<PAGE>

                                                                     EXHIBIT 4.3
                                                                  EXECUTION COPY




                               SALE AND SERVICING

                                    AGREEMENT



                                      among



                AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2001-1,

                                     Issuer,



                                AFS SENSUB CORP,

                                     Seller,



                      AMERICREDIT FINANCIAL SERVICES, INC.,

                                    Servicer



                                       and



                                  BANK ONE, NA,

                   Backup Servicer and Trust Collateral Agent



                           Dated as of April 18, 2001




------------------------------------------------------------------------------



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I Definitions........................................................1

      SECTION 1.1.   Definitions.............................................1
      SECTION 1.2.   Other Definitional Provisions..........................18

ARTICLE II Conveyance of Receivables........................................19

      SECTION 2.1.   Conveyance of Receivables..............................19
      SECTION 2.2.   [Reserved].............................................20
      SECTION 2.3.   Further Encumbrance of Trust Property..................20

ARTICLE III The Receivables.................................................20

      SECTION 3.1.   Representations and Warranties of Seller...............20
      SECTION 3.2.   Repurchase upon Breach.................................20
      SECTION 3.3.   Custody of Receivables Files...........................21

ARTICLE IV Administration and Servicing of Receivables......................22

      SECTION 4.1.   Duties of the Servicer.................................22
      SECTION 4.2.   Collection of Receivable Payments; Modifications
                     of Receivables; Lockbox Agreements.....................23
      SECTION 4.3.   Realization upon Receivables...........................25
      SECTION 4.4.   Insurance..............................................26
      SECTION 4.5.   Maintenance of Security Interests in Vehicles..........28
      SECTION 4.6.   Covenants, Representations, and Warranties of
                     Servicer...............................................29
      SECTION 4.7.   Purchase of Receivables Upon Breach of Covenant........29
      SECTION 4.8.   Total Servicing Fee; Payment of Certain Expenses
                     by Servicer............................................30
      SECTION 4.9.   Servicer's Certificate.................................30
      SECTION 4.10.  Annual Statement as to Compliance, Notice of
                     Servicer Termination Event.............................31
      SECTION 4.11.  Annual Independent Accountants' Report.................31
      SECTION 4.12.  Access to Certain Documentation and Information
                     Regarding Receivables..................................32
      SECTION 4.13.  Monthly Tape...........................................32
      SECTION 4.14.  [Reserved].............................................33
      SECTION 4.15.  Fidelity Bond and Errors and Omissions Policy..........33

ARTICLE V Trust Accounts; Distributions; Statements to Noteholders..........33

      SECTION 5.1.   Establishment of Trust Accounts........................33
      SECTION 5.2.   [Reserved].............................................35
      SECTION 5.3.   Certain Amounts to the Servicer........................35
      SECTION 5.4.   Application of Collections.............................35
      SECTION 5.5.   Draws under the Guaranty...............................36
      SECTION 5.6.   Additional Deposits....................................36


                                      -i-
<PAGE>

      SECTION 5.7.   Distributions..........................................36
      SECTION 5.8.   Reserve Account........................................40
      SECTION 5.9.   Statements to Noteholders..............................40

ARTICLE VI [Reserved].......................................................41


ARTICLE VII The Seller......................................................42

      SECTION 7.1.   Representations of Seller..............................42
      SECTION 7.2.   Corporate Existence....................................43
      SECTION 7.3.   Liability of Seller; Indemnities.......................44
      SECTION 7.4.   Merger or Consolidation of, or Assumption of the
                     Obligations of, Seller.................................45
      SECTION 7.5.   Limitation on Liability of Seller and Others...........45
      SECTION 7.6.   Ownership of the Certificates or Notes.................45

ARTICLE VIII The Servicer...................................................46

      SECTION 8.1.   Representations of Servicer............................46
      SECTION 8.2.   Liability of Servicer; Indemnities.....................47
      SECTION 8.3.   Merger or Consolidation of, or Assumption of the
                     Obligations of the Servicer or Backup Servicer.........49
      SECTION 8.4.   Limitation on Liability of Servicer, Backup
                     Servicer and Others....................................50
      SECTION 8.5.   Delegation of Duties...................................51
      SECTION 8.6.   Servicer and Backup Servicer Not to Resign.............51

ARTICLE IX Default..........................................................51

      SECTION 9.1.   Servicer Termination Event.............................51
      SECTION 9.2.   Consequences of a Servicer Termination Event...........53
      SECTION 9.3.   Appointment of Successor...............................53
      SECTION 9.4.   Notification to Noteholders............................54
      SECTION 9.5.   Waiver of Past Defaults................................54

ARTICLE X Termination.......................................................55

      SECTION 10.1.  Optional Purchase of All Receivables...................55

ARTICLE XI Administrative Duties of the Servicer............................55

      SECTION 11.1.  Administrative Duties..................................55
      SECTION 11.2.  Records................................................57
      SECTION 11.3.  Additional Information to be Furnished to the
                     Issuer.................................................58

ARTICLE XII Miscellaneous Provisions........................................58

      SECTION 12.1.  Amendment..............................................58
      SECTION 12.2.  Protection of Title to Trust...........................59
      SECTION 12.3.  Notices................................................60


                                      -ii-
<PAGE>

      SECTION 12.4.  Assignment.............................................61
      SECTION 12.5.  Limitations on Rights of Others........................61
      SECTION 12.6.  Severability...........................................61
      SECTION 12.7.  Separate Counterparts..................................61
      SECTION 12.8.  Headings...............................................61
      SECTION 12.9.  Governing Law..........................................61
      SECTION 12.10. Assignment to Trustee..................................62
      SECTION 12.11. Nonpetition Covenants..................................62
      SECTION 12.12. Limitation of Liability of Owner Trustee and
                     Trustee................................................62
      SECTION 12.13. Independence of the Servicer...........................63
      SECTION 12.14. No Joint Venture.......................................63


SCHEDULES

Schedule A  Schedules of Receivables
Schedule B  Representations and Warranties of the Seller
Schedule C  Servicing Policies and Procedures


EXHIBITS

Exhibit A   Form of Servicer's Certificate


<PAGE>

      SALE AND SERVICING AGREEMENT dated as of April 18, 2001, among AMERICREDIT
AUTOMOBILE RECEIVABLES TRUST 2001-1, a Delaware business trust (the "ISSUER"),
AFS SENSUB CORP., a Nevada corporation (the "SELLER"), and AMERICREDIT FINANCIAL
SERVICES, INC., a Delaware corporation (the "Servicer"), and BANK ONE, NA, a
national banking association, in its capacity as Backup Servicer and Trust
Collateral Agent.

      WHEREAS the Issuer desires to purchase a portfolio of receivables arising
in connection with motor vehicle retail installment sale contracts made by
AmeriCredit Financial Services, Inc. or acquired by AmeriCredit Financial
Services, Inc. through motor vehicle dealers and third party lenders;

      WHEREAS the Seller has purchased such receivables from AmeriCredit
Financial Services, Inc. and is willing to sell such receivables to the Issuer;

      WHEREAS the Servicer is willing to service all such receivables;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

      SECTION 1.1. DEFINITIONS. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:

      "Accelerated Principal Amount" for a Distribution Date will equal the
lesser of

            (x) the sum of (i) excess, if any, of the amount of the total
      Available Funds on such Distribution Date over the amounts payable on such
      Distribution Date pursuant to clauses (i) through (xix) of Section 5.7(a)
      hereof plus (ii) amounts, if any, released from the Reserve Account
      pursuant to Section 5.8(a)(iii)(B) hereof on such Distribution Date; and

            (y) the excess, if any, on such Distribution Date of (i) the Pro
      Forma Note Balance for such Distribution Date over (ii) the Required Pro
      Forma Note Balance for such Distribution Date.

      "Accountants' Report" means the report of a firm of nationally recognized
independent accountants described in Section 4.11.

      "Accounting Date" means, with respect to any Collection Period the last
day of such Collection Period.

      "Administrative Receivable" means, with respect to any Collection Period,
a Receivable which the Servicer is required to purchase pursuant to Section 4.7
or which the Servicer has elected to purchase pursuant to Section 4.4(c) on the
Determination Date with respect to such Collection Period.

<PAGE>

      "Affiliate" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

      "Aggregate Principal Balance" means, with respect to any date of
determination, the sum of the Principal Balances for all Receivables (other than
(i) any Receivable that became a Liquidated Receivable prior to the end of the
related Collection Period and (ii) any Receivable that became a Purchased
Receivable prior to the end of the related Collection Period) as of the date of
determination.

      "Aggregate Principal Parity Amount" means, with respect to any
Distribution Date, the sum of the Class A Principal Parity Amount, the Class B
Principal Parity Amount, the Class C Principal Parity Amount, the Class D
Principal Parity Amount and the Class E Principal Parity Amount on that
Distribution Date.

      "Agreement" means this Sale and Servicing Agreement, as the same may be
amended and supplemented from time to time.

      "AmeriCredit" means AmeriCredit Financial Services, Inc.

      "Amount Financed" means, with respect to a Receivable, the aggregate
amount advanced under such Receivable toward the purchase price of the Financed
Vehicle and any related costs, including amounts advanced in respect of
accessories, insurance premiums, service and warranty contracts, other items
customarily financed as part of retail automobile installment sale contracts or
promissory notes, and related costs.

      "Annual Percentage Rate" or "APR" of a Receivable means the annual
percentage rate of finance charges or service charges, as stated in the related
Contract.

      "Auto Loan Purchase and Sale Agreement" means any agreement between a
Third-Party Lender and AmeriCredit relating to the acquisition of Receivables
from a Third Party Lender by AmeriCredit.

      "Available Funds" means, with respect to any Distribution Date, the sum of
(i) the Collected Funds for the related Collection Period, (ii) all Purchase
Amounts deposited in the Collection Account during the related Collection
Period, plus Investment Earnings with respect to the Trust Accounts for the
related Collection Period, (iii) following the acceleration of the Notes
pursuant to Section 5.2 of the Indenture, the amount of money or property
collected pursuant to Section 5.3 of the Indenture since the preceding
Distribution Date by the Trust Collateral Agent or the Majority Noteholders for
distribution pursuant to Section 5.6 and Section 5.8 of the Indenture and (iv)
the proceeds of any purchase or sale of the assets of the Trust described in
Section 10.1.

      "Backup Servicer" means Bank One, NA.


                                       2
<PAGE>

      "Base Servicing Fee" means, with respect to any Collection Period, the fee
payable to the Servicer for services rendered during such Collection Period,
which shall be equal to one-twelfth of the Servicing Fee Rate multiplied by the
Pool Balance as of the opening of business on the first day of such Collection
Period.

      "Basic Documents" means this Agreement, the Certificate of Trust, the
Trust Agreement, the Indenture and other documents and certificates delivered in
connection therewith.

      "Business Day" means a day other than a Saturday, a Sunday or other day on
which commercial banks located in the states of Delaware, Texas, Ohio or New
York are authorized or obligated to be closed.

      "Calculation Date" means the close of business on the last day of each
Collection Period.

      "Calendar Quarter" means the three-month period ending on the last day of
March, June, September or December.

      "Certificate" means the trust certificate evidencing the beneficial
interest of the Certificateholder in the Trust.

      "Certificateholder" means the Person in whose name the Certificate is
registered.

      "Class" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E
Notes, as the context requires.

      "Class A Principal Parity Amount" means, with respect to any Distribution
Date, the lesser of (I) the excess, if any, of (x) the aggregate remaining
principal balance of the Class A Notes immediately prior to such Distribution
Date over (y) the Pool Balance as of the end of the immediately preceding
Collection Period and (II) the amount of Total Available Funds remaining on
deposit in the Collection Account after the funding of the items described in
clauses (i) through (iii) of Section 5.7(a) on such Distribution Date.

      "Class A-1 Notes" has the meaning assigned to such term in the Indenture.

      "Class A-2 Notes" has the meaning assigned to such term in the Indenture.

      "Class A-3 Notes" has the meaning assigned to such term in the Indenture.

      "Class B Notes" has the meaning assigned to such term in the Indenture.

      "Class B Principal Parity Amount" means, with respect to any Distribution
Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the
aggregate remaining principal balance of the Class A Notes and of the Class B
Notes, in each case immediately prior to such Distribution Date over (y) the
Pool Balance as of the end of the immediately preceding Collection Period over
(B) the Class A Principal Parity Amount for such Distribution Date and (II) the
amount of Total Available Funds remaining on deposit in the Collection Account
after the funding of the items described in clauses (i) through (vi) of Section
5.7(a) on such Distribution Date.


                                       3
<PAGE>

      "Class C Notes" has the meaning assigned to such term in the Indenture.

      "Class C Principal Parity Amount" means, with respect to any Distribution
Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the
aggregate remaining principal balance of the Class A Notes, of the Class B Notes
and of the Class C Notes, in each case immediately prior to such Distribution
Date over (y) the Pool Balance as of the end of the immediately preceding
Collection Period over (B) the sum of the Class A Principal Parity Amount and
the Class B Principal Parity Amount for such Distribution Date and (II) the
amount of Total Available Funds remaining on deposit in the Collection Account
after the funding of the items described in clauses (i) through (ix) of Section
5.7(a) on such Distribution Date.

      "Class D Notes" has the meaning assigned to such term in the Indenture.

      "Class D Principal Parity Amount" means, with respect to any Distribution
Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the
aggregate remaining principal balance of the Class A Notes, of the Class B
Notes, of the Class C Notes and of the Class D Notes, in each case immediately
prior to such Distribution Date over (y) the Pool Balance as of the end of the
immediately preceding Collection Period over (B) the sum of the Class A
Principal Parity Amount, the Class B Principal Parity Amount and the Class C
Parity Amount for such Distribution Date and (II) the amount of Total Available
Funds remaining on deposit in the Collection Account after the funding of the
items described in clauses (i) through (xii) of Section 5.7(a) on such
Distribution Date.

      "Class E Notes" has the meaning assigned to such term in the Indenture.

      "Class E Principal Parity Amount" means, with respect to any Distribution
Date, the lesser of (I) the excess of (A) the excess, if any, of (x) the
aggregate remaining principal balance of the Class A Notes, of the Class B
Notes, of the Class C Notes, of the Class D Notes and of the Class E Notes, in
each case immediately prior to such Distribution Date over (y) the Pool Balance
as of the end of the immediately preceding Collection Period over (B) the sum of
the Class A Principal Parity Amount, the Class B Principal Parity Amount, the
Class C Principal Parity Amount and the Class D Principal Parity Amount for such
Distribution Date and (II) the amount of Total Available Funds remaining on
deposit in the Collection Account after the funding of the items described in
clauses (i) through (xv) of Section 5.7(a) on such Distribution Date.

      "Closing Date" means April 25, 2001.

      "Collateral Insurance" shall have the meaning set forth in Section 4.4(a).

      "Collected Funds" means, with respect to any Collection Period, the amount
of funds in the Collection Account representing collections on the Receivables
during such Collection Period, including all Net Liquidation Proceeds collected
during such Collection Period (but excluding any Purchase Amounts).

      "Collection Account" means the account designated as such, established and
maintained pursuant to Section 5.1.


                                       4
<PAGE>

      "Collection Period" means, with respect to the first Distribution Date,
the period beginning on the close of business on April 18, 2001 and ending on
the close of business on May 31, 2001. With respect to each subsequent
Distribution Date, "Collection Period" means the period beginning on the close
of business on the last day of the immediately preceding Collection Period and
ending on the close of business on the last day of the immediately preceding
calendar month. Any amount stated "as of the close of business of the last day
of a Collection Period" shall give effect to the following calculations as
determined as of the end of the day on such last day: (i) all applications of
collections and (ii) all distributions.

      "Collection Records" means all manually prepared or computer generated
records relating to collection efforts or payment histories with respect to the
Receivables.

      "Computer Tape" means the computer tapes or other electronic media
furnished by AFS SenSub Corp. to the Issuer and its assigns describing certain
characteristics of the Receivables as of the Cutoff Date.

      "Contract" means a motor vehicle retail installment sale contract or
installment loan contract executed by an Obligor in respect of a Financed
Vehicle, as the same may be amended, supplemented or otherwise modified and in
effect from time to time.

      "Corporate Trust Office" means (i) with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee, which at the time of
execution of this agreement is E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19801, Attention:
Corp. Trust Dept., and (ii) with respect to the Trustee, the Backup Servicer and
the Trust Collateral Agent, the principal office thereof at which at any
particular time its corporate trust business shall be administered, which at the
time of execution of this agreement is 100 East Broad Street, 8th Floor,
Columbus, Ohio 43215, Attention: Global Corporate Trust Services.

      "Cram Down Loss" means, with respect to a Receivable, if a court of
appropriate jurisdiction in a proceeding related to an Insolvency Event shall
have issued an order reducing the amount owed on a Receivable or otherwise
modifying or restructuring the Scheduled Receivables Payments to be made on a
Receivable, an amount equal to (i) the excess of the principal balance of such
Receivable immediately prior to such order over the principal balance of such
Receivable as so reduced and/or (ii) if such court shall have issued an order
reducing the effective rate of interest on such Receivable, the excess of the
principal balance of such Receivable immediately prior to such order over the
net present value (using as the discount rate the higher of the APR on such
Receivable or the rate of interest, if any, specified by the court in such
order) of the Scheduled Receivables Payments as so modified or restructured. A
"Cram Down Loss" shall be deemed to have occurred on the date of issuance of
such order.

      "Custodian" means AmeriCredit and any other Person named from time to time
as custodian in any Custodian Agreement acting as agent for the Trust Collateral
Agent.

      "Custodian Agreement" means any Custodian Agreement from time to time in
effect between the Custodian named therein and the Trust Collateral Agent, as
the same may be


                                       5
<PAGE>

amended, supplemented or otherwise modified from time to time in accordance with
the terms thereof.

      "Cutoff Date" means April 18, 2001.

      "Dealer" means a dealer who sold a Financed Vehicle and who originated and
assigned the respective Receivable to AmeriCredit under a Dealer Agreement or
pursuant to a Dealer Assignment.

      "Dealer Agreement" means any agreement between a Dealer and AmeriCredit
relating to the acquisition of Receivables from a Dealer by AmeriCredit.

      "Dealer Assignment" means, with respect to a Receivable, the executed
assignment executed by a Dealer conveying such Receivable to AmeriCredit.

      "Dealer Underwriting Guide" means the underwriting manual used by
AmeriCredit in the purchase of Receivables as amended from time to time.

      "Delivery" when used with respect to Trust Account Property means:

      (a)   with respect to bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-105(1)(i) of the UCC and are susceptible of
physical delivery, transfer thereof to the Trust Collateral Agent or its nominee
or custodian by physical delivery to the Trust Collateral Agent or its nominee
or custodian endorsed to, or registered in the name of, the Trust Collateral
Agent or its nominee or custodian or endorsed in blank, and, with respect to a
certificated security (as defined in Section 8-102 of the UCC), transfer thereof
(i) by delivery of such certificated security endorsed to, or registered in the
name of, the Trust Collateral Agent or its nominee or custodian or endorsed in
blank to a financial intermediary (as defined in Section 8-313 of the UCC) and
the making by such financial intermediary of entries on its books and records
identifying such certificated securities as belonging to the Trust Collateral
Agent or its nominee or custodian and the sending by such financial intermediary
of a confirmation of the purchase of such certificated security by the Trust
Collateral Agent or its nominee or custodian, or (ii) by delivery thereof to a
"clearing corporation" (as defined in Section 8-102(3) of the UCC) and the
making by such clearing corporation of appropriate entries on its books reducing
the appropriate securities account of the transferor and increasing the
appropriate securities account of a financial intermediary by the amount of such
certificated security, the identification by the clearing corporation of the
certificated securities for the sole and exclusive account of the financial
intermediary, the maintenance of such certificated securities by such clearing
corporation or a "custodian bank" (as defined in Section 8-102(4) of the UCC) or
the nominee of either subject to the clearing corporation's exclusive control,
the sending of a confirmation by the financial intermediary of the purchase by
the Trust Collateral Agent or its nominee or custodian of such securities and
the making by such financial intermediary of entries on its books and records
identifying such certificated securities as belonging to the Trust Collateral
Agent or its nominee or custodian (all of the foregoing, "Physical Property"),
and, in any event, any such Physical Property in registered form shall be in the
name of the Trust Collateral Agent or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to


                                       6
<PAGE>


effect the complete transfer of ownership of any such Trust Account Property to
the Trust Collateral Agent or its nominee or custodian, consistent with changes
in applicable law or regulations or the interpretation thereof;

      (b)   with respect to any security issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to federal book-entry regulations, the following procedures, all
in accordance with applicable law, including applicable Federal regulations and
Articles 8 and 9 of the UCC: book-entry registration of such Trust Account
Property to an appropriate book-entry account maintained with a Federal Reserve
Bank by a financial intermediary which is also a "depository" pursuant to
applicable Federal regulations and issuance by such financial intermediary of a
deposit advice or other written confirmation of such book-entry registration to
the Trust Collateral Agent or its nominee or custodian of the purchase by the
Trust Collateral Agent or its nominee or custodian of such book-entry
securities; the making by such financial intermediary of entries in its books
and records identifying such book-entry security held through the Federal
Reserve System pursuant to Federal book-entry regulations as belonging to the
Trust Collateral Agent or its nominee or custodian and indicating that such
custodian holds such Trust Account Property solely as agent for the Trust
Collateral Agent or its nominee or custodian; and such additional or alternative
procedures as may hereafter become appropriate to effect complete transfer of
ownership of any such Trust Account Property to the Trust Collateral Agent or
its nominee or custodian, consistent with changes in applicable law or
regulations or the interpretation thereof; and

      (c)   with respect to any item of Trust Account Property that is an
uncertificated security under Article 8 of the UCC and that is not governed by
clause (b) above, registration on the books and records of the issuer thereof in
the name of the financial intermediary, the sending of a confirmation by the
financial intermediary of the purchase by the Trust Collateral Agent or its
nominee or custodian of such uncertificated security, the making by such
financial intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Trust Collateral Agent or its
nominee or custodian.

      "Depositor" shall mean the Seller in its capacity as Depositor under the
Trust Agreement.

      "Determination Date" means, with respect to any Distribution Date, the
Business Day immediately preceding such Distribution Date.

      "Distribution Date" means, with respect to each Collection Period, the
sixth day of the following calendar month, or, if such day is not a Business
Day, the immediately following Business Day, commencing June 6, 2001.

      "Electronic Ledger" means the electronic master record of the retail
installment sales contracts or installment loans of the Servicer.

      "Eligible Deposit Account" means a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so


                                       7
<PAGE>

long as any of the securities of such depository institution have a credit
rating from each Rating Agency in one of its generic rating categories which
signifies investment grade.

      "Eligible Investments" mean book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which
evidence:

      (a) direct obligations of, and obligations fully guaranteed as to timely
payment by, the United States of America;

      (b) demand deposits, time deposits or certificates of deposit of any
depository institution or trust company incorporated under the laws of the
United States of America or any state thereof or the District of Columbia (or
any domestic branch of a foreign bank) and subject to supervision and
examination by federal or state banking or depository institution authorities
(including depository receipts issued by any such institution or trust company
as custodian with respect to any obligation referred to in clause (a) above or
portion of such obligation for the benefit of the holders of such depository
receipts); PROVIDED, HOWEVER, that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time
funds are reinvested following each Distribution Date), the commercial paper or
other short-term senior unsecured debt obligations (other than such obligations
the rating of which is based on the credit of a Person other than such
depository institution or trust company) of such depository institution or trust
company shall have a credit rating from Standard & Poor's of A-1 and from
Moody's of P-1;

      (c) commercial paper and demand notes investing solely in commercial paper
having, at the time of the investment or contractual commitment to invest
therein, a rating from Standard & Poor's of A-1 and from Moody's of P-1;

      (d) investments in money market funds (including funds for which the Trust
Collateral Agent or the Owner Trustee in each of their individual capacities or
any of their respective Affiliates is investment manager, controlling party or
advisor) having a rating from Standard & Poor's of AAA-m or AAAm-G and from
Moody's of Aaa;

      (e) bankers' acceptances issued by any depository institution or trust
company referred to in clause (b) above;

      (f) repurchase obligations with respect to any security that is a direct
obligation of, or fully guaranteed by, the United States of America or any
agency or instrumentality thereof the obligations of which are backed by the
full faith and credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as principal)
referred to in clause (b) above;

      (g) any other investment which would satisfy the Rating Agency Condition
and is consistent with the ratings of the Securities or any other investment
that by its terms converts to cash within a finite period, if the Rating Agency
Condition is satisfied with respect thereto; and

      (h) cash denominated in United States dollars.


                                       8
<PAGE>

      Any of the foregoing Eligible Investments may be purchased by or through
the Owner Trustee or the Trust Collateral Agent or any of their respective
Affiliates.

      "FDIC" means the Federal Deposit Insurance Corporation.

      "Final Scheduled Distribution Date" means with respect to (i) the Class
A-1 Notes, the May 2002 Distribution Date, (ii) the Class A-2 Notes, the July
2004 Distribution Date, (iii) the Class A-3 Notes, the November 2005
Distribution Date, (iv) the Class B Notes, the May 2006 Distribution Date, (v)
the Class C Notes, the August 2006 Distribution Date, (vi) the Class D Notes,
the July 2007 Distribution Date and (vii) the Class E Notes, the February 2008
Distribution Date.

      "Financed Vehicle" means an automobile or light-duty truck van or minivan,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.

      "Fitch" means Fitch, Inc., or its successor.

      "Force-Placed Insurance" has the meaning ascribed thereto in Section 4.4
hereof.

      "Guarantor" means AmeriCredit Corp., a Texas corporation.

      "Guaranty" means the guaranty, dated as of April 25, 2001, issued by the
Guarantor and guaranteeing certain payments with respect to the Class E Notes,
as described therein.

      "Guaranty Claim Amount" means with respect to any Determination Date,
after taking into account the application on the related Distribution Date of
the Total Available Funds for such Distribution Date, an amount equal to any
shortfall in the payment of the full amounts described (i) in clauses (xv) and
(xvii) of Section 5.7(a) hereof that would be received by the Holders of the
Class E Notes on such Distribution Date and (ii) in clause (xvi) of Section
5.7(a) hereof, but only to the extent that the amount so described in such
clause (xvi) does not exceed the then-aggregate remaining principal balance of
the Class E Notes. Amounts available as "Guaranty Claim Amounts" are not part of
"Total Available Funds".

      "Indenture" means the Indenture dated as of April 18, 2001, among the
Issuer and Bank One, NA, as Trust Collateral Agent and Trustee, as the same may
be amended and supplemented from time to time.

      "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a petition against such Person or the entry of a decree or order for
relief by a court having jurisdiction in the premises in respect of such Person
or any substantial part of its property in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator, or similar official for such Person or for any
substantial part of its property, or ordering the winding-up or liquidation or
such Person's affairs, and such petition, decree or order shall remain unstayed
and in effect for a period of 60 consecutive days; or (b) the commencement by
such Person of a voluntary case under any applicable federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or the
consent by such Person to the entry of an order for relief in an involuntary
case under any such law, or the consent by such Person to the


                                       9
<PAGE>

appointment of or taking possession by, a receiver, liquidator, assignee,
custodian, trustee, sequestrator, or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally
to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.

      "Insurance Add-On Amount" means the premium charged to the Obligor in the
event that the Servicer obtains Force-Placed Insurance pursuant to Section 4.4.

      "Insurance Policy" means, with respect to a Receivable, any insurance
policy (including the insurance policies described in Section 4.4 hereof)
benefiting the holder of the Receivable providing loss or physical damage,
credit life, credit disability, theft, mechanical breakdown or similar coverage
with respect to the Financed Vehicle or the Obligor.

      "Interest Period" means, with respect to any Distribution Date, the period
from and including the most recent Distribution Date on which interest has been
paid (or in the case of the first Distribution Date, from and including the
Closing Date) to, but excluding, the following Distribution Date. In the case of
the first Distribution Date, the Interest Period shall be 42 days.

      "Interest Rate" means, with respect to (i) the Class A-1 Notes, 4.8075%
per annum (computed on the basis of a 360-day year and the actual number of days
elapsed in the applicable Interest Period), (ii) the Class A-2 Notes, 4.63% per
annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), (iii) the Class A-3 Notes, 5.13% per annum (computed on the basis of a
360-day year consisting of twelve 30-day months), (iv) the Class B Notes, 5.81%
per annum (computed on the basis of a 360-day year consisting of twelve 30-day
months), (v) the Class C Notes, 6.35% per annum (computed on the basis of a
360-day year consisting of twelve 30-day months), (vi) the Class D Notes, 6.98%
per annum (computed on the basis of a 360-day year consisting of twelve 30-day
months) and (vii) the Class E Notes, 9.29% per annum (computed on the basis of a
360-day year consisting of twelve 30-day months).

      "Investment Earnings" means, with respect to any date of determination and
Trust Account, the investment earnings on amounts on deposit in such Trust
Account on such date.

      "Issur" means AmeriCredit Automobile Receivables Trust 2001-1.

      "Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable by operation of law as a result of any
act or omission by the related Obligor.

      "Lien Certificate" means, with respect to a Financed Vehicle, an original
certificate of title, certificate of lien or other notification issued by the
Registrar of Titles of the applicable state to a secured party which indicates
that the lien of the secured party on the Financed Vehicle is recorded on the
original certificate of title. In any jurisdiction in which the original
certificate of title is required to be given to the Obligor, the term "Lien
Certificate" shall mean only a certificate or notification issued to a secured
party.

      "Liquidated Receivable" means, with respect to any Collection Period, a
Receivable as to which (i) 90 days have elapsed since the Servicer repossessed
the Financed Vehicle; PROVIDED,


                                       10
<PAGE>

HOWEVER, that in no case shall 5% or more of a Scheduled Receivable Payment have
become 210 or more days delinquent in the case of a repossessed Financed
Vehicle, (ii) the Servicer has determined in good faith that all amounts it
expects to recover have been received, or (iii) 5% or more of a Scheduled
Receivables Payment shall have become 120 or more days delinquent, except in the
case of a repossessed Financed Vehicle.

      "Lockbox Account" means an account maintained on behalf of the Trust
Collateral Agent by the Lockbox Bank pursuant to Section 4.2(d).

      "Lockbox Agreement" means the Tri-Party Remittance Processing Agreement,
dated as of April 18, 2001, by and among AmeriCredit, Bank One, Arizona, NA and
the Trust Collateral Agent, as such agreement may be amended or supplemented
from time to time, unless the Trust Collateral Agent shall cease to be a party
thereunder, or such agreement shall be terminated in accordance with its terms,
in which event "Lockbox Agreement" shall mean any replacement agreement therefor
among the Servicer, the Trust Collateral Agent and the Lockbox Bank.

      "Lockbox Bank" means a depository institution named by the Servicer.

      "Majority Noteholders" means the Holders of Notes representing a majority
of the principal balance of the most senior Class of Notes then outstanding.

      "Matured Principal Shortfall" means, with respect to any Distribution Date
and for any Class of Notes which would have a remaining principal balance
greater than zero on such Distribution Date, after taking into account the
payment of all other principal amounts to such Class on such Distribution Date,
and as to which such Distribution Date is either the Final Scheduled
Distribution Date for such Class, or a Distribution Date subsequent to such
Final Scheduled Distribution Date, the remaining principal balance of such Class
on such Distribution Date, after taking into account the payment of all other
principal amounts to such Class on such Distribution Date.

      "Monthly Records" means all records and data maintained by the Servicer
with respect to the Receivables, including the following with respect to each
Receivable: the account number; the originating Dealer; Obligor name; Obligor
address; Obligor home phone number; Obligor business phone number; original
Principal Balance; original term; Annual Percentage Rate; current Principal
Balance; current remaining term; origination date; first payment date; final
scheduled payment date; next payment due date; date of most recent payment;
new/used classification; collateral description; days currently delinquent;
number of contract extensions (months) to date; amount of Scheduled Receivables
Payment; current Insurance Policy expiration date; and past due late charges.

      "Moody's" means Moody's Investors Service, Inc., or its successor.

      "Net Liquidation Proceeds" means, with respect to a Liquidated Receivable,
all amounts realized with respect to such Receivable (other than amounts
withdrawn from the Reserve Account and drawings under the Guaranty) net of (i)
reasonable expenses incurred by the Servicer in connection with the collection
of such Receivable and the repossession and disposition of the Financed Vehicle
and (ii) amounts that are required to be refunded to the


                                       11
<PAGE>

Obligor on such Receivable; PROVIDED, HOWEVER, that the Liquidation Proceeds
with respect to any Receivable shall in no event be less than zero.

      "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.1.

      "Note Majority" means a majority by principal amount of the Noteholders.

      "Note Pool Factor" for each Class of Notes as of the close of business on
any date of determination means a seven-digit decimal figure equal to the
outstanding principal amount of such Class of Notes divided by the original
outstanding principal amount of such Class of Notes.

      "Noteholders' Distributable Amount" means, with respect to any
Distribution Date, the sum of the Noteholders' Principal Distributable Amount
and the Noteholders' Interest Distributable Amount.

      "Noteholders' Interest Carryover Amount" means, with respect to any Class
of Notes and any date of determination, all or any portion of the Noteholders'
Monthly Interest Distributable Amount for the immediately preceding Distribution
Date and any outstanding Noteholders' Interest Carryover Amount on such
immediately preceding Distribution Date, which remains unpaid as of such date of
determination, plus interest on such unpaid amount, to the extent permitted by
law, at the respective Interest Rate borne by each Class of Notes from such
immediately preceding Distribution Date to but excluding such date of
determination.

      "Noteholders' Interest Distributable Amount" means, with respect to any
Distribution Date and Class of Notes, the sum of the Noteholders' Monthly
Interest Distributable Amount for such Distribution Date and such Class and the
Noteholders' Interest Carryover Amount, if any for such Distribution Date and
such Class. Interest on the Class A-1 Notes shall be computed on the basis of a
360-day year and the actual number of days elapsed in the applicable Interest
Period; interest on all other Classes of Notes shall be computed on the basis of
a 360-day year of twelve 30-day months.

      "Noteholders' Monthly Interest Distributable Amount" means, with respect
to any Distribution Date and any Class of Notes, interest accrued during the
applicable Interest Period on the principal amount of the Notes of such Class
outstanding as of the end of the prior Distribution Date (or, in the case of the
first Distribution Date, as of the Closing Date), calculated (x) for the Class
A-1 Notes on the basis of a 360-day year and the actual number of days elapsed
in the applicable Interest Period and (y) for all other Classes of Notes on the
basis of a 360-day year of twelve 30-day months.

      "Noteholders' Monthly Principal Distributable Amount" means, with respect
to any Distribution Date, the Noteholders' Percentage of the Principal
Distributable Amount.

      "Noteholders' Principal Carryover Amount" means, as of any date of
determination, all or any portion of the Noteholders' Monthly Principal
Distributable Amount and any outstanding Noteholders' Principal Carryover Amount
from the preceding Distribution Date which remains unpaid as of such date of
determination.


                                       12
<PAGE>

      "Noteholders' Principal Distributable Amount" means, with respect to any
Distribution Date, (other than the Final Scheduled Distribution Date for any
Class of Notes), the sum of the Noteholders' Monthly Principal Distributable
Amount for such Distribution Date and the Noteholders' Principal Carryover
Amount, if any, as of the close of the preceding Distribution Date. The
Noteholders' Principal Distributable Amount on the Final Scheduled Distribution
Date for any Class of Notes will equal the sum of (i) the Noteholders' Monthly
Principal Distributable Amount for such Distribution Date, (ii) the Noteholders'
Principal Carryover Amount as of the such Distribution Date, and (iii) the
excess of the outstanding principal amount of such Class of Notes, if any, over
the amounts described in clauses (i) and (ii).

      "Obligor" on a Receivable means the purchaser or co-purchasers of the
Financed Vehicle and any other Person who owes payments under the Receivable.

      "Officers' Certificate" means a certificate signed by the chairman of the
board, the president, any executive vice president or any vice president, any
treasurer, assistant treasurer, secretary or assistant secretary of the Seller
or the Servicer, as appropriate.

      "Opinion of Counsel" means a written opinion of counsel satisfactory in
form and substance to the Trust Collateral Agent.

      "Original Pool Balance" means the sum, as of any date, of the Pool Balance
as of the Cutoff Date.

      "Other Conveyed Property" means all property conveyed by the Seller to the
Trust pursuant to Section 2.1(b) through (h) of this Agreement.

      "Owner Trust Estate" has the meaning assigned to such term in the Trust
Agreement.

      "Owner Trustee" means Bankers Trust (Delaware), not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, its successors
in interest or any successor Owner Trustee under the Trust Agreement.

      "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

      "Physical Property" has the meaning assigned to such term in the
definition of "Delivery" above.

      "Pool Balance" means, as of any date of determination, the aggregate
Principal Balance of the Receivables (excluding Purchased Receivables and
Liquidated Receivables).

      "Pool Balance Decline" means, with respect to any Distribution Date, the
decline on the Pool Balance from the opening of the related Collection Period to
the end of the related Collection Period.

      "Principal Balance" means, with respect to any Receivable, as of any date,
the sum of (x) the Amount Financed minus (i) that portion of all amounts
received on or prior to such date and


                                       13
<PAGE>

allocable to principal in accordance with the terms of the Receivable and (ii)
any Cram Down Loss in respect of such Receivable plus (y) the accrued and unpaid
interest on such Receivable.

      "Principal Distributable Amount" means, with respect to any Distribution
Date, the amount equal to the excess, if any, of (x) the sum of (i) the
principal portion of all Collected Funds received during the immediately
preceding Collection Period (other than Liquidated Receivables and Purchased
Receivables), (ii) the Principal Balance of all Receivables that became
Liquidated Receivables during the related Collection Period (other than
Purchased Receivables), (iii) the principal portion of the Purchase Amounts
received with respect to all Receivables that became Purchased Receivables
during the related Collection Period, (iv) the aggregate amount of Cram Down
Losses that shall have occurred during the related Collection Period; and (v)
following the acceleration of the Notes pursuant to Section 5.2 of the
Indenture, the amount of money or property collected pursuant to Section 5.4 of
the Indenture since the preceding Determination Date by the Trust Collateral
Agent for distribution pursuant to Section 5.7 hereof over (y) the Step-Down
Amount, if any, for such Distribution Date.

      "Pro Forma Note Balance" means, with respect to any Distribution Date, the
aggregate remaining principal balance of the Notes outstanding on such
Distribution Date, after giving effect to distributions pursuant to clauses (i)
through (xviii) of Section 5.7(a) hereof.

      "Purchase Agreement" means the Purchase Agreement among the Seller and
AmeriCredit, dated as of April 18, 2001, pursuant to which the Seller acquired
the Receivables, as such Agreement may be amended from time to time.

      "Purchase Amount" means, with respect to a Receivable, the Principal
Balance and all accrued and unpaid interest on the Receivable, after giving
effect to the receipt of any moneys collected (from whatever source) on such
Receivable, if any.

      "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by the Servicer pursuant to
Section 4.7 or repurchased by the Seller or the Servicer pursuant to Section 3.2
or Section 10.1(a).

      "Rating Agency" means Moody's, Standard & Poor's and Fitch. If no such
organization or successor maintains a rating on the Securities, "Rating Agency"
shall be a nationally recognized statistical rating organization or other
comparable Person designated by the Seller, notice of which designation shall be
given to the Trust Collateral Agent, the Owner Trustee and the Servicer.

      "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' (or such shorter period as shall be
acceptable to each Rating Agency) prior notice thereof and that each of the
Rating Agencies shall have notified the Seller, the Servicer, the Owner Trustee
and the Trust Collateral Agent in writing that such action will not result in a
reduction or withdrawal of the then current rating of any Class of Notes.

      "Realized Losses" means, with respect to any Receivable that becomes a
Liquidated Receivable, the excess of the Principal Balance of such Liquidated
Receivable over Net Liquidation Proceeds to the extent allocable to principal.


                                       14
<PAGE>

      "Receivable" means any Contract listed on Schedule A, as such Schedule
shall be amended from time to time in response to deletions from the Trust.
(which Schedule may be in the form of microfiche or a disk).

      "Receivable Files" means the documents specified in Section 3.3.

      "Receivables" means any Receivable conveyed to the Trust on the Closing
Date.

      "Record Date" means, with respect to each Distribution Date, the Business
Day immediately preceding such Distribution Date, unless otherwise specified in
the Agreement.

      "Registrar of Titles" means, with respect to any state, the governmental
agency or body responsible for the registration of, and the issuance of
certificates of title relating to, motor vehicles and liens thereon.

      "Required Pro Forma Note Balance" means, with respect to any Distribution
Date, a dollar amount equal to the difference between (x) the Pool Balance as of
the end of the prior calendar month minus (y) the lesser of (A) the sum of (i)
7.0% of the Pool Balance as of the end of the prior calendar month plus (ii) the
aggregate, cumulative amount of principal paid to the holders of the Class E
Notes pursuant to clause 5.7(a)(xxi) hereof on all prior Distribution Dates
minus (iii) the Specified Reserve Balance, or (B) 25.0% of the Pool Balance.

      "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.1(a)(iii) hereof.

      "Reserve Account Deposit Amount" means, with respect to any Distribution
Date, the lesser of (x) the excess of (i) the Specified Reserve Balance over
(ii) the amount on deposit in the Reserve Account on such Distribution Date,
after taking into account the amount of any Reserve Account Withdrawal Amount on
such Distribution Date and (y) the amount remaining in the Collection Account
after taking into account the distributions therefrom described in clauses (i)
through (xviii) of Section 5.7(a).

      "Reserve Account Withdrawal Amount" means, with respect to any
Distribution Date, the lesser of (x) any shortfall in the amount of Available
Funds available to pay the amounts specified in clauses (i) through (xviii) of
Section 5.7(a) (taking into account application of Available Funds to the
priority of payments specified in Section 5.7(a) and ignoring any provision
hereof which otherwise limits the amounts described in such clauses to the
amount of funds available) and (y) the amount on deposit in the Reserve Account
on such Distribution Date prior to application of amounts on deposit therein
pursuant to Section 5.8.

      "Schedule of Receivables" means the schedule of all retail installment
sales contracts and promissory notes originally held as part of the Trust which
is attached as Schedule A.

      "Schedule of Representations" means the Schedule of Representations and
Warranties attached hereto as Schedule B.

      "Scheduled Receivables Payment" means, with respect to any Collection
Period for any Receivable, the amount set forth in such Receivable as required
to be paid by the Obligor in such


                                       15
<PAGE>

Collection Period. If after the Closing Date, the Obligor's obligation under a
Receivable with respect to a Collection Period has been modified so as to differ
from the amount specified in such Receivable as a result of (i) the order of a
court in an insolvency proceeding involving the Obligor, (ii) pursuant to the
Soldiers' and Sailors' Civil Relief Act of 1940 or (iii) modifications or
extensions of the Receivable permitted by Section 4.2(b), the Scheduled
Receivables Payment with respect to such Collection Period shall refer to the
Obligor's payment obligation with respect to such Collection Period as so
modified.

      "Seller" means AFS SenSub Corp., a Nevada corporation, and its successors
in interest to the extent permitted hereunder.

      "Service Contract" means, with respect to a Financed Vehicle, the
agreement, if any, financed under the related Receivable that provides for the
repair of such Financed Vehicle.

      "Servicer" means AmeriCredit Financial Services, Inc., as the servicer of
the Receivables, and each successor Servicer pursuant to Section 9.3.

      "Servicer Termination Event" means an event specified in Section 9.1.

      "Servicer's Certificate" means an Officers' Certificate of the Servicer
delivered pursuant to Section 4.9(b), substantially in the form of Exhibit A.

      "Servicing Fee" has the meaning specified in Section 4.8.

      "Servicing Fee Rate" means 2.25% per annum.

      "Simple Interest Method" means the method of allocating a fixed level
payment on an obligation between principal and interest, pursuant to which the
portion of such payment that is allocated to interest is equal to the product of
the fixed rate of interest on such obligation multiplied by the period of time
(expressed as a fraction of a year, based on the actual number of days in the
calendar month and 365 days in the calendar year) elapsed since the preceding
payment under the obligation was made.

      "Specified Reserve Balance" means, with respect to any Distribution Date,
$11,000,000.

      "Standard & Poor's" means Standard & Poor's, a Division of The McGraw-Hill
Companies, or its successor.

      "Step-Down Amount" means, with respect to any Distribution Date, the
excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro
Forma Note Balance on such Distribution Date, calculated for this purpose only
without deduction for any Step-Down Amount (I.E., assuming that the entire
amount described in clause (x) of the definition of "Principal Distributable
Amount" is distributed as principal on the Notes); PROVIDED, HOWEVER, that the
Step-Down Amount in no event may exceed the amount that would reduce the sum of
(i) the amount on deposit in the Reserve Account, plus (ii) the positive
difference, if any, of the Pool Balance minus the Pro Forma Note Balance, to an
amount less than the lesser of (i) $16,500,000 or (ii) the outstanding principal
amount of all Classes of Notes.


                                       16
<PAGE>

      "Supplemental Servicing Fee" means, with respect to any Collection Period,
all administrative fees, expenses and charges paid by or on behalf of Obligors,
including late fees, prepayment fees and liquidation fees collected on the
Receivables during such Collection Period.

      "Third-Party Lender" means an entity that originated a loan to a consumer
for the purchase of a motor vehicle and sold the loan to AmeriCredit pursuant to
an Auto Loan Purchase and Sale Agreement.

      "Third-Party Lender Assignment" means, with respect to a Receivable, the
executed assignment executed by a Third-Party Lender conveying such Receivable
to AmeriCredit.

      "Total Available Funds" has the meaning described in Section 5.7(a)
hereof.

      "Trust" means the Issuer.

      "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), and all proceeds of the foregoing.

      "Trust Accounts" has the meaning assigned thereto in Section 5.1.

      "Trust Agreement" means the Trust Agreement dated as of March 21, 2001,
between the Seller and the Owner Trustee, as amended and restated as of April
18, 2001, as the same may be amended and supplemented from time to time.

      "Trust Collateral Agent" means the Person acting as Trust Collateral Agent
hereunder, its successors in interest and any successor Trust Collateral Agent
hereunder.

      "Trust Officer" means, (i) in the case of the Trust Collateral Agent, the
chairman or vice-chairman of the board of directors, any managing director, the
chairman or vice-chairman of the executive committee of the board of directors,
the president, any vice president, assistant vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
and any assistant controller or any other officer of the Trust Collateral Agent
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject, and (ii) in
the case of the Owner Trustee, any officer in the corporate trust office of the
Owner Trustee or any agent of the Owner Trustee under a power of attorney with
direct responsibility for the administration of this Agreement or any of the
Basic Documents on behalf of the Owner Trustee.

      "Trust Property" means the property and proceeds conveyed pursuant to
Section 2.1, together with certain monies paid on or after the Cut-off Date, the
Collection Account (including all Eligible Investments therein and all proceeds
therefrom), the Lockbox Account, the Reserve Account (including all Eligible
Investments therein and all proceeds therefrom), the Guaranty and certain other
rights under this Agreement.


                                       17
<PAGE>

      "Trustee" means the Person acting as Trustee under the Indenture, its
successors in interest and any successor trustee under the Indenture.

      "UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction on the date of the Agreement.

      SECTION 1.2. OTHER DEFINITIONAL PROVISIONS.

      (a) Capitalized terms used herein and not otherwise defined herein have
meanings assigned to them in the Indenture, or, if not defined therein, in the
Trust Agreement.

      (b) All terms defined in this Agreement shall have the defined meanings
when used in any instrument governed hereby and in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein.

      (c) As used in this Agreement, in any instrument governed hereby and in
any certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in this Agreement or in any such instrument,
certificate or other document, and accounting terms partly defined in this
Agreement or in any such instrument, certificate or other document to the extent
not defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date of this Agreement or any
such instrument, certificate or other document, as applicable. To the extent
that the definitions of accounting terms in this Agreement or in any such
instrument, certificate or other document are inconsistent with the meanings of
such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such instrument, certificate or other
document shall control.

      (d) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement; Section, Schedule and Exhibit
references contained in this Agreement are references to Sections, Schedules and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation."

      (e) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such terms.

      (f) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.


                                       18
<PAGE>

                                   ARTICLE II

                            CONVEYANCE OF RECEIVABLES

      SECTION 2.1. CONVEYANCE OF RECEIVABLES. In consideration of the Issuer's
delivery to or upon the order of the Seller on the Closing Date of the net
proceeds from the sale of the Notes and the other amounts to be distributed from
time to time to the Seller in accordance with the terms of this Agreement, the
Seller does hereby sell, transfer, assign, set over and otherwise convey to the
Issuer, without recourse (subject to the obligations set forth herein), all
right, title and interest of the Seller in and to:

      (a) the Receivables and all moneys received thereon after the Cutoff Date;

      (b) an assignment of the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Seller in such Financed Vehicles;

      (c) any proceeds and the right to receive proceeds with respect to the
Receivables from claims on any physical damage, credit life or disability
insurance policies covering Financed Vehicles or Obligors and any proceeds from
the liquidation of the Receivables;

      (d) any proceeds from any Receivable repurchased by a Dealer pursuant to a
Dealer Agreement or a Third-Party Lender pursuant to an Auto Loan Purchase and
Sale Agreement as a result of a breach of representation or warranty in the
related Dealer Agreement or Auto Loan Purchase Agreement;

      (e) all rights under any Service Contracts on the related Financed
Vehicles;

      (f) the related Receivables Files;

      (g) all of the Seller's right, title and interest in its rights and
benefits, but none of its obligations or burdens, under the Purchase Agreement,
including the Seller's rights under the Purchase Agreement, and the delivery
requirements, representations and warranties and the cure and repurchase
obligations of AmeriCredit under the Purchase Agreement; and

      (h) the proceeds of any and all of the foregoing.

      It is the intention of the Seller that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Receivables and
other Trust Property from the Seller to the Issuer and the beneficial interest
in and title to the Receivables and the other Trust Property shall not be part
of the Seller's estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law. In the event that, notwithstanding
the intent of the Seller, the transfer and assignment contemplated hereby is
held not to be a sale, this Agreement shall constitute a grant of a security
interest in the property referred to in this Section for the benefit of the
Noteholders.


                                       19
<PAGE>

      SECTION 2.2. [RESERVED]

      SECTION 2.3. FURTHER ENCUMBRANCE OF TRUST PROPERTY.

      (a) Immediately upon the conveyance to the Trust by the Seller of any item
of the Trust Property pursuant to Section 2.1, all right, title and interest of
the Seller in and to such item of Trust Property shall terminate, and all such
right, title and interest shall vest in the Trust, in accordance with the Trust
Agreement and Sections 3802 and 3805 of the Business Trust Statute (as defined
in the Trust Agreement).

      (b) Immediately upon the vesting of the Trust Property in the Trust, the
Trust shall have the sole right to pledge or otherwise encumber, such Trust
Property. Pursuant to the Indenture, the Trust shall grant a security interest
in the Trust Property to the Trust Collateral Agent securing the repayment of
the Notes. The Certificates shall represent the beneficial ownership interest in
the Trust Property, and the Certificateholders shall be entitled to receive
distributions with respect thereto as set forth herein.

      (c) Following the payment in full of the Notes and the release and
discharge of the Indenture, all covenants of the Issuer under Article III of the
Indenture shall, until payment in full of the Certificates, remain as covenants
of the Issuer for the benefit of the Certificateholders, enforceable by the
Certificateholders to the same extent as such covenants were enforceable by the
Noteholders prior to the discharge of the Indenture. Any rights of the Trustee
under Article III of the Indenture, following the discharge of the Indenture,
shall vest in Certificateholders.

      (d) The Trust Collateral Agent shall, at such time as there are no
Securities outstanding and all sums due to (i) the Trustee pursuant to the
Indenture and (ii) the Trust Collateral Agent pursuant to this Agreement, have
been paid, release any remaining portion of the Trust Property to the Seller.

                                  ARTICLE III

                                 THE RECEIVABLES

      SECTION 3.1. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby
represents and warrants that each of the representations and warranties set
forth on the Schedule of Representations attached hereto as Schedule B is true
and correct on which the Issuer is deemed to have relied in acquiring the
Receivables. Such representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Receivables to the Issuer and the pledge
thereof to the Trustee pursuant to the Indenture.

      SECTION 3.2. REPURCHASE UPON BREACH.

      (a) The Seller, the Servicer, the Trust Collateral Agent or the Owner
Trustee, as the case may be, shall inform the other parties to this Agreement
promptly, notice in writing, upon the discovery of any breach of the Seller's
representations and warranties made pursuant to Section 3.1. As of the last day
of the second (or, if the Seller so elects, the first) month following the
discovery by the Seller or receipt by the Seller of notice of such breach,
unless such breach is


                                       20
<PAGE>

cured by such date, the Seller shall have an obligation to repurchase any
Receivable in which the interests of the Noteholders are materially and
adversely affected by any such breach as of such date. The "second month" shall
mean the month following the month in which discovery occurs or notice is given,
and the "first month" shall mean the month in which discovery occurs or notice
is given. In consideration of and simultaneously with the repurchase of the
Receivable, the Seller shall remit, or cause AmeriCredit to remit, to the
Collection Account the Purchase Amount in the manner specified in Section 5.6
and the Issuer shall execute such assignments and other documents reasonably
requested by such person in order to effect such repurchase. The sole remedy of
the Issuer, the Owner Trustee, the Trust Collateral Agent, the Trustee or the
Noteholders with respect to a breach of representations and warranties pursuant
to Section 3.1 and the agreement contained in this Section shall be the
repurchase of Receivables pursuant to this Section, subject to the conditions
contained herein or to enforce the obligation of AmeriCredit to the Seller to
repurchase such Receivables pursuant to the Purchase Agreement. Neither the
Owner Trustee, the Trust Collateral Agent nor the Trustee shall have a duty to
conduct any affirmative investigation as to the occurrence of any conditions
requiring the repurchase of any Receivable pursuant to this Section.

      In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by the Seller, the Seller shall indemnify
the Trust, the Trustee, the Backup Servicer, the Trust Collateral Agent and the
officers, directors, agents and employees thereof, and the Noteholders against
all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel, which may be asserted against or
incurred by any of them as a result of third party claims arising out of the
events or facts giving rise to such breach.

      (b)   Pursuant to Section 2.1 of this Agreement, the Seller conveyed to
the Trust all of the Seller's right, title and interest in its rights and
benefits, but none of its obligations or burdens, under the Purchase Agreement
including the Seller's rights under the Purchase Agreement and the delivery
requirements, representations and warranties and the cure or repurchase
obligations of AmeriCredit. The Seller hereby represents and warrants to the
Trust that such assignment is valid, enforceable and effective to permit the
Trust to enforce such obligations of AmeriCredit under the Purchase Agreement.

      SECTION 3.3. CUSTODY OF RECEIVABLES FILES.

      (a)   In connection with the sale, transfer and assignment of the
Receivables and the Other Conveyed Property to the Trust pursuant to this
Agreement and simultaneously with the execution and delivery of this Agreement,
the Trust Collateral Agent shall enter into the Custodian Agreement with the
Custodian, dated as of April 18, 2001, pursuant to which the Trust Collateral
Agent shall revocably appoint the Custodian, and the Custodian shall accept such
appointment, to act as the agent of the Trust Collateral Agent as custodian of
the following documents or instruments in its possession which shall be
delivered to the Custodian as agent of the Trust Collateral Agent on or before
the Closing Date (with respect to each Receivable):

            (i) The fully executed original of the Receivable (together with any
      agreements modifying the Receivable, including, without limitation, any
      extension agreements);


                                       21
<PAGE>

            (ii) The original credit application, or a copy thereof, of each
      Obligor, fully executed by each such Obligor on AmeriCredit's customary
      form, or on a form approved by AmeriCredit, for such application; and

            (iii) The original certificate of title (when received) and
      otherwise such documents, if any, that AmeriCredit keeps on file in
      accordance with its customary procedures indicating that the Financed
      Vehicle is owned by the Obligor and subject to the interest of AmeriCredit
      as first lienholder or secured party (including any Lien Certificate
      received by AmeriCredit), or, if such original certificate of title has
      not yet been received, a copy of the application therefor, showing
      AmeriCredit as secured party.

      The Trust Collateral Agent may act as the Custodian, in which case the
Trust Collateral Agent shall be deemed to have assumed the obligations of the
Custodian specified in the Custodian Agreement.

      (b)   Upon payment in full of any Receivable, the Servicer will notify the
Custodian pursuant to a certificate of an officer of the Servicer (which
certificate shall include a statement to the effect that all amounts received in
connection with such payments which are required to be deposited in the
Collection Account pursuant to Section 4.1 have been so deposited) and shall
request delivery of the Receivable and Receivable File to the Servicer. From
time to time as appropriate for servicing and enforcing any Receivable, the
Custodian shall, upon written request of an officer of the Servicer and delivery
to the Custodian of a receipt signed by such officer, cause the original
Receivable and the related Receivable File to be released to the Servicer. The
Servicer's receipt of a Receivable and/or Receivable File shall obligate the
Servicer to return the original Receivable and the related Receivable File to
the Custodian when its need by the Servicer has ceased unless the Receivable is
repurchased as described in Section 3.2 or 4.7.

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

      SECTION 4.1. DUTIES OF THE SERVICER. The Servicer is hereby authorized to
act as agent for the Trust and in such capacity shall manage, service,
administer and make collections on the Receivables, and perform the other
actions required by the Servicer under this Agreement. The Servicer agrees that
its servicing of the Receivables shall be carried out in accordance with
customary and usual procedures of institutions which service motor vehicle
retail installment sales contracts and, to the extent more exacting, the degree
of skill and attention that the Servicer exercises from time to time with
respect to all comparable motor vehicle receivables that it services for itself
or others. In performing such duties, so long as AmeriCredit is the Servicer, it
shall substantially comply with the policies and procedures described on
Schedule C, as such policies and procedures may be updated from time to time.
The Servicer's duties shall include, without limitation, collection and posting
of all payments, responding to inquiries of Obligors on the Receivables,
investigating delinquencies, sending payment coupons to Obligors, reporting any
required tax information to Obligors, monitoring the collateral, complying with
the terms of the Lockbox Agreement, accounting for collections and furnishing
monthly and annual statements to the Trust Collateral Agent and the Trustee with
respect to distributions, monitoring


                                       22
<PAGE>

the status of Insurance Policies with respect to the Financed Vehicles and
performing the other duties specified herein.

      The Servicer shall also administer and enforce all rights and
responsibilities of the holder of the Receivables provided for in the Dealer
Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain
possession of the Dealer Agreements and Auto Loan Purchase and Sale Agreements,
to the extent it is necessary to do so), the Dealer Assignments, the Third-Party
Lender Assignments and the Insurance Policies, to the extent that such Dealer
Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments,
Third-Party Lender Assignments and Insurance Policies relate to the Receivables,
the Financed Vehicles or the Obligors. To the extent consistent with the
standards, policies and procedures otherwise required hereby, the Servicer shall
follow its customary standards, policies, and procedures and shall have full
power and authority, acting alone, to do any and all things in connection with
such managing, servicing, administration and collection that it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Servicer is hereby authorized and empowered by the Trust to execute and deliver,
on behalf of the Trust, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable
instruments, with respect to the Receivables and with respect to the Financed
Vehicles; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Servicer
shall not, except pursuant to an order from a court of competent jurisdiction,
release an Obligor from payment of any unpaid amount under any Receivable or
waive the right to collect the unpaid balance of any Receivable from the
Obligor, except in accordance with the Servicer's customary practices.

      The Servicer is hereby authorized to commence, in it's own name or in the
name of the Trust, a legal proceeding to enforce a Receivable pursuant to
Section 4.3 or to commence or participate in any other legal proceeding
(including, without limitation, a bankruptcy proceeding) relating to or
involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer
commences or participates in such a legal proceeding in its own name, the Trust
shall thereupon be deemed to have automatically assigned such Receivable to the
Servicer solely for purposes of commencing or participating in any such
proceeding as a party or claimant, and the Servicer is authorized and empowered
by the Trust to execute and deliver in the Servicer's name any notices, demands,
claims, complaints, responses, affidavits or other documents or instruments in
connection with any such proceeding. The Trust Collateral Agent and the Owner
Trustee shall furnish the Servicer with any limited powers of attorney and other
documents which the Servicer may reasonably request and which the Servicer deems
necessary or appropriate and take any other steps which the Servicer may deem
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.

      SECTION 4.2. COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATIONS OF
RECEIVABLES; LOCKBOX AGREEMENTS.

      (a) Consistent with the standards, policies and procedures required by
this Agreement, the Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Receivables as and
when the same shall become due, and shall follow such collection procedures as
it follows with respect to all comparable automobile receivables that it
services for itself or others and otherwise act with respect to the Receivables,
the Dealer Agreements, the Dealer Assignments, the Auto Loan Purchase and Sale
Agreements,


                                       23
<PAGE>

the Third-Party Lender Assignments, the Insurance Policies and the Other
Conveyed Property in such manner as will, in the reasonable judgment of the
Servicer, maximize the amount to be received by the Trust with respect thereto.
The Servicer is authorized in its discretion to waive any prepayment charge,
late payment charge or any other similar fees that may be collected in the
ordinary course of servicing any Receivable.

      (b) The Servicer may at any time agree to a modification or amendment of a
Receivable in order to (i) change the Obligor's regular due date to a date
within the Collection Period in which such due date occurs or (ii) re-amortize
the Scheduled Receivables Payments on the Receivable following a partial
prepayment of principal, in accordance with its customary procedures if the
Servicer believes in good faith that such extension, modification or amendment
is necessary to avoid a default on such Receivable, will maximize the amount to
be received by the Trust with respect to such Receivable, and is otherwise in
the best interests of the Trust.

      (c) The Servicer may grant payment extensions on, or other modifications
or amendments to, a receivable (in addition to those modifications permitted by
Section 4.2(b)) in accordance with its customary procedures if the Servicer
believes in good faith that such extension, modification or amendment is
necessary to avoid a default on such Receivable, will maximize the amount to be
received by the Trust with respect to such Receivable, and is otherwise in the
best interests of the Trust; PROVIDED, HOWEVER, that:

            (i) The aggregate period of all extensions on a Receivable shall not
      exceed eight months; and

            (ii) In no event may a Receivable be extended beyond the Collection
      Period immediately preceding the latest Final Scheduled Distribution Date.

      (d) The Servicer shall use its best efforts to notify or direct Obligors
to make all payments on the Receivables, whether by check or by direct debit of
the Obligor's bank account, to be made directly to one or more Lockbox Banks,
acting as agent for the Trust pursuant to a Lockbox Agreement. The Servicer
shall use its best efforts to notify or direct any Lockbox Bank to deposit all
payments on the Receivables in the Lockbox Account no later than the Business
Day after receipt, and to cause all amounts credited to the Lockbox Account on
account of such payments to be transferred to the Collection Account no later
than the second Business Day after receipt of such payments. The Lockbox Account
shall be a demand deposit account held by the Lockbox Bank, or at the request of
the Majority Noteholders, an Eligible Account.

      Prior to the Closing Date, the Servicer shall have notified each Obligor
that makes its payments on the Receivables by check to make such payments
thereafter directly to the Lockbox Bank (except in the case of Obligors that
have already been making such payments to the Lockbox Bank), and shall have
provided each such Obligor with remittance invoices in order to enable such
Obligors to make such payments directly to the Lockbox Bank for deposit into the
Lockbox Account, and the Servicer will continue, not less often than every three
months, to so notify those Obligors who have failed to make payments to the
Lockbox Bank. If at any time, an Obligor's bank account cannot be accessed by
direct debit and if such inability is not cured within 15 days or cannot be
cured by execution by the Obligor of a new authorization for


                                       24
<PAGE>

automatic payment, the Servicer shall notify such Obligor that it cannot make
payment by direct debit and must thereafter make payment by check.

      Notwithstanding any Lockbox Agreement, or any of the provisions of this
Agreement relating to the Lockbox Agreement, the Servicer shall remain obligated
and liable to the Trust, the Trust Collateral Agent and Noteholders for
servicing and administering the Receivables and the Other Conveyed Property in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue thereof; PROVIDED, HOWEVER, that the foregoing
shall not apply to any Backup Servicer for so long as a Lockbox Bank is
performing its obligations pursuant to the terms of a Lockbox Agreement.

      In the event of a termination of the Servicer, the successor Servicer
shall assume all of the rights and obligations of the outgoing Servicer under
the Lockbox Agreement subject to the terms hereof. In such event, the successor
Servicer shall be deemed to have assumed all of the outgoing Servicer's interest
therein and to have replaced the outgoing Servicer as a party to each such
Lockbox Agreement to the same extent as if such Lockbox Agreement had been
assigned to the successor Servicer, except that the outgoing Servicer shall not
thereby be relieved of any liability or obligations on the part of the outgoing
Servicer to the Lockbox Bank under such Lockbox Agreement. The outgoing Servicer
shall, upon request of the Trust Collateral Agent, but at the expense of the
outgoing Servicer, deliver to the successor Servicer all documents and records
relating to each such Lockbox Agreement and an accounting of amounts collected
and held by the Lockbox Bank and otherwise use its best efforts to effect the
orderly and efficient transfer of any Lockbox Agreement to the successor
Servicer. In the event that the Majority Noteholders elects to change the
identity of the Lockbox Bank, the outgoing Servicer, at its expense, shall cause
the Lockbox Bank to deliver, at the direction of the Majority Noteholders to the
Trust Collateral Agent or a successor Lockbox Bank, all documents and records
relating to the Receivables and all amounts held (or thereafter received) by the
Lockbox Bank (together with an accounting of such amounts) and shall otherwise
use its best efforts to effect the orderly and efficient transfer of the lockbox
arrangements and the Servicer shall notify the Obligors to make payments to the
Lockbox established by the successor.

      (e) The Servicer shall remit all payments by or on behalf of the Obligors
received directly by the Servicer to the Lockbox Bank for deposit into the
Collection Account, in either case, without deposit into any intervening account
and as soon as practicable, but in no event later than the Business Day after
receipt thereof.

      SECTION 4.3. REALIZATION UPON RECEIVABLES.

      (a) Consistent with the standards, policies and procedures required by
this Agreement, the Servicer shall use its best efforts to repossess (or
otherwise comparably convert the ownership of) and liquidate any Financed
Vehicle securing a Receivable with respect to which the Servicer has determined
that payments thereunder are not likely to be resumed, as soon as is practicable
after default on such Receivable but in no event later than the date on which
all or any portion of a Scheduled Receivables Payment has become 91 days
delinquent; PROVIDED, HOWEVER, that the Servicer may elect not to repossess a
Financed Vehicle within such time period if in its good faith judgment it
determines that the proceeds ultimately recoverable with respect to such
Receivable would be increased by forbearance. The Servicer is authorized


                                       25
<PAGE>

to follow such customary practices and procedures as it shall deem necessary or
advisable, consistent with the standard of care required by Section 4.1, which
practices and procedures may include reasonable efforts to realize upon any
recourse to Dealers and Third-Party Lenders, the sale of the related Financed
Vehicle at public or private sale, the submission of claims under an Insurance
Policy and other actions by the Servicer in order to realize upon such a
Receivable. The foregoing is subject to the provision that, in any case in which
the Financed Vehicle shall have suffered damage, the Servicer shall not expend
funds in connection with any repair or towards the repossession of such Financed
Vehicle unless it shall determine in its discretion that such repair and/or
repossession shall increase the proceeds of liquidation of the related
Receivable by an amount greater than the amount of such expenses. All amounts
received upon liquidation of a Financed Vehicle shall be remitted directly by
the Servicer to the Collection Account without deposit into any intervening
account as soon as practicable, but in no event later than the Business Day
after receipt thereof. The Servicer shall be entitled to recover all reasonable
expenses incurred by it in the course of repossessing and liquidating a Financed
Vehicle into cash proceeds, but only out of the cash proceeds of such Financed
Vehicle, any deficiency obtained from the Obligor or any amounts received from
the related Dealer or Third-Party Lender, which amounts in reimbursement may be
retained by the Servicer (and shall not be required to be deposited as provided
in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on
behalf of the Trust any personal property taxes assessed on repossessed Financed
Vehicles. The Servicer shall be entitled to reimbursement of any such tax from
Net Liquidation Proceeds with respect to such Receivable.

      (b) If the Servicer elects to commence a legal proceeding to enforce a
Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment, the act of commencement shall be deemed to be an
automatic assignment from the Trust to the Servicer of the rights under such
Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment for purposes of collection only. If, however, in
any enforcement suit or legal proceeding it is held that the Servicer may not
enforce a Dealer Agreement, Auto Loan Purchase and Sale Agreement, Dealer
Assignment or Third-Party Lender Assignment on the grounds that it is not a real
party in interest or a Person entitled to enforce the Dealer Agreement, Auto
Loan Purchase and Sale Agreement, Dealer Assignment or Third-Party Lender
Assignment, the Owner Trustee and/or the Trust Collateral Agent, at the
Servicer's expense, or the Seller, at the Seller's expense, shall take such
steps as the Servicer deems reasonably necessary to enforce the Dealer
Agreement, Auto Loan Purchase and Sale Agreement, Dealer Assignment or
Third-Party Lender Assignment, including bringing suit in its name or the name
of the Seller or of the Trust and the Owner Trustee and/or the Trust Collateral
Agent for the benefit of the Noteholders. All amounts recovered shall be
remitted directly by the Servicer as provided in Section 4.2(e).

      SECTION 4.4. INSURANCE.

      (a) The Servicer shall require, in accordance with its customary servicing
policies and procedures, that each Financed Vehicle be insured by the related
Obligor under the Insurance Policies referred to in Paragraph 24 of the Schedule
of Representations and Warranties and shall monitor the status of such physical
loss and damage insurance coverage thereafter, in accordance with its customary
servicing procedures. Each Receivable requires the Obligor to maintain such
physical loss and damage insurance, naming AmeriCredit and its successors and
assigns as


                                       26
<PAGE>

additional insureds, and permits the holder of such Receivable to obtain
physical loss and damage insurance at the expense of the Obligor if the Obligor
fails to maintain such insurance. If the Servicer shall determine that an
Obligor has failed to obtain or maintain a physical loss and damage Insurance
Policy covering the related Financed Vehicle which satisfies the conditions set
forth in clause (i)(a) of such Paragraph 24 (including, without limitation,
during the repossession of such Financed Vehicle) the Servicer may enforce the
rights of the holder of the Receivable under the Receivable to require the
Obligor to obtain such physical loss and damage insurance in accordance with its
customary servicing policies and procedures. The Servicer may maintain a
vendor's single interest or other collateral protection insurance policy with
respect to all Financed Vehicles ("COLLATERAL INSURANCE") which policy shall by
its terms insure against physical loss and damage in the event any Obligor fails
to maintain physical loss and damage insurance with respect to the related
Financed Vehicle. All policies of Collateral Insurance shall be endorsed with
clauses providing for loss payable to the Servicer. Costs incurred by the
Servicer in maintaining such Collateral Insurance shall be paid by the Servicer.

      (b) The Servicer may, if an Obligor fails to obtain or maintain a physical
loss and damage Insurance Policy, obtain insurance with respect to the related
Financed Vehicle and advance on behalf of such Obligor, as required under the
terms of the insurance policy, the premiums for such insurance (such insurance
being referred to herein as "FORCE-PLACED INSURANCE"). All policies of
Force-Placed Insurance shall be endorsed with clauses providing for loss payable
to the Servicer. Any cost incurred by the Servicer in maintaining such
Force-Placed Insurance shall only be recoverable out of premiums paid by the
Obligors or Net Liquidation Proceeds with respect to the Receivable, as provided
in Section 4.4(c).

      (c) In connection with any Force-Placed Insurance obtained hereunder, the
Servicer may, in the manner and to the extent permitted by applicable law,
require the Obligors to repay the entire premium to the Servicer. In no event
shall the Servicer include the amount of the premium in the Amount Financed
under the Receivable. For all purposes of this Agreement, the Insurance Add-On
Amount with respect to any Receivable having Force-Placed Insurance will be
treated as a separate obligation of the Obligor and will not be added to the
Principal Balance of such Receivable, and amounts allocable thereto will not be
available for distribution on the Notes and the Certificates. The Servicer shall
retain and separately administer the right to receive payments from Obligors
with respect to Insurance Add-On Amounts or rebates of Forced-Placed Insurance
premiums. If an Obligor makes a payment with respect to a Receivable having
Force-Placed Insurance, but the Servicer is unable to determine whether the
payment is allocable to the Receivable or to the Insurance Add-On Amount, the
payment shall be applied first to any unpaid Scheduled Receivables Payments and
then to the Insurance Add-On Amount. Net Liquidation Proceeds on any Receivable
will be used first to pay the Principal Balance and accrued interest on such
Receivable and then to pay the related Insurance Add-On Amount. If an Obligor
under a Receivable with respect to which the Servicer has placed Force-Placed
Insurance fails to make scheduled payments of such Insurance Add-On Amount as
due, and the Servicer has determined that eventual payment of the Insurance
Add-On Amount is unlikely, the Servicer may, but shall not be required to,
purchase such Receivable from the Trust for the Purchase Amount on any
subsequent Determination Date. Any such Receivable, and any Receivable with
respect to which the Servicer has placed Force-Placed Insurance which has been
paid in full (excluding any Insurance Add-On Amounts) will be assigned to the
Servicer.


                                       27
<PAGE>

      (d) The Servicer may sue to enforce or collect upon the Insurance
Policies, in its own name, if possible, or as agent of the Trust. If the
Servicer elects to commence a legal proceeding to enforce an Insurance Policy,
the act of commencement shall be deemed to be an automatic assignment of the
rights of the Trust under such Insurance Policy to the Servicer for purposes of
collection only. If, however, in any enforcement suit or legal proceeding it is
held that the Servicer may not enforce an Insurance Policy on the grounds that
it is not a real party in interest or a holder entitled to enforce the Insurance
Policy, the Owner Trustee and/or the Trust Collateral Agent, at the Servicer's
expense, or the Seller, at the Seller's expense, shall take such steps as the
Servicer deems necessary to enforce such Insurance Policy, including bringing
suit in its name or the name of the Trust and the Owner Trustee and/or the Trust
Collateral Agent for the benefit of the Noteholders.

      (e) The Servicer will cause itself and may cause the Trust Collateral
Agent to be named as named insured under all policies of Collateral Insurance.

      SECTION 4.5. MAINTENANCE OF SECURITY INTERESTS IN VEHICLES.

      (a) Consistent with the policies and procedures required by this
Agreement, the Servicer shall take such steps on behalf of the Trust as are
necessary to maintain perfection of the security interest created by each
Receivable in the related Financed Vehicle, including, but not limited to,
obtaining the execution by the Obligors and the recording, registering, filing,
re-recording, re-filing, and re-registering of all security agreements,
financing statements and continuation statements as are necessary to maintain
the security interest granted by the Obligors under the respective Receivables.
The Trust Collateral Agent hereby authorizes the Servicer, and the Servicer
agrees, to take any and all steps necessary to re-perfect such security interest
on behalf of the Trust as necessary because of the relocation of a Financed
Vehicle or for any other reason. In the event that the assignment of a
Receivable to the Trust is insufficient, without a notation on the related
Financed Vehicle's certificate of title, or without fulfilling any additional
administrative requirements under the laws of the state in which the Financed
Vehicle is located, to perfect a security interest in the related Financed
Vehicle in favor of the Trust, the Servicer hereby agrees that AmeriCredit's
designation as the secured party on the certificate of title is in its capacity
as Servicer as agent of the Trust.

      (b) Upon the occurrence of a Servicer Termination Event, the Trust
Collateral Agent and the Servicer shall take or cause to be taken such action as
may, in the opinion of counsel to the Majority Noteholders, be necessary to
perfect or re-perfect the security interests in the Financed Vehicles securing
the Receivables in the name of the Trust by amending the title documents of such
Financed Vehicles or by such other reasonable means as may, in the opinion of
counsel to the Majority Noteholders, be necessary or prudent.

      AmeriCredit hereby agrees to pay all expenses related to such perfection
or reperfection and to take all action necessary therefor. AmeriCredit hereby
appoints the Trust Collateral Agent as its attorney-in-fact to take any and all
steps required to be performed by AmeriCredit pursuant to this Section 4.5(b)
(it being understood that and agreed that the Trust Collateral Agent shall have
no obligation to take such steps with respect to all perfection or reperfection,
except as pursuant to the Basic Documents to which it is a party and to which
AmeriCredit has


                                       28
<PAGE>

paid all expenses), including execution of certificates of title or any other
documents in the name and stead of AmeriCredit, and the Trust Collateral Agent
hereby accepts such appointment.

      SECTION 4.6. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SERVICER. By
its execution and delivery of this Agreement, the Servicer makes the following
representations, warranties and covenants on which the Trust Collateral Agent
relies in accepting the Receivables.

      (a)   The Servicer covenants as follows:

            (i) LIENS IN FORCE. The Financed Vehicle securing each Receivable
      shall not be released in whole or in part from the security interest
      granted by the Receivable, except upon payment in full of the Receivable
      or as otherwise contemplated herein;

            (ii) NO IMPAIRMENT. The Servicer shall do nothing to impair the
      rights of the Trust or the Noteholders in the Receivables, the Dealer
      Agreements, the Auto Loan Purchase and Sale Agreements, the Dealer
      Assignments, the Third-Party Lender Assignments, the Insurance Policies or
      the Other Conveyed Property except as otherwise expressly provided herein;

            (iii) NO AMENDMENTS. The Servicer shall not extend or otherwise
      amend the terms of any Receivable, except in accordance with Section 4.2;
      and

            (iv) RESTRICTIONS ON LIENS. The Servicer shall not (i) create, incur
      or suffer to exist, or agree to create, incur or suffer to exist, or
      consent to cause or permit in the future (upon the happening of a
      contingency or otherwise) the creation, incurrence or existence of any
      Lien or restriction on transferability of the Receivables except for the
      Lien in favor of the Trust Collateral Agent for the benefit of the
      Noteholders and the restrictions on transferability imposed by this
      Agreement or (ii) sign or file under the Uniform Commercial Code of any
      jurisdiction any financing statement which names AmeriCredit or the
      Servicer as a debtor, or sign any security agreement authorizing any
      secured party thereunder to file such financing statement, with respect to
      the Receivables, except in each case any such instrument solely securing
      the rights and preserving the Lien of the Trust Collateral Agent, for the
      benefit of the Noteholders.

      (b) The Servicer represents, warrants and covenants as of the Closing Date
as to itself that the representations and warranties set forth on the Schedule
of Representations attached hereto as Schedule B are true and correct, PROVIDED
that such representations and warranties contained therein and herein shall not
apply to any entity other than AmeriCredit.

      SECTION 4.7. PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT. Upon
discovery by any of the Servicer, a Responsible Officer of the Trust Collateral
Agent, the Owner Trustee or a Responsible Officer of the Trustee of a breach of
any of the covenants set forth in Sections 4.5(a) or 4.6(a), the party
discovering such breach shall give prompt written notice to the others;
PROVIDED, HOWEVER, that the failure to give any such notice shall not affect any
obligation of AmeriCredit as Servicer under this Section. As of the second
Accounting Date following its discovery or receipt of notice of any breach of
any covenant set forth in Sections 4.5(a) or 4.6(a) which materially and
adversely affects the interests of the Noteholders in any Receivable


                                       29
<PAGE>

(including any Liquidated Receivable) (or, at AmeriCredit's election, the first
Accounting Date so following) or the related Financed Vehicle, AmeriCredit
shall, unless such breach shall have been cured in all material respects,
purchase from the Trust the Receivable affected by such breach and, on the
related Determination Date, AmeriCredit shall pay the related Purchase Amount.
It is understood and agreed that the obligation of AmeriCredit to purchase any
Receivable (including any Liquidated Receivable) with respect to which such a
breach has occurred and is continuing shall, if such obligation is fulfilled,
constitute the sole remedy against AmeriCredit for such breach available to the
Noteholders, the Owner Trustee or the Trust Collateral Agent; PROVIDED, HOWEVER,
that AmeriCredit shall indemnify the Trust, the Backup Servicer, the Owner
Trustee, the Trust Collateral Agent, the Trustee and the Noteholders from and
against all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel, which may be asserted against or
incurred by any of them as a result of third party claims arising out of the
events or facts giving rise to such breach. This section shall survive the
termination of this Agreement and the earlier removal or resignation of the
Trustee and/or the Trust Collateral Agent and/or the Backup Servicer.

      SECTION 4.8. TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY Servicer.
On each Distribution Date, the Servicer shall be entitled to receive out of the
Collection Account the Base Servicing Fee and any Supplemental Servicing Fee for
the related Collection Period (together, the "SERVICING FEE") pursuant to
Section 5.7. The Servicer shall be required to pay all expenses incurred by it
in connection with its activities under this Agreement (including taxes imposed
on the Servicer, expenses incurred in connection with distributions and reports
made by the Servicer to the Noteholders and all other fees and expenses of the
Owner Trustee, the Backup Servicer, the Trust Collateral Agent or the Trustee,
except taxes levied or assessed against the Trust, and claims against the Trust
in respect of indemnification, which taxes and claims in respect of
indemnification against the Trust are expressly stated to be for the account of
AmeriCredit). The Servicer shall be liable for the fees and expenses of the
Owner Trustee, the Backup Servicer, the Trust Collateral Agent, the Trustee, the
Custodian, the Lockbox Bank (and any fees under the Lockbox Agreement) and the
Independent Accountants. Notwithstanding the foregoing, if the Servicer shall
not be AmeriCredit, a successor to AmeriCredit as Servicer including the Backup
Servicer permitted by Section 9.3 shall not be liable for taxes levied or
assessed against the Trust or claims against the Trust in respect of
indemnification, or the fees and expenses referred to above.

      SECTION 4.9. SERVICER'S CERTIFICATE.

      No later than 10:00 am. Eastern time on each Determination Date, the
Servicer shall deliver (facsimile delivery being acceptable) to the Trustee, the
Owner Trustee, the Trust Collateral Agent, the Backup Servicer and each Rating
Agency a Servicer's Certificate executed by a Responsible Officer of the
Servicer containing among other things, (i) all information necessary to enable
the Trust Collateral Agent to make any withdrawal and deposit required by
Section 5.5, (ii) a listing of all Purchased Receivables and Administrative
Receivables purchased as of the related Accounting Date, identifying the
Receivables so purchased, (iii) all information necessary to enable the Trust
Collateral Agent to send the statements to Noteholders required by Section 5.9,
and (iv) all information necessary to enable the Trust Collateral Agent to
reconcile the aggregate cash flows, the Collection Account for the related
Collection Period and Distribution Date, including the accounting required by
Section 5.9. Receivables purchased by


                                       30
<PAGE>

the Servicer or by the Seller on the related Accounting Date and each Receivable
which became a Liquidated Receivable or which was paid in full during the
related Collection Period shall be identified by account number (as set forth in
the Schedule of Receivables).

      SECTION 4.10. ANNUAL STATEMENT AS TO COMPLIANCE, NOTICE OF SERVICER
TERMINATION EVENT.

      (a) The Servicer shall deliver to the Trustee, the Owner Trustee, the
Trust Collateral Agent, the Backup Servicer and each Rating Agency, on or before
October 31 (or 120 days after the end of the Servicer's fiscal year, if other
than June 30) of each year, beginning on October 31, 2002, an officer's
certificate signed by any Responsible Officer of the Servicer, dated as of June
30 (or other applicable date) of such year, stating that (i) a review of the
activities of the Servicer during the preceding 12-month period (or such other
period as shall have elapsed from the Closing Date to the date of the first such
certificate (which period shall not be less than six months)) and of its
performance under this Agreement has been made under such officer's supervision,
and (ii) to such officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such period, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof.

      (b) The Servicer shall deliver to the Trustee, the Owner Trustee, the
Trust Collateral Agent, the Backup Servicer and each Rating Agency, promptly
after having obtained knowledge thereof, but in no event later than two (2)
Business Days thereafter, written notice in an officer's certificate of any
event which with the giving of notice or lapse of time, or both, would become a
Servicer Termination Event under Section 9.1(a). The Seller or the Servicer
shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the
Backup Servicer, the Servicer or the Seller (as applicable) and each Rating
Agency promptly after having obtained knowledge thereof, but in no event later
than two (2) Business Days thereafter, written notice in an officer's
certificate of any event which with the giving of notice or lapse of time, or
both, would become a Servicer Termination Event under any other clause of
Section 9.1.

      SECTION 4.11. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT. The Servicer shall
cause a firm of nationally recognized independent certified public accountants
(the "INDEPENDENT ACCOUNTANTS"), who may also render other services to the
Servicer or to the Seller, to deliver to the Trustee, the Owner Trustee, the
Trust Collateral Agent, the Backup Servicer and each Rating Agency, on or before
October 31 (or 120 days after the end of the Servicer's fiscal year, if other
than June 30) of each year, beginning on October 31, 2002, with respect to the
twelve months ended the immediately preceding June 30 (or other applicable date)
(or such other period as shall have elapsed from the Closing Date to the date of
such certificate (which period shall not be less than six months)), a statement
(the "ACCOUNTANTS' REPORT") addressed to the Board of Directors of the Servicer,
to the Trustee, the Owner Trustee, the Trust Collateral Agent and the Backup
Servicer, to the effect that such firm has audited the books and records of
AmeriCredit Corp., in which the Servicer is included as a consolidated
subsidiary, and issued its report thereon in connection with the audit report on
the consolidated financial statements of AmeriCredit Corp. and that (1) such
audit was made in accordance with generally accepted auditing standards, and
accordingly included such tests of the accounting records and such other
auditing procedures as such firm considered necessary in the circumstances; (2)
the firm is independent of the Seller and


                                       31
<PAGE>

the Servicer within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants, and (3) includes a report on
the application of agreed upon procedures to three randomly selected Servicer's
Certificates including the delinquency, default and loss statistics required to
be specified therein noting whether any exceptions or errors in the Servicer's
Certificates were found.

      SECTION 4.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
RECEIVABLES. The Servicer shall provide to representatives of the Trustee, the
Owner Trustee, the Trust Collateral Agent and the Backup Servicer reasonable
access to the documentation regarding the Receivables. In each case, such access
shall be afforded without charge but only upon reasonable request and during
normal business hours. Nothing in this Section shall affect the obligation of
the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access as
provided in this Section as a result of such obligation shall not constitute a
breach of this Section.

      SECTION 4.13. MONTHLY TAPE. Not later than the seventh calendar day of
each month, the Servicer will deliver to the Trust Collateral Agent and the
Backup Servicer computer tape and a diskette (or any other electronic
transmission acceptable to the Trust Collateral Agent and the Backup Servicer)
in a format acceptable to the Trust Collateral Agent and the Backup Servicer
containing the information with respect to the Receivables as of the preceding
Accounting Date necessary for preparation of the Servicer's Certificate relating
to the immediately preceding Determination Date and necessary to review the
application of collections as provided in Section 5.4. The Backup Servicer shall
use such tape or diskette (or other electronic transmission acceptable to the
Trust Collateral Agent and the Backup Servicer) to (i) confirm that the
Servicer's Certificate is complete, (ii) confirm that such tape, diskette or
other electronic transmission is in readable form, (iii) verify the mathematical
accuracy of all calculations contained within the Servicer's Certificate and
(iv) calculate and confirm (A) the aggregate amount distributable as principal
on the related Distribution Date to each Class of Notes, (B) the aggregate
amount distributable as interest on the related Distribution Date to each Class
of Notes, (C) any amounts distributable on the related Distribution Date which
are to be paid with funds (x) withdrawn from the Reserve Account or (y) drawn
under the Guaranty, (D) the outstanding principal amount of each Class of Notes
after giving effect to all distributions made pursuant to clause (A), above, (E)
the Pool Factor for each Class of Notes after giving effect to all distributions
made pursuant to clause (A), above, and (F) the aggregate Noteholders' Principal
Carryover Amount and the aggregate Noteholders' Interest Carryover Amount on
such Distribution Date after giving effect to all distributions made pursuant to
clauses (A) and (B), above, respectively. The Backup Servicer shall certify to
the Trustee that it has verified the Servicer's Certificate in accordance with
this Section and shall notify the Servicer and the Trustee of any discrepancies,
in each case, on the last day of the month in which the tape or diskette was
received. In the event that the Backup Servicer reports any discrepancies, the
Servicer and the Backup Servicer shall attempt to reconcile such discrepancies
prior to the next succeeding Distribution Date, but in the absence of a
reconciliation, the Servicer's Certificate shall control for the purpose of
calculations and distributions with respect to the next succeeding Distribution
Date. In the event that the Backup Servicer and the Servicer are unable to
reconcile discrepancies with respect to a Servicer's Certificate by the next
succeeding Distribution Date, the Servicer shall cause the Independent
Accountants, at the Servicer's expense, to audit the Servicer's Certificate and,
prior to the last day of the month after the month in which such


                                       32
<PAGE>

Servicer's Certificate was delivered, reconcile the discrepancies. The effect,
if any, of such reconciliation shall be reflected in the Servicer's Certificate
for such next succeeding Determination Date. In addition, upon the occurrence of
a Servicer Termination Event the Servicer shall, if so requested by the Majority
Noteholders, deliver to the Backup Servicer its Collection Records and its
Monthly Records within 15 days after demand therefor and a computer tape
containing as of the close of business on the date of demand all of the data
maintained by the Servicer in computer format in connection with servicing the
Receivables. Other than the duties specifically set forth in this Agreement, the
Backup Servicer shall have no obligations hereunder, including, without
limitation, to supervise, verify, monitor or administer the performance of the
Servicer. The Backup Servicer shall have no liability for any actions taken or
omitted by the Servicer.

      SECTION 4.14. [RESERVED]

      SECTION 4.15. FIDELITY BOND AND ERRORS AND OMISSIONS POLICY. The Servicer
has obtained, and shall continue to maintain in full force and effect, a
Fidelity Bond and Errors and Omissions Policy of a type and in such amount as is
customary for servicers engaged in the business of servicing automobile
receivables.

                                   ARTICLE V

            TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS

      SECTION 5.1. ESTABLISHMENT OF TRUST ACCOUNTS.

      (a)   (i) The Trust Collateral Agent, on behalf of the Noteholders, shall
establish and maintain in its own name an Eligible Deposit Account (the
"COLLECTION ACCOUNT"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust Collateral Agent on
behalf of the Noteholders. The Collection Account shall initially be established
with the Trust Collateral Agent.

            (ii) The Trust Collateral Agent, on behalf of the Noteholders, shall
establish and maintain in its own name an Eligible Deposit Account (the "NOTE
DISTRIBUTION ACCOUNT"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust Collateral Agent on
behalf of the Noteholders. The Note Distribution Account shall initially be
established with the Trust Collateral Agent.

            (iii) The Trust Collateral Agent, on behalf of the Noteholders,
shall establish and maintain in its own name an Eligible Deposit Account (the
"RESERVE ACCOUNT"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Trust Collateral Agent on
behalf of the Noteholders. The Reserve Account shall initially be established
with the Trust Collateral Agent.

      (b)   Funds on deposit in the Collection Account, the Reserve Account and
the Note Distribution Account (collectively, the "TRUST ACCOUNTS") shall be
invested by the Trust Collateral Agent (or any custodian with respect to funds
on deposit in any such account) in Eligible Investments selected in writing by
the Servicer (pursuant to standing instructions or otherwise). All such Eligible
Investments shall be held by or on behalf of the Trust Collateral


                                       33
<PAGE>

Agent for the benefit of the Noteholders. Other than as permitted by the Rating
Agencies, funds on deposit in any Trust Account shall be invested in Eligible
Investments that will mature so that such funds will be available at the close
of business on the Business Day immediately preceding the following Distribution
Date. Funds deposited in a Trust Account on the day immediately preceding a
Distribution Date upon the maturity of any Eligible Investments are required to
be invested overnight. All Eligible Investments will be held to maturity.

      (c) All investment earnings of moneys deposited in each Trust Account
shall be deposited (or caused to be deposited) by the Trust Collateral Agent in
such Trust Account, and any loss resulting from such investments shall be
charged to such Trust Account. The Servicer will not direct the Trust Collateral
Agent to make any investment of any funds held in any of the Trust Accounts
unless the security interest granted and perfected in such account will continue
to be perfected in such investment, in either case without any further action by
any Person, and, in connection with any direction to the Trust Collateral Agent
to make any such investment, if requested by the Trust Collateral Agent, the
Servicer shall deliver to the Trust Collateral Agent an Opinion of Counsel,
acceptable to the Trust Collateral Agent, to such effect.

      (d) The Trust Collateral Agent shall not in any way be held liable by
reason of any insufficiency in any of the Trust Accounts resulting from any loss
on any Eligible Investment included therein except for losses attributable to
the Trust Collateral Agent's negligence or bad faith or its failure to make
payments on such Eligible Investments issued by the Trust Collateral Agent, in
its commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

      (e) If (i) the Servicer shall have failed to give investment directions in
writing for any funds on deposit in the Trust Accounts to the Trust Collateral
Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the
Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable, or, if such Notes shall have
been declared due and payable following an Event of Default, amounts collected
or receivable from the Trust Property are being applied as if there had not been
such a declaration; then the Trust Collateral Agent shall, to the fullest extent
practicable, invest and reinvest funds in the Trust Accounts in the investment
described in clause (g) of the definition of Eligible Investments.

      (f) (i) The Trust Collateral Agent shall possess all right, title and
interest in all funds on deposit from time to time in the Trust Accounts and in
all proceeds thereof (excluding all Investment Earnings in the Collection
Account) and all such funds, investments, proceeds and income shall be part of
the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts
shall be under the sole dominion and control of the Trust Collateral Agent for
the benefit of the Noteholders. If, at any time, any of the Trust Accounts
ceases to be an Eligible Deposit Account, the Trust Collateral Agent (or the
Servicer on its behalf) shall within five Business Days (or such longer period
as to which each Rating Agency may consent) establish a new Trust Account as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Trust Account. In connection with the foregoing, the Servicer agrees
that, in the event that any of the Trust Accounts are not accounts with the
Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in
writing promptly upon any of such Trust Accounts ceasing to be an Eligible
Deposit Account.


                                       34
<PAGE>

            (ii)  With respect to the Trust Account Property, the Trust
Collateral Agent agrees that:

                  (A) any Trust Account Property that is held in deposit
            accounts shall be held solely in the Eligible Deposit Accounts; and,
            except as otherwise provided herein, each such Eligible Deposit
            Account shall be subject to the exclusive custody and control of the
            Trust Collateral Agent, and the Trust Collateral Agent shall have
            sole signature authority with respect thereto;

                  (B) any Trust Account Property that constitutes Physical
            Property shall be delivered to the Trust Collateral Agent in
            accordance with paragraph (a) of the definition of "Delivery" and
            shall be held, pending maturity or disposition, solely by the Trust
            Collateral Agent or a financial intermediary (as such term is
            defined in Section 8-313(4) of the UCC) acting solely for the Trust
            Collateral Agent;

                  (C) any Trust Account Property that is a book-entry security
            held through the Federal Reserve System pursuant to Federal
            book-entry regulations shall be delivered in accordance with
            paragraph (b) of the definition of "Delivery" and shall be
            maintained by the Trust Collateral Agent, pending maturity or
            disposition, through continued book-entry registration of such Trust
            Account Property as described in such paragraph; and

                  (D) any Trust Account Property that is an "uncertificated
            security" under Article 8 of the UCC and that is not governed by
            clause (C) above shall be delivered to the Trust Collateral Agent in
            accordance with paragraph (c) of the definition of "Delivery" and
            shall be maintained by the Trust Collateral Agent, pending maturity
            or disposition, through continued registration of the Trust
            Collateral Agent's (or its nominee's) ownership of such security.

            (g) The Servicer shall have the power to instruct the Trust
      Collateral Agent to make withdrawals and payments from the Trust Accounts
      for the purpose of permitting the Servicer and the Trust Collateral Agent
      to carry out its respective duties hereunder.

      SECTION 5.2. [RESERVED]

      SECTION 5.3. CERTAIN AMOUNTS TO THE SERVICER. The Servicer will be
entitled to be reimbursed from amounts on deposit in the Collection Account with
respect to a Collection Period for amounts previously deposited in the
Collection Account but later determined by the Servicer to have resulted from
mistaken deposits or postings or checks returned for insufficient funds. The
amount to be reimbursed hereunder shall be paid to the Servicer on the related
Distribution Date pursuant to Section 5.7(a)(i) upon certification by the
Servicer of such amounts and the provision of such information to the Trust
Collateral Agent. The Servicer will additionally be entitled to receive from
amounts on deposit in the Collection Account with respect to a Collection Period
any amounts paid by Borrowers that were collected in the Lockbox Account but
that do not relate to principal and interest payments due on the Receivables.

      SECTION 5.4. APPLICATION OF COLLECTIONS. All collections for the
Collection Period shall be applied by the Servicer as follows:


                                       35
<PAGE>

      With respect to each Receivable (other than a Purchased Receivable),
payments by or on behalf of the Obligor, (other than Supplemental Servicing Fees
with respect to such Receivable, to the extent collected) shall be applied to
interest and principal in accordance with the Simple Interest Method.

      All amounts collected that are payable to the Servicer as Supplemental
Servicing Fees hereunder shall be deposited in the Collection Account and paid
to the Servicer in accordance with Section 5.7(a).

      SECTION 5.5. DRAWS UNDER THE GUARANTY. In the event that the Servicer's
Certificate with respect to any Determination Date shall state that there is a
Guaranty Claim Amount then on the Determination Date immediately prior to the
related Distribution Date, the Trust Collateral Agent shall deliver to the Owner
Trustee, the Servicer and the Guarantor, by hand delivery or facsimile
transmission, a written notice (a "Guaranty Notice") specifying the Guaranty
Claim Amount, if any. Such Guaranty Notice shall direct the Guarantor to remit
such Guaranty Claim Amount to the Trust Collateral Agent for deposit in the
Collection Account. Any such amount so deposited shall not pass through the
distribution priorities of Section 5.7 hereof, but shall be remitted directly to
the holders of the Class E Notes.

      SECTION 5.6. ADDITIONAL DEPOSITS.

      (a) The Servicer and the Seller, as applicable, shall deposit or cause to
be deposited in the Collection Account on the Preliminary Determination Date on
which such obligations are due the aggregate Purchase Amount with respect to
Purchased Receivables. The proceeds of any purchase or sale of the assets of the
Trust described in Section 10.1 hereof shall be deposited in the Collection
Account.

      SECTION 5.7.DISTRIBUTIONS.

      (a) On each Distribution Date, the Trust Collateral Agent shall (based
solely on the information contained in the Servicer's Certificate delivered with
respect to the related Determination Date) apply or cause to be applied the sum
of (x) the Available Funds (after withdrawing amounts deposited in error and
Liquidation Proceeds relating to Purchased Receivables) for the related
Collection Period and (y) the Reserve Account Withdrawal Amount for such
Distribution Date (such sum, the "TOTAL AVAILABLE FUNDS") to make the following
distributions from the Collection Account in the listed order of priority:

            (i) to pay the monthly servicing fees to the servicer and, to the
      extent available, to pay to AmeriCredit any amounts paid by the Obligors
      during the preceding calendar month that did not relate to principal and
      interest payments due on the Receivables;

            (ii) to each of the Lockbox Banks, the Trustee, the Backup Servicer
      and the Owner Trustee, their respective accrued and unpaid trustees' fees
      and expenses and any accrued and unpaid fees and expenses of the Trust
      Collateral Agent (in each case, to the extent such fees have not been
      previously paid by the Servicer and PROVIDED that such fees shall not
      exceed (x) $100,000 in the aggregate in any calendar year to the Owner


                                       36
<PAGE>

      Trustee and (y) $200,000 in the aggregate in any calendar year to the
      Lockbox Banks, the Backup Servicer, the Trust Collateral Agent and the
      Trustee;

            (iii) to the Class A Noteholders, PARI PASSU, the Noteholders'
      Interest Distributable Amount for the Class A Notes for such Distribution
      Date;

            (iv) for distribution as provided in paragraph (b) below, the Class
      A Principal Parity Amount;

            (v) for distribution as provided in paragraph (b) below, any Matured
      Principal Shortfall on account of any Class of Class A Notes;

            (vi) to the Class B Noteholders, the Noteholders' Interest
      Distributable Amount for the Class B Notes for such Distribution Date;

            (vii) for distribution as provided in paragraph (b) below, the Class
      B Principal Parity Amount;

            (viii) for distribution as provided in paragraph (b) below, any
      Matured Principal Shortfall on account of the Class B Notes;

            (ix) to the Class C Noteholders, the Noteholders' Interest
      Distributable Amount for the Class C Notes for such Distribution Date;

            (x) for distribution as provided in paragraph (b) below, the Class C
      Principal Parity Amount;

            (xi) for distribution as provided in paragraph (b) below, any
      Matured Principal Shortfall on account of the Class C Notes;

            (xii) to the Class D Noteholders, the Noteholders' Interest
      Distributable Amount for the Class D Notes for such Distribution Date;

            (xiii) for distribution as provided in paragraph (b) below, the
      Class D Principal Parity Amount;

            (xiv) for distribution as provided in paragraph (b) below, any
      Matured Principal Shortfall on account of the Class D Notes;

            (xv) to the Class E Noteholders, the Noteholders' Interest
      Distributable Amount for the Class E Notes for such Distribution Date;

            (xvi) for distribution as provided in paragraph (b) below, the Class
      E Principal Parity Amount;

            (xvii) for distribution as provided in paragraph (b) below, any
      Matured Principal Shortfall on account of the Class E Notes;


                                       37
<PAGE>

            (xviii) for distribution as provided in paragraph (b) below, the
      Principal Distributable Amount;

            (xix) to the Reserve Account, the Reserve Account Deposit Amount for
      such Distribution Date;

            (xx) for distribution as provided in paragraph (b) below, the
      Accelerated Principal Amount;

            (xxi) to the Class E Noteholders, all remaining amounts, until the
      outstanding principal balance of the Class E Notes has been reduced to
      zero, or, if the Class E Notes are no longer outstanding, to the
      Certificateholders, the aggregate amount remaining in the Collection
      Account.

      (b) On each Distribution Date the Trust Collateral Agent shall apply or
cause to be applied the aggregate of the amounts described in clause (iv), (v),
(vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii), (xviii) and (xx) of
paragraph (a) above on that Distribution Date in the listed order of priority:

            (i) to the Class A-1 Noteholders in reduction of the remaining
      principal balance of the Class A-1 Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (ii) to the Class A-2 Noteholders in reduction of the remaining
      principal balance of the Class A-2 Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (iii) to the Class A-3 Noteholders in reduction of the remaining
      principal balance of the Class A-3 Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (iv) to the Class B Noteholders in reduction of the remaining
      principal balance of the Class B Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (v) to the Class C Noteholders in reduction of the remaining
      principal balance of the Class C Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (vi) to the Class D Noteholders in reduction of the remaining
      principal balance of the Class D Notes, until the outstanding principal
      balance thereof has been reduced to zero;

            (vii) to the Class E Noteholders in reduction of the remaining
      principal balance of the Class E Notes, until the outstanding principal
      balance thereof has been reduced to zero;


                                       38
<PAGE>

PROVIDED, HOWEVER, that, (A) following an acceleration of the Notes or, (B) the
receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in
the Note Distribution Account (including any such Insolvency Proceeds) shall be
paid to the Noteholders, pursuant to Section 5.6 of the Indenture.

      (c) In the event that the Collection Account is maintained with an
institution other than the Trust Collateral Agent, the Servicer shall instruct
and cause such institution to make all deposits and distributions pursuant to
Sections 5.7(a) and 5.7(b) on the related Distribution Date.

      (d) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Noteholder, such tax shall reduce the
amount otherwise distributable to the Noteholder in accordance with this
Section. The Trust Collateral Agent is hereby authorized and directed to retain
from amounts otherwise distributable to the Noteholders sufficient funds for the
payment of any tax attributable to the Trust (but such authorization shall not
prevent the Trust Collateral Agent from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to a Noteholder shall be treated as cash distributed to such Noteholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-US Noteholder), the
Trust Collateral Agent may in its sole discretion withhold such amounts in
accordance with this clause (c). In the event that a Noteholder wishes to apply
for a refund of any such withholding tax, the Trust Collateral Agent shall
reasonably cooperate with such Noteholder in making such claim so long as such
Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket
expenses (including legal fees and expenses) incurred.

      (e) Distributions required to be made to Noteholders on any Distribution
Date shall be made to each Noteholder of record on the preceding Record Date
either by (i) wire transfer, in immediately available funds, to the account of
such Holder at a bank or other entity having appropriate facilities therefor, if
such Noteholder shall have provided to the Note Registrar appropriate written
instructions at least five Business Days prior to such Distribution Date or (ii)
by check mailed to such Noteholder at the address of such holder appearing in
the Note Register if such Noteholder shall not have provided such instructions
to the Note Registrar. Notwithstanding the foregoing, the final distribution in
respect of any Note (whether on the Final Scheduled Distribution Date or
otherwise) will be payable only upon presentation and surrender of such Note at
the office or agency maintained for that purpose by the Note Registrar pursuant
to Section 2.4 of the Indenture.

      (f) Subject to Section 5.1 and this section, monies received by the Trust
Collateral Agent hereunder need not be segregated in any manner except to the
extent required by law and may be deposited under such general conditions as may
be prescribed by law, and the Trust Collateral Agent shall not be liable for any
interest thereon.


                                       39
<PAGE>

      SECTION 5.8.RESERVE ACCOUNT.

      (a)   (i) On the Closing Date, the Seller shall deposit the Specified
Reserve Balance into the Reserve Account. Amounts held from time to time in the
Reserve Account shall be held by the Trust Collateral Agent for the benefit of
the Noteholders.

            (ii) The Seller may, from time to time after the date hereof,
request each Rating Agency to approve a formula for determining the Specified
Reserve Balance that is different from the formula set forth herein, which may
result in a decrease in the amount of the Specified Reserve Balance or change
the manner by which the Reserve Account is funded. Notwithstanding any other
provision of this Agreement, if each Rating Agency then rating the Notes
notifies the Trust Collateral Agent and the Seller in writing that the use of
any such new formula, and any decrease in the amount of the Specified Reserve
Balance or change in the manner by which the Reserve Account is funded, will not
result in the qualification, reduction or withdrawal of its then current rating
of the Notes then the Specified Reserve Balance will be determined in accordance
with such new formula and this Agreement will be amended to reflect such new
formula without the consent of any Noteholder.

            (iii) On each Distribution Date (A) if the amount on deposit in the
Reserve Account (without taking into account any amount on deposit in the
Reserve Account representing net investment earnings) is less than the Specified
Reserve Balance, the Trust Collateral Agent shall, after payment of any amounts
required to be distributed pursuant to clauses (i) through (xviii) of Section
5.7(a) deposit in the Reserve Account the Reserve Account Deposit Amount
pursuant to Section 5.7(a)(xix), and (B) any amount on deposit in the Reserve
Account representing net investment earnings if the amount on deposit in the
Reserve Account (after giving effect to all other deposits thereto and
withdrawals therefrom to be made on such Distribution Date) is greater than the
Specified Reserve Balance, the Trust Collateral Agent shall distribute the
amount such excess as part of Available Funds on such Distribution Date.

      (b) On each Distribution Date, the Servicer shall instruct the Trust
Collateral Agent (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date) to withdraw the Reserve
Account Withdrawal Amount from the Reserve Account and deposit such amounts in
the Collection Account to be included as Total Available Funds for that
Distribution Date.

      (c) Amounts properly received by the Certificateholders pursuant to this
Agreement shall not be available to the Trust Collateral Agent or the Trust for
the purpose of making deposits to the Reserve Account, or making payments to the
Noteholders, nor shall the Certificateholders be required to refund any amount
properly received by it.

      SECTION 5.9.STATEMENTS TO NOTEHOLDERS.

      (a)   On or prior to each Distribution Date, the Trust Collateral Agent
shall provide each Noteholder of record (with a copy to the Rating Agencies) a
statement setting forth at least the following information as to the Notes to
the extent applicable:

            (i) the amount of such distribution allocable to principal of each
      Class of Notes;


                                       40
<PAGE>

            (ii) the amount of such distribution allocable to interest on or
      with respect to each Class of Notes;

            (iii) the amount of such distribution payable out of amounts
      withdrawn from the Reserve Account or pursuant to a draw under the
      Guaranty;

            (iv) the Pool Balance as of the close of business on the last day of
      the preceding Collection Period;

            (v) the aggregate outstanding principal amount of each Class of the
      Notes and the Note Pool Factor for each such Class after giving effect to
      payments allocated to principal reported under (i) above;

            (vi) the amount of the Servicing Fee paid to the Servicer with
      respect to the related Collection Period and/or due but unpaid with
      respect to such Collection Period or prior Collection Periods, as the case
      may be;

            (vii) the Noteholders' Interest Carryover Amount and the
      Noteholders' Principal Carryover Amount;

            (viii) the amount of the aggregate Realized Losses, if any, for the
      second preceding Collection Period; and

            (ix) the aggregate Purchase Amounts for Receivables, if any, that
      were repurchased in such period.

Each amount set forth pursuant to paragraph (i), (ii), (iii), (vi) and (vii)
above shall be expressed as a dollar amount per $1,000 of the initial principal
balance of the Notes (or Class thereof).

      (b)   The Trust Collateral Agent will make the statements referred to in
Section 5.9(a) above (and, at its option, any additional files containing the
same information in an alternative format) available each month via the Trust
Collateral Agent's internet website, which is presently located at
www.abs.bankone.com. Persons that are entitled to receive such statements but
are unable to use the above website are entitled to have a paper copy mailed to
them via first class mail by calling the Trust Collateral Agent at (614)
244-9356. The Trust Collateral Agent shall have the right to change the way the
statements referred to in Section 5.9(a) above are distributed in order to make
such distribution more convenient and/or more accessible to the parties entitled
to receive such statements. The Trust Collateral Agent shall provide
notification of any such change to all parties entitled to receive such
statements in the manner described in Section 12.3 hereof, Section 11.4 of the
Indenture or Section 11.5 of the Indenture, as appropriate.

                                   ARTICLE VI

                                   [RESERVED]


                                       41
<PAGE>

                                  ARTICLE VII

                                   THE SELLER

      SECTION 7.1. REPRESENTATIONS OF SELLER. The Seller makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables and on which the Trustee, the Trust Collateral Agent and Backup
Servicer may rely. The representations speak as of the execution and delivery of
this Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the
Indenture.

      (a) SCHEDULE OF REPRESENTATIONS. The representations and warranties set
forth on the Schedule of Representations attached hereto as Schedule B are true
and correct.

      (b) ORGANIZATION AND GOOD STANDING. The Seller has been duly organized and
is validly existing as a corporation in good standing under the laws of the
State of Nevada, with power and authority to own its properties and to conduct
its business as such properties are currently owned and such business is
currently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire, own and sell the Receivables and the Other
Conveyed Property transferred to the Trust.

      (c) DUE QUALIFICATION. The Seller is duly qualified to do business as a
foreign corporation in good standing and has obtained all necessary licenses and
approvals in all jurisdictions where the failure to do so would materially and
adversely affect Seller's ability to transfer the Receivables and the Other
Conveyed Property to the Trust pursuant to this Agreement, or the validity or
enforceability of the Receivables and the Other Conveyed Property or to perform
Seller's obligations hereunder and under the Seller's Basic Documents.

      (d) POWER AND AUTHORITY. The Seller has the power and authority to execute
and deliver this Agreement and its Basic Documents and to carry out its terms
and their terms, respectively; the Seller has full power and authority to sell
and assign the Receivables and the Other Conveyed Property to be sold and
assigned to and deposited with the Trust by it and has duly authorized such sale
and assignment to the Trust by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the Seller's Basic
Documents have been duly authorized by the Seller by all necessary corporate
action.

      (e) VALID SALE, BINDING OBLIGATIONS. This Agreement effects a valid sale,
transfer and assignment of the Receivables and the Other Conveyed Property,
enforceable against the Seller and creditors of and purchasers from the Seller;
and this Agreement and the Seller's Basic Documents, when duly executed and
delivered, shall constitute legal, valid and binding obligations of the Seller
enforceable in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by equitable
limitations on the availability of specific remedies, regardless of whether such
enforceability is considered in a proceeding in equity or at law.


                                       42
<PAGE>

      (f) NO VIOLATION. The consummation of the transactions contemplated by
this Agreement and the Basic Documents and the fulfillment of the terms of this
Agreement and the Basic Documents shall not conflict with, result in any breach
of any of the terms and provisions of or constitute (with or without notice,
lapse of time or both) a default under the certificate of incorporation or
by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or
other instrument to which the Seller is a party or by which it is bound, or
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement, mortgage, deed of trust
or other instrument, other than this Agreement, or violate any law, order, rule
or regulation applicable to the Seller of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Seller or any of its properties.

      (g) NO PROCEEDINGS. There are no proceedings or investigations pending or,
to the Seller's knowledge, threatened against the Seller, before any court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality having jurisdiction over the Seller or its properties (A)
asserting the invalidity of this Agreement or any of the Basic Documents, (B)
seeking to prevent the issuance of the Securities or the consummation of any of
the transactions contemplated by this Agreement or any of the Basic Documents,
(C) seeking any determination or ruling that might materially and adversely
affect the performance by the Seller of its obligations under, or the validity
or enforceability of, this Agreement or any of the Basic Documents, or (D)
seeking to adversely affect the federal income tax or other federal, state or
local tax attributes of the Securities.

      (h) TRUE SALE. The Receivables are being transferred with the intention of
removing them from the Seller's estate pursuant to Section 541 of the Bankruptcy
Code, as the same may be amended from time to time.

      (i) CHIEF EXECUTIVE OFFICE. The chief executive office of the Seller is at
639 Isbell Rd., Suite 390 Reno, Nevada 89509.

      SECTION 7.2.CORPORATE EXISTENCE.

      (a) During the term of this Agreement, the Seller will keep in full force
and effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Agreement, the Basic Documents and each other instrument or agreement necessary
or appropriate to the proper administration of this Agreement and the
transactions contemplated hereby.

      (b) During the term of this Agreement, the Seller shall observe the
applicable legal requirements for the recognition of the Seller as a legal
entity separate and apart from its Affiliates, including as follows:

            (i) the Seller shall maintain corporate records and books of account
      separate from those of its Affiliates;


                                       43
<PAGE>

            (ii) except as otherwise provided in this Agreement, the Seller
      shall not commingle its assets and funds with those of its Affiliates;

            (iii) the Seller shall hold such appropriate meetings of its Board
      of Directors as are necessary to authorize all the Seller's corporate
      actions required by law to be authorized by the Board of Directors, shall
      keep minutes of such meetings and of meetings of its stockholder(s) and
      observe all other customary corporate formalities (and any successor
      Seller not a corporation shall observe similar procedures in accordance
      with its governing documents and applicable law);

            (iv) the Seller shall at all times hold itself out to the public
      under the Seller's own name as a legal entity separate and distinct from
      its Affiliates; and

            (v) all transactions and dealings between the Seller and its
      Affiliates will be conducted on an arm's-length basis.

      SECTION 7.3. LIABILITY OF SELLER; INDEMNITIES. The Seller shall be liable
in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.

      (a) The Seller shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Trust, the Trustee, Backup Servicer and the Trust Collateral
Agent and its officers, directors, employees and agents from and against any
taxes that may at any time be asserted against any such Person with respect to
the transactions contemplated in this Agreement and any of the Basic Documents
(except any income taxes arising out of fees paid to the Owner Trustee, the
Trust Collateral Agent and the Trustee and except any taxes to which the Owner
Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to,
without regard to the transactions contemplated hereby), including any sales,
gross receipts, general corporation, tangible personal property, privilege or
license taxes (but, in the case of the Issuer, not including any taxes asserted
with respect to, federal or other income taxes arising out of distributions on
the Notes) and costs and expenses in defending against the same.

      (b) The Seller shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Trustee, Backup Servicer and the Trust Collateral Agent and
the officers, directors, employees and agents thereof and the Noteholders from
and against any loss, liability or expense incurred by reason of (i) the
Seller's willful misfeasance, bad faith or negligence in the performance of its
duties under this Agreement, or by reason of reckless disregard of its
obligations and duties under this Agreement and (ii) the Seller's or the
Issuer's violation of federal or state securities laws in connection with the
offering and sale of the Notes.

      (c) The Seller shall indemnify, defend and hold harmless the Owner
Trustee, Trustee, Trust Collateral Agent and Backup Servicer and the officers,
directors, employees and agents thereof from and against any and all costs,
expenses, losses, claims, damages and liabilities arising out of, or incurred in
connection with the acceptance or performance of the trusts and duties set forth
herein and in the Basic Documents except to the extent that such cost, expense,
loss, claim, damage or liability shall be due to the willful misfeasance, bad
faith or negligence


                                       44
<PAGE>

(except for errors in judgment) of the Owner Trustee, Trustee, Trust Collateral
Agent and Backup Servicer respectively.

      Indemnification under this Section shall survive the resignation or
removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the
termination of this Agreement or the Indenture or the Trust Agreement, as
applicable, and shall include reasonable fees and expenses of counsel and other
expenses of litigation. If the Seller shall have made any indemnity payments
pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter shall collect any of such amounts from others, such Person
shall promptly repay such amounts to the Seller, without interest.

      SECTION 7.4. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
OF, SELLER. Any Person (a) into which the Seller may be merged or consolidated,
(b) which may result from any merger or consolidation to which the Seller shall
be a party or (c) which may succeed to the properties and assets of the Seller
substantially as a whole, which Person in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Seller under this
Agreement, shall be the successor to the Seller hereunder without the execution
or filing of any document or any further act by any of the parties to this
Agreement; PROVIDED, HOWEVER, that (i) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.1 shall
have been breached and no Servicer Termination Event, and no event which, after
notice or lapse of time, or both, would become a Servicer Termination Event
shall have happened and be continuing, (ii) the Seller shall have delivered to
the Owner Trustee, the Trust Collateral Agent and the Trustee an Officers'
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement of assumption comply with this Section
and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, (iii) the Rating Agency
Condition shall have been satisfied with respect to such transaction and (iv)
the Seller shall have delivered to the Owner Trustee, the Trust Collateral
Agent, the Backup Servicer and the Trustee an Opinion of Counsel stating that,
in the opinion of such counsel, either (A) all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to preserve and protect the interest of the Trust Collateral
Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and
reciting the details of such filings or (B) no such action shall be necessary to
preserve and protect such interest. Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (i), (ii), (iii) and (iv) above shall be conditions to the
consummation of the transactions referred to in clauses (a), (b) or (c) above.

      SECTION 7.5.LIMITATION ON LIABILITY OF SELLER AND OTHERS. The Seller and
any director or officer or employee or agent of the Seller may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
under any Basic Document. The Seller shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its
obligations under this Agreement, and that in its opinion may involve it in any
expense or liability.

      SECTION 7.6.OWNERSHIP OF THE CERTIFICATES OR NOTES. The Seller and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates


                                       45
<PAGE>

or Notes with the same rights as it would have if it were not the Seller or an
Affiliate thereof, except as expressly provided herein or in any Basic Document.
Notes or Certificates so owned by the Seller or such Affiliate shall have an
equal and proportionate benefit under the provisions of the Basic Documents,
without preference, priority, or distinction as among all of the Notes or
Certificates; PROVIDED, HOWEVER, that any Notes or Certificates owned by the
Seller or any Affiliate thereof, during the time such Notes or Certificates are
owned by them, shall be without voting rights for any purpose set forth in the
Basic Documents.

                                  ARTICLE VIII

                                  THE SERVICER

      SECTION 8.1.REPRESENTATIONS OF SERVICER. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Trustee pursuant to the
Indenture.

            (i) REPRESENTATIONS AND WARRANTIES. The representations and
      warranties set forth on the Schedule of Representations attached hereto as
      Schedule B are true and correct, PROVIDED that such representations and
      warranties contained therein and herein shall not apply to any entity
      other than AmeriCredit;

            (ii) ORGANIZATION AND GOOD STANDING. The Servicer has been duly
      organized and is validly existing and in good standing under the laws of
      its jurisdiction of organization, with power, authority and legal right to
      own its properties and to conduct its business as such properties are
      currently owned and such business is currently conducted, and had at all
      relevant times, and now has, power, authority and legal right to enter
      into and perform its obligations under this Agreement;

            (iii) DUE QUALIFICATION. The Servicer is duly qualified to do
      business as a foreign corporation in good standing and has obtained all
      necessary licenses and approvals, in all jurisdictions in which the
      ownership or lease of property or the conduct of its business (including
      the servicing of the Receivables as required by this Agreement) requires
      or shall require such qualification;

            (iv) POWER AND AUTHORITY. The Servicer has the power and authority
      to execute and deliver this Agreement and its Basic Documents and to carry
      out its terms and their terms, respectively, and the execution, delivery
      and performance of this Agreement and the Servicer's Basic Documents have
      been duly authorized by the Servicer by all necessary corporate action;

            (v) BINDING OBLIGATION. This Agreement and the Servicer's Basic
      Documents shall constitute legal, valid and binding obligations of the
      Servicer enforceable in accordance with their respective terms, except as
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      or other similar laws affecting the enforcement of creditors' rights
      generally and by equitable limitations on the availability of specific


                                       46
<PAGE>


      remedies, regardless of whether such enforceability is considered in a
      proceeding in equity or at law;

            (vi) NO VIOLATION. The consummation of the transactions contemplated
      by this Agreement and the Servicer's Basic Documents, and the fulfillment
      of the terms of this Agreement and the Servicer's Basic Documents, shall
      not conflict with, result in any breach of any of the terms and provisions
      of, or constitute (with or without notice or lapse of time) a default
      under, the articles of incorporation or bylaws of the Servicer, or any
      indenture, agreement, mortgage, deed of trust or other instrument to which
      the Servicer is a party or by which it is bound, or result in the creation
      or imposition of any Lien upon any of its properties pursuant to the terms
      of any such indenture, agreement, mortgage, deed of trust or other
      instrument, other than this Agreement, or violate any law, order, rule or
      regulation applicable to the Servicer of any court or of any federal or
      state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Servicer or any of its
      properties; (VII) NO PROCEEDINGS. There are no proceedings or
      investigations pending or, to the Servicer's knowledge, threatened against
      the Servicer, before any court, regulatory body, administrative agency or
      other tribunal or governmental instrumentality having jurisdiction over
      the Servicer or its properties (A) asserting the invalidity of this
      Agreement or any of the Basic Documents, (B) seeking to prevent the
      issuance of the Securities or the consummation of any of the transactions
      contemplated by this Agreement or any of the Basic Documents, or (C)
      seeking any determination or ruling that might materially and adversely
      affect the performance by the Servicer of its obligations under, or the
      validity or enforceability of, this Agreement or any of the Basic
      Documents or (D) seeking to adversely affect the federal income tax or
      other federal, state or local tax attributes of the Securities;

            (viii) NO CONSENTS. The Servicer is not required to obtain the
      consent of any other party or any consent, license, approval or
      authorization, or registration or declaration with, any governmental
      authority, bureau or agency in connection with the execution, delivery,
      performance, validity or enforceability of this Agreement which has not
      already been obtained.

      SECTION 8.2.LIABILITY OF SERVICER; INDEMNITIES.

      (a) The Servicer (in its capacity as such) shall be liable hereunder only
to the extent of the obligations in this Agreement specifically undertaken by
the Servicer and the representations made by the Servicer.

      (b) The Servicer shall defend, indemnify and hold harmless the Trust, the
Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer,
their respective officers, directors, agents and employees, and the Noteholders
from and against any and all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel and expenses of
litigation arising out of or resulting from the use, ownership or operation by
the Servicer or any Affiliate thereof of any Financed Vehicle;


                                       47
<PAGE>

      (c) The Servicer (when the Servicer is AmeriCredit) shall indemnify,
defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the
Owner Trustee, the Backup Servicer, their respective officers, directors, agents
and employees and the Noteholders from and against any taxes that may at any
time be asserted against any of such parties with respect to the transactions
contemplated in this Agreement, including, without limitation, any sales, gross
receipts, tangible or intangible personal property, privilege or license taxes
(but not including any federal or other income taxes, including franchise taxes
asserted with respect to, and as of the date of, the sale of the Receivables and
the Other Conveyed Property to the Trust or the issuance and original sale of
the Securities) and costs and expenses in defending against the same;

      The Servicer (when the Servicer is not AmeriCredit) shall indemnify,
defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the
Owner Trustee, the Backup Servicer, their respective officers, directors, agents
and employees and the Noteholders from and against any taxes with respect to the
sale of Receivables in connection with servicing hereunder that may at any time
be asserted against any of such parties with respect to the transactions
contemplated in this Agreement, including, without limitation, any sales, gross
receipts, tangible or intangible personal property, privilege or license taxes
(but not including any federal or other income taxes, including franchise taxes
asserted with respect to, and as of the date of, the sale of the Receivables and
the Other Conveyed Property to the Trust or the issuance and original sale of
the Securities) and costs and expenses in defending against the same; and

      (d) The Servicer shall indemnify, defend and hold harmless the Trust, the
Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer,
their respective officers, directors, agents and employees and the Noteholders
from and against any and all costs, expenses, losses, claims, damages, and
liabilities to the extent that such cost, expense, loss, claim, damage, or
liability arose out of, or was imposed upon the Trust, the Trustee, the Owner
Trustee, the Trust Collateral Agent, the Backup Servicer or the Noteholders by
reason of the breach of this Agreement by the Servicer, the negligence,
misfeasance, or bad faith of the Servicer in the performance of its duties under
this Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement.

      (e) AmeriCredit shall indemnify, defend and hold harmless the Trust, the
Trustee, the Trust Collateral Agent, the Owner Trustee, the Backup Servicer,
their respective officers, directors, agents and employees and the Noteholders
from and against any loss, liability or expense incurred by reason of the
violation by Servicer or Seller of federal or state securities laws in
connection with the registration or the sale of the Securities. This section
shall survive the termination of this Agreement, or the earlier removal or
resignation of the Trustee, Trust Collateral Agent or the Backup Servicer.

      (f) AmeriCredit shall indemnify the Trustee, the Owner Trustee, the Trust
Collateral Agent and the Backup Servicer, and the respective officers,
directors, agents and employees thereof against any and all loss, liability or
expense, (other than overhead and expenses incurred in the normal course of
business) incurred by each of them in connection with the acceptance or
administration of the Trust and the performance of their duties under the Basic
Documents other than if such loss, liability or expense was incurred by the
Trustee, the Owner Trustee or the Trust Collateral Agent as a result of any such
entity's willful misconduct, bad faith or negligence.


                                       48
<PAGE>

      (g) Indemnification under this Article shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation. If the
Servicer has made any indemnity payments pursuant to this Article and the
recipient thereafter collects any of such amounts from others, the recipient
shall promptly repay such amounts collected to the Servicer, without interest.

      SECTION 8.3. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
OF THE SERVICER OR BACKUP SERVICER.

      (a) AmeriCredit shall not merge or consolidate with any other person,
convey, transfer or lease substantially all its assets as an entirety to another
Person, or permit any other Person to become the successor to AmeriCredit's
business unless, after the merger, consolidation, conveyance, transfer, lease or
succession, the successor or surviving entity shall be capable of fulfilling the
duties of AmeriCredit contained in this Agreement and shall be acceptable to the
Majority Noteholders, and shall be an Eligible Servicer. Any corporation (i)
into which AmeriCredit may be merged or consolidated, (ii) resulting from any
merger or consolidation to which AmeriCredit shall be a party, (iii) which
acquires by conveyance, transfer, or lease substantially all of the assets of
AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the
foregoing cases shall execute an agreement of assumption to perform every
obligation of AmeriCredit under this Agreement and, whether or not such
assumption agreement is executed, shall be the successor to AmeriCredit under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties to this Agreement, anything in this Agreement
to the contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained
herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit
shall provide notice of any merger, consolidation or succession pursuant to this
Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and
each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge
or consolidate with any other Person or permit any other Person to become a
successor to AmeriCredit's business, unless (x) immediately after giving effect
to such transaction, no representation or warranty made pursuant to Section 4.6
shall have been breached (for purposes hereof, such representations and
warranties shall speak as of the date of the consummation of such transaction),
(y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral
Agent, Trustee, Backup Servicer and the Rating Agencies an Officer's Certificate
and an Opinion of Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with this Section and that
all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with, and (z) AmeriCredit shall have
delivered to the Owner Trustee, the Trust Collateral Agent and the Rating
Agencies an Opinion of Counsel, stating in the opinion of such counsel, either
(A) all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary to preserve and protect the
interest of the Trust in the Receivables and the Other Conveyed Property and
reciting the details of the filings or (B) no such action shall be necessary to
preserve and protect such interest.

      (b) Any corporation (i) into which the Backup Servicer may be merged or
consolidated, (ii) resulting from any merger or consolidation to which the
Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer
or lease substantially all of the assets of the Backup Servicer, or (iv)
succeeding to the business of the Backup Servicer, in any of the foregoing cases
shall execute an agreement of assumption to perform every obligation of the


                                       49
<PAGE>

Backup Servicer under this Agreement and, whether or not such assumption
agreement is executed, shall be the successor to the Backup Servicer under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall
be deemed to release the Backup Servicer from any obligation.

      SECTION 8.4.LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER AND
OTHERS.

      (a) Neither AmeriCredit, the Backup Servicer nor any of the directors or
officers or employees or agents of AmeriCredit or Backup Servicer shall be under
any liability to the Trust or the Noteholders, except as provided in this
Agreement, for any action taken or for refraining from the taking of any action
pursuant to this Agreement; PROVIDED, HOWEVER, that this provision shall not
protect AmeriCredit, the Backup Servicer or any such person against any
liability that would otherwise be imposed by reason of a breach of this
Agreement or willful misfeasance, bad faith or negligence (excluding errors in
judgment) in the performance of duties; PROVIDED, FURTHER, that this provision
shall not affect any liability to indemnify the Trust Collateral Agent and the
Owner Trustee for costs, taxes, expenses, claims, liabilities, losses or damages
paid by the Trust Collateral Agent and the Owner Trustee, in their individual
capacities. AmeriCredit, the Backup Servicer and any director, officer, employee
or agent of AmeriCredit or Backup Servicer may rely in good faith on the written
advice of counsel or on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement.

      (b) The Backup Servicer shall not be liable for any obligation of the
Servicer contained in this Agreement or for any errors of the Servicer contained
in any computer tape, certificate or other data or document delivered to the
Backup Servicer hereunder or on which the Backup Servicer must rely in order to
perform its obligations hereunder, and the Owner Trustee, the Trustee, the Trust
Collateral Agent, the Backup Servicer, the Seller and the Noteholders shall look
only to the Servicer to perform such obligations. The Backup Servicer, Trust
Collateral Agent, the Trustee, the Owner Trustee and the Custodian shall have no
responsibility and shall not be in default hereunder or incur any liability for
any failure, error, malfunction or any delay in carrying out any of their
respective duties under this Agreement if such failure or delay results from the
Backup Servicer acting in accordance with information prepared or supplied by a
Person other than the Backup Servicer (or contractual agents) or the failure of
any such other Person to prepare or provide such information. The Backup
Servicer shall have no responsibility, shall not be in default and shall incur
no liability for (i) any act or failure to act of any third party (other than
its contractual agents), including the Servicer or the Majority Noteholders,
(ii) any inaccuracy or omission in a notice or communication received by the
Backup Servicer from any third party (other than its contractual agents), (iii)
the invalidity or unenforceability of any Receivable under applicable law, (iv)
the breach or inaccuracy of any representation or warranty made with respect to
any Receivable, or (v) the acts or omissions of any successor Backup Servicer.

      (c) The parties expressly acknowledge and consent to Bank One, NA, acting
in the possible dual capacity of Backup Servicer or successor Servicer and in
the capacity as Trust Collateral Agent. Bank One, NA may, in such dual or other
capacity, discharge its separate functions fully, without hindrance or regard to
conflict of interest principles, duty of loyalty


                                       50
<PAGE>

principles or other breach of fiduciary duties to the extent that any such
conflict or breach arises from the performance by Bank One, NA of express duties
set forth in the this Agreement in any of such capacities, all of which
defenses, claims or assertions are hereby expressly waived by the other parties
hereto and the Noteholders except in the case of gross negligence and willful
misconduct by Bank One, NA.

      SECTION 8.5. DELEGATION OF DUTIES. The Servicer may delegate duties under
this Agreement to an Affiliate of AmeriCredit with the prior written consent of
the Trust Collateral Agent, the Owner Trustee and the Backup Servicer. The
Servicer also may at any time perform through sub-contractors the specific
duties of (i) repossession of Financed Vehicles, (ii) tracking Financed
Vehicles' insurance and (iii) pursuing the collection of deficiency balances on
certain Liquidated Receivables, in each case, without the consent of the Trust
Collateral Agent, the Owner Trustee or the Backup Servicer and may perform other
specific duties through such sub-contractors in accordance with Servicer's
customary servicing policies and procedures, with the prior consent of the Trust
Collateral Agent; PROVIDED, HOWEVER, that no such delegation or sub-contracting
duties by the Servicer shall relieve the Servicer of its responsibility with
respect to such duties.

      SECTION 8.6. SERVICER AND BACKUP SERVICER NOT TO RESIGN. Subject to the
provisions of Section 8.3, neither the Servicer nor the Backup Servicer shall
resign from the obligations and duties imposed on it by this Agreement as
Servicer or Backup Servicer except upon a determination that by reason of a
change in legal requirements the performance of its duties under this Agreement
would cause it to be in violation of such legal requirements in a manner which
would have a material adverse effect on the Servicer or the Backup Servicer, as
the case may be, if the Majority Noteholders does not elect to waive the
obligations of the Servicer or the Backup Servicer, as the case may be, to
perform the duties which render it legally unable to act or to delegate those
duties to another Person. Any such determination permitting the resignation of
the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered and acceptable to the Trust Collateral Agent and the Owner
Trustee. No resignation of the Servicer shall become effective until the Backup
Servicer or an entity acceptable to the Majority Noteholders shall have assumed
the responsibilities and obligations of the Servicer. No resignation of the
Backup Servicer shall become effective until an entity acceptable to the
Majority Noteholders shall have assumed the responsibilities and obligations of
the Backup Servicer; PROVIDED, HOWEVER, that (i) in the event a successor Backup
Servicer is not appointed within 60 days after the Backup Servicer has given
notice of its resignation and has provided the Opinion of Counsel required by
this Section, the Backup Servicer may petition a court for its removal, (ii) the
Backup Servicer may resign with the written consent of the Majority Noteholders
and (iii) if Bank One, NA resigns as the Trustee under the Indenture it will no
longer be the Backup Servicer.

                                   ARTICLE IX

                                     DEFAULT

      SECTION 9.1. SERVICER TERMINATION EVENT. For purposes of this Agreement,
each of the following shall constitute a "SERVICER TERMINATION EVENT":


                                       51
<PAGE>

      (a) Any failure by the Servicer to deliver to the Trust Collateral Agent
for distribution to Noteholders any proceeds or payment required to be so
delivered under the terms of this Agreement that continues unremedied for a
period of two Business Days after written notice is received by the Servicer
from the Trust Collateral Agent or after discovery of such failure by a
Responsible Officer of the Servicer;

      (b) Failure by the Servicer to deliver to the Trust Collateral Agent the
Servicer's Certificate by the Business Day immediately preceding the related
Distribution Date, or failure on the part of the Servicer to observe its
covenants and agreements set forth in Section 8.3(a);

      (c) Failure on the part of the Servicer duly to observe or perform any
other covenants or agreements of the Servicer set forth in this Agreement, which
failure (i) materially and adversely affects the rights of Noteholders
(determined without regard to the availability of funds under the Guaranty), and
(ii) continues unremedied for a period of 30 days after knowledge thereof by the
Servicer or after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Servicer by the Trust
Collateral Agent;

      (d) The entry of a decree or order for relief by a court or regulatory
authority having jurisdiction in respect of the Servicer in an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, or another
present or future, federal bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Servicer or of any substantial part of its property or
ordering the winding up or liquidation of the affairs of the Servicer and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days or the commencement of an involuntary case under the federal
bankruptcy laws, as now or hereinafter in effect, or another present or future
federal or state bankruptcy, insolvency or similar law and such case is not
dismissed within 60 days; or

      (e) The commencement by the Servicer of a voluntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future,
federal or state, bankruptcy, insolvency or similar law, or the consent by the
Servicer to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Servicer or of any substantial part of its property or the making by the
Servicer of an assignment for the benefit of creditors or the failure by the
Servicer generally to pay its debts as such debts become due or the taking of
corporate action by the Servicer in furtherance of any of the foregoing; or

      (f) Any representation, warranty or statement of the Servicer made in this
Agreement or any certificate, report or other writing delivered pursuant hereto
shall prove to be incorrect in any material respect as of the time when the same
shall have been made, and the incorrectness of such representation, warranty or
statement has a material adverse effect on the Trust or the Noteholders and,
within 30 days after knowledge thereof by the Servicer or after written notice
thereof shall have been given to the Servicer by the Trust Collateral Agent, the
circumstances or condition in respect of which such representation, warranty or
statement was incorrect shall not have been eliminated or otherwise cured.


                                       52
<PAGE>

      SECTION 9.2. CONSEQUENCES OF A SERVICER TERMINATION EVENT. If a Servicer
Termination Event shall occur and be continuing, the Majority Noteholders, by
notice given in writing to the Servicer (and to the Trust Collateral Agent if
given by the Noteholders) may terminate all of the rights and obligations of the
Servicer under this Agreement. On or after the receipt by the Servicer of such
written notice or upon termination of the term of the Servicer, all authority,
power, obligations and responsibilities of the Servicer under this Agreement,
whether with respect to the Notes, the Certificates or the Other Conveyed
Property or otherwise, automatically shall pass to, be vested in and become
obligations and responsibilities of the Backup Servicer (or such other successor
Servicer appointed by the Majority Noteholders); PROVIDED, HOWEVER, that the
successor Servicer shall have no liability with respect to any obligation which
was required to be performed by the terminated Servicer prior to the date that
the successor Servicer becomes the Servicer or any claim of a third party based
on any alleged action or inaction of the terminated Servicer. The successor
Servicer is authorized and empowered by this Agreement to execute and deliver,
on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and the Other Conveyed Property and related documents to show the Trust as
lienholder or secured party on the related Lien Certificates, or otherwise. The
terminated Servicer agrees to cooperate with the successor Servicer in effecting
the termination of the responsibilities and rights of the terminated Servicer
under this Agreement, including, without limitation, the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the terminated Servicer for deposit, or have been deposited
by the terminated Servicer, in the Collection Account or thereafter received
with respect to the Receivables and the delivery to the successor Servicer of
all Receivable Files, Monthly Records and Collection Records and a computer tape
in readable form as of the most recent Business Day containing all information
necessary to enable the successor Servicer or a successor Servicer to service
the Receivables and the Other Conveyed Property. If requested by the Majority
Noteholders, the successor Servicer shall terminate the Lockbox Agreement and
direct the Obligors to make all payments under the Receivables directly to the
successor Servicer (in which event the successor Servicer shall process such
payments in accordance with Section 4.2(e)), or to a lockbox established by the
successor Servicer at the direction of the Majority Noteholders, at the
successor Servicer's expense. The terminated Servicer shall grant the Trust
Collateral Agent, the successor Servicer and the Majority Noteholders reasonable
access to the terminated Servicer's premises at the terminated Servicer's
expense.

      SECTION 9.3. APPOINTMENT OF SUCCESSOR.

      (a) On and after the time the Servicer receives a notice of termination
pursuant to Section 9.2 or upon the resignation of the Servicer pursuant to
Section 8.6, the Backup Servicer shall be the successor in all respects to the
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for in this Agreement, and shall be subject to all the
rights, responsibilities, restrictions, duties, liabilities and termination
provisions relating thereto placed on the Servicer by the terms and provisions
of this Agreement except as otherwise stated herein. The Trust Collateral Agent
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. If a successor


                                       53
<PAGE>

Servicer is acting as Servicer hereunder, it shall be subject to termination
under Section 9.2 upon the occurrence of any Servicer Termination Event
applicable to it as Servicer.

      (b) The Majority Noteholders may exercise at any time its right to appoint
as Backup Servicer or as successor to the Servicer a Person other than the
Person serving as Backup Servicer at the time, and shall have no liability to
the Trust Collateral Agent, AmeriCredit, the Seller, the Person then serving as
Backup Servicer, any Noteholders or any other Person if it does so.
Notwithstanding the above, if the Backup Servicer shall be legally unable or
unwilling to act as Servicer, the Backup Servicer, the Trust Collateral Agent or
the Majority Noteholders may petition a court of competent jurisdiction to
appoint any Eligible Servicer as the successor to the Servicer. Pending
appointment pursuant to the preceding sentence, the Backup Servicer shall act as
successor Servicer unless it is legally unable to do so, in which event the
outgoing Servicer shall continue to act as Servicer until a successor has been
appointed and accepted such appointment. Subject to Section 8.6, no provision of
this Agreement shall be construed as relieving the Backup Servicer of its
obligation to succeed as successor Servicer upon the termination of the Servicer
pursuant to Section 9.2, the resignation of the Servicer pursuant to Section
8.6. If upon the termination of the Servicer pursuant to Section 9.2 or the
resignation of the Servicer pursuant to Section 8.6, the Majority Noteholders
appoints a successor Servicer other than the Backup Servicer, the Backup
Servicer shall not be relieved of its duties as Backup Servicer hereunder.

      (c) Any successor Servicer shall be entitled to such compensation (whether
payable out of the Collection Account or otherwise) as the Servicer would have
been entitled to under this Agreement if the Servicer had not resigned or been
terminated hereunder. If any successor Servicer is appointed as a result of the
Backup Servicer's refusal (in breach of the terms of this Agreement) to act as
Servicer although it is legally able to do so, the Seller and such successor
Servicer may agree on reasonable additional compensation to be paid to such
successor Servicer by the Backup Servicer, which additional compensation shall
be paid by such breaching Backup Servicer in its individual capacity and solely
out of its own funds; PROVIDED, however, it being understood and agreed that the
Seller shall give prior notice to the Backup Servicer with respect to the
appointment of such successor and the payment of additional compensation, if
any. If any successor Servicer is appointed for any reason other than the Backup
Servicer's refusal to act as Servicer although legally able to do so, the
Majority Noteholders and such successor Servicer may agree on additional
compensation to be paid to such successor Servicer, which additional
compensation shall in no event exceed $150,000 in the aggregate. If any
successor Servicer is appointed for any reason other than the Backup Servicer's
refusal to act as Servicer although legally able to do so, the Backup Servicer
shall not be liable for any Servicing Fee, additional compensation or other
amounts to be paid to such successor Servicer in connection with its assumption
and performance of the servicing duties described herein.

      SECTION 9.4. NOTIFICATION TO NOTEHOLDERS. Upon any termination of, or
appointment of a successor to, the Servicer, the Trust Collateral Agent shall
give prompt written notice thereof to each Noteholder and to the Rating
Agencies.

      SECTION 9.5. WAIVER OF PAST DEFAULTS. The Majority Noteholders may, on
behalf of all Noteholders, waive any default by the Servicer in the performance
of its obligations hereunder and its consequences. Upon any such waiver of a
past default, such default shall cease


                                       54
<PAGE>

to exist, and any Servicer Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent
thereto.

                                    ARTICLE X

                                   TERMINATION

      SECTION 10.1. OPTIONAL PURCHASE OF ALL RECEIVABLES.

      (a) On the last day of any Collection Period as of which the Pool Balance
shall be less than or equal to 10% of the Original Pool Balance, the Servicer
and the Seller each shall have the option to purchase the Owner Trust Estate,
other than the Trust Accounts; PROVIDED, HOWEVER, that the amount to be paid for
such purchase (as set forth in the following sentence) shall be sufficient to
pay the full amount of principal, premium, if any, and interest then due and
payable on the Notes and the Certificates. To exercise such option, the Servicer
or the Seller, as the case may be, shall deposit pursuant to Section 5.6 in the
Collection Account an amount equal to the aggregate Purchase Amount for the
Receivables (including Liquidated Receivables), plus the appraised value of any
other property held by the Trust, such value to be determined by an appraiser
mutually agreed upon by the Servicer and the Trust Collateral Agent, and shall
succeed to all interests in and to the Trust.

      (b) Upon any sale of the assets of the Trust pursuant to Section 8.1 of
the Trust Agreement, the Servicer shall instruct the Trust Collateral Agent to
deposit the proceeds from such sale after all payments and reserves therefrom
(including the expenses of such sale) have been made (the "INSOLVENCY Proceeds")
in the Collection Account.

      (c) Notice of any termination of the Trust shall be given by the Servicer
to the Owner Trustee, the Trustee, the Backup Servicer, the Trust Collateral
Agent and the Rating Agencies as soon as practicable after the Servicer has
received notice thereof.

      (d) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder and
the Owner Trustee will succeed to the rights of, and assume the obligations of,
the Trust Collateral Agent pursuant to this Agreement.

                                   ARTICLE XI

                      ADMINISTRATIVE DUTIES OF THE SERVICER

      SECTION 11.1. ADMINISTRATIVE DUTIES.

      (a) DUTIES WITH RESPECT TO THE INDENTURE. The Servicer shall perform all
its duties and the duties of the Issuer under the Indenture. In addition, the
Servicer shall consult with the Owner Trustee as the Servicer deems appropriate
regarding the duties of the Issuer under the Indenture. The Servicer shall
monitor the performance of the Issuer and shall advise the Owner Trustee when
action is necessary to comply with the Issuer's duties under the Indenture. The
Servicer shall prepare for execution by the Issuer or shall cause the
preparation by other


                                       55
<PAGE>

appropriate Persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare, file
or deliver pursuant to the Indenture. In furtherance of the foregoing, the
Servicer shall take all necessary action that is the duty of the Issuer to take
pursuant to the Indenture, including, without limitation, pursuant to Sections
2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 7.3, 8.3, 9.2, 9.3, 11.1 and
11.15 of the Indenture.

      (b) DUTIES WITH RESPECT TO THE ISSUER.

            (i) In addition to the duties of the Servicer set forth in this
      Agreement or any of the Basic Documents, the Servicer shall perform such
      calculations and shall prepare for execution by the Issuer or the Owner
      Trustee or shall cause the preparation by other appropriate Persons of all
      such documents, reports, filings, instruments, certificates and opinions
      as it shall be the duty of the Issuer or the Owner Trustee to prepare,
      file or deliver pursuant to this Agreement or any of the Basic Documents
      or under state and federal tax and securities laws, and at the request of
      the Owner Trustee shall take all appropriate action that it is the duty of
      the Issuer to take pursuant to this Agreement or any of the Basic
      Documents, including, without limitation, pursuant to Sections 2.6 and
      2.11 of the Trust Agreement. In accordance with the directions of the
      Issuer or the Owner Trustee, the Servicer shall administer, perform or
      supervise the performance of such other activities in connection with the
      Collateral (including the Basic Documents) as are not covered by any of
      the foregoing provisions and as are expressly requested by the Issuer or
      the Owner Trustee and are reasonably within the capability of the
      Servicer.

            (ii) Notwithstanding anything in this Agreement or any of the Basic
      Documents to the contrary, the Servicer shall be responsible for promptly
      notifying the Owner Trustee and the Trust Collateral Agent in the event
      that any withholding tax is imposed on the Issuer's payments (or
      allocations of income) to an Owner (as defined in the Trust Agreement) as
      contemplated this Agreement. Any such notice shall be in writing and
      specify the amount of any withholding tax required to be withheld by the
      Owner Trustee or the Trust Collateral Agent pursuant to such provision.

            (iii) Notwithstanding anything in this Agreement or the Basic
      Documents to the contrary, the Servicer shall be responsible for
      performance of the duties of the Issuer with respect to, among other
      things, accounting and reports to Owners (as defined in the Trust
      Agreement); PROVIDED, HOWEVER, that once prepared by the Servicer the
      Owner Trustee shall retain responsibility for the distribution of the
      Schedule K-1s necessary to enable the Certificateholder to prepare its
      federal and state income tax returns.

            (iv) The Servicer shall perform the duties of the Servicer specified
      in Section 9.2 of the Trust Agreement required to be performed in
      connection with the resignation or removal of the Owner Trustee, and any
      other duties expressly required to be performed by the Servicer under this
      Agreement or any of the Basic Documents.

            (v) In carrying out the foregoing duties or any of its other
      obligations under this Agreement, the Servicer may enter into transactions
      with or otherwise deal with any of its Affiliates; PROVIDED, HOWEVER, that
      the terms of any such transactions or dealings


                                       56
<PAGE>

      shall be in accordance with any directions received from the Issuer and
      shall be, in the Servicer's opinion, no less favorable to the Issuer in
      any material respect.

      (c) TAX MATTERS. The Servicer shall prepare and file, on behalf of the
Seller, all tax returns, tax elections, financial statements and such annual or
other reports attributable to the activities engaged in by the Issuer as are
necessary for preparation of tax reports, including without limitation forms
1099. All tax returns will be signed by the Seller.

      (d) NON-MINISTERIAL MATTERS. With respect to matters that in the
reasonable judgment of the Servicer are non-ministerial, the Servicer shall not
take any action pursuant to this Article unless within a reasonable time before
the taking of such action, the Servicer shall have notified the Owner Trustee
and the Trustee of the proposed action and the Owner Trustee and, with respect
to items (A), (B), (C) and (D) below, the Trustee shall not have withheld
consent or provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include:

                  (A) the amendment of or any supplement to the Indenture;

                  (B) the initiation of any claim or lawsuit by the Issuer and
            the compromise of any action, claim or lawsuit brought by or against
            the Issuer (other than in connection with the collection of the
            Receivables);

                  (C) the amendment, change or modification of this Agreement or
            any of the Basic Documents;

                  (D) the appointment of successor Note Registrars, successor
            Paying Agents and successor Trustees pursuant to the Indenture or
            the appointment of Successor Servicers or the consent to the
            assignment by the Note Registrar, Paying Agent or Trustee of its
            obligations under the Indenture; and

                  (E) the removal of the Trustee or the Trust Collateral Agent.

      (e) EXCEPTIONS. Notwithstanding anything to the contrary in this
Agreement, except as expressly provided herein or in the other Basic Documents,
the Servicer, in its capacity hereunder, shall not be obligated to, and shall
not, (1) make any payments to the Noteholders or Certificateholders under the
Basic Documents, (2) sell the Trust Property pursuant to Section 5.5 of the
Indenture, (3) take any other action that the Issuer directs the Servicer not to
take on its behalf or (4) in connection with its duties hereunder assume any
indemnification obligation of any other Person.

      (f) The Backup Servicer or any successor Servicer shall not be responsible
for any obligations or duties of the servicer under this Section 11.1.

      SECTION 11.2. RECORDS. The Servicer shall maintain appropriate books of
account and records relating to services performed under this Agreement, which
books of account and records shall be accessible for inspection by the Issuer at
any time during normal business hours.


                                       57
<PAGE>

      SECTION 11.3. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Servicer shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      SECTION 12.1. AMENDMENT.

      (a) This Agreement may be amended from time to time by the parties hereto,
with the consent of the Trustee (which consent may not be unreasonably
withheld), but without the consent of any of the Noteholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement, to comply
with any changes in the Code, or to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; PROVIDED, HOWEVER, that such
action shall not, as evidenced by an Opinion of Counsel delivered to Owner
Trustee and the Trustee, adversely affect in any material respect the interests
of any Noteholder.

      This Agreement may also be amended from time to time by the parties
hereto, with the consent of the Trustee, and with the consent of the Holders of
Notes evidencing not less than a majority of the outstanding principal amount of
the Notes for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders; PROVIDED, HOWEVER, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or (b) reduce
the aforesaid percentage of the outstanding principal amount of the Notes, the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all the outstanding Notes of each class affected
thereby.

      Promptly after the execution of any such amendment or consent, the Trust
Collateral Agent shall furnish written notification of the substance of such
amendment or consent to each Noteholder and the Rating Agencies.

      It shall not be necessary for the consent of Noteholders pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents (and any other consents of Noteholders
provided for in this Agreement) and of evidencing the authorization of any
action by Noteholders shall be subject to such reasonable requirements as the
Trustee or the Owner Trustee, as applicable, may prescribe.

      Prior to the execution of any amendment to this Agreement, the Owner
Trustee and the Trustee, Trust Collateral Agent and Backup Servicer shall be
entitled to receive and conclusively rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and the Opinion of Counsel referred to in Section 12.2(h)(1) has been
delivered. The Owner Trustee, the Trust Collateral Agent, the Backup Servicer
and the


                                       58
<PAGE>

Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Issuer's, the Owner Trustee's, the Trust Collateral Agent's, the
Backup Servicer's or the Trustee's, as applicable, own rights, duties or
immunities under this Agreement or otherwise.

      SECTION 12.2. PROTECTION OF TITLE TO TRUST.

      (a) The Seller shall execute and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain and protect
the interest of the Issuer and the interests of the Trust Collateral Agent in
the Receivables and in the proceeds thereof. The Seller shall deliver (or cause
to be delivered) to the Owner Trustee and the Trust Collateral Agent
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.

      (b) Neither the Seller nor the Servicer shall change its name, identity or
corporate structure in any manner that would, could or might make any financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of 9-402(7) of the UCC, unless it shall
have given the Owner Trustee, the Trust Collateral Agent and the Trustee at
least five days' prior written notice thereof and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements.

      (c) Each of the Seller and the Servicer shall have an obligation to give
the Owner Trustee, the Trust Collateral Agent and the Trustee at least 60 days'
prior written notice of any relocation of its principal executive office if, as
a result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement and shall promptly file any such
amendment. The Servicer shall at all times maintain each office from which it
shall service Receivables, and its principal executive office, within the United
States of America.

      (d) The Servicer shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at
any time the status of such Receivable, including payments and recoveries made
and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account in respect of such
Receivable.

      (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables to the Issuer,
the Servicer's master computer records (including any backup archives) that
refer to a Receivable shall indicate clearly the interest of the Trust in such
Receivable and that such Receivable is owned by the Trust. Indication of the
Trust's interest in a Receivable shall be deleted from or modified on the
Servicer's computer systems when, and only when, the related Receivable shall
have been paid in full or repurchased.

      (f) If at any time the Seller or the Servicer shall propose to sell, grant
a security interest in or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender


                                       59
<PAGE>

or other transferee, the Servicer shall give to such prospective purchaser,
lender or other transferee computer tapes, records or printouts (including any
restored from backup archives) that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has
been sold and is owned by the Trust.

      (g) Upon request, the Servicer shall furnish to the Owner Trustee or to
the Trustee, within five Business Days, a list of all Receivables (by contract
number and name of Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables and to each of the
Servicer's Certificates furnished before such request indicating removal of
Receivables from the Trust.

      (h) The Servicer shall deliver to the Owner Trustee and the Trustee:

                  (1) promptly after the execution and delivery of the Agreement
            and, if required pursuant to Section 12.1, of each amendment, an
            Opinion of Counsel stating that, in the opinion of such Counsel,
            either (A) all financing statements and continuation statements have
            been executed and filed that are necessary fully to preserve and
            protect the interest of the Trust and the Trustee in the
            Receivables, and reciting the details of such filings or referring
            to prior Opinions of Counsel in which such details are given, or (B)
            no such action shall be necessary to preserve and protect such
            interest; and

                  (2) within 90 days after the beginning of each calendar year
            beginning with the first calendar year beginning more than three
            months after the Cutoff Date, an Opinion of Counsel, dated as of a
            date during such 90-day period, stating that, in the opinion of such
            counsel, either (A) all financing statements and continuation
            statements have been executed and filed that are necessary fully to
            preserve and protect the interest of the Trust and the Trustee in
            the Receivables, and reciting the details of such filings or
            referring to prior Opinions of Counsel in which such details are
            given, or (B) no such action shall be necessary to preserve and
            protect such interest.

      Each Opinion of Counsel referred to in clause (1) or (2) above shall
specify any action necessary (as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.

      SECTION 12.3. NOTICES. All demands, notices and communications upon or to
the Seller, the Servicer, the Owner Trustee, the Trustee or the Rating Agencies
under this Agreement shall be in writing, personally delivered, or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt (a) in the case of the Seller to AFS SenSub Corp., 639 Isbell
Road, Suite 390, Reno, Nevada 89509, (b) in the case of the Servicer to
AmeriCredit Financial Services, Inc., 801 Cherry Street, Suite 3900, Fort Worth,
Texas 76102, Attention: Chief Financial Officer, (c) in the case of the Issuer
or the Owner Trustee, at the Corporate Trust Office of the Owner Trustee,
Bankers Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery
Building, 1011 Centre Road, Suite 200, Wilmington Delaware, 19805-1266,
Attention: Corporate Trust with a copy to Bankers Trust Company, 4 Albany
Street, New York, New York 10006, Attention: Corporate Trust Agency, Structured
Finance, 10th floor, (d) in the case of the Trustee or the Trust Collateral
Agent, at 100 East Broad Street,


                                       60
<PAGE>

8th Floor, Columbus, Ohio, 43215 Attention: Global Corporate Trust Services (e)
in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007; (f) in the case of
Standard & Poor's, to Standard & Poor's Ratings Group, 55 Water Street, New
York, New York 10041, Attention: Asset Backed Surveillance Department; and (g)
in the case of Fitch, to Fitch, Inc., One State Street Plaza, New York, New York
10004, Attention: Asset-Backed Surveillance. Any notice required or permitted to
be mailed to a Noteholder shall be given by first class mail, postage prepaid,
at the address of such Holder as shown in the Note Register. Any notice so
mailed within the time prescribed in the Agreement shall be conclusively
presumed to have been duly given, whether or not the Noteholder shall receive
such notice.

      SECTION 12.4. ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and permitted
assigns. Notwithstanding anything to the contrary contained herein, except as
provided in Sections 7.4 and 8.3 and as provided in the provisions of this
Agreement concerning the resignation of the Servicer, this Agreement may not be
assigned by the Seller or the Servicer without the prior written consent of the
Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee and
the Majority Noteholders.

      SECTION 12.5. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the parties hereto, the Trustee and the
Noteholders, as third-party beneficiaries. Nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

      SECTION 12.6. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      SECTION 12.7. SEPARATE COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      SECTION 12.8. HEADINGS. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      SECTION 12.9.GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                       61
<PAGE>

      SECTION 12.10. ASSIGNMENT TO TRUSTEE. The Seller hereby acknowledges and
consents to any mortgage, pledge, assignment and grant of a security interest by
the Issuer to the Trustee pursuant to the Indenture for the benefit of the
Noteholders of all right, title and interest of the Issuer in, to and under the
Receivables and/or the assignment of any or all of the Issuer's rights and
obligations hereunder to the Trustee.

      SECTION 12.11. NONPETITION COVENANTS.

      (a) Notwithstanding any prior termination of this Agreement, the Servicer
and the Seller shall not, prior to the date which is one year and one day after
the termination of this Agreement with respect to the Issuer, acquiesce,
petition or otherwise invoke or cause the Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Issuer under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Issuer.

      (b) Notwithstanding any prior termination of this Agreement, the Servicer
shall not, prior to the date that is one year and one day after the termination
of this Agreement with respect to the Seller, acquiesce to, petition or
otherwise invoke or cause the Seller to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Seller under any federal or state bankruptcy, insolvency or similar law,
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator,
or other similar official of the Seller or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Seller.

      SECTION 12.12. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND TRUSTEE.

      (a) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Bankers Trust (Delaware) not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Bankers Trust (Delaware) in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer. For all purposes of this Agreement, in the
performance of its duties or obligations hereunder or in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles V, VI and VII of the Trust Agreement.

      (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed and delivered by Bank One, NA, not in its individual
capacity but solely as Trust Collateral Agent and Backup Servicer and in no
event shall Bank One, NA, have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or in any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the assets of the Issuer.


                                       62
<PAGE>

      (c) In no event shall Bank One, NA, in any of its capacities hereunder, be
deemed to have assumed any duties of the Owner Trustee under the Delaware
Business Trust Statute, common law, or the Trust Agreement.

      SECTION 12.13. INDEPENDENCE OF THE SERVICER. For all purposes of this
Agreement, the Servicer shall be an independent contractor and shall not be
subject to the supervision of the Issuer, the Trust Collateral Agent and Backup
Servicer or the Owner Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by this Agreement, the Servicer shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.

      SECTION 12.14. NO JOINT VENTURE. Nothing contained in this Agreement (i)
shall constitute the Servicer and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.


                                       63
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective duly authorized officers as of
the day and the year first above written.

                                    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST
                                    2001-1

                                    by BANKERS TRUST (DELAWARE), not in its
                                    individual capacity but solely as Owner
                                    Trustee on behalf of the Trust.


                                    By: /s/ Louis Bodi
                                       ---------------------------------------
                                       Name:   Louis Bodi
                                       Title:  Vice President


                                    AFS SENSUB CORP., Seller,


                                    By: /s/ Julie Borge
                                       ---------------------------------------
                                       Name:   Julie Borge
                                       Title:  Vice President, Structured
                                               Finance


                                    AMERICREDIT FINANCIAL SERVICES, INC.,
                                    Servicer,


                                    By: /s/ Preston A. Miller
                                       ---------------------------------------
                                       Name:   Preston A. Miller
                                       Title:  Executive Vice President and
                                               Treasurer


                         [Sale and Servicing Agreement]

<PAGE>



                                    BANK ONE, NA,
                                    not in its individual capacity but solely
                                    as Backup Servicer


                                    By: /s/ John J. Rothrock
                                       ---------------------------------------
                                       Name:  John J. Rothrock
                                       Title:  Authorized Signer
Acknowledged and accepted by

BANK ONE, NA,
not in its individual capacity but
solely as Trust Collateral Agent


By: /s/ John J. Rothrock
   ---------------------------------
   Name:  John J. Rothrock
   Title: Authorized Signer


                         [Sale and Servicing Agreement]

<PAGE>

                                                                      SCHEDULE A

                             SCHEDULE OF RECEIVABLES




                                     SCH-A-1

<PAGE>

                                                                      SCHEDULE B

          REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SERVICER

      1. CHARACTERISTICS OF RECEIVABLES. Each Receivable (A) was originated (i)
by AmeriCredit, (ii) by a Dealer and purchased by AmeriCredit from such Dealer
under an existing Dealer Agreement or pursuant to a Dealer Assignment with
AmeriCredit and was validly assigned by such Dealer to AmeriCredit pursuant to a
Dealer Assignment or (iii) by a Third-Party Lender and purchased by AmeriCredit
from such Third-Party Lender under an existing Auto Loan Purchase and Sale
Agreement or pursuant to a Third-Party Lender Assignment with AmeriCredit and
was validly assigned by such Third-Party Lender to AmeriCredit pursuant to a
Third-Party Lender Assignment (B) was originated by AmeriCredit, such Dealer or
such Third-Party Lender for the retail sale of a Financed Vehicle in the
ordinary course of AmeriCredit's, the Dealer's or the Third-Party Lender's
business, in each case was originated in accordance with AmeriCredit's credit
policies and was fully and properly executed by the parties thereto, and
AmeriCredit, each Dealer and each Third-Party Lender had all necessary licenses
and permits to originate Receivables in the state where AmeriCredit, each such
Dealer or each such Third-Party Lender was located, (C) contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for realization against the collateral security, (D) is a
Receivable which provides for level monthly payments (provided that the period
in the first Collection Period and the payment in the final Collection Period of
the Receivable may be minimally different from the normal period and level
payment) which, if made when due, shall fully amortize the Amount Financed over
the original term and (E) has not been amended or collections with respect to
which waived, other than as evidenced in the Receivable File relating thereto.

      2. FRAUD OR MISREPRESENTATION. Each Receivable was originated (i) by
AmeriCredit, (ii) by a Dealer and was sold by the Dealer to AmeriCredit, or
(iii) by a Third-Party Lender and was sold by the Third-Party Lender to
AmeriCredit, and was sold by AmeriCredit to the Seller without any fraud or
misrepresentation on the part of such Dealer or Third-Party Lender in any case.

      3. COMPLIANCE WITH LAW. All requirements of applicable federal, state and
local laws, and regulations thereunder (including, without limitation, usury
laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the Moss-Magnuson Warranty Act,
the Federal Reserve Board's Regulations "B" and "Z" (including amendments to the
Federal Reserve's Official Staff Commentary to Regulation Z, effective October
1, 1998, concerning negative equity loans), the Soldiers' and Sailors' Civil
Relief Act of 1940, each applicable state Motor Vehicle Retail Installment Sales
Act, and state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit laws and equal credit opportunity
and disclosure laws) in respect of the Receivables and the Financed Vehicles,
have been complied with in all material respects, and each Receivable and the
sale of the Financed Vehicle evidenced by each Receivable complied at the time
it was originated or made and now complies in all material respects with all
applicable legal requirements.



                                     SCH-B-1

<PAGE>

      4. ORIGINATION. Each Receivable was originated in the United States.

      5. BINDING OBLIGATION. Each Receivable represents the genuine, legal,
valid and binding payment obligation of the Obligor thereon, enforceable by the
holder thereof in accordance with its terms, except (A) as enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law and (B) as such Receivable may be
modified by the application after the Cutoff Date of the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended; and all parties to each Receivable had
full legal capacity to execute and deliver such Receivable and all other
documents related thereto and to grant the security interest purported to be
granted thereby.

      6. NO GOVERNMENT OBLIGOR. No Obligor is the United States of America or
any State or any agency, department, subdivision or instrumentality thereof.

      7. OBLIGOR BANKRUPTCY. At the related Cutoff Date no Obligor had been
identified on the records of AmeriCredit as being the subject of a current
bankruptcy proceeding.

      8. SCHEDULE OF RECEIVABLES. The information set forth in the Schedule of
Receivables has been produced from the Electronic Ledger and was true and
correct in all material respects as of the close of business on the related
Cutoff Date.

      9. MARKING RECORDS. By the Closing Date the Seller will have caused the
portions of the Electronic Ledger relating to the Receivables to be clearly and
unambiguously marked to show that the Receivables have been sold to the Seller
by the Servicer and resold by the Seller to the Trust in accordance with the
terms of the Sale and Servicing Agreement.

      10. COMPUTER TAPE. The Computer Tape made available by the Seller to the
Trust on the Closing Date was complete and accurate as of the related Cutoff
Date and includes a description of the same Receivables that are described in
the Schedule of Receivables.

      11. ADVERSE SELECTION. No selection procedures adverse to the Noteholders
were utilized in selecting the Receivables from those receivables owned by the
Seller which met the selection criteria contained in the Sale and Servicing
Agreement.

      12. CHATTEL PAPER. The Receivables constitute chattel paper within the
meaning of the UCC as in effect in the States of Texas and New York.

      13. ONE ORIGINAL. There is only one original executed copy of each
Receivable.

      14. RECEIVABLE FILES COMPLETE. There exists a Receivable File pertaining
to each Receivable and such Receivable File contains (a) a fully executed
original of the Receivable, (b) the original executed credit application, or a
paper or electronic copy thereof and (c) the original Lien Certificate or
application therefor. Each of such documents which is required to be signed by
the Obligor has been signed by the Obligor in the appropriate spaces. All blanks
on any form have been properly filled in and each form has otherwise been
correctly prepared. The complete Receivable File for each Receivable currently
is in the possession of the Custodian.

                                     SCH-B-2

<PAGE>

      15. RECEIVABLES IN FORCE. No Receivable has been satisfied, subordinated
or rescinded, and the Financed Vehicle securing each such Receivable has not
been released from the lien of the related Receivable in whole or in part. No
terms of any Receivable have been waived, altered or modified in any respect
since its origination, except by instruments or documents identified in the
Receivable File. No Receivable has been modified as a result of application of
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.

      16. LAWFUL ASSIGNMENT. No Receivable was originated in, or is subject to
the laws of, any jurisdiction the laws of which would make unlawful, void or
voidable the sale, transfer and assignment of such Receivable under this
Agreement or pursuant to transfers of the Securities.

      17. GOOD TITLE. Immediately prior to the conveyance of the Receivables to
the Trust pursuant to this Agreement, the Seller was the sole owner thereof and
had good and indefeasible title thereto, free of any Lien and, upon execution
and delivery of this Agreement by the Seller, the Trust shall have good and
indefeasible title to and will be the sole owner of such Receivables, free of
any Lien. No Dealer or Third-Party Lender has a participation in, or other right
to receive, proceeds of any Receivable. The Seller has not taken any action to
convey any right to any Person that would result in such Person having a right
to payments received under the related Insurance Policies or the related Dealer
Agreements, Auto Loan Purchase and Sale Agreements, Dealer Assignments or
Third-Party Lender Assignments or to payments due under such Receivables.

      18. SECURITY INTEREST IN FINANCED VEHICLE. Each Receivable created or
shall create a valid, binding and enforceable first priority security interest
in favor of the Seller in the Financed Vehicle. The Lien Certificate and
original certificate of title for each Financed Vehicle show, or if a new or
replacement Lien Certificate is being applied for with respect to such Financed
Vehicle the Lien Certificate will be received within 180 days of the Closing
Date and will show the Seller named as the original secured party under each
Receivable as the holder of a first priority security interest in such Financed
Vehicle. With respect to each Receivable for which the Lien Certificate has not
yet been returned from the Registrar of Titles, the Seller has applied for or
received written evidence from the related Dealer or Third-Party Lender that
such Lien Certificate showing the Seller as first lienholder has been applied
for and the Seller's security interest has been validly assigned by the Seller
to the Trust pursuant to this Agreement. Immediately after the sale, transfer
and assignment thereof by the Seller to the Trust, each Receivable will be
secured by an enforceable and perfected first priority security interest in the
Financed Vehicle in favor of the Trustee as secured party, which security
interest is prior to all other Liens upon and security interests in such
Financed Vehicle which now exist or may hereafter arise or be created (except,
as to priority, for any lien for taxes, labor or materials affecting a Financed
Vehicle). As of the related Cutoff Date there were no Liens or claims for taxes,
work, labor or materials affecting a Financed Vehicle which are or may be Liens
prior or equal to the Liens of the related Receivable.

      19. ALL FILINGS MADE. All filings (including, without limitation, UCC
filings) required to be made by any Person and actions required to be taken or
performed by any Person in any jurisdiction to give the Trust a first priority
perfected lien on, or ownership interest in, the Receivables and the proceeds
thereof and the Other Conveyed Property have been made, taken or performed.

                                     SCH-B-3

<PAGE>

      20. NO IMPAIRMENT. The Seller has not done anything to convey any right to
any Person that would result in such Person having a right to payments due under
the Receivable or otherwise to impair the rights of the Trust, the Trustee, the
Trust Collateral Agent and the Noteholders in any Receivable or the proceeds
thereof.

      21. RECEIVABLE NOT ASSUMABLE. No Receivable is assumable by another Person
in a manner which would release the Obligor thereof from such Obligor's
obligations to AmeriCredit with respect to such Receivable.

      22. NO DEFENSES. No Receivable is subject to any right of rescission,
setoff, counterclaim or defense and no such right has been asserted or
threatened with respect to any Receivable.

      23. NO DEFAULT. There has been no default, breach, violation or event
permitting acceleration under the terms of any Receivable (other than payment
delinquencies of not more than 30 days), and no condition exists or event has
occurred and is continuing that with notice, the lapse of time or both would
constitute a default, breach, violation or event permitting acceleration under
the terms of any Receivable, and there has been no waiver of any of the
foregoing. As of the related Cutoff Date no Financed Vehicle had been
repossessed.

      24. INSURANCE. At the time of an origination of a Receivable by
AmeriCredit or a purchase of a Receivable by AmeriCredit from a Dealer or
Third-Party Lender, each Financed Vehicle is required to be covered by a
comprehensive and collision insurance policy (i) in an amount at least equal to
the lesser of (a) its maximum insurable value or (b) the principal amount due
from the Obligor under the related Receivable, (ii) naming AmeriCredit as loss
payee and (iii) insuring against loss and damage due to fire, theft,
transportation, collision and other risks generally covered by comprehensive and
collision coverage. Each Receivable requires the Obligor to maintain physical
loss and damage insurance, naming AmeriCredit and its successors and assigns as
additional insured parties, and each Receivable permits the holder thereof to
obtain physical loss and damage insurance at the expense of the Obligor if the
Obligor fails to do so. No Financed Vehicle is insured under a policy of
Force-Placed Insurance on the related Cutoff Date.

      25. PAST DUE. At the related Cutoff Date no Receivable was more than 30
days past due.

      26. REMAINING PRINCIPAL BALANCE. At the related Cutoff Date the Principal
Balance of each Receivable set forth in the Schedule of Receivables is true and
accurate in all material respects.

      27. CERTAIN CHARACTERISTICS OF THE RECEIVABLES. (A) Each Receivable had a
remaining maturity, as of the Cutoff Date, of not more than 72 months; (B) each
Receivable had an original maturity of not more than 72 months; (C) not more
than 30% of Receivables (calculated by Aggregate Principal Balance) shall have
an original term to maturity of 72 months; (D) each Receivable had a remaining
Principal Balance as of the Cutoff Date of at least $250 and not more than
$60,000; (E) each Receivable has an Annual Percentage Rate of at least 8% and
not more than 30%; (F) no Receivable was more than 30 days past due as of the
Cutoff Date and (G)

                                     SCH-B-4

<PAGE>

no funds have been advanced by AmeriCredit, any Dealer, any Third-Party Lender,
or anyone acting on behalf of any of them in order to cause any Receivable to
qualify under clause (F) above.


                                     SCH-B-5

<PAGE>

                                                                      SCHEDULE C

                        SERVICING POLICIES AND PROCEDURES
                NOTE: APPLICABLE TIME PERIODS WILL VARY BY STATE

COMPLIANCE WITH STATE COLLECTION LAWS IS REQUIRED OF ALL AMERICREDIT COLLECTION
PERSONNEL. ADDITIONALLY, AMERICREDIT HAS CHOSEN TO FOLLOW THE GUIDELINES OF THE
FEDERAL FAIR DEBT COLLECTION PRACTICES ACT (FDCPA).

THE COLLECTION PROCESS

AmeriCredit mails each customer a monthly billing statement 16 to 20 days before
payment is due.

A.    All accounts are issued to the Computer Assisted Collection System (CACS)
      at 5 days delinquent or at such other dates of delinquency as determined
      by historical payment patterns of the account.

B.    The CACS segregates accounts into two groups: loans less than 30 days
      delinquent and those over 30 days delinquent.

C.    Loans delinquent for less than 30 days are then further segregated into
      two groups: accounts that have good phone numbers and those that do not.

D.    Loans with good phone numbers are transferred to the Davox system
      (AmeriCredit's predictive dialing system). The system automatically dials
      the phone number related to a delinquent account. When a connection is
      made, the account is then routed to the next available account
      representative.

E.    Loans without good phone numbers are assigned to front-end collectors.

F.    All reasonable collection efforts are made in an attempt to prevent these
      accounts from becoming 30+ days delinquent - this includes the use of
      collection letters. Collection letters may be utilized between 15th and
      25th days of delinquency.

G.    When an account reaches 31 days delinquent, a collector determines if any
      default notification is required in the state where the debtor lives.

H.    When an account exceeds 61 days delinquent, the loan is assigned to a
      hard-core collector who will continue the collection effort. If the
      account cannot be resolved through normal collection efforts (I.E.,
      satisfactory payment arrangements) then the account may be submitted for
      repossession approval. An officer must approve all repossession requests.

I.    CACS allows each collector to accurately document and update each customer
      file when contact (verbal or written) is made.


                                     SCH-C-1
<PAGE>

REPOSSESSIONS

If repossession of the collateral occurs, the following steps are taken:

A.    Proper authorities are notified (if applicable).

B.    An inventory of all personal property is taken and a condition report is
      prepared on the vehicle.

C.    Written notification, as required by state law, is sent to the customer(s)
      stating their rights of redemption or reinstatement along with information
      on how to obtain any personal property that was in the vehicle at the time
      of repossession.

D.    Written request to the originating dealer for all refunds due for dealer
      adds is made.

E.    Collateral disposition through public or private sale, (dictated by state
      law), in a commercially reasonable manner, through a third-party auto
      auction.

F.    After the collateral is liquidated, the debtor(s) is notified in writing
      of the deficiency balance owed, if any.

USE OF DUE DATE CHANGES

Due dates may be changed subject to the following conditions:

A.    The account is contractually current or will be brought current with the
      due date change.

B.    Due date changes cannot exceed the total of 15 days over the life of the
      contract.

C.    The first installment payment has been paid in full.

D.    Only one due date change in a twelve month period.

An Officer must approve any exceptions to the above stated policy.

USE OF PAYMENT DEFERMENTS

A payment deferral is offered to customers who have the desire and capacity to
make future payments but who have encountered temporary financial difficulties,
with management approval.

A.    Without prior approval, minimum of six payments have been made on the
      account and a minimum of nine payments have been made since the most
      recent deferment (if any).

B.    The account will be brought current with the deferment, but not paid
      ahead, without management approval.

C.    A deferment fee is collected on all transactions.


                                     SCH-C-2
<PAGE>

D.    No more than eight total payments may be deferred over the life of the
      loan, without management approval.

An Officer must approve any exceptions to the above stated policy.

CHARGE-OFFS

It is AmeriCredit's policy that any account that is not successfully recovered
by 120 days delinquent is submitted to an Officer for approval and charge-off.

It is AmeriCredit's policy to carry all Chapter 13 bankruptcy accounts until 120
days delinquent. A partial charge-off is taken for the unsecured portion of the
account. On fully reaffirmed Chapter 7 bankruptcy accounts, the accounts can be
deferred current at the time of discharge.

DEFICIENCY COLLECTIONS

Accounts are assigned to third party collection agencies for deficiency
collections.


                                     SCH-C-3
<PAGE>

                                                                       EXHIBIT A

                             SERVICER'S CERTIFICATE