due thereunder on or after May 25January 9, 2005 2007 (the “"Cutoff Date”"). The Notes will have the benefit of a note financial guaranty insurance policy (the “"Note Insurance Policy”"), issued by MBIA Insurance CorporationXL Capital Assurance Inc., a New York stock insurance company (the “"Note Insurer”"). The Trust will enter into an interest rate swap agreement with Wachovia Bank, National Association (the "Swap Counterparty") on January 18, 2007 (the "Closing Date") to hedge the floating interest rate on the Class A-4 Notes (the "Swap Agreement"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust Trust, Wxxxx Fargo, as trustee, trust collateral agent and backup servicer, the Sponsor, as Custodian and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25January 9, 2005 2007 (the “"Insurance Agreement”"), (ii) the Seller, the Representative (as defined below) , the Sponsor and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17January 10, 2005 2007 (the “"Indemnification Agreement”") and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25January 9, 2005 2007 (the “"Spread Account Agreement”").. Back to Contents

Issuance and Sale of Notes. The Sponsor has authorized Company agrees that, on the issuance terms and sale subject to the conditions set forth herein, it may issue and sell through the Agents up to an aggregate principal amount of $239,000,000 Class A-1 3.30125,000,000 (the “Maximum Amount”) of the Company’s 7.00% Asset Backed Notes, $375,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.05% Asset Backed Senior Notes and $306,000,000 Class A-4 LIBOR + 0.08% Asset Backed Notes due 2028 (collectively, the “Notes”). The Notes are , from time to be issued by AmeriCredit Automobile Receivables Trust 2005-B-M time during the term of this Agreement (the “TrustPlacement Notes”) ). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the aggregate principal amount of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through the Agents will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued under an indenture dated as of November 21, 2017 (the “Base Indenture”), to be as supplemented by the Second Supplemental Indenture dated as of May 2530, 2005 2018 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Trust Company and Wxxxx Fargo Bank, U.S. Bank National Association (“Wxxxx Fargo”), a national banking associationAssociation, as indenture trustee (the “Trustee”) and ). The Securities will be issued to Cede & Co., as nominee of the Depository Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust Company (the “Certificate”) (the Notes and the Certificate, collectively, the “SecuritiesDTC”) pursuant to a Trust Agreement, dated as blanket letter of May 11, 2005, as amended and restated as of May 25, 2005, between representations delivered to DTC prior to the Seller and Wilmington Trust Company, as owner trustee date hereof (the “Owner TrusteeDTC Letter”). The assets of Indenture has been qualified under the Trust will initially include a pool Indenture Act of retail installment sale contracts secured by new or used automobiles1939, light duty trucks and vans as amended (the “Receivables”) and certain monies due thereunder on or after May 25, 2005 (the “Cutoff DateTrust Indenture Act”). The Notes will have Company has filed, in accordance with the benefit provisions of a note insurance policy the Securities Act of 1933, as amended (the “Note Insurance PolicySecurities Act”), issued by MBIA Insurance Corporation, a New York stock insurance company and the rules and regulations thereunder (the “Note InsurerSecurities Act Rules and Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Rules and Regulations”). In connection with The Company will, if necessary, prepare a prospectus supplement to the issuance prospectus included as part of such registration statement specifically relating to the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 Placement Notes (the “Insurance AgreementProspectus Supplement”). The Company will furnish to Ladenburg, (ii) for use by the SellerAgents, copies of the Representative prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated by reference therein, and deliver an Indemnification Agreement dated as any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of May 17, 2005 any document with the Commission incorporated by reference therein (the “Indemnification Incorporated Documents”). For purposes of this Agreement”) and (iii) , all references to the TrustRegistration Statement, the Trustee Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25Interactive Data Electronic Application system when used by the Commission (collectively, 2005 (the “Spread Account AgreementEXXXX”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 111,000,000 Class A-1 3.3011.755% Asset Backed Notes, $375,000,000 153,000,000 Class A-2 3.782.04% Asset Backed Notes, $430,000,000 194,000,000 Class A-3 4.052.72% Asset Backed Notes and $306,000,000 142,000,000 Class A-4 LIBOR + 0.083.40% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052002-B-M D (the “Trust”) pursuant to an Indenture, to be dated as of May 25September 5, 2005 2002 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx FargoJPMorgan Bank”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11August 20, 20052002, as amended and restated as of May 25September 5, 20052002, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25September 5, 2005 2002 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25September 5, 2005 2002 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17September 5, 2005 2002 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 250,000,000 Class A-1 3.3011.92% Asset Backed Notes, $375,000,000 225,000,000 Class A-2 3.78A-2-A 2.64% Asset Backed Notes, $430,000,000 225,000,000 Class A-2-B LIBOR + 0.14% Asset Backed Notes, $500,000,000 Class A-3 4.05LIBOR + 0.20% Asset Backed Notes and $306,000,000 400,000,000 Class A-4 LIBOR + 0.084.61% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052002-B-M A (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25February 21, 2005 2002 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx Fargo”"JPMORGAN CHASE"), a national New York banking associationcorporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11January 15, 20052002, as amended and restated as of May 25February 21, 20052002, between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25February 21, 2005 2002 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25February 21, 2005 2002 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17February 21, 2005 2002 (the “Indemnification Agreement”) "INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and (iii) Servicing Agreement dated as of February 21, 2002 among the Trust, the Trustee Sponsor, as servicer, the Seller and JPMorgan Chase, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Note Insurer will execute and deliver a Spread Account Agreement Seller dated as of May 25February 21, 2005 2002 (the “Spread Account "PURCHASE AGREEMENT"), the Insurance Agreement”), the Indemnification Agreement and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Credit Suisse First Boston Corporation is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on February 27, 2002 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor Seller has authorized the issuance and sale of $239,000,000 200,000,000 2.3825% Class A-1 3.301% Asset Backed Notes, $375,000,000 147,000,000 2.78% Class A-2 3.78% Asset Backed Notes, $430,000,000 290,000,000 3.68% Class A-3 4.05% Asset Backed Notes and $306,000,000 183,000,000 4.37% Class A-4 LIBOR + 0.08% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Household Automotive Trust 20052001-B-M 3 (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25October 9, 2005 2001, as supplemented by a Series Supplement (the “Indenture”)"INDENTURE") by and among HFC, between the Master Servicer, the Trust and Wxxxx Wells Fargo BankBank Minnesota, National Association (“Wxxxx Fargo”)Association, a national banking associationaxxxxxation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent"INDENTURE TRUSTEE"). In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust Certificates (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”"CERTIFICATES") pursuant to a Trust Agreement, dated as of May 11October 9, 20052001, among the Seller, U.S. Bank Trust National Association, a national banking association with its principal place of business in Illinois, as Owner Trustee (the "OWNER TRUSTEE") and U.S. Bank Trust National Association, a national banking association with its principal place of business in Delaware, as Delaware Trustee (the "DELAWARE TRUSTEE"), as amended and restated as of May 25October 9, 2005, between the Seller 2001 and Wilmington Trust Company, as owner trustee supplemented by a Series Supplement (the “Owner Trustee”"TRUST AGREEMENT"). The Notes and the Certificates are referred to herein collectively as the "SECURITIES." The assets of the Trust will initially include a pool of non-prime retail installment sale sales contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”"RECEIVABLES") and certain monies due thereunder on or after May 25the close of business on September 30, 2005 2001 (the “Cutoff Date”"CUT-OFF DATE"). As used herein, the term "SELLER AGREEMENTS" means the Master Sale and Servicing Agreement dated as of October 9, 2001 among the Trust, the Seller, the Master Servicer and Wells Fargo Bank Minnesota, National Association, as indenture trustee (xxx "MASTER SALE AND SERVICING AGREEMENT"), the Master Receivables Purchase Agreement dated as of December 1, 1998 and amended and restated as of March 29, 2001 between the Seller and HAFC, as such agreement may be further amended or supplemented from time to time (collectively, the "CSFB WAREHOUSE HAFC RECEIVABLES PURCHASE Agreement"), the Master Receivable Purchase Agreement dated as of March 29, 2001 between the Seller and Household Bank (the "CSFB WAREHOUSE HOUSEHOLD BANK RECEIVABLES PURCHASE AGREEMENT", and together with the CSFB Warehouse HAFC Receivables Purchase Agreement, the "CSFB WAREHOUSE RECEIVABLES PURCHASE AGREEMENTS"), the Master Receivables Purchase Agreement dated as of December 12, 2000 between the Seller and HAFC (the "CHASE WAREHOUSE RECEIVABLES PURCHASE AGREEMENT") and the Master Receivables Purchase Agreement dated as of October 9, 2001 between the Seller and HAFC (the "HAFC RECEIVABLES PURCHASE AGREEMENT", and together with the CSFB Warehouse Receivables Purchase Agreements and the Chase Warehouse Receivables Purchase Agreement, the "MASTER RECEIVABLES PURCHASE AGREEMENTS"), the Trust Agreement and this Underwriting Agreement (this "AGREEMENT"); the term "HAFC AGREEMENTS" means the Master Receivables Purchase Agreements, excluding the CSFB Warehouse Household Bank Receivables Purchase Agreement and this Agreement; the term "HFC AGREEMENTS" means the Master Sale and Servicing Agreement, the Indenture and this Agreement. HFC, the Seller, HAFC and Household Bank are direct or indirect subsidiaries of Household International, Inc. ("HOUSEHOLD"). HFC, the Seller, HAFC and Household Bank are collectively referred to herein as the "HOUSEHOLD ENTITIES"). The Notes will have are being purchased by the benefit Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”)this Agreement. In connection with the issuance Deutsche Banc Alex. Brown Inc. is acting as representative of the Note Insurance Policy (i) Underwriters and in such xxxxcity, is hereinafter referred to as the Companies"REPRESENTATIVE." The offering of the Notes will be made by the Underwriters, the Trust and the Note Insurer will execute Household Entities understand that the Underwriters propose to make a public offering of the Notes for settlement on October 24, 2001. None of the Certificates are being purchased by the Underwriters hereby. Defined terms used herein and deliver an Insurance Agreement not otherwise defined shall have their respective meanings as set forth in Section 2.01 of the Series Supplement, dated as of May 25October 9, 2005 (2001, among the “Insurance Agreement”)Master Servicer, (ii) the Trust, the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the TrustIndenture Trustee, the Owner Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 Delaware Trustee (the “Spread Account Agreement”"SERIES SUPPLEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 $ Class A-1 3.301% Asset Backed Notes, $375,000,000 $ Class A-2 3.78% Asset Backed Notes, $430,000,000 $ Class A-3 4.05% Asset Backed Notes and $306,000,000 $ [Class A-4 LIBOR + 0.08% Asset Backed Notes][Class B % Asset Backed Notes, $ Class C % Asset Backed Notes and $ Class D % Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-B-M 200 - (the “Trust”) pursuant to an Indenture, to be dated as of May 25, 2005 200_ (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association [Trustee] (“Wxxxx Fargo[Trustee]”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an [$ Class E Notes (the “Class E Notes”) issued pursuant to the Indenture and an] Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11, 2005200 , as amended and restated as of May 25, 2005200 , between the Seller and Wilmington Trust Company[Owner Trustee], as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25, 2005 200 (the “Cutoff Date”). [The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation[Note Insurer], a New York stock insurance company (the “Note Insurer”). .] [In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance and Indemnity Agreement dated as of May 25, 2005 200 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 200 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 200 (the “Spread Account Agreement”).]

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 247,000,000 Class A-1 3.3013.76% Asset Backed Notes, $375,000,000 765,000,000 Class A-2 3.78% Floating Rate Asset Backed Notes, $430,000,000 200,000,000 Class A-3 4.05% Floating Rate Asset Backed Notes and $306,000,000 638,000,000 Class A-4 LIBOR + 0.085.37% Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052001-B-M B (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25July 12, 2005 2001 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo BankBank One, National Association (“Wxxxx Fargo”)NA, a national banking associationcorporation, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11June 14, 20052001, as amended and restated as of May 25July 12, 2005, 2001 between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25July 12, 2005 2001 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25July 12, 2005 2001 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17July 12, 2005 2001 (the “Indemnification Agreement”) "INDEMNIFICATION AGREEMENT"). As used herein, the term "SPONSOR AGREEMENTS" means the Sale and (iii) Servicing Agreement dated as of July 12, 2001 among the Trust, the Trustee Sponsor, as servicer, the Seller and Bank One, NA, a national banking corporation, as trust collateral agent (the "SALE AND SERVICING AGREEMENT"), the Purchase Agreement between the Sponsor and the Note Insurer will execute and deliver a Spread Account Agreement Seller dated as of May 25July 12, 2005 2001 (the “Spread Account "PURCHASE AGREEMENT"), the Insurance Agreement”), the Indemnification Agreement and this Agreement; the term "SELLER AGREEMENTS" means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. Deutsche Banc Xxxx. Xxxxx Inc. is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "REPRESENTATIVE." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on July 19, 2001 as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

Issuance and Sale of Notes. The Sponsor has authorized -------------------------- the issuance and sale of $239,000,000 95,000,000 Class A-1 3.3015.80% Asset Backed Notes, $375,000,000 182,000,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.05% Floating Rate Asset Backed Notes and $306,000,000 123,000,000 Class A-4 LIBOR + 0.08A-3 6.24% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be ----- issued by AmeriCredit Automobile Receivables Trust 20051997-B-M D (the “"Trust”") pursuant ----- to an Indenture, to be dated as of May 25November 11, 2005 1997 (the “"Indenture”"), between --------- the Trust and Wxxxx Fargo Xxxxxx Trust and Savings Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee (the “"Trustee”") and as Trust Collateral Agenttrust collateral agent. In addition to ------- the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") ------------ ---------- pursuant to a Trust Agreement, to be dated as of May November 11, 2005, as amended and restated as of May 25, 20051997, between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “"Owner Trustee”"). ------------- 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 May 25November -------------------- 11, 2005 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”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline ---------------- insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). ------------ In connection with the issuance of the Note Insurance Policy (i) the Companies, CP Funding Corp. ("CP Funding"), the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25November 11, 2005 1997 (the “"Insurance Agreement”), ") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note -------------------- Insurer will execute and deliver an Indemnification Agreement dated as of May 17November 11, 2005 1997 (the “"Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”").. -------------------------

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 100,000,000 Class A-1 3.301LIBOR + 1.00% Asset Backed Notes, $375,000,000 202,000,000 Class A-2 3.78LIBOR + 4.00% Asset Backed Notes, $430,000,000 74,046,000 Class A-3 4.05% Asset Backed Notes and $306,000,000 Class A-4 LIBOR + 0.085.00% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052008-B-M 1 (the “Trust”) pursuant to an Indenture, to be dated as of May 25October 6, 2005 2008 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue $51,514,000 Class B Notes (the “Class B Notes”) and $72,440,000 Class C Notes (the “Class C Notes”) issued pursuant to the Indenture and an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes, the Class B and C Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May September 11, 20052008, as amended and restated as of May 25October 6, 20052008, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25October 6, 2005 2008 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25, 2005 (the “Insurance Agreement”), (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 182,000,000 Class A-1 3.3013.8445% Asset Backed Notes, $375,000,000 271,000,000 Class A-2 3.784.31% Asset Backed Notes, $430,000,000 356,000,000 Class A-3 4.054.47% Asset Backed Notes and $306,000,000 291,000,000 Class A-4 LIBOR + 0.084.63% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 2005-BC-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25August 17, 2005 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo Bank, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11August 9, 2005, as amended and restated as of May 25August 17, 2005, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25August 17, 2005 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25August 17, 2005 (the “Insurance Agreement”), and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May August 17, 2005 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 224,000,000 Class A-1 3.3011.06% Asset Backed Notes, $375,000,000 308,000,000 Class A-2 3.781.45% Asset Backed Notes, $430,000,000 147,000,000 Class A-3 4.052.07% Asset Backed Notes and $306,000,000 221,000,000 Class A-4 LIBOR + 0.082.67% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052004-B-M (the “Trust”) pursuant to an Indenture, to be dated as of May 25April 5, 2005 2004 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11March 17, 20052004, as amended and restated as of May 25April 5, 20052004, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25April 5, 2005 2004 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25April 5, 2005 2004 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17March 31, 2005 2004 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 188,000,000 Class A-1 3.3011.2975% Asset Backed Notes, $375,000,000 186,000,000 Class A-2 3.78A-2-A 1.67% Asset Backed Notes, $430,000,000 186,000,000 Class A-3 4.05A-2-B LIBOR + 0.27% Asset Backed Notes, $73,500,000 Class A-3-A 2.37% Asset Backed Notes, $73,500,000 Class A-3-B LIBOR + 0.37% Asset Backed Notes, $146,500,000 Class A-4-A 3.10% Asset Backed Notes and $306,000,000 146,500,000 Class A-4 A-4-B LIBOR + 0.080.47% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052003-BA-M (the “Trust”) pursuant to an Indenture, to be dated as of May 25April 10, 2005 2003 (the “Indenture”), between the Trust and Wxxxx Fargo Bank, National Association JPMorgan Chase Bank (“Wxxxx FargoJPMorgan Chase”), a national New York banking associationcorporation, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11January 23, 20052003, as amended and restated as of May 25April 10, 20052003, between the Seller and Wilmington Deutsche Bank Trust CompanyCompany Delaware, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25April 10, 2005 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance Corporation, a New York stock insurance company (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25April 10, 2005 2003 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17April 9, 2005 2003 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 68,000,000 Class A-1 3.3015.79% Asset Backed Notes, $375,000,000 96,250,000 Class A-2 3.78% Asset Backed Notes, $430,000,000 Class A-3 4.056.36% Asset Backed Notes and $306,000,000 85,750,000 Class A-4 LIBOR + 0.08A-3 6.67% Asset Backed Notes (collectively, the “"Notes”"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20051997-B-M B (the “"Trust”") pursuant to an Indenture, to be dated as of May 251, 2005 1997 (the “"Indenture”"), between the Trust and Wxxxx Fargo LaSalle National Bank, National Association (“Wxxxx Fargo”), a national banking association, as indenture trustee (the “"Trustee”") and as Trust Collateral Agenttrust collateral agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “"Certificate”") (the Notes and the Certificate, collectively, the “"Securities”") pursuant to a Trust Agreement, to be dated as of May 111, 2005, as amended and restated as of May 25, 20051997, between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “"Owner Trustee”"). 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 May 251, 2005 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”"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “"Note Insurer”"). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 251, 2005 1997 (the “"Insurance Agreement”), ") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 171, 2005 1997 (the “"Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 170,000,000 Class A-1 3.3016.732% Asset Backed Notes, $375,000,000 370,000,000 Class A-2 3.786.970% Asset Backed Notes, $430,000,000 262,000,000 Class A-3 4.057.050% Asset Backed Notes and $306,000,000 298,000,000 Class A-4 LIBOR + 0.08% Floating Rate Asset Backed Notes (collectively, the “Notes”"NOTES"). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052000-B-M C (the “Trust”"TRUST") pursuant to an Indenture, to be dated as of May 25August 17, 2005 2000 (the “Indenture”"INDENTURE"), between the Trust and Wxxxx Fargo BankBank One, National Association (“Wxxxx Fargo”)N.A., a national banking association, as indenture trustee (the “Trustee”"TRUSTEE") and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”"CERTIFICATE") (the Notes and the Certificate, collectively, the “Securities”"SECURITIES") pursuant to a Trust Agreement, dated as of May 11August 8, 20052000, as amended and restated as of May 25August 17, 2005, 2000 between the Seller and Wilmington Bankers Trust Company(Delaware), as owner trustee (the “Owner Trustee”"OWNER TRUSTEE"). 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 “Receivables”"INITIAL RECEIVABLES") and certain monies due thereunder on or after May 25August 17, 2005 2000 (the “Cutoff Date”"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”"NOTE INSURANCE POLICY"), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a monoline insurance corporation organized under the laws of New York stock insurance company (the “Note Insurer”"NOTE INSURER"). In connection with the issuance of the Note Insurance Policy (i) the Companies, CP Funding Corp. ("CP FUNDING"), the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25August 17, 2005 2000 (the “Insurance Agreement”), "INSURANCE AGREEMENT") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May August 17, 2005 2000 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”"INDEMNIFICATION AGREEMENT").

Issuance and Sale of Notes. The Sponsor has authorized the issuance and sale of $239,000,000 195,000,000 Class A-1 3.3011.12563% Asset Backed Notes, $375,000,000 326,000,000 Class A-2 3.781.74% Asset Backed Notes, $430,000,000 188,000,000 Class A-3 4.052.75% Asset Backed Notes and $306,000,000 206,000,000 Class A-4 LIBOR + 0.083.48% Asset Backed Notes (collectively, the “Notes”). The Notes are to be issued by AmeriCredit Automobile Receivables Trust 20052003-BC-M F (the “Trust”) pursuant to an Indenture, to be dated as of May 25September 10, 2005 2003 (the “Indenture”), between the Trust and Wxxxx Xxxxx Fargo BankBank Minnesota, National Association (“Wxxxx Xxxxx Fargo”), a national banking association, as indenture trustee (the “Trustee”) and as Trust Collateral Agent. In addition to the Notes, the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interests in the Trust (the “Certificate”) (the Notes and the Certificate, collectively, the “Securities”) pursuant to a Trust Agreement, dated as of May 11August 22, 20052003, as amended and restated as of May 25September 10, 20052003, between the Seller and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). 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 “Receivables”) and certain monies due thereunder on or after May 25September 10, 2005 2003 (the “Cutoff Date”). The Notes will have the benefit of a note insurance policy (the “Note Insurance Policy”), issued by MBIA Insurance CorporationFinancial Security Assurance Inc., a New York stock financial guaranty insurance company corporation (the “Note Insurer”). In connection with the issuance of the Note Insurance Policy (i) the Companies, the Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of May 25September 10, 2005 2003 (the “Insurance Agreement”), ) and (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement dated as of May 17September 3, 2005 2003 (the “Indemnification Agreement”) and (iii) the Trust, the Trustee and the Note Insurer will execute and deliver a Spread Account Agreement dated as of May 25, 2005 (the “Spread Account Agreement”).