<PAGE>

                                                                     EXHIBIT 4.3




                               SALE AND SERVICING

                                    AGREEMENT



                                      among



                AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2000-1,

                                     Issuer,



                                AFS SENSUB CORP,

                                     Seller,



                      AMERICREDIT FINANCIAL SERVICES, INC.,

                                    Servicer



                                       and



                            THE CHASE MANHATTAN BANK,

                   Backup Servicer and Trust Collateral Agent



                          Dated as of November 2, 2000

--------------------------------------------------------------------------------
<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                                        18

      SECTION 2.1.   Conveyance of Receivables                              18
      SECTION 2.2.   [Reserved]                                             19
      SECTION 2.3.   Further Encumbrance of Trust Property                  19

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                                               28
      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                             30
      SECTION 4.11.  Annual Independent Accountants' Report                 31
      SECTION 4.12.  Access to Certain Documentation and Information
                     Regarding Receivables                                  31
      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
<PAGE>

      SECTION 5.4.   Application of Collections                             35
      SECTION 5.5.   Draws under the Guaranty                               36
      SECTION 5.6.   Additional Deposits                                    36
      SECTION 5.7.   Distributions                                          36
      SECTION 5.8.   Reserve Account                                        39
      SECTION 5.9.   Statements to Noteholders                              40

ARTICLE VI [Reserved]                                                       41


ARTICLE VII The Seller                                                      41

      SECTION 7.1.   Representations of Seller                              41
      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                             44
      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                                                   45

      SECTION 8.1.   Representations of Servicer                            45
      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                                               48
      SECTION 8.4.   Limitation on Liability of Servicer, Backup
                     Servicer and Others                                    49
      SECTION 8.5.   Delegation of Duties                                   50
      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           52
      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                                                       54

      SECTION 10.1.  Optional Purchase of All Receivables                   54

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                                                 57
<PAGE>

ARTICLE XII Miscellaneous Provisions                                        57

      SECTION 12.1.  Amendment                                              57
      SECTION 12.2.  Protection of Title to Trust                           58
      SECTION 12.3.  Notices                                                60
      SECTION 12.4.  Assignment                                             60
      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                                  61
      SECTION 12.11. Nonpetition Covenants                                  61
      SECTION 12.12. Limitation of Liability of Owner Trustee and
                     Trustee                                                62
      SECTION 12.13. Independence of the Servicer                           62
      SECTION 12.14. No Joint Venture                                       62

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 November 2, 2000, among
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2000-1, 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 THE CHASE MANHATTAN BANK, a New York banking corporation, 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.
<PAGE>

            "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.

            "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
<PAGE>

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 The Chase Manhattan Bank.

            "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 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.
<PAGE>

            "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.

            "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 November 16, 2000.
<PAGE>

            "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.

            "Collection Period" means, with respect to the first Distribution
Date, the period beginning on the close of business on November 2, 2000 and
ending on the close of business on November 30, 2000. With respect to each
subsequent Distribution Date, the close of business on the last day of the
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.

            "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 450 West 33rd Street, New York,
New York 10001, Attention: Capital Markets, Fiduciary Services, AmeriCredit
2000-1.

            "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
<PAGE>

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

            "Cutoff Date" means November 2, 2000.

            "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
<PAGE>

"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 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 fifth day of the
<PAGE>

following calendar month, or, if such day is not a Business Day, the immediately
following Business Day; PROVIDED, that such day for payment shall in no event be
earlier than the third Business Day of the following month, commencing December
5, 2000.

            "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 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;
<PAGE>

            (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; and

            (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.

            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 November 2001 Distribution Date, (ii) the Class A-2 Notes,
the March 2004 Distribution Date, (iii) the Class A-3 Notes, the May 2005
Distribution Date, (iv) the Class B Notes, the September 2005 Distribution Date,
(v) the Class C Notes, the December 2005 Distribution Date, (vi) the Class D
Notes, the April 2006 Distribution Date and (vii) the Class E Notes, the August
2007 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.

            "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 November 16, 2000, 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 November 2, 2000, among
the Issuer and The Chase Manhattan Bank, 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
<PAGE>

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 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 19 days.

            "Interest Rate" means, with respect to (i) the Class A-1 Notes,
6.757% 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,
6.700% per annum (computed on the basis of a 360-day year consisting of twelve
30-day months), (iii) the Class A-3 Notes, 6.740% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months), (iv) the Class B
Notes, 7.160% per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months), (v) the Class C Notes, 7.440% per annum (computed on the
basis of a 360-day year consisting of twelve 30-day months), (vi) the Class D
Notes, 8.220% per annum (computed on the basis of a 360-day year consisting of
twelve 30-day months) and (vii) the Class E Notes, 10.680% 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.

            "Issuer" means AmeriCredit Automobile Receivables Trust 2000-1.
<PAGE>

            "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, 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 November 2, 2000, by and among AmeriCredit, Bank One,
Texas, N.A. 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;
<PAGE>

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
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.
<PAGE>

            "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.

            "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
<PAGE>

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 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 November 2, 2000, 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.
<PAGE>

            "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 and Standard & Poor's. 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.

            "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 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.

            "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
<PAGE>

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 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.
<PAGE>

            "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, $5,000,000.

            "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) $7,500,000 or (ii) the outstanding principal
amount of all Classes of Notes.

            "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 October 11,
2000, between
<PAGE>

the Seller and the Owner Trustee, as amended and restated as of November 2,
2000, 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.

            "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,
<PAGE>

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.

                                   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
<PAGE>

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.

            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.
<PAGE>

            (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 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
<PAGE>

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 November 2, 2000, 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);

                  (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
<PAGE>

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
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
<PAGE>

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, 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
<PAGE>

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 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
<PAGE>

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 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
<PAGE>

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 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.
<PAGE>

            (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.

            (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
<PAGE>

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 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
<PAGE>

            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 (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
<PAGE>

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 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,
<PAGE>

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, 2001, 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, 2001, 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
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
<PAGE>

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
<PAGE>

day of the month after the month in which such 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)

            (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.
<PAGE>

            (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 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)

            (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 on 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
<PAGE>

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.

            (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
<PAGE>

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:

            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.
<PAGE>

            (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 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;
<PAGE>

                  (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;

                  (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;
<PAGE>

                  (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;

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
<PAGE>

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.

            SECTION 5.8. RESERVE ACCOUNT.

            (a) (i)

            (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
<PAGE>

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;

                  (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

<PAGE>

at www.chase.com/sfa. 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 (212)
946-3651. 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]

                                  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

<PAGE>

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.

            (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.

<PAGE>

            (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;

                  (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)

<PAGE>

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 (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
<PAGE>

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 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;
<PAGE>

                  (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 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
<PAGE>

            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;

            (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
<PAGE>

            (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.

            (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
<PAGE>

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
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,
<PAGE>

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 The Chase
Manhattan Bank acting in the possible dual capacity of Backup Servicer or
successor Servicer and in the capacity as Trust Collateral Agent. The Chase
Manhattan Bank may, in such dual or other capacity, discharge its separate
functions fully, without hindrance or regard to conflict of interest principles,
duty of loyalty principles or other breach of fiduciary duties to the extent
that any such conflict or breach arises from the performance by The Chase
Manhattan Bank 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 The Chase Manhattan Bank.

            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
<PAGE>

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 The Chase Manhattan Bank 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":

            (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
<PAGE>

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.

            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
<PAGE>

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 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
<PAGE>

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
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
<PAGE>

                                   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 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
<PAGE>

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 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.
<PAGE>

            (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.
<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
<PAGE>

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 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 or
<PAGE>

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,
<PAGE>

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 the
Corporate Trust Office, (e) in the case of Moody's, to Moody's Investors
Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007; and (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. 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.
<PAGE>

            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.

            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
<PAGE>

the Trust Agreement.

            (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been executed and delivered by The Chase Manhattan Bank, not in
its individual capacity but solely as Trust Collateral Agent and Backup Servicer
and in no event shall The Chase Manhattan Bank, 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.

            (c) In no event shall The Chase Manhattan Bank, 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.
<PAGE>

                         [Sale and Servicing Agreement]
      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 2000-1

                                    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/ Connie Coffey
                                       -----------------------------------------
                                       Name: Connie Coffey
                                       Title: Vice President, Structured
                                              Finance and Reporting


                                    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>

                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but
                                    solely as Backup Servicer


                                    By: /s/ Craig M. Kantor
                                       -----------------------------------------
                                       Name: Craig M. Kantor
                                       Title: Vice President
Acknowledged and accepted by

THE CHASE MANHATTAN BANK,
not in its individual
capacity but
solely as Trust Collateral
Agent


By: /s/ Craig M. Kantor
   -----------------------------------------
   Name: Craig M. Kantor
   Title: Vice President


                         [Sale and Servicing Agreement]
<PAGE>

                                                                      SCHEDULE A

                             SCHEDULE OF RECEIVABLES




                                     SCH-A-

<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-5
<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

                                     SCH-B-
<PAGE>

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.

            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.

                                     SCH-B-
<PAGE>

            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.

            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) each
Receivable had a remaining Principal Balance as of the Cutoff Date of at least
$250 and not more than $60,000; (D) each Receivable has an

                                     SCH-B-
<PAGE>

Annual Percentage Rate of at least 8% and not more than 30%; (E) no Receivable
was more than 30 days past due as of the Cutoff Date and (F) 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
(E) above.

                                     SCH-B-
<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.

REPOSSESSIONS

                                     SCH-C-
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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.    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.

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

                                     SCH-C-
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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-
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                                                                       EXHIBIT A

                             SERVICER'S CERTIFICATE



                                     EX-B-1