AMERICREDIT CORP
SECURITY AGREEMENT, DATED APRIL 30, 2002
<DOCUMENT>
<TYPE>EX-10.66
<SEQUENCE>15
<FILENAME>dex1066.txt
<DESCRIPTION>SECURITY AGREEMENT, DATED APRIL 30, 2002
<TEXT>
<PAGE>

                                                                   Exhibit 10.66

                                                                  EXECUTION COPY

                 AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.,

                             as Seller and Servicer

                                       and



                       AMERICREDIT CANADA FUNDING TRUST I,

                                   as Borrower

                                 by its trustee

                            CIBC MELLON TRUST COMPANY

                                       and



                    CONGRESS FINANCIAL CORPORATION (CANADA),

                         as Lender and Collateral Agent



                               SECURITY AGREEMENT



                          Osler, Hoskin & Harcourt LLP

                             Barristers & Solicitors

                                Toronto, Ontario

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                    Page
<S>                                                                                  <C>
ARTICLE 1
     DEFINITIONS                                                                     1
     1.1      Defined Terms ....................................................     1
     1.2      Definitions ......................................................     1

ARTICLE 2
     SECURITY INTERESTS ........................................................     2
     2.1      Security Interest ................................................     2
     2.2      Fixed Nature of Security Interests ...............................     2
     2.3      Attachment .......................................................     2
     2.4      Obligations Secured ..............................................     2
     2.5      Borrower's Rights before Default .................................     3
     2.6      Default ..........................................................     3
     2.7      Rights and Remedies ..............................................     3
     2.8      Power of Attorney ................................................     4
     2.9      Payment of Deficiency ............................................     5
     2.10     Assemble the Collateral ..........................................     5
     2.11     Allocation of proceeds ...........................................     5
     2.12     Waivers and Extensions ...........................................     5

ARTICLE 3
     REPRESENTATIONS AND WARRANTIES ............................................     6
     3.1      Representations and Warranties of the Borrower and AmeriCredit
              Canada ...........................................................     6
     3.2      Representations and Warranties of the Servicer ...................     9
     3.3      Survival .........................................................     9
     3.4      Deemed Warranties ................................................     9

ARTICLE 4
     COVENANTS .................................................................     9
     4.1      Affirmative Covenants of AmeriCredit Canada ......................     9
     4.2      Negative Covenants of AmeriCredit Canada .........................    12
     4.3      Hedging Arrangements .............................................    13

ARTICLE 5
     ACCOUNTS ..................................................................    14
     5.1      Accounts .........................................................    14
     5.2      General Provisions Regarding Trust Accounts ......................    15

ARTICLE 6
     COLLECTIONS; DISTRIBUTIONS AND PAYMENTS ...................................    16
     6.1      Collections ......................................................    16
     6.2      Application of Collections .......................................    17
     6.3      Additional Deposits ..............................................    17
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                Page

<S>                                                                              <C>
     6.4      Distributions ...................................................  17
     6.5      Cash Reserve Account ............................................  20
     6.6      Proceeds of Realization. ........................................  21
     6.7      Release .........................................................  21
     6.8      Assignment by Seller ............................................  22
     6.9      Borrowing Base Adjustment Loans .................................  22

ARTICLE 7

     THE COLLATERAL AGENT .....................................................  22
     7.1      Duties of the Collateral Agent ..................................  22
     7.2      Indemnification of Collateral Agent .............................  23
     7.3      Liability of the Collateral Agent ...............................  23

ARTICLE 8

     MISCELLANEOUS ............................................................  25
     8.1      Waivers; Amendments .............................................  25
     8.2      Notices .........................................................  25
     8.3      Governing Law; Submission to Jurisdiction .......................  27
     8.4      Counterparts ....................................................  28
     8.5      Successors and Assigns ..........................................  28
     8.6      Confidentiality Agreement .......................................  28
     8.7      Further Assurances ..............................................  29
     8.8      Headings ........................................................  29
     8.9      Limitation of Liability .........................................  29
</TABLE>

                                      -ii-

<PAGE>

                               Security AGREEMENT

THIS SECURITY AGREEMENT dated as of April 30, 2002, among CONGRESS FINANCIAL
CORPORATION (CANADA), as lender and collateral agent (together with its
permitted successors and assigns, the "Lender" or "Collateral Agent", as
applicable), AMERICREDIT CANADA FUNDING TRUST I, a trust established under the
laws of the Province of Ontario (the "Trust" and, together with its successor
and permitted assigns, the "Borrower") by its trustee CIBC MELLON TRUST COMPANY
and AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., as Servicer and Seller
("AmeriCredit Canada").

PRELIMINARY STATEMENTS. Subject to the terms and conditions of this Agreement,
the Borrower desires to grant a security interest in and to the Collateral,
including the Borrower's interest in the Receivables and related property, that
includes the Borrower's interest in certain retail automotive installment sales
contracts secured by automobiles.

Pursuant to the Loan Agreement, the Lender has provided certain loans to the
Borrower and the Borrower will be obligated to pay the principal of and interest
on the loans in accordance with the terms of the Loan Agreement.

The Borrower is granting a security interest in the Collateral to the Collateral
Agent, for the benefit of the Lender, to secure the payment and performance of
the Borrower of its obligations under this Agreement, the Loan Note and the Loan
Agreement.

In consideration of the mutual agreements, provisions and covenants contained
herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

1.1  Defined Terms

Unless the context otherwise requires or unless otherwise specified, all the
terms used in this Agreement without initial capitals which are defined in the
PPSA (Ontario) have the same meanings in this Agreement as in the PPSA
(Ontario).

1.2  Definitions

In this Agreement, the following terms shall have the meanings set out below:

"Agreement" means this agreement entitled "Security Agreement" including any
recitals and schedules to this Agreement, as may be modified, amended, restated,
replaced or supplemented from time to time;

"Obligations" has the meaning specified therefor in Section 2.4;

"Loan Agreement" means the Loan Agreement, dated as of the date hereof, among
the Borrower, AmeriCredit Canada, as Seller, Servicer and individually, the
Lender and the Collateral Agent, as amended, supplemented or otherwise modified
from time to time.

<PAGE>

                                      -2-

"Master Receivables Purchase Agreement" means the master receivables purchase
agreement, dated as of the date hereof, among the Seller, the Purchaser and the
Collateral Agent, as such agreement may be amended, supplemented or otherwise
modified from time to time.

"Security Interest" means the Lien granted under Section 2.1.

All other capitalized terms not otherwise defined shall have the respective
meanings set out in the Master Receivables Purchase Agreement and the Loan
Agreement, as the case may be.

                                   ARTICLE 2
                               SECURITY INTERESTS

2.1  Security Interest

As general and continuing security for the payment, repayment and the
performance of each of the Obligations of the Borrower to the Lender, the
Borrower hereby grants to the Collateral Agent on behalf of the Lender and the
Collateral Agent a continuing, specific and fixed security interest in all of
the Collateral provided that once the Collateral Agent has released its interest
in a Receivable and the Related Security pursuant to and in accordance with this
Agreement, such Receivable and Related Security shall no longer be part of the
Collateral.

2.2  Fixed Nature of Security Interests

The Security Interest is intended to operate as a fixed and specific charge of
all of the Collateral presently existing, and with respect to all future
Collateral, to operate as a fixed and specific charge of such future Collateral.

2.3  Attachment

The Borrower acknowledges that value has been given. The Security Interest is
intended to attach, as to all of the Collateral, upon the execution by the
Borrower of this Agreement.

2.4  Obligations Secured

The Collateral constitutes and will constitute continuing security for the
following obligations (the "Obligations") of the Borrower to the Lender:

     (a)   Indebtedness - The prompt payment, as and when due and payable, of
           all amounts now or hereafter owing by the Borrower to the Lender and
           the Collateral Agent under the Loan Agreement, the Loan Note, this
           Agreement and the other Transaction Documents whether now existing or
           hereafter incurred, matured or unmatured, direct, indirect or
           contingent, including any amendments, restatements, supplements,
           extensions, renewals and replacements thereof; and

     (b)   Performance of Agreements - The strict performance and observance by
           the Borrower of all agreements, warranties, representations,
           covenants and conditions of the Borrower in favour of the Lender and
           the Collateral Agent made pursuant to the Loan Agreement, the Loan
           Note, this Agreement and the other Transaction Documents, in each
           case, as now in effect or as hereafter entered into, amended,
           restated, supplemented, renewed, extended or replaced from time to
           time.

<PAGE>

                                      -3-

2.5  Borrower's Rights before Default

Until the occurrence of a Termination Event and subject to the terms of this
Agreement and the other Transaction Documents, the Borrower is entitled to deal
with the Collateral in the ordinary course of business in accordance with the
terms and provisions of the Master Receivables Purchase Agreement, the Loan
Agreement, the Loan Note and the other Transaction Documents.

2.6  Default

The Borrower shall be in default under this Agreement upon the occurrence of any
Termination Event.

2.7  Rights and Remedies

Should the Obligations be accelerated pursuant to Section 3.2 of the Loan
Agreement, the Collateral Agent may exercise any or all of the rights and
remedies contained in this Agreement or otherwise afforded by law, in equity or
otherwise. The Collateral Agent shall have the right to enforce one or more
remedies successively or concurrently in accordance with applicable law and the
Collateral Agent expressly retains all rights and remedies not inconsistent with
the provisions in this Agreement including all the rights it may have under the
PPSA. Without limiting the generality of the foregoing, the Collateral Agent
may, upon acceleration of the Obligations and to the extent permitted by
applicable law:

     (a)   Collection of Purchased Interest - (i) on written notice to the
           Borrower and the Administrator, exercise (in whole or in part) any
           and all rights, remedies, powers and privileges of the Borrower
           pursuant to the Master Receivables Purchase Agreement and the other
           Transaction Documents (including the appointment of a successor
           Servicer) to the extent that they constitute or relate to the
           Collateral in the place and stead and to the exclusion of the
           Borrower and the Administrator, and upon such notice the
           Administrator shall cease to have any powers to act as agent and
           administrator for and on behalf of the Trustee under the Master
           Receivables Purchase Agreement, or (ii) notify and direct the
           Obligors under any Receivable to make all payments whatever to the
           Collateral Agent or its agent or designee and the Collateral Agent or
           its agent or designee shall be entitled to hold such amounts received
           and any proceeds thereof as part of the Collateral. Any amounts
           received by the Borrower after such notification shall be deemed to
           be held in trust for the Collateral Agent (in the same medium
           received) and shall be turned over to the Collateral Agent or its
           agent or designee at the request of the Collateral Agent;

     (b)   Retain the Collateral - Retain and administer the Collateral in the
           Collateral Agent's sole and unfettered discretion, which discretion
           the Borrower hereby acknowledges is commercially reasonable, and may
           exercise the Borrower's rights and remedies under the Master
           Receivables Purchase Agreement, the Servicing Agreement, the Hedging
           Arrangements and the Assignments;

     (c)   Dispose of the Collateral - Dispose of any Collateral with or without
           notice, advertising or any other formality, all of which is hereby
           waived by the Borrower to the extent permitted by law. The Collateral
           Agent may, to the extent permitted

<PAGE>

                                      -4-

           by law, at their discretion establish the terms of such disposition.
           All payments made pursuant to such dispositions shall be credited
           against the Obligations only as they are actually received. The
           Collateral Agent may, to the extent permitted by law, enter into,
           rescind or vary any contract for the disposition of any Collateral
           and may dispose of any Collateral again without being answerable for
           any loss occasioned thereby;

     (d)   Payment of Encumbrances - Pay any encumbrance, lien, claim or charge
           that may exist or be threatened against the Collateral. Any amount so
           paid together with costs, charges and expenses incurred in connection
           therewith shall be added to the Obligations;

     (e)   Dealing with Collateral - Subject to applicable law, seize, collect,
           realize, borrow money on the security of, release to third parties,
           sell or otherwise deal with the Collateral in such manner, upon such
           terms and conditions, at such time or times and place or places and
           for such consideration as may seem to the Collateral Agent advisable
           and without notice to the Borrower. The Collateral Agent may charge
           on its own behalf and pay to others sums for expenses incurred and
           for services rendered (expressly including without limitation, legal,
           consulting, broker, management, receivership and accounting fees) in
           or in connection with seizing, collecting, realizing, borrowing on
           the security of, selling or obtaining payment of the Collateral and
           may add all such sums to the Obligations;

     (f)   Possession - Immediately take possession of all of the Collateral or
           any part or parts thereof by action or otherwise, with power, among
           other things, to exclude the Borrower, to preserve and maintain the
           Collateral and make additions and replacements thereto and pay
           therefrom all reasonable expenses and charges of maintaining,
           preserving, protecting and operating the Collateral (payment of which
           may be necessary to preserve or protect the Collateral) and all sums
           expended shall be added to the Obligations;

     (g)   Proofs of Claim - File proofs of claim and other documents to
           establish its claim in any proceedings relative to the Borrower;

     (h)   Actions or Proceedings - With or without taking possession of all or
           any part of the Collateral and at the Borrower's expense, take any
           action or proceedings to observe or perform or cause to be observed
           or performed any covenant, agreement, proviso or stipulation relating
           to any of the Collateral, when and to the extent the Collateral Agent
           deems advisable; and

     (i)   Other Remedies - exercise or pursue any other remedy or proceeding
           which the Collateral Agent is entitled, authorized or permitted
           hereby or by law or in equity in order to enforce the security
           constituted by this Agreement.

2.8  Power of Attorney

Upon the occurrence, and during the continuance of, a Termination Event, or a
Potential Termination Event, and, in respect of the execution of the Purchaser
Assignment referred to in Sections 1.7(e)(i) and 1.10(e)(iii) of the Master
Receivables Purchase Agreement, the fulfillment

<PAGE>

                                      -5-

of the transactions contemplated in Sections 1.7(e)(i) and 1.10(e)(iii) of the
Master Receivables Purchase Agreement and the execution of documents referred to
in Section 6.7(b) hereof, the Borrower hereby constitutes and appoints any agent
or representative from the Collateral Agent from time to time, or any receiver
appointed of the Borrower as provided for in this Agreement, the true and lawful
attorney of the Borrower irrevocably with full power of substitution to do, make
and execute all such documents, acts, matters or things with the right to use
the name of the Borrower whenever and wherever it may be deemed necessary or
expedient in connection with the exercise of its rights and remedies set forth
in this Agreement or in Section 1.7(e)(i) of the Master Receivables Purchase
Agreement, respectively. Without limiting the generality of the foregoing, the
Collateral Agent or its agent is authorized to sign any financing statements and
similar forms which may be necessary or desirable to perfect the Security
Interest in any jurisdiction on behalf of the Borrower. The Borrower hereby
declares that the irrevocable power of attorney granted hereby, being coupled
with an interest, is given for valuable consideration.

2.9  Payment of Deficiency

If the proceeds of realization are insufficient to pay all monetary Obligations,
the Borrower shall forthwith pay or cause to be paid to the Collateral Agent any
deficiency and the Collateral Agent may sue the Borrower to collect the amount
of such deficiency.

2.10 Assemble the Collateral

To assist the Collateral Agent in the implementation of such rights and
remedies, the Borrower will, at its own risk and expense and immediately upon
the Collateral Agent's request, assemble and prepare for removal such items of
the Collateral as are selected by the Collateral Agent as shall, in the
Collateral Agent's sole judgment, have a value sufficient to cover all the
Obligations.

2.11 Allocation of proceeds

All monies collected or received by the Collateral Agent in respect of the
Collateral may be held by the Collateral Agent and will be applied in accordance
with the Master Receivables Purchase Agreement or Article 6 of this Agreement.

2.12 Waivers and Extensions

The Collateral Agent or the Lender may waive any default or breach by the
Borrower of any of the provisions contained in this Agreement. No waiver shall
extend to a subsequent breach or default, whether or not the subsequent breach
or default is the same as, or similar to, the breach or default waived and no
act or omission of the Collateral Agent shall extend to or be taken in any
manner whatsoever to affect any subsequent breach or default of the Borrower or
the rights of the Collateral Agent or the Lender resulting therefrom. Any such
waiver must be in writing and signed by the Collateral Agent or the Lender to be
effective.

Either the Collateral Agent or the Lender may also grant extensions of time and
other indulgences, accept compositions, grant releases and discharges, release
the Collateral to third parties and otherwise deal with the Borrower's
guarantors or sureties and others and with the Collateral and other securities
as they may see fit without prejudice to the liability of the Borrower to the
Lender or the Collateral Agent, or the Lender's or Collateral Agent's rights,

<PAGE>

                                      -6-

remedies and powers under this Agreement. No extension of time, forbearance,
indulgence or other accommodation now, heretofore or hereafter given by the
Lender or the Collateral Agent to the Borrower shall operate as a waiver,
alteration or amendment of the rights of the Lender or the Collateral Agent or
otherwise preclude the Lender or the Collateral Agent from enforcing such
rights.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties of the Borrower and AmeriCredit Canada

On each Purchase Date, Determination Date, Settlement Date and Funding Date, the
Borrower, the Servicer and AmeriCredit Canada jointly and severally represent
and warrant to the Lender, the Administrator and the Collateral Agent that:

     (a)   Existence and Power. The Borrower is a trust duly organized, validly
           existing and in good standing under the laws of Ontario and has all
           power and all material governmental licenses, authorizations,
           consents and approvals required to carry on its business in each
           jurisdiction in which its business is now conducted. The Borrower is
           duly qualified to do business in, and is in good standing in, every
           other jurisdiction in which the nature of its business requires it to
           be so qualified.

     (b)   Authorization; Contravention. The execution, delivery and performance
           by the Borrower of this Agreement and the other Transaction Documents
           are within the Borrower's trust powers, have been duly authorized by
           all necessary trust action, require no action by or in respect of, or
           require the consent or approval of, or the filing of any notice or
           other documentation with, any Governmental Authority or other Person
           and do not contravene, or constitute a default under, any provision
           of applicable law or regulation or of the Trust Declaration or of any
           agreement, judgment, injunction, order, decree or other instrument
           binding upon the Borrower or result in the creation or imposition of
           any Adverse Claim on the assets of the Borrower.

     (c)   Binding Effect. Each of this Agreement and the other Transaction
           Documents has been duly executed and delivered and constitutes the
           legal, valid and binding obligation of the Borrower, enforceable in
           accordance with its terms, subject to applicable bankruptcy,
           insolvency, moratorium or other similar laws affecting the rights of
           creditors generally.

     (d)   Perfection. Both immediately preceding and after giving effect to
           each Funding, the Borrower shall be the legal and beneficial owner of
           all of the Receivables, Related Security and Collections, free and
           clear of all Adverse Claims. On or prior to each Funding and each day
           on which a Receivable is sold to the Borrower by AmeriCredit Canada
           pursuant to the Master Receivables Purchase Agreement, all financing
           statements and other documents required to be recorded or filed in
           order to perfect and protect (subject to any security interests
           perfected by possession) (i) the Borrower's interest in the
           Receivables, the Related Security with respect thereto and all
           Proceeds thereof against all Persons and (ii) the interest of the
           Lender in the Collateral against all Persons and the Borrower will

<PAGE>

                                       -7-

           have been duly filed in each filing office necessary for such
           purpose, and all filing fees and taxes, if any, payable in connection
           with such filings shall have been paid in full.

     (e)   Accuracy of Information. All information heretofore furnished by the
           Borrower to the Collateral Agent, the Lender or any of the other
           Persons party hereto for purposes of or in connection with this
           Agreement, the other Transaction Documents or any transaction
           contemplated hereby or thereby is, and all such information hereafter
           furnished by the Borrower to any such Person will be, true and
           accurate in every material respect, and the Borrower has not omitted
           to disclose any information which is material to the transaction on
           the date such information is furnished.

     (f)   Tax Status. All tax returns (federal, provincial and local) required
           to be filed with respect to the Borrower have been filed and there
           has been paid or adequate provision made for the payment of all
           material taxes, assessments and other governmental charges in respect
           of the Borrower.

     (g)   Action, Suits. There are no actions, suits or proceedings pending, or
           to the knowledge of the Borrower threatened, against or affecting the
           Borrower or its properties in or before any court, arbitrator or
           other body. The Borrower is not in violation of any order of any
           Governmental Authority.

     (h)   Use of Proceeds. The proceeds of any Funding will be used by the
           Borrower to (i) acquire the Receivables and the Related Security from
           AmeriCredit Canada pursuant to the Master Receivables Purchase
           Agreement or (ii) as otherwise expressly permitted by the Transaction
           Documents.

     (i)   Place of Business. (i) The principal place of business and chief
           executive office (as such terms are defined in the PPSA) of the
           Borrower and the office where the Borrower keeps its records and (ii)
           the office where the Borrower keeps its Records concerning the
           Receivables and Related Security, respectively are located at:

           (i)   320 Bay Street
                 Toronto, Ontario  M5H 4A6; and

           (ii)  4001 Embarcadero Drive
                 Arlington, Texas  76014

     (j)   Good Title. Upon each Funding and on each day on which a Receivable
           and Related Security is sold to the Borrower by AmeriCredit Canada
           pursuant to the Master Receivables Purchase Agreement, the Collateral
           Agent on behalf of the Lender shall acquire a valid and perfected
           first priority security interest in each Receivable and Related
           Security that exists on the date of such Funding and sale and in the
           Collections with respect thereto free and clear of any Adverse Claim.

     (k)   Nature of Receivables. Each Receivable represented by the Borrower or
           Servicer (to the extent the Servicer is AmeriCredit Canada or any
           Subsidiary or Affiliate of

<PAGE>

                                      -8-

          AmeriCredit Canada) to be an Eligible Receivable (including in any
          report, document or instrument delivered hereunder or in connection
          with the other Transaction Documents) satisfies at the time of such
          representation or inclusion the definition of "Eligible Receivable"
          set forth in the Master Receivables Purchase Agreement.

     (l)  Collection and Servicing; Material Adverse Effect. Since October 10,
          2001, there has not been any material adverse change in the ability of
          the Servicer (to the extent the Servicer is AmeriCredit Canada or any
          Subsidiary or Affiliate of AmeriCredit Canada) to service and collect
          the Receivables.

     (m)  No Termination  Event. No event has occurred and is continuing and no
          condition exists which constitutes a Termination Event or a Potential
          Termination Event.

     (n)  Bulk Sales. No transaction  contemplated  hereby or by the Master
          Receivables Purchase Agreement requires compliance with any bulk sales
          act or similar law.

     (o)  Transfers Under Master Receivables Purchase Agreement. Each Receivable
          which has been transferred to the Borrower by AmeriCredit Canada has
          been purchased by the Borrower from AmeriCredit Canada pursuant to,
          and in accordance with, the terms of the Master Receivables Purchase
          Agreement.

     (p)  Insurance Policies. At the time of the sale of each Receivable and
          Related Security by AmeriCredit Canada to the Borrower pursuant to the
          Master Receivables Purchase Agreement, each Financed Vehicle is
          required to be covered by physical damage insurance obtained by the
          related Obligor at least in the amount required by the related
          Receivable, and each such required insurance policy is required to
          name AmeriCredit Canada as loss payee and is required to be in full
          force and effect.

     (q)  Not Non-Resident. The Borrower is not a non-resident of Canada within
          the meaning of the Income Tax Act (Canada).

     (r)  Name of Borrower; Trust Declaration. The Borrower has not changed its
          name and the Trust Declaration has neither been amended nor rescinded.

     (s)  Compliance. The Borrower has complied in all material respects with
          all Laws in respect of the conduct of its business and ownership of
          its property including the Receivables and the other Collateral.

     (t)  No Servicer Termination Event. No event has occurred and is continuing
          and no condition exists which constitutes a Servicer Termination Event
          or a Potential Servicer Termination Event.

     (u)  Preference; Voidability. With respect to each transfer of Receivables
          and Related Security from the Seller to the Borrower, the Borrower has
          given reasonably equivalent value to the Seller, in consideration for
          such transfer of Receivables and Related Security, and each such
          transfer has not been made for or on account of an antecedent debt
          owed by the Seller to the Borrower and no such transfer is

<PAGE>

                                      -9-

          or may be voidable under any Section of the Bankruptcy and Insolvency
          Act (Canada).

3.2  Representations and Warranties of the Servicer

On each Purchase Date, Determination Date, Settlement Date and Funding Date,
AmeriCredit Canada, in its capacity as the initial Servicer, represents and
warrants to the Lender and the Collateral Agent each of the representations and
warranties made by it under the Servicing Agreement as if each such
representation and warranty were specifically set out herein.

3.3  Survival

The representations and warranties set forth in Sections 3.1 and 3.2 will
survive the date hereof, each Purchase Date and each Funding Date and remain in
full force and effect for the benefit of the Lender and the Collateral Agent.

3.4  Deemed Warranties

Any document, instrument, certificate or notice delivered hereunder by the
Borrower to the Lender or the Collateral Agent shall be deemed a representation
and warranty by the Borrower.

                                   ARTICLE 4
                                   COVENANTS

4.1  Affirmative Covenants of AmeriCredit Canada

At all times from the date hereof to the later to occur of (i) the Facility
Termination Date or (ii) the date on which the Net Loan Investment has been
reduced to zero and all amounts owing under this Agreement, the Loan Agreement,
the Loan Note and the other Transaction Documents shall have been paid in full
in cash, unless the Collateral Agent and the Lender shall otherwise consent in
writing:

     (a)  Financial Reporting and Other Information. AmeriCredit Canada shall,
          and shall cause AmeriCredit Corp. (in respect of items (i) and (ii)
          only) to, maintain, for itself and each of its respective
          Subsidiaries, a system of accounting established and administered in
          accordance with GAAP, and furnish to the Collateral Agent:

          (i)  Annual Reporting. As soon as available and in any event within
               90 days (or the next succeeding Business Day if the last day of
               such period is not a Business Day) after the end of each fiscal
               year, a copy of the audited consolidated financial statements for
               such year for AmeriCredit Corp. and its consolidated Subsidiaries
               prepared in accordance with United States GAAP and any management
               letter (which letter shall be furnished as soon as available)
               prepared by independent certified public accountants acceptable
               to the Collateral Agent, certified, without qualification by such
               accountants and each other report or statement sent to
               shareholders or publicly filed by AmeriCredit Corp.

          (ii) Quarterly Reporting. As soon as available and in any event within
               45 days (or the next succeeding Business Day if the last day of
               such period is not a

<PAGE>

                                      -10-

               Business Day) after the end of each of the first three quarters
               of each fiscal year of AmeriCredit Corp., a consolidated balance
               sheet of AmeriCredit Corp. and its consolidated Subsidiaries as
               of the end of such quarter and including the prior comparable
               period, and a consolidated statement of income of AmeriCredit
               Corp. and its consolidated Subsidiaries for such quarter and for
               the period commencing at the end of the previous fiscal year and
               ending with the end of such quarter, certified by the chief
               financial officer or chief accounting officer of AmeriCredit
               Corp. identifying such documents as being the documents described
               in this Section 4.1(a)(ii) and stating that the information set
               forth therein fairly presents the financial condition of
               AmeriCredit Corp. and its consolidated Subsidiaries as of and for
               the periods then ended, subject to year-end adjustments
               consisting only of normal, recurring accruals.

         (iii) Notice of Termination Events or Potential Termination Events,
               Etc. (A) As soon as possible and in any event within two (2) days
               after the occurrence of each Termination Event, each Potential
               Termination Event or each Servicer Termination Event, a statement
               of the chief financial officer, chief accounting officer or
               treasurer of the Servicer (to the extent the Servicer is
               AmeriCredit Canada or any Subsidiary or Affiliate of AmeriCredit
               Canada) setting forth details of such Termination Event,
               Potential Termination Event or Servicer Termination Event and the
               action which the Borrower proposes to take with respect thereto,
               which information shall be updated promptly from time to time;
               (B) promptly after the Borrower or Administrator obtains
               knowledge thereof, notice of any litigation, investigation or
               proceeding that may exist at any time between the Servicer (to
               the extent the Servicer is AmeriCredit Canada or any Subsidiary
               or Affiliate of AmeriCredit Canada) and any Person that may
               result in a Material Adverse Effect or any litigation or
               proceeding relating to any Transaction Document; and (C) promptly
               after the occurrence thereof, notice of any event which could
               reasonably be expected to have a Material Adverse Effect.

         (iv)  Debt Rating Notification. Within five (5) days after the date of
               any change in AmeriCredit Corp.'s public or private debt ratings,
               if any, a written certification of AmeriCredit Corp.'s public and
               private debt ratings after giving effect to any such change.

         (v)   Other Information. Such other information (including non-
               financial information) with respect to the Borrower, AmeriCredit
               Corp. or AmeriCredit Canada or any of their respective Affiliates
               as the Collateral Agent or the Lender may from time to time
               reasonably request.

(b)      Conduct of Business.

         (i)   AmeriCredit Canada shall, and shall cause AmeriCredi Canada's
               Subsidiaries to, carry on and conduct its business in
               substantially the same manner and in substantially the same
               fields of enterprise as it is presently conducted and do all
               things necessary to remain duly organized, validly

<PAGE>

                                      -11-

               existing and in good standing as a domestic corporation in its
               jurisdiction of organization and maintain all requisite authority
               to conduct its business in each jurisdiction in which its
               business is conducted; and

         (ii)  AmeriCredit Canada shall cause the Borrower to do all things
               necessary to remain as a trust duly organized, validly existing
               and in good standing under the laws of Ontario and to maintain
               the Trust Declaration without amendment or rescission thereto.

(c)      Compliance with Laws. AmeriCredit Canada shall, and shall cause the
         Borrower and shall cause AmeriCredit Canada's Subsidiaries to, comply
         with all laws, rules, regulations, orders, writs, judgments,
         injunctions, decrees or awards to which it or its respective properties
         may be subject.

(d)      Furnishing of Information, Servicer's Report and Inspection of Records.
         AmeriCredit Canada shall, and shall cause the Borrower to, furnish to
         the Collateral Agent from time to time such information with respect to
         the Receivables as the Collateral Agent may reasonably request,
         including, without limitation, listings identifying the Obligor and the
         outstanding balance for each Receivable. The Servicer shall furnish to
         the Collateral Agent on each Determination Date a Servicer's Report.
         AmeriCredit Canada shall, and shall cause the Borrower to, at any time
         and from time to time, during regular business hours, on at least five
         Business Days' (or if a Termination Event or Potential Termination
         Event has occurred, one Business Day's) notice, permit the Collateral
         Agent or the Lender, or their agent or representatives, (i) to examine
         and make copies of and take abstracts from all Records and (ii) to
         visit the offices and properties of the Borrower and/or AmeriCredit
         Canada, as applicable, for the purpose of examining such Records, and
         to discuss matters relating to Receivables or the Borrower's or
         AmeriCredit Canada's performance hereunder and under the other
         Transaction Documents to which such Person is a party with any of the
         officers, directors, employees or chartered accountants of the Borrower
         or AmeriCredit Canada, as applicable, having knowledge of such matters.

(e)      Offices, Records and Books of Account. AmeriCredit Canada shall cause
         the Borrower (i) to keep its principal place of business and chief
         executive office (as such terms or similar terms are used in the PPSA)
         and the office where it keeps its records concerning the Receivables at
         the address of the Borrower set forth in Section 8.2 or at any other
         locations in a province in Canada other than Quebec where all actions
         requested by the Secured Parties to protect and perfect the interest of
         the Collateral Agent, in the Collateral have been taken and completed
         and (ii) to provide the Lender and the Collateral Agent with at least
         30 days' written notice before making any change in the Borrower's name
         or making any other change in the Borrower's location, identity or
         corporate structure that could render any Financing Statement filed in
         connection with the Transaction Documents ineffective to perfect the
         security interest with respect to which such Financing Statement was
         filed. Each notice to the Lender and the Collateral Agent pursuant to
         the foregoing sentence shall set forth the applicable change and the
         effective date thereof. AmeriCredit Canada shall maintain and implement
         administrative and operating procedures (including, without limitation,
         an ability

<PAGE>

                                      -12-

               to recreate records evidencing Receivables in the event of the
               destruction of the originals thereof), and keep and maintain, all
               documents, books, records and other information reasonably
               necessary or advisable for the collection of all Receivables
               (including, without limitation, records adequate to permit the
               daily identification of each new Receivable and all Collections
               of and adjustments to each existing Receivable). AmeriCredit
               Canada shall, and shall cause the Borrower to, give the
               Collateral Agent notice of any material change in the
               administrative and operating procedures of the Borrower or
               AmeriCredit Canada, as applicable, referred to in the previous
               sentence.

         (f)   Performance and Compliance with the Receivables. AmeriCredit
               Canada, at its expense, shall cause the Borrower to, timely and
               fully perform and comply with all material provisions, covenants
               and other promises required to be observed by the Borrower or
               AmeriCredit Canada in respect of the Receivables except where the
               failure to do so could not be reasonably expected to have a
               Material Adverse Effect.

         (g)   Credit and Collection Policies. AmeriCredit Canada shall, and
               shall cause the Borrower to, comply in all material respects with
               the Credit and Collection Policy in regard to each Receivable.

4.2      Negative Covenants of AmeriCredit Canada

At all times from the date hereof to the later to occur of (i) the Facility
Termination Date or (ii) the date on which the Net Loan Investment has been
reduced to zero and all amounts owing under this Agreement, the Loan Agreement,
the Loan Note and the other Transaction Documents shall have been paid in full
in cash, unless the Collateral Agent and the Lender shall otherwise consent in
writing:

         (a)   No Sales, Liens, Etc. Except as otherwise provided herein and in
               the Master Receivables Purchase Agreement, AmeriCredit Canada
               shall not, and shall not permit the Borrower to, sell, assign (by
               operation of law or otherwise) or otherwise dispose of, or create
               or suffer to exist any Adverse Claim (or the filing of any
               financing statement) upon or with respect to any of the
               Collateral, or any account to which any Collections of any
               Receivable are sent, or assign any right to receive income in
               respect thereof.

         (b)   No Extension or Amendment of Receivables. Except as otherwise
               permitted pursuant to the Servicing Agreement or the Credit and
               Collection Policy, AmeriCredit Canada shall not, and shall not
               permit the Borrower to, extend, amend, waive or otherwise modify
               any term or condition of any Receivable.

         (c)   No Amendment of Master Receivables Purchase Agreement.
               AmeriCredit Canada shall not, and shall not permit the Borrower
               to, amend, supplement or otherwise modify the Master Receivables
               Purchase Agreement or the Servicing Agreement or waive any
               provision thereof, in each case except with the prior written
               consent of the Collateral Agent and the Lender; nor shall
               AmeriCredit Canada take, or permit the Borrower to take, any
               other action under the Master Receivables

<PAGE>

                                      -13-

               Purchase Agreement or the Servicing Agreement that could be
               reasonably expected to have a Material Adverse Effect.

         (d)   No Amendment of Administration Agreement. AmeriCredit Canada
               shall not, in its capacity as Administrator, amend, supplement or
               otherwise modify the Administration Agreement without the prior
               written consent of the Collateral Agent and the Lender.

         (e)   Change of Name, Etc. AmeriCredit Canada shall not, and shall not
               permit the Borrower to, change its name, identity or structure or
               the location of its chief executive office or place of business,
               unless at least 30 days prior to the effective date of any such
               change the Borrower or AmeriCredit Canada, as applicable,
               delivers to the Lender and the Collateral Agent such documents,
               instruments or agreements, executed by AmeriCredit Canada, the
               Borrower or the Collateral Agent, as applicable, as are necessary
               to reflect such change and to continue the perfection of the
               Collateral Agent's security interest in the Collateral.
               AmeriCredit Canada shall not, and shall not permit the Borrower
               to, change the location of its chief executive office or place of
               business except to a province in Canada other than Quebec.

4.3      Hedging Arrangements

The Borrower shall (i) at or prior to the time of any Funding, provide to the
Lender and the Collateral Agent an Officer's Certificate stating that the
Borrower has Hedging Arrangements in place satisfying the conditions of this
Section 4.3 as set forth below, and (ii) in connection with any Servicer's
Certificate provided hereunder and to the extent not previously provided,
provide an executed copy of all existing Hedging Arrangements, which Hedging
Arrangements shall be satisfactory to the Collateral Agent and with respect to
which the Borrower shall be the beneficiary, in respect of an aggregate notional
amount at least equal to the Net Loan Investment, and if such Hedging
Arrangement is a swap, not greater than the Aggregate Outstanding Balance of
Eligible Receivables at such time related to such swap. On each Funding Date,
the notional balance of the Hedging Arrangement shall be in an amount at least
equal to the Net Loan Investment and, in the case of a swap, not exceeding the
Aggregate Outstanding Balance of Eligible Receivables at such time (including
any Receivables to be added in connection with such Funding). The form and
structure and counterparty to each Hedging Arrangement shall be acceptable to
the Collateral Agent and the Lender and each Hedging Arrangement must be in full
force and effect at all times during which the Net Loan Investment is greater
than zero. Any counterparty to a Hedging Arrangement shall have a long term
unsecured debt rating of at least A2 from Moody's and A from S&P. With respect
to each Funding, the related Hedging Arrangement shall provide that (a) the
strike rate, if such Hedging Arrangement is an interest rate cap agreement, and
(b) the fixed rate, if such Hedging Arrangement is a swap, is 11.25% less than
the weighted average Annual Percentage Rate on the Receivables related to such
Funding. The related amortization schedule of the Hedging Arrangement shall be
calculated using an ABS prepayment speed of no greater than (x) 0.75%, if such
Hedging Arrangement is an interest rate cap agreement and (y) 1.4%, if such
Hedging Arrangement is a swap. With respect to any Hedging Arrangement, (i) on
and after the Facility Termination Date or the occurrence of a Termination Event
or Potential Termination Event, the Collateral Agent shall have the right, in
its sole discretion, to direct the Borrower's actions with respect thereto and
(ii) the related amortization schedule shall be approved by the Collateral
Agent.

<PAGE>

                                      -14-

                                   ARTICLE 5
                                   ACCOUNTS

5.1      Accounts

         (a)   On or prior to the Closing Date, the Servicer shall establish
               and maintain, in the name of the Borrower for the benefit of the
               Borrower, the Collateral Agent and the Secured Parties, the
               following accounts:

               (i)   an Eligible Deposit Account (the "Collection Account"),
                     bearing a designation clearly indicating that the funds
                     deposited therein are held for the benefit of the Borrower,
                     and subject to the Security Interest in favour of the
                     Collateral Agent and the Secured Parties.

               (ii)  an Eligible Deposit Account (the "Cash Reserve Account"),
                     bearing a designation clearly indicating that the funds
                     deposited therein are held for the benefit of the Borrower,
                     and subject to the Security Interest in favour of the
                     Collateral Agent and the Secured Parties.

               (iii) Prior to the completion of the Registration Conditions the
                     Collection Account and the Cash Reserve Account shall be
                     established at Bank of Montreal and shall be administered
                     by the Collateral Agent in accordance with subsections (b)
                     and (c) below and following the completion of the
                     Registration Conditions such accounts shall be transferred
                     to The Bank of Nova Scotia and administered by the Servicer
                     in accordance with subsections (d) and (e) below.

         (b)   Prior to the completion of the Registration Conditions and
               subject to Section 5.2, funds on deposit in the Trust Accounts
               shall be invested or reinvested by the Collateral Agent in
               Eligible Investments selected by and directed in writing by the
               Servicer (which written direction may be in the form of standing
               instructions); provided, however, it is understood and agreed
               that the Collateral Agent shall not be liable for the selection
               of, or any loss arising from such investment in, Eligible
               Investments. All such Eligible Investments shall be held by the
               Collateral Agent for the benefit of the Borrower, and subject to
               the Security Interest in favour of the Collateral Agent and the
               Secured Parties, provided that on the Business Day prior to each
               Settlement Date all Investment Earnings on funds on deposit
               therein shall be deposited into the Collection Account and shall
               be deemed to constitute a portion of the Available Funds for such
               Settlement Date. Funds on deposit in the Trust Accounts 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 preceding each Settlement Date. Funds deposited in a Trust
               Account on the Business Day that precedes a Settlement Date upon
               the maturity of any Eligible Investments are not required to be
               invested overnight.

         (c)   Prior to the completion of the Registration Conditions, the
               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 (including all income thereon) and all
               such funds, investments, proceeds and income shall be part of the
               Collateral. The

<PAGE>

                                      -15-

               Trust Accounts shall be under the sole dominion and control of
               the Collateral Agent for the benefit of the Lender. If, at any
               time, any of the Trust Accounts ceases to be an Eligible Deposit
               Account, the Collateral Agent (or the Servicer on its behalf)
               shall within 10 Business Days establish a new Trust Account as an
               Eligible Deposit Account and shall transfer any cash and/or any
               investments to such new Trust Account.

         (d)   Following the completion of the Registration Conditions and
               subject to Section 5.2, funds on deposit in the Trust Accounts
               shall be invested or reinvested by the Servicer in Eligible
               Investments selected by the Servicer. All such Eligible
               Investments shall be held by the Borrower, and subject to the
               Security Interest in favour of the Collateral Agent and the
               Secured Parties, provided that on the Business Day prior to each
               Settlement Date all Investment Earnings on funds on deposit
               therein shall be deposited into the Collection Account and shall
               be deemed to constitute a portion of the Available Funds for such
               Settlement Date. Funds on deposit in the Trust Accounts 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 preceding each Settlement Date. Funds deposited in a Trust
               Account on the Business Day that precedes a Settlement Date upon
               the maturity of any Eligible Investments are not required to be
               invested overnight.

         (e)   Following the completion of the Registration Conditions, the
               Borrower 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 (including all income thereon) and all such
               funds, investments, proceeds and income shall be part of the
               Collateral. Subject to the terms of the Account Control Agreement
               being entered into with The Bank of Nova Scotia in respect of the
               Trust Accounts, the Trust Accounts shall be under the sole
               dominion and control of the Borrower for the benefit of
               Collateral Agent and the Lender with access to be provided to the
               Servicer solely for the purpose of complying with the terms of
               this Agreement and the other Transaction Documents until such
               time as the Collateral Agent provides the Borrower and the
               Servicer with a copy of a notice provided to The Bank of Nova
               Scotia in accordance with the terms of the above referenced
               Account Control Agreement. If, at any time, any of the Trust
               Accounts ceases to be an Eligible Deposit Account, the Servicer
               shall within 10 Business Days establish a new Trust Account as an
               Eligible Deposit Account and shall transfer any cash and/or any
               investments to such new Trust Account.

         (f)   If the Collateral Agent or the Lender reasonably believes that
               the deposit of funds into the Depository Account in connection
               with the transactions described in the Transaction Documents are
               in jeopardy of being misdirected to another Person and have
               provided written notice to that effect to the Servicer and
               AmeriCredit Canada then the Servicer or AmeriCredit Canada shall
               use their reasonable commercial efforts to arrange for all
               Persons with an interest in the funds on deposit in the
               Depository Account to enter into an intercreditor agreement in
               form and substance satisfactory to the Collateral Agent as to the
               relative priorities of such Persons with respect to such funds.
               In addition, if the Borrower, the Servicer or AmeriCredit Canada
               enters into any type of intercreditor arrangement with any

<PAGE>

                                      -16-

               other Person with respect to the Depository Account the Servicer
               shall notify the Collateral Agent of same and shall use its
               reasonable commercial efforts to provide similar arrangements to
               the Collateral Agent upon the Collateral Agent's request to do
               so.

5.2      General Provisions Regarding Trust Accounts

         (a)   Prior to the completion of the Registration Conditions, so long
               as no Termination Event shall have occurred and be continuing,
               all or a portion of the funds in the Trust Accounts shall be
               invested in Eligible Investments and reinvested by the Collateral
               Agent subject to the provisions of Section 5.1(b) of this
               Agreement. All income or other gain from investments of moneys
               deposited in the Trust Accounts shall be deposited by the
               Collateral Agent into the Collection Account, and any loss or
               expenses resulting from such investments shall be charged to such
               account. The Servicer or Borrower will not direct the Collateral
               Agent to make any investment of any funds or to sell any
               investment 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 or the proceeds of such sale, in
               either case without any further action by any Person.

         (b)   Prior to the completion of the Registration Conditions, if: (i)
               the Borrower or Servicer shall have failed to give investment
               directions for any funds on deposit in the Trust Accounts to the
               Collateral Agent by 11:00 a.m. (Toronto time) (or such other time
               as may be agreed by the Servicer and the Collateral Agent) on any
               Business Day; or (ii) a Termination Event shall have occurred and
               be continuing then the Collateral Agent shall, to the fullest
               extent practicable, invest and reinvest funds in the Trust
               Accounts in one or more Eligible Investments selected by the
               Collateral Agent.

         (c)   Following the completion of the Registration Conditions, all or a
               portion of the funds in the Trust Accounts shall be invested in
               Eligible Investments and reinvested by the Servicer subject to
               the provisions of Section 5.1(b) of this Agreement. All income or
               other gain from investments of moneys deposited in the Trust
               Accounts shall be deposited by the Servicer into the Collection
               Account, and any loss or expenses resulting from such investments
               shall be charged to such account. The Servicer or Borrower will
               not make any investment of any funds or sell any investment 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 or the proceeds of such sale, in either case
               without any further action by any Person.

                                   ARTICLE 6
                     COLLECTIONS; DISTRIBUTIONS AND PAYMENTS

6.1      Collections

         (a)   Each of the Borrower, AmeriCredit Canada and the Servicer shall,
               and the Servicer shall cause any subservicer to, remit within two
               Business Days of receipt thereof to the Collection Account all
               payments by or on behalf of the Obligors

<PAGE>

                                      -17-

               with respect to the Receivables, and all Liquidation Proceeds and
               other recoveries, both as collected during the Monthly Period.
               Notwithstanding the foregoing, for so long as: (i) AmeriCredit
               Canada remains the Servicer, (ii) no Servicer Termination Event
               shall have occurred and be continuing, and (iii) AmeriCredit
               Canada maintains a long term rating of at least A (low) by DBRS
               and AmeriCredit maintains a short term rating of at least A-1 by
               S&P, the Servicer shall remit such collections with respect to
               each Monthly Period to the Collection Account on the Business Day
               preceding the related Settlement Date. For purposes of this
               Article 6, the phrase "payments by or on behalf of the Obligors"
               shall mean payments made with respect to the Receivables by
               Persons other than the Servicer or the Seller.

         (b)   Collections shall not include any amounts paid by Obligors during
               such Collection Period that (i) were collected in the Depository
               Account and (ii) did not relate to the Receivables. On each
               Settlement Date the Servicer shall pay or distribute to the
               Seller all amounts on deposit in the Collection Account for the
               related Collection Period that do not relate to the amounts
               described in clauses (i) and (ii) above in accordance with the
               instructions contained in the Servicer's Certificate for such
               Settlement Date.

         (c)   The Servicer will also 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 Seller to have resulted from mistaken
               deposits or postings or cheques returned for insufficient funds.
               The amount to be reimbursed hereunder shall be paid to the
               Servicer on the related Settlement Date pursuant to Section
               6.4(b)(iii) upon certification by the Servicer of such amounts in
               the related Servicer's Certificate and the provision of such
               information to the Collateral Agent as may be necessary in the
               opinion of the Collateral Agent to verify the accuracy of such
               certification; provided, however, that the Servicer must provide
               such clarification within 3 months of such mistaken deposit,
               posting, or returned cheque, provided that such reimbursement
               shall not be made following the distribution of related funds
               pursuant to Section 6.4 hereof.

6.2      Application of Collections

         (a)   With respect to each Receivable, all Collections for the Monthly
               Period shall be applied to the related Scheduled Receivables
               Payment.

         (b)   All Liquidation Proceeds shall be applied to the related
               Receivable.

6.3      Additional Deposits

The Servicer and the Seller shall deposit or cause to be deposited in the
Collection Account the Aggregate Outstanding Balance with respect to Receivables
and any Monthly Period on the Business Day preceding the Settlement Date for the
Monthly Period in which the obligation to pay any Outstanding Balance arose. The
Servicer will deposit the Aggregate Outstanding Balance with respect to
Purchased Receivables when such obligations are due, unless the Servicer shall
not be required to make daily deposits pursuant to Section 6.1.

<PAGE>

                                      -18-

6.4      Distributions

         (a)   On each Determination Date with respect to the prior Monthly
               Period and the related Settlement Date, the Servicer shall
               calculate the Monthly Collections, the Available Funds, the
               Servicing Fee, the Administration Fee, the Trust Expenses, the
               Targeted Monthly Principal Payment, the Targeted Additional
               Monthly Principal Payment, the Loan Note Funding Costs, the net
               amount, if any, payable by the Borrower under the Hedging
               Arrangements, the Investment Earnings, the accrued and unpaid
               interest on the Seller Loan Note Balance, the Targeted Seller
               Loan Principal Payment and all other amounts required to
               determine the amounts, if any, to be deposited in or paid from
               each of the Trust Accounts on or before the related Settlement
               Date (or, in the case of payments, if any, due under the Hedging
               Arrangements, on the Business Day preceding the Settlement Date).
               Based on such calculations, the Servicer shall deliver to the
               Collateral Agent a Servicer's Certificate specifying such amounts
               and, depending upon whether the Registration Conditions have been
               satisfied, either instucting the Collateral Agent to make, or
               advising the Collateral Agent that the Servicer is making,
               withdrawals, deposits and payments of the amounts necessary to
               make the distributions and payments provided for in Sections 6.4
               and 6.5 on or before such Settlement Date and the Borrower
               irrevocably consents to the giving of such instructions or
               advice, as the case may be, and the making of such withdrawals,
               deposits and payments.

         (b)   On each Settlement Date (or in the case of payments to the
               counterparties under the Hedging Arrangements pursuant to clause
               (i) below, if any, on the Business Day preceding such Settlement
               Date), all Available Funds for such date shall be applied,
               without duplication, by the Servicer or the Collateral Agent,
               respectively, as follows and in the following priority:

               (i)    to pay any amounts due to any counterparty under any
                      Hedging Arrangement on or for such Settlement Date
                      (exclusive of payments due to such counterparty in
                      connection with any Early Termination Date under (and as
                      defined in) the Hedging Arrangements);

               (ii)   to pay the Administrator and the Trustee, as applicable,
                      pro rata, to pay the Administration Fee and the Trust
                      Expenses (to the extent that such Trust Expenses do not
                      exceed $50,000 per annum) for such Settlement Date and any
                      previous Settlement Dates to the extent not previously
                      paid;

               (iii)  to pay the Servicer, the Servicing Fee, if any, for the
                      immediately preceding Settlement Period and any previous
                      Settlement Dates to the extent not previously paid;

               (iv)   to pay to (A) the Collateral Agent, for the account of the
                      Lender, an amount equal to all accrued and unpaid Loan
                      Note Funding Costs for such Settlement Date and any
                      previous Settlement Dates to the extent not previously
                      paid and any amounts due in respect of the non-utilization
                      fee referred to in paragraph 2 of the Fee Letter and (B)
                      the counterparties under the Hedging Arrangements any
                      amounts due under any Hedging

<PAGE>

                                      -19-

               Arrangements on or for such Settlement Date (and any previous
               Settlement Dates to the extent not previously paid) in respect of
               or in connection with any Early Termination Date under (and as
               defined in) the Hedging Arrangements, pro rata, based on the
               proportion that each amount owing under (A) and (B) above, as
               applicable, bears to the sum of the amounts owing under (A) and
               (B) above;

        (v)    to pay the Collateral Agent, for the account of the Lenders, an
               amount equal to the lesser of (A) the Targeted Monthly Principal
               Payment for such Settlement Date and (B) the Net Loan Investment
               for such Settlement Date;

        (vi)   if such Settlement Date is prior to the occurrence of a
               Termination Event, to pay or deposit to the Cash Reserve Account
               an amount equal to the positive difference, if any, between (A)
               the Cash Reserve Account Required Amount for such Settlement Date
               and (B) the amount on deposit in the Cash Reserve Account on such
               date;

        (vii)  to pay the Collateral Agent, for the account of the Lender, an
               amount equal to the Targeted Additional Monthly Principal Payment
               for such Settlement Date;

        (viii) to pay the Collateral Agent, for the account of the Persons
               entitled thereto, an amount equal to all other Aggregate Unpaids
               for such date described in clauses (iii) and (v) of the
               definition thereof payable to the Lender or the Collateral Agent
               and not paid from distributions made under clauses (b)(ii) to
               (v), both inclusive, above;

        (ix)   an amount equal to all other Aggregate Unpaids for such date
               described in clause (i) of the definition thereof;

        (x)    to pay the Seller (or any transferee or assign pursuant to
               Section 4.9 of the Master Receivables Purchase Agreement) the
               accrued and unpaid interest (including interest on overdue
               interest) on the Seller Loan Note Balance for such Settlement
               Date and any previous Settlement Dates to the extent not
               previously paid;

        (xi)   to pay the Trustee, the Trust Expenses, to the extent not paid
               under clause (b)(ii) for such Settlement Date and any previous
               Settlement Dates to the extent not previously paid;

        (xii)  to retain for the Borrower, the sum of $100 for distribution to
               the beneficiaries of the Borrower;

        (xiii) to pay the Seller (or any transferee or assign pursuant to
               Section 4.9 of the Master Receivables Purchase Agreement), in
               repayment of the outstanding Seller Loan Note Balance, an amount
               equal to the lesser of:

<PAGE>

                                      -20-

               (A) the Targeted Seller Loan Principal Payment for such
                   Settlement Date, and

               (B) the outstanding Seller Loan Note Balance; and

         (xiv) the balance, if any, after application of clauses (i) through
               (xiii) above, shall be paid to the Seller (or any transferee or
               assignee pursuant to Section 4.9 of the Master Receivables
               Purchase Agreement) as part of the Monthly Residual Purchase
               Price Amount.

    (c)  On each Settlement Date the Servicer shall pay, or shall instruct the
         Collateral Agent to pay, to the Seller (or any transferee or assign
         pursuant to Section 4.9 of the Master Receivables Purchase Agreement)
         the Monthly Residual Purchase Price Amount for such date from the
         Monthly Collections for such date after all amounts under Section
         6.4(b) above due to the Lender or Collateral Agent on such date are
         paid. Notwithstanding the foregoing, if there is a Subordinated Loan
         for any Settlement Date under Section 1.6(c) or (e) of the Master
         Receivables Purchase Agreement, the portion of the Monthly Residual
         Purchase Price Amount, if any, otherwise payable to the Seller under
         this Section 6.4(c) and which is set off and netted in accordance with
         the Master Receivables Purchase Agreement against the obligation of the
         Seller to make such Subordinated Loans on such date, shall be included
         in the Monthly Net Collections and the Available Funds for such
         Settlement Date and applied to satisfy the payments to be made pursuant
         to clauses (b)(ii) to (b)(xiii), both inclusive, of this Section
         6.4(c).

6.5 Cash Reserve Account

    (a)  The Seller hereby directs the Borrower to, and the Borrower shall,
         retain in or deposit into the Cash Reserve Account, all Subordinated
         Loans made by the Seller to the Borrower pursuant to Section 1.6(b) and
         (c) of the Master Receivables Purchase Agreement.

    (b)  If the Available Funds for any Settlement  Date (other than the amounts
         on deposit in the Cash Reserve Account) are or will be insufficient to
         provide for the payment in full of the amounts described in Section
         6.4(b)(i) through (viii) hereof, the Collateral Agent shall make a
         withdrawal from the Cash Reserve Account in the amount of such
         deficiency and the proceeds from such withdrawal shall be deposited
         into the Collection Account and applied by the Servicer or the
         Collateral Agent to Available Funds to make the distributions and
         payments required by Section 6.4(b)(i) through (viii), as applicable;
         provided, however that on the first Settlement Date on or after the
         occurrence of a Termination Event the Collateral Agent shall transfer
         all amounts then on deposit in the Cash Reserve Account to the
         Collection Account for application in accordance with Section 6.4(b)
         and thereafter no further amounts shall be deposited to the Cash
         Reserve Account.

    (c)  If on any Settlement Date prior to the occurrence of a Termination
         Event or a Potential Termination Event, the amount on deposit in the
         Cash Reserve Account exceeds the Cash Reserve Account Required Amount
         for such Settlement Date

<PAGE>

                                      -21-

               (after giving effect to all deposits to and withdrawals from the
               Cash Reserve Account on such Settlement Date otherwise than
               pursuant to this Section 6.5(c)), the Collateral Agent shall
               distribute the amount of the excess to the Seller in payment of
               the outstanding Seller Loan Note Balance.

         (d)   If on any Optional Repurchase Date, the amount on deposit in the
               Cash Reserve Account (calculated as of the Optional Repurchase
               Date and after giving effect to the Optional Repurchase and
               Section 6.4(b) above (if applicable on such date)) exceeds the
               Cash Reserve Account Required Amount, the Servicer shall (x) if
               no Termination Event or a Potential Termination Event shall have
               occurred, release to the Seller as an adjustment to the Purchase
               Price an amount equal to the excess of the amount on deposit in
               the Cash Reserve Account over the Cash Reserve Account Required
               Amount and (y) if a Termination Event or a Potential Termination
               Event shall have occurred, retain the amount on deposit in the
               Cash Reserve Account for application as part of Available Funds
               pursuant to Section 6.5 hereof on the next succeeding Settlement
               Date.

6.6      Proceeds of Realization.

         (a)   If the Collateral Agent collects any money or property pursuant
               to Article 2 hereof with respect to the Collateral upon any sale
               or other disposition of the Collateral pursuant to this
               Agreement, it shall pay out the money or property in the
               following order:

               (i)    first: to the Collateral Agent for unpaid fees expenses
                      and other amounts due to the Collateral Agent in
                      connection with such sale or disposition and then to the
                      Trustee for unpaid fees, expenses and other amounts due to
                      the Trustee (not including amounts due for payments to the
                      beneficiaries of the Trust) in connection with such sale
                      or disposition under the Trust Declaration or the Master
                      Receivables Purchase Agreement; and

               (ii)   second: to the Collection Account, for distribution
                      pursuant to the terms and provisions of Section 6.4,
                      Section 6.5 and this Section 6.6.

         (b)   Upon any Termination Event, the Servicer shall, or shall instruct
               the Collateral Agent to, distribute or pay the proceeds of such
               disposition (the "Event of Default Proceeds") deposited into the
               Collection Account under Section 6.6(a)(ii) on the Settlement
               Date on which the Event of Default Proceeds are deposited in the
               Collection Account (or, if such proceeds are not so deposited on
               a Settlement Date, on the Settlement Date immediately following
               such deposit), to make the payments or deposits specified in
               Sections 6.4 and 6.5 of this Agreement (after the application on
               such Settlement Date of the Available Funds, funds on deposit in
               the Cash Reserve Account) from the Event of Default Proceeds and
               any funds remaining on deposit in the Cash Reserve Account.

6.7      Release

         (a)   The Collateral Agent shall be deemed to have (i) released from
               the security interest granted herein to the Collateral Agent any
               Repurchased Receivables and

<PAGE>

                                      -22-

               Related Assets and any other Receivables and the Related Security
               and Collections repurchased by the Seller or purchased by the
               Servicer in accordance with the Master Receivables Purchase
               Agreement or the Servicing Agreement, as applicable, in each
               case, immediately upon satisfaction of the related Purchase Price
               in accordance with the terms of Section 1.7 or Section 1.10 of
               the Master Receivables Purchase Agreement, including, where
               applicable, the deposit to the Collection Account of the Optional
               Repurchase Price or Outstanding Balance of such Repurchased
               Receivables and Related Assets or other Receivables and (ii)
               reassigned to the Seller or assigned to the Servicer all of the
               Collateral Agent's rights under the Master Receivables Purchase
               Agreement or the Servicing Agreement, as applicable, with respect
               to such Receivable.

         (b)   Notwithstanding the foregoing, the Collateral Agent shall execute
               and deliver to the Seller, at the Seller's request and expense,
               such documents or instruments as are necessary to sell, transfer
               and assign and/or release to the Seller all right title and
               interest of each of the Borrower, the Collateral Agent and the
               Secured Parties in the Repurchased Receivables and Related Assets
               and proceeds thereof.

         (c)   Amounts properly distributed to the Seller (or any transferee or
               assign pursuant to Section 4.9 of the Master Receivables Purchase
               Agreement) pursuant to Section 6.4 shall be deemed released from
               the security interest granted herein to the Collateral Agent, and
               the Seller (and such transferees and assignees) or the Borrower
               shall in no event thereafter be required to refund any such
               distributed amounts.

6.8      Assignment by Seller

The Seller may at any time, with the consent of the Borrower and the Lender or
Collateral Agent which consent shall not be unreasonably withheld or delayed,
sell, transfer, convey or assign in any manner its rights to and interests in
the Seller Loan Note, the principal of, and interest accrued or accruing on, and
any other amounts in respect of, the Seller Loan Note Balance or any other
distributions from the Cash Reserve Account, including interest and other
investment earnings thereon.

6.9      Borrowing Base Adjustment Loans

The proceeds of all Borrowing Base Adjustment Loans made by the Seller to the
Borrower and deposited to the Collection Account pursuant to the Master
Receivables Purchase Agreement shall be applied by the Servicer on behalf of the
Collateral Agent or by the Collateral Agent, as applicable to repay or reduce
the Net Loan Investment on the date such Borrowing Base Adjustment Loans are
made by the Seller and deposited to the Collection Account.

                                   ARTICLE 7
                              THE COLLATERAL AGENT

7.1      Duties of the Collateral Agent

The Lender hereby appoints Congress Financial Corporation (Canada) to act solely
on its behalf as Collateral Agent hereunder and under the other Transaction
Documents, and Congress

<PAGE>

                                      -23-

Financial Corporation (Canada) hereby accepts such appointment. The Collateral
Agent, both prior to the occurrence of a Termination Event hereunder and after a
Termination Event shall have been cured or waived, shall undertake to perform
such duties and only such duties as are specifically set forth in this Agreement
and the other Transaction Documents to which it is a party. The Collateral Agent
shall at all times after the occurrence of a Termination Event which has not
been cured or waived exercise such of the rights and powers vested in it
pursuant to this Agreement using the same degree of care and skill as a prudent
person would exercise or use in the conduct of his or her own affairs.

All Collections received by the Collateral Agent will, pending remittance to the
Lender and the other parties entitled thereto, be held in trust by the
Collateral Agent for the benefit of such parties and together with all other
payment obligations of the Borrower hereunder shall be payable in accordance
with the provisions of Article 6 hereof.

7.2      Indemnification of Collateral Agent

Each of the Borrower and AmeriCredit Canada shall indemnify the Collateral
Agent, its officers, directors, employees and agents as set out in Section 4.1
of the Loan Agreement. This obligation shall survive termination of this
Agreement.

7.3      Liability of the Collateral Agent

         (a)   The Collateral Agent shall be liable in accordance herewith only
               to the extent of the obligations specifically undertaken by the
               Collateral Agent in such capacity herein. No implied covenants or
               obligations shall be read into this Agreement or any other
               Transaction Documents against the Collateral Agent and, in the
               absence of bad faith on the part of the Collateral Agent, the
               Collateral Agent may conclusively rely on the truth of the
               statements and the correctness of the opinions expressed in any
               certificates or opinions furnished to the Collateral Agent and
               conforming to the requirements of this Agreement or any other
               Transaction Document.

         (b)   The Collateral Agent shall not be liable for an error of
               judgment made in good faith by an authorized officer, unless
               it shall be conclusively proved in a judicial proceeding that
               the Collateral Agent shall have been grossly negligent in
               ascertaining the pertinent facts of which the Collateral Agent
               is required by the terms of this Agreement or any other
               Transaction Documents to make itself aware.

         (c)   The Collateral Agent shall not be liable with respect to any
               action taken, suffered or omitted to be taken in good faith in
               accordance with this Agreement or any other Transaction
               Document or at the direction of a Secured Party relating to
               the exercise of any power conferred upon the Collateral Agent
               under this Agreement or any other Transaction Document.

         (d)   The Collateral Agent shall not be charged with knowledge of any
               Termination Event unless an authorized officer obtains actual
               knowledge of such event or the Collateral Agent receives written
               notice of such event from the Borrower or the Lender, as the case
               may be.

<PAGE>

                                      -24-

         (e)  Without limiting the generality of this Section 7.3, the
              Collateral Agent shall have no duty (i) to see to any recording,
              filing or depositing of this Agreement or any other Transaction
              Document or any financing statement or continuation statement
              evidencing a security interest in the Receivables or the Financed
              Vehicles, or to see to the maintenance of any such recording or
              filing or depositing or to any recording, refiling or
              redepositing of any thereof, (ii) to see to any insurance of the
              Financed Vehicles or Obligors or to effect or maintain any such
              insurance, (iii) to see to the payment or discharge of any tax,
              assessment or other governmental charge or any Lien or
              encumbrance of any kind owing with respect to, assessed or levied
              against, any part of the Receivables, (iv) to confirm or verify
              the contents of any reports or certificates of the Borrower
              delivered to the Collateral Agent pursuant to this Agreement or
              any other Transaction Document believed by the Collateral Agent
              to be genuine and to have been signed or presented by the proper
              party or parties or (v) to inspect the Financed Vehicles at any
              time or ascertain or inquire as to the performance or observance
              of any of the Borrower's representations, warranties or
              covenants.

         (f)  The Collateral Agent shall not be required to expend or risk its
              own funds or otherwise incur financial liability in the
              performance of any of its duties hereunder, or in the exercise of
              any of its rights or powers, if there shall be reasonable ground
              for believing that the repayment of such funds or adequate
              indemnity against such risk or liability shall not be reasonably
              assured to it, and none of the provisions contained in this
              Agreement shall in any event require the Collateral Agent to
              perform, or be responsible for the manner of performance of, any
              of the obligations of the Borrower under this Agreement.

         (g)  The Collateral Agent may rely and shall be protected in acting or
              refraining from acting upon any resolution, officer's certificate,
              any Servicer's Certificate, certificate of auditors, or any other
              certificate, statement, instrument, opinion, report, notice,
              request, consent, order, appraisal, bond or other paper or
              document reasonably believed by it to be genuine and to have been
              signed or presented by the proper party or parties.

         (h)  The Collateral Agent may consult with counsel and any opinion of
              such counsel shall be full and complete authorization and
              protection in respect of any action taken or suffered or omitted
              by it under this Agreement or any other Transaction Document in
              good faith and in accordance with such opinion of counsel.

         (i)  The Collateral Agent shall not be liable for any action taken,
              suffered or omitted by it in good faith and believed by it to be
              authorized or within the discretion or rights or powers conferred
              upon it by this Agreement or any other Transaction Document;
              nothing contained in this Agreement, however, shall relieve the
              Collateral Agent of its obligations, upon the occurrence of a
              Termination Event (that shall not have been cured or waived), to
              exercise such of the rights and powers vested in it by this
              Agreement, and to use the same degree of care and skill in their
              exercise as a prudent person would exercise or use under the
              circumstances in the conduct of his or her own affairs.

<PAGE>

                                      -25-

         (j)  The Collateral Agent shall not be bound to make any investigation
              into the facts of matters stated in any resolution, certificate,
              statement, instrument, opinion, report, notice, request, consent,
              order, approval, bond or other paper or document, unless requested
              in writing so to do by the Lender; provided, however, that if the
              payment within a reasonable time to the Collateral Agent of the
              costs, expenses or liabilities likely to be incurred by it in the
              making of such investigation shall be, in the opinion of the
              Collateral Agent, not reasonably assured by the Borrower, the
              Collateral Agent may require reasonable indemnity against such
              cost, expense or liability as a condition to so proceeding. The
              reasonable expense of every such examination shall be paid by the
              Borrower or, if paid by the Collateral Agent, shall be reimbursed
              by the Borrower upon demand.

         (k)  The Collateral Agent may execute any of the trusts or powers
              hereunder or perform any duties under this Agreement either
              directly or by or through the Lender or attorneys or a custodian.
              The Collateral Agent shall not be responsible for any misconduct
              or negligence of any such agent or custodian appointed with due
              care by it hereunder.

                                   ARTICLE 8
                                  MISCELLANEOUS

8.1      Waivers; Amendments

         (a)  No failure or delay on the part of the Collateral Agent or the
              Lender in exercising any power, right or remedy under this
              Agreement shall operate as a waiver thereof, nor shall any single
              or partial exercise of any such power, right or remedy preclude
              any other further exercise thereof or the exercise of any other
              power, right or remedy. The rights and remedies herein provided
              shall be cumulative and nonexclusive of any rights or remedies
              provided by law.

         (b)  The following steps may only be taken by or with the written
              consent of the Collateral Agent and the Lender:

              (i)    an amendment to, or waiver under, this Agreement or any
                     other Transaction Document;

              (ii)   the waiver of any Termination Event or Servicer Termination
                     Event;

              (iii)  after the occurrence of a Termination Event, declaring the
                     Facility Termination Date to have occurred; and

              (iv)   replacing AmeriCredit Canada as Servicer and AmeriCredit US
                     as the Custodian after the occurrence of a Servicer
                     Termination Event.

8.2      Notices

Except as provided below, all communications, reports and notices provided for
hereunder shall be in writing (including telecopy or electronic facsimile
transmission or similar writing) and shall be given to the other party at its
address or telecopy number set forth below or at such other

<PAGE>

                                      -26-

address or telecopy number as such party may hereafter specify for the purposes
of notice to such party. Each such notice or other communication shall be
effective (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified in this Section 8.2 and confirmation is received, (ii)
if given by mail, three (3) Business Days following such posting, if postage
prepaid, or if sent via U.S. certified or registered mail, (iii) if given by
overnight courier, one (1) Business Day after deposit thereof with a national
overnight courier service, or (iv) if given by any other means, when received at
the address specified in this Section 8.2.

If to the Lender or the Collateral Agent:

         Congress Financial Corporation (Canada)
         141 Adelaide Street West
         Suite 1500
         Toronto, Ontario
         M5H 3L9

         Attention:  Enza Augusta

         Telephone: (416) 364-6401
         Telecopy:  (416) 364-8165

         with a copy to:

         Wachovia Securities
         Asset-Backed Finance - Investment Management
         301 S. College St.
         Charlotte, NC 28288-0610

         Attention:  Tim MacPhail

         Telephone: (704) 383-5127
         Facsimile: (704) 383-6162

         If to the Borrower:

         AmeriCredit Canada Funding Trust I
         c/o AmeriCredit Financial Services of Canada Ltd, as Administrator
         1 Robert Speck Parkway, Suite 1420
         Mississauga, Ontario  L4Z 3M3

         Attention:  Treasurer

         Telephone: (905) 804-8258
         Telecopy:  (905) 804-8095

<PAGE>
                                      -27-

         with a copy to:

         CIBC Mellon Trust Company, as Trustee
         320 Bay Street
         P.O. Box 1
         Toronto, Ontario
         M5H 4A6

         Attention: Manager, Corporate Trust Services

         Telecopy:  (416) 643-5570


         Payment Information:

         [BANK]
         ABA _________
         Account __________
         Reference __________


         with a copy to:

         AmeriCredit Financial Services of Canada Ltd.
         801 Cherry Street
         Suite 3900
         Fort Worth, Texas 76102

         Attention:  Treasurer

         Telephone:  (817) 302-7022
         Telecopy:   (817) 302-7942

         If to AmeriCredit Canada:

         AmeriCredit Financial Services of Canada Ltd.
         1 Robert Speck Parkway
         Suite 1420
         Mississauga, Ontario
         L4Z 3M3

         Attention:  Treasurer

         Telephone:  (905) 804-8258
         Telecopy:   (905) 804-8095

         with a copy to:

         AmeriCredit Financial Services of Canada Ltd.

<PAGE>

                                      -28-

         801 Cherry Street
         Suite 3900
         Fort Worth, Texas 76102

         Attention:  Treasurer

         Telephone:  (817) 302-7022
         Telecopy:   (817) 302-7942


8.3      Governing Law; Submission to Jurisdiction

         (a)  This Agreement shall be governed by, and construed in accordance
              with, the law of the Province of Ontario (without giving effect to
              the conflict of laws principles thereof).

         (b)  Any legal action or proceeding with respect to this agreement may
              be brought in the courts of the Province of Ontario and by
              execution and delivery of this Agreement, each of the Borrower,
              the Collateral Agent, the Lender, the Seller, the Servicer and the
              Administrator consents, for itself and in respect of its property,
              to the non-exclusive jurisdiction of those courts. Each of the
              Borrower, the Lender, the Seller, the Servicer and the
              Administrator irrevocably waives, to the maximum extent permitted
              by law, any objection, including any objection to the laying of
              venue or based on the grounds of forum non convenience, which it
              may now or hereafter have to the bringing of any action or
              proceeding in such jurisdiction in respect of this Agreement or
              any document related hereto. The Borrower, the Collateral Agent,
              the Lender, the Seller, the Servicer and the Administrator each
              waive personal service of any claim, notice of motion or
              application, summons, complaint or other process, which may be
              made by any other means permitted by Ontario law.

8.4      Counterparts

This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
one and the same Agreement.

8.5      Successors and Assigns

         (a)  This Agreement shall be binding on, and inure to the benefit of
              the Borrower and AmeriCredit Canada, and their respective
              successors and assigns; provided, however, that neither
              AmeriCredit Canada, nor the Borrower may assign any of its rights
              or delegate any of its duties hereunder or under the Master
              Receivables Purchase Agreement or under any of the other
              Transaction Documents to which it is a party without the prior
              written consent of the Lender.

         (b)  Neither the Collateral Agent nor the Lender may assign its rights
              and obligations under or in this Agreement or the other
              Transaction Documents to any Person other than an Eligible
              Institution without the prior written consent of the

<PAGE>

                                      -29-

              Borrower, the Seller, the Servicer and AmeriCredit Canada,
              provided, however that after the occurrence of a Termination
              Event, the assignee may be any Person and no such consent shall be
              required.

         (c)  The Lender may at any time grant to one or more Persons which
              shall be Eligible Institutions (each a "Participant")
              participating interests in this Agreement; provided however that
              participations may be granted to any Person after the occurrence
              of a Termination Event. In the event of any such grant by the
              Lender of a participating interest to a Participant, the Lender
              shall remain responsible for the performance of its obligations
              hereunder and neither the Borrower nor AmeriCredit Canada shall
              have any obligation to deal with any Participant hereunder. The
              Borrower and AmeriCredit Canada each agree that each Participant
              shall be entitled to the benefits of all representations,
              warranties, covenants, agreements and indemnities of the Borrower
              or AmeriCredit Canada made or contained in this Agreement, all of
              which may be enforced by the Lender for the benefit of itself and
              such participants.

8.6      Confidentiality Agreement

         (a)  Each of the Borrower and AmeriCredit Canada hereby agrees that it
              will not disclose the contents of this Agreement or any other
              proprietary or confidential information of the Lender or the
              Collateral Agent to any other Person except (i) its auditors and
              attorneys, employees or financial advisors (other than any
              commercial bank which is not an Affiliate of the Lender) and any
              nationally recognized rating agency, provided such auditors,
              attorneys, employees, financial advisors or rating agencies are
              informed of the highly confidential nature of such information or
              (ii) as otherwise required (x) by applicable law, (y) under any
              applicable securities legislation, in connection with an offering
              of securities issued by the Borrower or an Affiliate thereof, or
              (z) by order of a court of competent jurisdiction.

         (b)  Each of the Lender and Collateral Agent hereby agrees that it will
              not disclose the contents of this Agreement or any other
              proprietary or confidential information of the Borrower or
              AmeriCredit to any other Person except (i) its auditors and
              attorneys, employees or financial advisors (other than any
              commercial bank which is not an Affiliate of the Lender) and any
              nationally recognized rating agency, provided such auditors,
              attorneys, employees, financial advisors or rating agencies are
              informed of the highly confidential nature of such information or
              (ii) as otherwise required (x) by applicable law or (y) by order
              of a court of competent jurisdiction.

8.7      Further Assurances

Each of the Borrower and AmeriCredit Canada agrees to do such further acts and
things and to execute and deliver to the Lender or the Collateral Agent such
additional assignments, agreements, powers and instruments as are required by
the Lender to carry into effect the purposes of this Agreement, the Loan
Agreement, the Loan Note or the other Transaction Documents or to better assure
and confirm unto the Lender or the Collateral Agent its rights, powers and
remedies hereunder or thereunder.

<PAGE>

                                      -30-

8.8      Headings

Section headings used in this Agreement are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.

8.9      Limitation of Liability

It is expressly understood and agreed by the parties hereto that this Agreement
will be conclusively deemed to have been executed by the Trustee only in its
capacity as trustee of the Borrower and that (i) any and all of the
representations, warranties, undertakings, covenants, indemnities, agreements
and other obligations made on the part of the Trustee herein are made and
intended not as personal representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations by the Trustee or for the purpose
or with the intention of binding the Trustee in its personal capacity, but are
made and intended for the purpose of binding only the property and assets of the
Borrower or a specific portion thereof; (ii) no property or assets of the
Trustee, whether owned beneficially by it in its personal capacity or otherwise
(other than the Trust Fund, as such term is defined in the Trust Declaration),
will be subject to levy, execution or other enforcement procedures with regard
to any of the representations, warranties, undertakings, covenants, indemnities,
agreements and other obligations of the Borrower or the Trustee hereunder; and
(iii) no recourse may be had or taken, directly or indirectly against the
Trustee in its personal capacity, any beneficiary of the Borrower or any
incorporator, Affiliate, shareholder, director, officer, representative,
employee or agent of the Trustee or any predecessor or successor of the Trustee
with regard to the representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations of the Borrower or the Trustee
hereunder.

<PAGE>

                                      -31-

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

                                      AMERICREDIT CANADA FUNDING TRUST I,
                                      by its Trustee, CIBC MELLON TRUST COMPANY,
                                      by AMERICREDIT FINANCIAL SERVICES OF
                                      CANADA LTD. as Administrator

                                         By:____________________________________
                                            Name:
                                            Title:

                                         By:____________________________________
                                            Name:
                                            Title:

                                      AMERICREDIT FINANCIAL SERVICES OF CANADA
                                      LTD., as Seller and initial Servicer

                                         By:____________________________________
                                            Name:
                                            Title:

                                         By:____________________________________
                                            Name:
                                            Title:

                                      CONGRESS FINANCIAL CORPORATION (CANADA),in
                                      its capacity as Lender and as Collateral
                                      Agent


                                       By:______________________________________
                                          Name:
                                          Title:

                                       By:______________________________________
                                          Name:
                                          Title:

</TEXT>
</DOCUMENT>
