AMERICREDIT CORP
SERVICING AND CUSTODIAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.67
<SEQUENCE>16
<FILENAME>dex1067.txt
<DESCRIPTION>SERVICING AND CUSTODIAN AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.67
                                                                  EXECUTIVE COPY



                 AMERICREDIT FINANCIAL SERVICES OF CANADA LTD.,

                                   as Servicer

                                       and



                      AMERICREDIT FINANCIAL SERVICES, INC.

                                  as Custodian

                                       and



                       AMERICREDIT CANADA FUNDING TRUST I,

                                  as Purchaser

                                 by its trustee

                            CIBC MELLON TRUST COMPANY

                                       and



                    CONGRESS FINANCIAL CORPORATION (CANADA),

                               as Collateral Agent




                        SERVICING AND CUSTODIAN AGREEMENT




                          Osler, Hoskin & Harcourt LLP

                             Barristers & Solicitors

                                Toronto, Ontario

<PAGE>

                               TABLE OF CONTENTS


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                                                                                                                      Page
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ARTICLE 1
     DEFINITIONS ..............................................................................................        1
     1.1   Definitions ........................................................................................        1
     1.2   Other Terms ........................................................................................        2
     1.3   References to Sections, Articles and Exhibits ......................................................        2
     1.4   Number and Gender ..................................................................................        2
     1.5   Currency ...........................................................................................        2
     1.6   Actions on Days Other Than Business Days ...........................................................        2

ARTICLE 2
     ADMINISTRATION AND SERVICING OF RECEIVABLES ..............................................................        2
     2.1   Duties of the Servicer .............................................................................        2
     2.2   Collection of Receivable Payments; Modifications of Receivables; ...................................        3
     2.3   Realization upon Receivables .......................................................................        5
     2.4   Insurance ..........................................................................................        6
     2.5   Maintenance of Security Interests in Vehicles ......................................................        7
     2.6   Covenants, Representations, and Warranties of Servicer .............................................        7
     2.7   Purchase of Receivables Upon Breach of Covenant or Representation and Warranty .....................       12
     2.8   Servicing Fee; Payment of Certain Expenses by Servicer .............................................       13
     2.9   Servicer's Certificate .............................................................................       13
     2.10  Annual Statement as to Compliance, Notice of Servicer Termination Event ............................       13
     2.11  Access to Certain Documentation and Information Regarding Receivables ..............................       14

ARTICLE 3
      THE SERVICER ............................................................................................       14
      3.1  Liability of Servicer; Indemnities .................................................................       14
      3.2  Merger or Consolidation of, or Assumption of the Obligations of the Servicer .......................       15
      3.3  Limitation on Liability of Servicer and Others .....................................................       16
      3.4  Delegation of Duties ...............................................................................       16
      3.5  Servicer Not to Resign .............................................................................       17

ARTICLE 4
     SERVICER TERMINATION .....................................................................................       17
      4.1  Servicer Termination Event .........................................................................       17
      4.2  Consequences of a Servicer Termination Event .......................................................       18
      4.3  Appointment of Successor ...........................................................................       18
      4.4  Notification to Secured Parties ....................................................................       19
      4.5  Waiver of Past Defaults ............................................................................       19

ARTICLE 5
     THE CUSTODIAN ............................................................................................       19
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                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)


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<S>                                                                                                                  <C>
     5.1   Appointment of Custodian; Acknowledgement of Receipt ................................................      19
     5.2   Maintenance of Records at Office ....................................................................      20
     5.3   Duties of Custodian .................................................................................      20
     5.4   Instructions; Authority to Act ......................................................................      21
     5.5   Indemnification by the Custodian ....................................................................      21
     5.6   Advice of Counsel ...................................................................................      21
     5.7   Effective Period, Termination, and Amendment; Interpretative and Additional Provisions ..............      22
     5.8   Representations, Warranties and Covenants of Custodian ..............................................      22
     5.9   Interim and Temporary Custodian Agreements ..........................................................      24

ARTICLE 6
     MISCELLANEOUS .............................................................................................      24
     6.1   Waivers; Amendments .................................................................................      24
     6.2   Notices .............................................................................................      24
     6.3   Governing Law; Submission to Jurisdiction ...........................................................      26
     6.4   Counterparts ........................................................................................      27
     6.5   Successors and Assigns ..............................................................................      27
     6.6   Confidentiality Agreement ...........................................................................      27
     6.7   Headings ............................................................................................      28
     6.8   No Recourse .........................................................................................      28
</TABLE>

SCHEDULE A FORM OF CUSTODIAN'S ACKNOWLEDGEMENT

EXHIBIT A FORM OF SERVICER'S CERTIFICATE

EXHIBIT B FORM OF SERVICER GUARANTEE

                                      -ii-

<PAGE>

THIS SERVICING AND CUSTODIAN AGREEMENT, dated as of April 30, 2002, is among
AMERICREDIT FINANCIAL SERVICES OF CANADA LTD., as servicer (in such capacity,
the "Servicer"), AMERICREDIT FINANCIAL SERVICES, INC. as custodian (in such
capacity, the "Custodian"), AMERICREDIT CANADA FUNDING TRUST I, a trust
established under the laws of the Province of Ontario (the "Trust" and, together
with its successors and permitted assigns, the "Purchaser") by its trustee CIBC
MELLON TRUST COMPANY and CONGRESS FINANCIAL CORPORATION (CANADA) as collateral
agent (in such capacity, the "Collateral Agent").

PRELIMINARY STATEMENTS. AmeriCredit Canada, the Collateral Agent, and the
Purchaser have entered into a Master Receivables Purchase Agreement, dated as of
the date hereof (the "Master Receivables Purchase Agreement"), pursuant to which
the Seller agrees to sell, transfer and assign to the Purchaser all of its
right, title and interest in and to the Receivables on the terms described
therein.

Pursuant to the Master Receivables Purchase Agreement, the Seller and the
Purchaser will enter into Assignments from time to time (each an "Assignment"),
whereby the Seller will sell, transfer and assign to the Purchaser on the
applicable Receivables Purchase Date all of its right, title and interest in and
to Receivables listed on the Schedules of Receivables attached to such
Assignments and the Related Security.

Pursuant to the Security Agreement, the Purchaser will pledge to the Collateral
Agent for the benefit of the Secured Parties all of its right, title and
interest in the Collateral, including, but not limited to, the Receivables and
the Related Security.

The Servicer is willing to service the Receivables.

The Collateral Agent wishes to appoint the Custodian to hold the Receivable
Files as the custodian on behalf of the Collateral Agent.

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

                                   ARTICLE 1
                                  DEFINITIONS

1.1     Definitions

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

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

"AmeriCredit US" means AmeriCredit Financial Services, Inc.

"AmeriCredit Canada" means AmeriCredit Financial Services of Canada Ltd.

"Collateral Insurance" has the meaning specified therefor in Section 2.4(a).

"Servicer Termination Event" has the meaning specified therefor in Section 4.1.

<PAGE>

                                      -2-

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.

1.2   Other Terms

All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles. All terms used in the
PPSA of Ontario, and not specifically defined herein, are used herein as defined
in such PPSA. Unless the context otherwise requires, "or" means "and/or," and
"including" (and with correlative meaning "include" and "includes") means
including without limiting the generality of any description preceding such
term.

1.3   References to Sections, Articles and Exhibits

Unless otherwise provided, all references herein to Sections, Articles or
Exhibits are references to Sections, Articles and Exhibits of or to the
Agreement.

1.4   Number and Gender

Words importing the singular include the plural and vice versa, and words
importing gender include all genders.

1.5   Currency

Unless otherwise indicated, all amounts stated herein are in Canadian Dollars.

1.6   Actions on Days Other Than Business Days

Where any payment is required to be made or any other action is required to be
taken on a particular day and such day is not a Business Day and, as a result,
such payment cannot be made or action cannot be taken on such day, then such
payment shall be made or such action shall be taken on the first Business Day
after such day.

                                   ARTICLE 2
                  ADMINISTRATION AND SERVICING OF RECEIVABLES

2.1   Duties of the Servicer

      (a)    The Servicer is hereby appointed by and authorized to act as agent
             for the Purchaser and in such capacity shall manage, service,
             administer and make collections on the Receivables, and perform the
             other actions required by the Servicer under this Agreement. The
             Servicer agrees that its servicing of the Receivables shall be
             carried out in accordance with the Credit and Collection Policy and
             with customary and usual procedures of institutions which service
             motor vehicle retail installment sales contracts and, to the extent
             more exacting, the degree of skill and attention that the Servicer
             exercises from time to time with respect to all comparable motor
             vehicle receivables that it services for itself or others. The
             Servicer's duties shall include, without limitation, collection and
             posting of all payments, responding to inquiries of Obligors on the
             Receivables, investigating delinquencies, sending payment coupons
             to Obligors, reporting any

<PAGE>

                                      -3-

             required tax information to Obligors, monitoring the collateral,
             accounting for collections and furnishing monthly and annual
             statements to the Collateral Agent with respect to distributions,
             monitoring the status of Insurance Policies with respect to the
             Financed Vehicles and performing the other duties specified herein.

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

      (c)    The Servicer is hereby authorized to commence, in its own name or
             in the name of the Purchaser or its assignees, a legal proceeding
             to enforce a Receivable pursuant to Section 2.3 or to commence or
             participate in any other legal proceeding (including, without
             limitation, a bankruptcy proceeding) relating to or involving a
             Receivable, an Obligor or a Financed Vehicle. If the Servicer
             commences or participates in such a legal proceeding in its own
             name, the Purchaser shall thereupon be deemed to have automatically
             assigned such Receivable (subject to security interests in favour
             of the Collateral Agent and the Seller) to the Servicer solely for
             purposes of commencing or participating in any such proceeding as a
             party or claimant, and the Servicer is authorized and empowered by
             the Purchaser to execute and deliver in the Servicer's name any
             notices, demands, claims, complaints, responses, affidavits or
             other documents or instruments in connection with any such
             proceeding. The Collateral Agent may, in its reasonable discretion,
             furnish the Servicer with any limited powers of attorney and other
             documents which the Servicer may reasonably request and which the
             Servicer deems necessary or appropriate and take any other steps
             which the Servicer may deem necessary or appropriate to enable the
             Servicer to carry out its servicing and administrative duties under
             this Agreement.

2.2   Collection of Receivable Payments; Modifications of Receivables;

      (a)    Consistent with the standards, policies and procedures required by
             this Agreement and the Credit and Collection Policy, the Servicer
             shall make reasonable efforts to collect all payments called for
             under the terms and provisions of the Receivables

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                                       -4-

             as and when the same shall become due, and shall follow such
             collection procedures as it follows with respect to all comparable
             automobile receivables that it services for itself or others and
             otherwise act with respect to the Receivables, the Dealer
             Agreements, the Dealer Assignments, the Insurance Policies and the
             Related Security in such manner as will, in the reasonable judgment
             of the Servicer, maximize the amount to be received by the
             Purchaser with respect thereto. The Servicer is authorized in its
             reasonable discretion to waive any prepayment charge, late payment
             charge or any other similar fees that may be collected in the
             ordinary course of servicing any Receivable.

       (b)   So long as no Servicer Termination Event shall have occurred and be
             continuing, and in accordance with the Credit and Collection
             Policy, the Servicer may at any time agree to a modification or
             amendment of a Receivable in order to (i) change the Obligor's
             regular due date to a date within the Settlement Period in which
             such due date occurs or (ii) re-amortize the Scheduled Receivables
             Payments on the Receivable following a partial prepayment of
             principal, in accordance with its customary procedures if the
             Servicer believes in good faith that such extension, modification
             or amendment is necessary to avoid a default on such Receivable,
             will maximize Collections with respect to such Receivable, and is
             otherwise in the best interests of the Purchaser.

       (c)   So long as no Servicer Termination Event shall have occurred and be
             continuing, and in accordance with the Credit and Collection
             Policy, the Servicer may grant payment extensions on, or other
             modifications or amendments to, a Receivable (in addition to those
             modifications permitted by Section 2.2(b)) in accordance with the
             Credit and Collection Policy if the Servicer believes in good faith
             that such extension, modification or amendment is necessary to
             avoid a default on such Receivable, will maximize Collections with
             respect to such Receivable and is otherwise in the best interests
             of the Purchaser; provided, that to the extent that documentation
             exists for any such amendment, modification or extension, such
             documentation shall be delivered by the Servicer to the Custodian
             promptly after execution thereof.

             The Servicer shall notify or direct Obligors to make all payments
             on the Receivables, whether by cheque or by direct debit of the
             Obligor's bank account, to be made directly to the following
             account held in the name of the Servicer: SWIFT address: NOSCCATT,
             Financial Institution code: 002 Account # 0163511, transit # 80002
             (the "Depository Account") held at The Bank of Nova Scotia (the
             "Depository Bank"). The Servicer shall notify or direct the
             Depository Bank to deposit all payments on the Receivables into the
             Depository Account no later than the Business Day after receipt,
             and to cause all amounts credited to the Depository Account on
             account of such payments to be transferred to the Collection
             Account no later than the second Business Day after receipt of such
             payments.

             The Servicer shall be obligated and liable to the Purchaser, the
             Collateral Agent and Secured Parties for servicing and
             administering the Receivables and the Related Security in
             accordance with the provisions of this Agreement without diminution
             of such obligation or liability by virtue thereof.

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                                      -5-

           In the event of a termination of the Servicer, the successor Servicer
           shall assume all of the rights and obligations of the outgoing
           Servicer under this Agreement. The outgoing Servicer shall, upon
           request of the Collateral Agent, but at the expense of the outgoing
           Servicer, deliver to the successor Servicer all documents and records
           relating to the Depository Account, if any, and an accounting of
           amounts collected and held in such account.

      (d)  Servicer shall remit all payments by or on behalf of the Obligors
           received directly by the Servicer to the Depository Bank for further
           deposit into the Collection Account, as soon as practicable, but in
           no event later than two Business Days after receipt thereof and shall
           use its best efforts to ensure that any payments that should have
           been deposited to the Collection Account but which, in error, were
           deposited to another account are promptly deposited into the
           Collection Account.

2.3   Realization upon Receivables

      (a)  Consistent with the standards, policies and procedures required by
           this Agreement and the Credit and Collection Policy, the Servicer
           shall use its best efforts to repossess (or otherwise comparably
           convert the ownership of) and liquidate any Financed Vehicle securing
           a Receivable with respect to which the Servicer has determined that
           payments thereunder are not likely to be resumed, as soon as is
           practicable after default on such Receivable but in no event later
           than the date on which all or any portion of a Scheduled Receivables
           Payment has become 91 days delinquent; provided, however, that the
           Servicer may elect not to repossess a Financed Vehicle within such
           time period if in its good faith judgment it determines that the
           proceeds ultimately recoverable with respect to such Receivable would
           be increased by forbearance. The Servicer is authorized to follow
           such customary practices and procedures as it shall deem necessary or
           advisable, consistent with the standard of care required by Section
           2.1, which practices and procedures may include reasonable efforts to
           realize upon any recourse to Dealers, the sale of the related
           Financed Vehicle at public or private sale, the submission of claims
           under an Insurance Policy and other actions by the Servicer in order
           to realize upon such a Receivable. The foregoing is subject to the
           provision that, in any case in which the Financed Vehicle shall have
           suffered damage, the Servicer shall not expend funds in connection
           with any repair or towards the repossession of such Financed Vehicle
           unless it shall determine in its reasonable discretion that such
           repair and/or repossession shall increase the proceeds of liquidation
           of the related Receivable by an amount greater than the amount of
           such expenses. The Servicer shall be entitled to recover all
           reasonable expenses incurred by it in the course of repossessing and
           liquidating a Financed Vehicle into cash proceeds, but only out of
           the cash proceeds of such Financed Vehicle, any deficiency obtained
           from the Obligor with respect to such Financed Vehicle or any amounts
           received from the related Dealer with respect to such Financed
           Vehicle, which amounts in reimbursement may be retained by the
           Servicer to the extent of such expenses. The Servicer shall pay on
           behalf of the Purchaser any personal property taxes assessed on
           repossessed Financed Vehicles.

      (b)  If the Servicer elects to commence a legal proceeding to enforce a
           Dealer Agreement or Dealer Assignment, the act of commencement shall
           be deemed to

<PAGE>

                                      -6-

           be an automatic assignment (subject to security interests in favour
           of the Collateral Agent and the Seller) from the Purchaser to the
           Servicer of the rights under such Dealer Agreement and Dealer
           Assignment for purposes of collection only. If, however, in any
           enforcement suit or legal proceeding it is held that the Servicer may
           not enforce a Dealer Agreement or Dealer Assignment on the grounds
           that it is not a real party in interest or a Person entitled to
           enforce the Dealer Agreement or Dealer Assignment, the Seller, at the
           Seller's expense, shall take such steps as the Servicer deems
           reasonably necessary to enforce the Dealer Agreement or Dealer
           Assignment, including, subject to the provisions of this Section
           2.3(b), bringing suit in its name or the name of the Seller or of the
           Purchaser or the Purchaser's assignees. All amounts recovered in any
           legal proceeding shall be remitted directly by the Servicer to the
           Collection Account as provided in Section 2.2(d). Notwithstanding
           anything to the contrary contained herein, (i) the Collateral Agent
           may, in its reasonable discretion, direct the Servicer (whether the
           Servicer is AmeriCredit Canada or any other Person) to commence or
           settle any legal action to enforce collection of any Receivable or to
           foreclose upon or repossess any Related Security and (ii) the
           Servicer shall not make the Collateral Agent, the Purchaser or any
           Secured Party a party to any litigation without the prior written
           consent of such Person; provided, however, that in the case of
           subsection (i) of this sentence, the Servicer may decline or refuse
           to act on instructions provided by the Collateral Agent if, in the
           reasonable determination of the Servicer, such action is not
           consistent with any requirements of law or the Credit and Collection
           Policy, or could result in legal or regulatory action against the
           Servicer.

2.4  Insurance

     (a)   Each Receivable requires the Obligor to maintain physical loss and
           damage insurance, naming the Servicer and its successors and assigns
           as loss payees and permits the holder of such Receivable to obtain
           physical loss and damage insurance at the expense of the Obligor if
           the Obligor fails to maintain such insurance. The Servicer shall
           monitor the status of such physical loss and damage insurance
           coverage thereafter, in accordance with its customary servicing
           procedures. If the Servicer shall determine that an Obligor has
           failed to obtain or maintain a physical loss and damage Insurance
           Policy covering the related Financed Vehicle (including, without
           limitation, during the repossession of such Financed Vehicle) the
           Servicer may enforce the rights of the holder of the Receivable under
           the Receivable to require the Obligor to obtain such physical loss
           and damage insurance in accordance with its customary servicing
           policies and procedures. The Servicer may maintain a vendor's single
           interest or other collateral protection insurance policy with respect
           to all Financed Vehicles ("Collateral Insurance") which policy shall
           by its terms insure against physical loss and damage in the event any
           Obligor fails to maintain physical loss and damage insurance with
           respect to the related Financed Vehicle. All policies of Collateral
           Insurance shall be endorsed with clauses providing for loss payable
           to the Servicer. Costs incurred by the Servicer in maintaining such
           Collateral Insurance shall be paid by the Servicer.

<PAGE>

                                      -7-

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

2.5   Maintenance of Security Interests in Vehicles

Consistent with the policies and procedures required by this Agreement, the
Servicer shall take such steps on behalf of the Purchaser and its assignees as
are necessary to maintain perfection of the security interest created by each
Contract in the related Financed Vehicle, including, but not limited to,
obtaining the execution by the Obligors and the recording, registering, filing,
re-recording, re-filing, and re-registering of all security agreements,
financing statements and continuation statements as are necessary to maintain
the security interest granted by the Obligors under the respective Receivables.
The Servicer shall take all necessary action with respect to the notation of
Receivables and the marking of records of the Purchaser. The Collateral Agent
hereby authorizes the Servicer, and the Servicer agrees, to take any and all
steps necessary to re-perfect such security interest on behalf of the Purchaser
as necessary because of the relocation of a Financed Vehicle or for any other
reason.

2.6   Covenants, Representations, and Warranties of Servicer

      (a)  The Servicer covenants as follows:

           (i)   Liens in Force. The Financed Vehicle securing each Receivable
                 shall not be released in whole or in part from the security
                 interest granted by the related Contract, except upon payment
                 in full of the Receivable or as otherwise contemplated herein
                 or by the other Transaction Documents;

           (ii)  No Impairment. The Servicer shall do nothing to impair the
                 rights of the Purchaser or the Secured Parties in the
                 Receivables, the Dealer Agreements, the Dealer Assignments, the
                 Insurance Policies or the Related Security except as otherwise
                 expressly provided herein or in the Master Receivables Purchase
                 Agreement;

           (iii) No Amendments. The Servicer shall not take or permit any action
                 to extend or otherwise amend the terms of any Receivable,
                 except in accordance with Section 2.2 and the other Transaction
                 Documents;

           (iv)  Conduct of Business. The Servicer shall not make any change in
                 the character of its business except to the extent that such a
                 change would not have a Material Adverse Effect and shall do
                 all things necessary to remain duly incorporated, validly
                 existing and in good standing as a domestic

<PAGE>

                                      -8-

                 corporation in its jurisdiction of incorporation and maintain
                 all requisite authority to conduct its business in each
                 jurisdiction in which its business is conducted;

           (v)   Compliance with Laws. The Servicer shall, and shall cause each
                 of its 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
                 where the failure to so comply could reasonably be expected to
                 have a Material Adverse Effect;

           (vi)  Furnishing of Information and Inspection of Records. The
                 Servicer and the Custodian shall furnish to the Administrator
                 and the Collateral Agent from time to time such information
                 with respect to the Receivables and the Related Security as the
                 Administrator or the Collateral Agent may reasonably request
                 (at the Servicer's or Custodian's expense, respectively),
                 including, without limitation, listings identifying the Obligor
                 and the outstanding balance for each Receivable. The Servicer
                 and the Custodian shall, at any time and from time to time
                 during regular business hours and 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 Servicer or
                 Custodian, respectively, for the purpose of examining such
                 Records, and to discuss matters relating to Receivables and the
                 Related Security or its performance hereunder and under the
                 other Transaction Documents to which it is a party with any of
                 the officers, directors, employees or chartered accountants of
                 the Servicer or Custodian, respectively, having knowledge of
                 such matters;

           (vii) Keeping of Records and Books of Account. The Servicer and the
                 Custodian shall maintain and implement administrative and
                 operating procedures (including, without limitation, an ability
                 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). The Servicer
                 shall give the Collateral Agent notice of any material change
                 in its administrative and operating procedures referred to in
                 the previous sentence. As soon as practicable and in any event
                 not later than March 31, 2003 and each annual anniversary
                 thereof, the Servicer shall deliver or cause to be delivered to
                 the Collateral Agent a report, prepared by a mutually agreed
                 upon independent accounting firm, stating that the independent
                 accountant has performed certain agreed upon procedures
                 including obtaining the monthly Servicer Reports for three
                 randomly selected months with respect to the immediately
                 preceding twelve months and for such monthly

<PAGE>

                                      -9-

                  Servicer Reports the independent accountant shall (i)
                  reconcile the amounts in the monthly Servicer Reports to the
                  Servicer's computer, accounting and other records which will
                  include in such report any amounts not reconciled and (ii)
                  determine compliance with underwriting guidelines and
                  documentation requirements;

           (viii) Credit and Collection Policy.

                  (A)   The Servicer shall comply in all material respects with
                        the Credit and Collection Policy with respect to each
                        Receivable and the related Contract;

                  (B)   Within 10 days after the date of any material change in,
                        or amendment to, the Credit and Collection Policy, the
                        Servicer will deliver to the Collateral Agent a copy of
                        the amended Credit and Collection Policy then in effect
                        indicating such change or amendment or will deliver a
                        copy of such change or amendment;

                  (C)   The Servicer shall not change the Credit and Collection
                        Policy in any way that would have a Material Adverse
                        Effect; and

                  (D)   On each anniversary of the Initial Commitment Expiry
                        Date the Servicer shall deliver to the Collateral Agent
                        a copy of the Credit and Collection Policy.

           (ix)   Change in Accountants or Accounting Policies. The Servicer
                  shall promptly notify the Collateral Agent of any change in
                  its accountants or material change in its accounting policy;

           (x)    No Sales or Liens. Except as otherwise provided herein and in
                  the Master Receivables Purchase Agreement, the Servicer shall
                  not 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 statements) upon or with
                  respect to any of the Collateral or any Depository Account;

           (xi)   Interim Custodian Agreement. The Servicer shall not amend or
                  terminate the Interim Custodian Agreement without the consent
                  of the Collateral Agent; provided that such consent shall not
                  be required following the satisfaction of the Registration
                  Conditions;

           (xii)  Interim Custodian. The Servicer shall ensure that the Interim
                  Custodian maintains continuous possession of the Receivables
                  in accordance with the terms of the Interim Custodian
                  Agreement until such agreement is terminated in accordance
                  with its terms and subject to (xi) above.

           (xiii) Temporary Custodian Agreement. The Servicer shall not amend or
                  terminate the Temporary Custodian Agreement without the
                  consent of the Collateral Agent; provided that such consent
                  shall not be required following the satisfaction of the
                  Registration Conditions;

<PAGE>

                                      -10-

           (xiv) Temporary Custodian. The Servicer shall ensure that the
                 Temporary Custodian maintains continuous possession of the
                 Receivables in accordance with the terms of the Temporary
                 Custodian Agreement until such agreement is terminated in
                 accordance with its terms and subject to (xiii) above.

      (b)  The Servicer represents and warrants as follows:

           (i)   Receivables. Each Receivable represented by the Servicer 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;

           (ii)  Organization and Good Standing. The Servicer has been duly
                 organized and is validly existing and in good standing under
                 the laws of its jurisdiction of organization, with power,
                 authority and legal right to own its properties and to conduct
                 its business as such properties are currently owned and such
                 business is currently conducted, and had at all relevant times,
                 and now has, all power, authority and legal right required to
                 enter into and perform its obligations under this Agreement and
                 each of the other Transaction Documents to which it is a party;

           (iii) Due Qualification. The Servicer is duly qualified to do
                 business, is in good standing and has obtained all necessary
                 licenses and approvals, in all jurisdictions in which the
                 ownership or lease of property or the conduct of its business
                 (including the servicing of the Receivables as required by this
                 Agreement) requires or shall require such qualification except
                 to the extent where the failure to have obtained such licenses
                 and approvals or to be so qualified could not reasonably be
                 expected to have a Material Adverse Effect;

           (iv)  Power and Authority. The Servicer has the full power and
                 authority to execute and deliver this Agreement and the other
                 Transaction Documents to which it is a party and to carry out
                 its terms and their terms, respectively, and the execution,
                 delivery and performance of this Agreement and the other
                 Transaction Documents to which it is a party have been duly
                 authorized by the Servicer by all necessary corporate action;

           (v)   Binding Obligation. This Agreement and the other Transaction
                 Documents to which the Servicer is a party shall constitute
                 legal, valid and binding obligations of the Servicer
                 enforceable against it in accordance with their respective
                 terms, except as enforceability may be limited by bankruptcy,
                 insolvency, reorganization, or other similar laws affecting the
                 enforcement of creditors' rights generally and by equitable
                 limitations on the availability of specific remedies,
                 regardless of whether such enforceability is considered in a
                 proceeding in equity or at law;

<PAGE>

                                      -11-

           (vi)   No Violation. The consummation of the transactions
                  contemplated by this Agreement and the other Transaction
                  Documents to which the Servicer is a party, and the fulfilment
                  of the terms of this Agreement and the Transaction Documents
                  to which the Servicer is a party, shall not conflict with,
                  result in any breach of any of the terms and provisions of, or
                  constitute (with or without notice or lapse of time) a default
                  under, the articles of incorporation or bylaws of the
                  Servicer, or any indenture, agreement, mortgage, deed of trust
                  or other instrument to which the Servicer is a party or by
                  which it is bound, or result in the creation or imposition of
                  any Lien upon any of its properties pursuant to the terms of
                  any such indenture, agreement, mortgage, deed of trust or
                  other instrument, other than this Agreement, or violate any
                  law, order, rule or regulation applicable to the Servicer of
                  any court or of any federal or provincial regulatory body,
                  administrative agency or other governmental instrumentality
                  having jurisdiction over the Servicer or any of its properties
                  and do not require any action by or require the consent of or
                  the filing of any notice with any Governmental Authority or
                  other Person;

           (vii)  No Proceedings. There are no proceedings or investigations
                  pending or, to the Servicer's knowledge, threatened against
                  the Servicer, before any court, regulatory body,
                  administrative agency or other tribunal or governmental
                  instrumentality having jurisdiction over the Servicer or its
                  properties (A) asserting the invalidity of this Agreement or
                  any of the Transaction Documents, (B) seeking to prevent the
                  consummation of any of the transactions contemplated by this
                  Agreement or any of the Transaction Documents, or (C) seeking
                  any determination or ruling that might materially and
                  adversely affect the performance by the Servicer of its
                  obligations under, or the validity or enforceability of, this
                  Agreement or any of the Transaction Documents or (D) that
                  could be reasonably expected to have a Material Adverse
                  Effect;

           (viii) No Consents. The Servicer is not required to obtain the
                  consent of any other party or any consent, license, approval
                  or authorization, or registration or declaration with, any
                  governmental authority, bureau or agency in connection with
                  the execution, delivery, performance, validity or
                  enforceability of this Agreement which has not already been
                  obtained or where the failure to be so obtained could not
                  reasonably be expected to have a Material Adverse Effect;

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

<PAGE>

                                      -12-

           (x)    Chief Executive Office. The Servicer's chief executive office
                  is located in Ontario;

           (xi)   Credit and Collection Policy. Since October 10, 2001, there
                  have been no material changes in the Credit and Collection
                  Policy other than those made in accordance with the terms of
                  this Agreement;

           (xii)  Collections and Servicing. Since October 10, 2001, there has
                  not been any material adverse change in the ability of the
                  Servicer to service and collect the Receivables and there has
                  not been any other change relating to the Servicer that could
                  reasonably be expected to have a Material Adverse Effect; and

           (xiii) Representations and Warranties of the Seller. Each of the
                  representations and warranties of the Seller set forth in
                  Section 4.1 of the Master Receivables Purchase Agreement are
                  true and correct in all material respects as at the time made
                  and the Seller hereby makes all such representations and
                  warranties for the benefit of the Collateral Agent and the
                  Lender.

2.7   Purchase of Receivables Upon Breach of Covenant or Representation and
      Warranty

      (a)  Upon discovery by either of the Servicer or a Responsible Officer of
           the Collateral Agent of a breach of any of the representations,
           warranties or covenants set forth in Sections 2.5, 2.6(a), 5.1, 5.2,
           5.3 or 5.8, the party discovering such breach shall give prompt
           written notice to all of the parties hereto; provided, however, that
           the failure to give any such notice shall not affect any obligation
           of the Servicer under this Section. As of the last day of the Monthly
           Period following its discovery or receipt of notice of any breach of
           any covenant set forth in Sections 2.5, 2.6(a), 5.1, 5.2, 5.3 or 5.8
           which materially and adversely affects the interests of the
           Collateral Agent in any Receivable (including any Defaulted
           Receivable) or any Related Security (or, at AmeriCredit Canada's
           election, the last day of the preceding Monthly Period so following)
           or the related Financed Vehicle, AmeriCredit Canada shall, unless
           such breach shall have been cured in all material respects by the
           last day of the second Monthly Period after such breach, purchase
           from the Purchaser the Receivable affected by such breach and, on the
           related Determination Date, the Servicer shall pay the related
           Outstanding Balance to the Purchaser. It is understood and agreed
           that the obligation of the Servicer to purchase any Receivable
           (including any Defaulted Receivable) with respect to which such a
           breach has occurred and is continuing shall, if such obligation is
           fulfilled, constitute the sole remedy against the Servicer for such
           breach available to the Purchaser, the Secured Parties or the
           Collateral Agent; provided, however, that the Servicer shall
           indemnify the Purchaser, the Collateral Agent and the Secured Parties
           from and against all costs, expenses, losses, damages, claims and
           liabilities, including reasonable fees and expenses of counsel, which
           may be asserted against or incurred by any of them as a result of
           third party claims arising out of the events or facts giving rise to
           such breach.

<PAGE>

                                      -13-

     (b)  Subject to the netting and setoff provisions in Sections 1.7 and 1.10
          of the Master Receivables Purchase Agreement, all Outstanding Balances
          payable by the Seller or the Servicer to the Purchaser as a result of
          any Repurchase Event or any breach of the representations or
          warranties of the Servicer made or contained in this Agreement shall
          be deposited by the Seller or the Servicer, as applicable, into the
          Collection Account as required by Section 2.7 of this Agreement and
          Section 4.7 of the Master Receivables Purchase Agreement, as
          applicable, and such Outstanding Balances shall be allocated and
          applied by the Servicer as a Collection allocable to the Net Loan
          Investment in accordance with this Agreement and the other Transaction
          Documents, as applicable. The Net Loan Investment shall be reduced by
          the amount of such payment applied to the reduction of the Net Loan
          Investment and actually received by the Collateral Agent or the
          Servicer on behalf of the Borrower.

2.8  Servicing Fee; Payment of Certain Expenses by Servicer

On each Settlement Date, the Servicer shall to the extent provided in the
Security Agreement be entitled to receive out of the Collection Account the
Servicing Fee for the related Settlement Period. The Servicer shall be required
to pay all expenses incurred by it in connection with its activities under this
Agreement (including taxes imposed on the Servicer, expenses incurred in
connection with distributions and reports made by the Servicer to the Secured
Parties, except taxes levied or assessed against the Purchaser, and claims
against the Purchaser in respect of indemnification, which taxes and claims in
respect of indemnification against the Purchaser are expressly stated to be for
the account of the Servicer subject to the terms of the Master Receivables
Purchase Agreement) without reimbursement pursuant to Section 6.4 of the
Security Agreement.

2.9  Servicer's Certificate

No later than 5:00 p.m. Eastern time on each Determination Date, the Servicer
shall deliver (facsimile delivery being acceptable) to the Purchaser and the
Collateral Agent a Servicer's Certificate executed by a Responsible Officer of
the Servicer in the form attached hereto as Exhibit A.

2.10 Annual Statement as to Compliance, Notice of Servicer Termination Event

     (a)  The Servicer shall deliver to the Purchaser and the Collateral Agent,
          on or before September 30 (or 90 days after the end of the Servicer's
          fiscal year, if other than June 30) of each year, beginning on
          September 30, 2002, an officer's certificate signed by any Responsible
          Officer of the Servicer, dated as of June 30 (or other applicable
          date) of such year, stating that (i) a review of the activities of the
          Servicer during the preceding 12-month period (or such other period as
          shall have elapsed from the Closing Date to the date of the first such
          certificate) and of its performance under this Agreement has been made
          under such officer's supervision, and (ii) to such officer's
          knowledge, based on such review, the Servicer has fulfilled all its
          obligations under this Agreement throughout such period, or, if there
          has been a default in the fulfillment of any such obligation,
          specifying each such default known to such officer and the nature and
          status thereof.

<PAGE>

                                      -14-

     (b)  The Servicer shall deliver to the Purchaser and the Collateral Agent,
          promptly after the occurrence thereof, but in no event later than two
          (2) Business Days thereafter, written notice in an officer's
          certificate of any event which with the giving of notice or lapse of
          time, or both, would become a Servicer Termination Event under Section
          4.1(a). The Servicer shall, and shall cause the Seller to, deliver to
          the Purchaser, the Collateral Agent and the Servicer promptly after
          the occurrence thereof, but in no event later than two (2) Business
          Days thereafter, written notice in an Officer's Certificate of any
          event which with the giving of notice or lapse of time, or both, would
          become a Servicer Termination Event under any other clause of Section
          4.1.

2.11 Access to Certain Documentation and Information Regarding Receivables

The Servicer shall provide to representatives of the Collateral Agent and of the
Secured Parties reasonable access to the documentation regarding the
Receivables. In each case, such access shall be afforded without charge but only
upon reasonable request and on at least five Business Days' (or if a Termination
Event or Potential Termination Event has occurred, one Business Day's) notice
and during normal business hours. Nothing in this Section shall affect the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the Obligors, and the failure of the Servicer to
provide access as provided in this Section as a result of such obligation shall
not constitute a breach of this Section.

                                   ARTICLE 3
                                  THE SERVICER

3.1  Liability of Servicer; Indemnities

     (a)  The Servicer (in its capacity as such) shall be liable hereunder only
          to the extent of the obligations in this Agreement and the other
          Transaction Documents to which it is a party specifically undertaken
          by the Servicer and the representations made by the Servicer herein
          and the other Transaction Documents to which it is a party.

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

     (c)  The Servicer shall indemnify, defend and hold harmless the Purchaser,
          the Collateral Agent, the Secured Parties and their respective
          officers, directors, agents and employees from and against any taxes
          that may at any time be asserted against any of such parties with
          respect to the transactions contemplated in this Agreement, including,
          without limitation, any sales, gross receipts, tangible or intangible
          personal property, privilege or license taxes (but not including any
          capital taxes, federal or other income taxes, including franchise
          taxes asserted with respect to, and as of the date of, the sale of the
          Receivables and the Related

<PAGE>

                                      -15-

          Security to the Purchaser and withholding taxes) and costs and
          expenses in defending against the same;

     (d)  The Servicer shall be liable to the Purchaser, the Collateral Agent
          and the Secured Parties (collectively, the "Indemnified Parties") to
          the extent of the following, without limiting any other rights which
          the Indemnified Parties may have hereunder or under applicable law,
          the Servicer hereby agrees to indemnify the Indemnified Parties from
          and against any and all costs, expenses, losses, claims, damages or
          liabilities suffered by or imposed upon any Indemnified Party arising
          out of or resulting from (whether directly or indirectly) (a) the
          failure of any information contained in any Servicer's Certificate to
          be true and correct in any material respect, or the failure of any
          other information provided to any Indemnified Party by, or on behalf
          of, the Servicer to be true and correct in any material respect, (b)
          the failure of any representation, warranty or statement made or
          deemed made by the Servicer (or any of their officers) under or in
          connection with this Agreement to have been true and correct in any
          material respect as of the date made or deemed made, (c) the failure
          by the Servicer to comply with any applicable Law with respect to any
          Receivable or the related Contract, (d) any dispute, claim, offset or
          defense of the Obligor to the payment of any Receivable resulting from
          or related to the collection activities in respect of such Receivable,
          or (e) any failure of the Servicer to materially perform its duties or
          obligations in accordance with the provisions hereof or the other
          Transaction Documents;

     (e)  The Servicer shall indemnify the Collateral Agent, the Purchaser and
          their officers, directors, agents and employees thereof against any
          and all loss, liability or expense, (other than overhead and expenses
          incurred in the normal course of business) incurred by each of them in
          connection with the acceptance or administration of the Purchaser and
          the performance of their duties under the Transaction Documents other
          than if such loss, liability or expense is conclusively determined by
          a judicial proceeding to have been incurred by the Collateral Agent as
          a result of any such entity's wilful misconduct, bad faith or
          negligence; and

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

3.2  Merger or Consolidation of, or Assumption of the Obligations of the
     Servicer

Any corporation (i) into which AmeriCredit Canada may be merged or consolidated,
(ii) resulting from any amalgamation, merger or consolidation to which
AmeriCredit Canada shall be a party, (iii) which acquires by conveyance,
transfer, or lease substantially all of the assets of AmeriCredit Canada, or
(iv) succeeding to the business of AmeriCredit Canada, in any of the foregoing
cases shall execute an agreement of assumption to perform every obligation of
AmeriCredit Canada under this Agreement and, whether or not such assumption
agreement is executed, shall be the successor to AmeriCredit Canada under this
Agreement without the

<PAGE>

                                      -16-

execution or filing of any document or any further act on the part of any of the
parties to this Agreement, anything in this Agreement to the contrary
notwithstanding; provided, however, that nothing contained herein shall be
deemed to release AmeriCredit Canada from any obligation as initial Servicer
hereunder. AmeriCredit Canada shall provide notice of any amalgamation, merger,
consolidation, acquisition or succession pursuant to this Section to the
Collateral Agent and the Secured Parties. Notwithstanding the foregoing,
AmeriCredit Canada shall not amalgamate, merge or consolidate with any other
Person or permit any other Person to become a successor to AmeriCredit Canada's
business, unless (x) immediately after giving effect to such transaction, no
representation, warranty or covenant made pursuant to Section 2.6 shall have
been breached (for purposes hereof, such representations and warranties shall
speak as of the date of the consummation of such transaction) there is no
Material Adverse Effect as a result of such succession, amalgamation, merger or
consolidation and no Termination Event or Potential Termination Event shall have
occurred and be continuing, (y) AmeriCredit Canada shall have delivered to the
Collateral Agent and the Purchaser an Officer's Certificate and an Opinion of
Counsel each stating that such amalgamation, consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Agreement relating to such
transaction have been complied with, and (z) AmeriCredit Canada shall have
delivered to the Collateral Agent and the Purchaser an Opinion of Counsel,
stating in the opinion of such counsel, either (A) all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary to preserve and protect the interest of the Purchaser in the
Receivables and the Related Security and reciting the details of the filings or
(B) no such action shall be necessary to preserve and protect such interest.

3.3  Limitation on Liability of Servicer and Others

None of the directors or officers or employees or agents of AmeriCredit Canada
or, subject to Section 3.1 hereof, AmeriCredit Canada (to the extent AmeriCredit
Canada or any Subsidiary or Affiliate of AmeriCredit Canada is the Servicer),
shall be under any liability to the Purchaser, the Collateral Agent or the
Secured Parties, except as provided in this Agreement, for any action taken or
for refraining from the taking of any action pursuant to this Agreement;
provided, however, that this provision shall not protect AmeriCredit Canada or
any such person against any liability that would otherwise be imposed by reason
of their breach of this Agreement or wilful misfeasance, bad faith or negligence
in the performance of duties; provided further that this provision shall not
affect any liability to indemnify the Collateral Agent for costs, taxes,
expenses, claims, liabilities, losses or damages paid by the Collateral Agent,
in its individual capacity. AmeriCredit Canada and any director, officer,
employee or agent of AmeriCredit Canada may rely in good faith on the written
advice of counsel or on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising under this Agreement.

3.4  Delegation of Duties

The Servicer may delegate duties under this Agreement to an Affiliate of
AmeriCredit Canada. The Servicer also may at any time perform through
sub-contractors the specific duties of (i) repossession of Financed Vehicles,
(ii) tracking Financed Vehicles' insurance and (iii) pursuing the collection of
deficiency balances on certain Defaulted Receivables, in each case, without the
consent of the Collateral Agent and may perform other specific duties through
such sub-contractors in accordance with Servicer's customary servicing policies
and procedures, with the

<PAGE>

                                      -17-

prior consent of the Collateral Agent. No delegation or sub-contracting duties
by the Servicer shall relieve the Servicer of its responsibility with respect to
such duties. Neither AmeriCredit Canada nor any party acting as Servicer
hereunder shall appoint any subservicer (other than an Affiliate) hereunder
without the prior written consent of the Collateral Agent.

3.5  Servicer Not to Resign

Subject to the provisions of Section 3.2, the Servicer shall not resign from the
obligations and duties imposed on it by this Agreement as Servicer except upon a
determination that by reason of a change in legal requirements the performance
of its duties under this Agreement would cause it to be in violation of such
legal requirements in a manner which would have a material adverse effect on the
Servicer and the Collateral Agent does not elect to waive the obligations of the
Servicer to perform the duties which render it legally unable to act or to
delegate those duties to another Person. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered and acceptable to the Collateral Agent. No resignation of the
Servicer shall become effective until a successor Servicer that is an eligible
servicer as approved by the Collateral Agent, shall have assumed the
responsibilities and obligations of the Servicer.

                                   ARTICLE 4
                              SERVICER TERMINATION

4.1  Servicer Termination Event

For purposes of this Agreement, each of the following shall constitute a
"Servicer Termination Event":

     (a)  Any failure by the Servicer or the Custodian to make any payment or
          deposit to be made by it when required under the terms of the
          Transaction Documents;

     (b)  Failure on the part of the Servicer or the Custodian to duly observe
          or perform in any material respect any covenant or agreement set forth
          in this Agreement or any other Transaction Document to which it is a
          party, which failure continues unremedied for a period of 3 Business
          Days after the occurrence thereof;

     (c)  Any representation, warranty, certification or statement made by the
          Servicer (including AmeriCredit Canada, if it is the Servicer), the
          Custodian, or the Purchaser, any Seller or any Affiliate of the
          Purchaser or any Seller (in the event that the Purchaser, any Seller
          or such Affiliate is then acting as the Servicer) in this Agreement,
          the Master Receivables Purchase Agreement or in any of the other
          Transaction Documents or in any certificate or report delivered by it
          pursuant to any of the foregoing shall prove to have been incorrect or
          misleading in any material respect when made or deemed made and such
          incorrectness, if capable of being remedied or cured, is not remedied
          or cured within three (3) Business Days after the date when it was
          made or deemed made;

     (d)  The occurrence of a Termination Event listed in Section 3.1 of the
          Master Receivables Purchase Agreement other than items (o), (p), (q),
          (r) and (s); and

<PAGE>

                                      -18-

     (e)  Any Insolvency Event shall occur with respect to the Servicer, any of
          its Subsidiaries or the Custodian.

4.2  Consequences of a Servicer Termination Event

If a Servicer Termination Event shall occur and be continuing, the Collateral
Agent, by notice given in writing to the Servicer and the Custodian may
terminate all of the rights and obligations of AmeriCredit Canada as Servicer
and AmeriCredit US as Custodian under this Agreement. On or after the receipt by
such Servicer and such Custodian of such written notice or upon termination of
the term of such Servicer and such Custodian, all authority, power, obligations
and responsibilities of such Servicer and such Custodian under this Agreement,
whether with respect to the Receivables or the Related Security or otherwise,
automatically shall pass to, be vested in and become obligations and
responsibilities of a successor Servicer and a successor Custodian appointed by
the Collateral Agent); provided, however, that the successor Servicer and the
successor Custodian, respectively, shall have no liability with respect to any
obligation which was required to be performed by the terminated Servicer and
Custodian prior to the date that the successor Servicer and the successor
Custodian become the Servicer and the Custodian or any claim of a third party
based on any alleged action or inaction of the terminated Servicer and
Custodian. The successor Servicer and the successor Custodian are authorized and
empowered by this Agreement to execute and deliver, on behalf of the terminated
Servicer and terminated Custodian, as attorney-in-fact or otherwise, any and all
documents and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination.
The terminated Servicer and terminated Custodian agree to cooperate with the
successor Servicer and successor Custodian in effecting the termination of the
responsibilities and rights of the terminated Servicer and terminated Custodian
under this Agreement, including, without limitation, the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the terminated Servicer for deposit, or have been deposited
by the terminated Servicer, in the Collection Account or thereafter received
with respect to the Receivables and the delivery to the successor Servicer of
all Receivable Files, Monthly Records and Collection Records and a computer tape
in readable form as of the most recent Business Day containing all information
necessary to enable the successor Servicer and successor Custodian to service
the Receivables and the Related Security. The terminated Servicer and terminated
Custodian shall grant the Collateral Agent, the successor Servicer, the
successor Custodian and the Purchaser reasonable access to the terminated
Servicer's and terminated Custodian's premises at the terminated Servicer's and
Custodian's expense provided that at least one Business Day's notice has been
given.

4.3  Appointment of Successor.

     (a)  On and after the time the Servicer receives a notice of termination
          pursuant to Section 4.2, or upon the resignation of the Servicer, the
          Collateral Agent shall appoint an alternate successor Servicer who
          shall be a resident of Canada for purposes of the Income Tax Act
          (Canada) and shall be subject to all the rights, responsibilities,
          restrictions, duties, liabilities and termination provisions relating
          thereto placed on the Servicer by the terms and provisions of this
          Agreement except as otherwise stated herein. The Collateral Agent and
          such successor shall take such action, consistent with this Agreement,
          as shall be necessary to effectuate any such succession. If a
          successor Servicer is acting as Servicer

<PAGE>

                                      -19-

          hereunder, it shall be subject to termination under Section 4.2 upon
          the occurrence of any Servicer Termination Event applicable to it as
          Servicer.

     (b)  Any successor Servicer shall be entitled to such compensation (whether
          payable out of the Collection Account or otherwise) as the Servicer
          would have been entitled to under this Agreement if the Servicer had
          not resigned or been terminated hereunder. The Collateral Agent and
          such successor Servicer may agree on additional compensation to be
          paid to such successor Servicer. In addition, any successor Servicer
          shall be entitled to reasonable transition expenses incurred in acting
          as successor Servicer.

4.4  Notification to Secured Parties

Upon any termination of, or appointment of a successor to, the Servicer, the
Collateral Agent shall give prompt written notice thereof to the Purchaser and
each Secured Party.

4.5  Waiver of Past Defaults

The Collateral Agent may, on behalf of all Secured Parties, waive any default by
the Servicer or the Custodian in the performance of its obligations hereunder
and its consequences. Upon any such waiver of a past default, such default shall
cease to exist, and any Servicer Termination Event arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereto.

                                    ARTICLE 5
                                  THE CUSTODIAN

5.1  Appointment of Custodian; Acknowledgement of Receipt

Subject to the terms and conditions hereof (including Section 5.9 hereof), the
Collateral Agent hereby revocably appoints the Custodian and the Custodian
hereby accepts such appointment, as custodian and bailee on behalf of the
Collateral Agent (for the benefit of the Secured Parties) to maintain exclusive
custody of the Receivable Files relating to the Receivables from time to time
held as part of the Collateral; provided, however, that neither the Collateral
Agent nor any Secured Party shall be responsible for the acts or omissions of
the Custodian. In performing its duties hereunder, the Custodian agrees to act
with that degree of care, skill and attention that a commercial bank acting in
the capacity of a custodian would exercise with respect to files relating to
comparable automotive or other receivables that it services or holds for itself
or others, and, in any event, to exercise at least that degree of care, skill
and attention that it exercises with respect to its own assets. The Custodian,
as of each Receivables Purchase Date with respect to the Receivables sold on
such date, hereby acknowledges receipt of the Receivable File for each
Receivable listed in the Schedules of Receivables attached to the related
Assignment, subject to any exceptions noted on the applicable Custodian's
Acknowledgement. As evidence of its acknowledgement of such receipt of such
Records, the Custodian shall execute and deliver on each Receivables Purchase
Date with respect to the Receivables sold on such date, the Custodian's
Acknowledgement in the form attached hereto as Schedule A.

<PAGE>

                                      -20-

5.2  Maintenance of Records at Office

The Custodian agrees to maintain the Receivable Files at 4001 Embarcadero Drive,
Arlington, Texas 76014 or at such other office as shall from time to time be
identified to the Collateral Agent and the Purchaser, and the Custodian will
hold the Receivable Files in such office on behalf of the Collateral Agent (for
the benefit of the Secured Parties), clearly identified on its records as being
separate from any other instruments and files, including other instruments and
files held by the Custodian, and in compliance with Section 5.3(b) hereof.

5.3  Duties of Custodian

     (a)  Safekeeping. The Custodian shall hold the Receivable Files on behalf
          of the Collateral Agent (for the benefit of the Secured Parties),
          whether at the same or any other location, and shall maintain such
          accurate and complete accounts, records or computer systems pertaining
          to each Receivable File as are required to comply with the terms and
          conditions of the Loan Agreement and the Security Agreement. Each
          Contract shall be stamped to indicate that: "All right, title and
          interest in the foregoing finance contract has been assigned to a
          financial institution in its capacity as agent or collateral agent for
          the secured parties in connection with a credit facility." Each
          Receivable shall be identified on the books and records of the
          Custodian in a manner that (i) is consistent with the practices of a
          commercial bank acting in the capacity of custodian with respect to
          similar receivables, (ii) indicates that the Receivables are held by
          the Custodian on behalf of the Collateral Agent and (iii) is otherwise
          necessary, as reasonably determined by the Custodian, to comply with
          the terms of this Agreement. The Custodian shall conduct, or cause to
          be conducted, periodic physical inspections of the Receivable Files
          held by it under this Agreement, and of the related accounts, records
          and computer systems, in such a manner as shall enable the Collateral
          Agent and the Custodian to verify the accuracy of the Custodian's
          inventory and recordkeeping. Such inspections shall be conducted at
          such times, in such manner and by such persons, including, without
          limitation, Independent Accountants, as the Collateral Agent may
          request and the cost of such inspections shall be borne by the
          Custodian. The Custodian shall promptly report to the Collateral Agent
          any failure on the Custodian's part to hold the Receivable Files and
          maintain its accounts, records and computer systems as herein provided
          and the Custodian shall promptly take appropriate action to remedy any
          such failure. Notwithstanding the above, upon a Servicer Termination
          Event, on or prior to each Receivables Purchase Date, with respect to
          the Receivables sold on such dates, the Custodian shall make copies or
          other electronic file records (e.g., diskettes, CD's, etc.) (the
          "Copies") of the Receivable Files and shall deliver such Copies to the
          Collateral Agent and the Collateral Agent shall hold such Copies on
          behalf of the Secured Parties. Subject to Section 5.3(c) hereof, the
          Custodian shall at all times maintain the original of the fully
          executed original Contract relating to each Receivable in a fire proof
          vault.

     (b)  Access to Records. The Custodian shall, subject only to the
          Custodian's security requirements applicable to its own employees
          having access to similar records held by the Custodian, which
          requirements shall be consistent with the practices of a commercial
          bank acting in the capacity of custodian with respect to similar

<PAGE>

                                      -21-

          files or records, and at such times as may be reasonably imposed by
          the Custodian, permit only the Secured Parties and the Collateral
          Agent or their duly authorized representatives, attorneys or auditors
          to inspect the Receivable Files and the related accounts, records, and
          computer systems maintained by the Custodian pursuant hereto at such
          times as any of the Secured Parties or the Collateral Agent may
          reasonably request provided that at least five Business Days' (or if a
          Termination Event or Potential Termination Event has occurred, one
          Business Day's) notice has been provided to the Custodian.

     (c)  Release of Documents. The Custodian shall release such Receivable
          Files to the Servicer only (1) upon payment in full of such Receivable
          or (2) as required from time to time as appropriate for servicing and
          enforcing any Receivable but, in the case of clause (1) or (2), only
          as is consistent with the terms of the Transaction Documents.

     (d)  Administration; Reports. The Custodian shall, in general, attend to
          all ministerial matters in connection with maintaining custody of the
          Receivable Files on behalf of the Collateral Agent. In addition, the
          Custodian shall assist the Collateral Agent or the Servicer, as the
          case may be, in the preparation of any routine reports to the Secured
          Parties or to regulatory bodies, to the extent necessitated by the
          Custodian's custody of the Receivable Files.

5.4  Instructions; Authority to Act

The Custodian shall be deemed to have received proper instructions with respect
to the Receivable Files upon its receipt of written instructions signed by a
Responsible Officer of the Collateral Agent. Such instructions may be general or
specific in terms.

5.5  Indemnification by the Custodian

The Custodian agrees to indemnify the Secured Parties, the Purchaser and the
Collateral Agent for any and all liabilities, obligations, losses, damage,
payments, costs or expenses of any kind whatsoever (including the fees and
expenses of counsel) that may be imposed on, incurred or asserted against any of
the Purchaser, the Secured Parties and/or the Collateral Agent as the result of
any act or omission in any way relating to the maintenance and custody by the
Custodian of the Receivable Files or any default by the Custodian of its
obligations hereunder; provided, however, that the Custodian shall not be liable
to any party indemnified hereunder for any portion of any such liabilities,
obligations, losses, damages, payments or costs or expenses as are due to the
wilful misfeasance, bad faith or gross negligence of such indemnified party.

5.6  Advice of Counsel

The Custodian shall be entitled to rely and act upon advice of counsel with
respect to its performance hereunder as custodian and shall be without liability
for any action reasonably taken in good faith pursuant to such advice, provided
that such action is not in violation of applicable federal or state law.

<PAGE>

                                      -22-

5.7  Effective Period, Termination, and Amendment; Interpretative and Additional
     Provisions

The provisions of Article 5 of this Agreement shall become effective as of the
date hereof and shall continue in full force and effect until terminated as
hereinafter provided. The provisions of Article 5 of this Agreement may be
amended at any time by agreement of the Collateral Agent, the Purchaser and the
Custodian and may be terminated by either the Collateral Agent or the Custodian
by giving written notice to the other parties, such termination to take effect
no sooner than thirty (30) days after the date of such notice in the case of a
termination by the Collateral Agent (which 30 day period may be shorter as set
forth in the notice of termination in the case of a Termination Event) or ninety
(90) days after the date of such notice in the case of a termination by the
Custodian; provided so long as AmeriCredit US is Custodian, the Custodian shall
not resign from the obligations and duties imposed on it by this Agreement,
except upon a determination that by reason of a change in legal requirements,
the performance of its duties under this Agreement would cause it to be in
violation of such legal requirements in a manner which would have a material
adverse effect on it and the Collateral Agent does not elect to waive the
obligations of the Custodian to perform the duties which render it legally
unable to act or to delegate those duties to another Person; provided, further,
that any such determination permitting the resignation of the Custodian shall be
evidenced by an Opinion of Counsel to such effect delivered to the Collateral
Agent that is acceptable to the Collateral Agent. So long as AmeriCredit US is
serving as Custodian, any termination of AmeriCredit Canada as Servicer under
this Agreement shall terminate AmeriCredit US as Custodian under this Agreement.
Immediately after receipt of notice of termination of this Agreement, the
Custodian shall deliver the Receivable Files to the Collateral Agent on behalf
of the Secured Parties, at such place or places as the Collateral Agent may
designate, and the Collateral Agent, or its agent, as the case may be, shall act
as custodian for such Records on behalf of the Secured Parties until such times
as a successor custodian has been appointed by the Collateral Agent. (For the
avoidance of doubt, during any such period, the Collateral Agent shall be acting
in its capacity as Collateral Agent, including the standard of care and
liability in such capacity, and not as a successor "Custodian" hereunder.) If,
within forty-eight (48) hours after the termination of this Agreement, the
Custodian has not delivered the Receivable Files in accordance with the
preceding sentence, the Collateral Agent may enter the premises of the Custodian
and remove the Receivable Files from such premises. In connection with the
administration of this Agreement, the parties may agree from time to time upon
the interpretation of the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor and purposes of this Agreement, any
such interpretation to be signed by all parties and annexed hereto.

5.8  Representations, Warranties and Covenants of Custodian

     (a)  The Custodian hereby represents and warrants to, and covenants with,
          the Collateral Agent that as of the date hereof and as of each
          Receivable Purchase Date:

          (i)  The Custodian is duly organized, validly existing and in good
               standing under the laws of the state of its incorporation;

          (ii) The Custodian has the full power and authority to hold each
               Receivable File on behalf of the Collateral Agent, and to
               execute, deliver and perform, and to enter into and consummate
               all transactions contemplated by this

<PAGE>

                                      -23-

                Agreement, has duly authorized the execution, delivery and
                performance of this Agreement, has duly executed and delivered
                this Agreement, and this Agreement constitutes a legal, valid
                and binding obligation of the Custodian, enforceable against it
                in accordance with its terms, except as enforcement of such
                terms may be limited by bankruptcy, insolvency or similar laws
                affecting the enforcement of creditors' rights generally and by
                the availability of equitable remedies;

          (iii) The consummation of the transactions contemplated by this
                Agreement and the Transaction Documents to which the Custodian
                is a party, and the fulfilment of the terms of this Agreement
                and the Transaction Documents to which the Custodian is a party,
                shall not conflict with, result in any breach of any of the
                terms and provisions of, or constitute (with or without notice
                or lapse of time) a default under, the articles of incorporation
                or bylaws of the Custodian, or any indenture, agreement,
                mortgage, deed of trust or other instrument to which the
                Custodian is a party or by which it is bound, or result in the
                creation or imposition of any Lien upon any of its properties
                pursuant to the terms of any such indenture, agreement,
                mortgage, deed of trust or other instrument, other than this
                Agreement, or violate any law, order, rule or regulation
                applicable to the Custodian of any court or of any federal or
                state regulatory body, administrative agency or other
                governmental instrumentality having jurisdiction over the
                Custodian or any of its properties and do not require any action
                by or require the consent of or the filing of any notice with
                any Governmental Authority or other Person;

          (iv)  There is no litigation pending or, to the Custodian's knowledge,
                threatened, which if determined adversely to the Custodian,
                would adversely affect the execution, delivery or enforceability
                of this Agreement, or any of the duties or obligations of the
                Custodian thereunder, or which would have a material adverse
                effect on the financial condition of the Custodian;

          (v)   No consent, approval, authorization or order of any court or
                governmental agency or body is required for the execution,
                delivery and performance by the Custodian of or compliance by
                the Custodian with this Agreement or the consummation of the
                transactions contemplated hereby or thereby;

          (vi)  Upon written request of the Collateral Agent, the Custodian
                shall take such steps as requested by the Collateral Agent to
                protect or maintain any interest in any Receivable; and

          (vii) The Custodian has not been notified by any party that any third
                party claims an interest in the Receivables or is requesting the
                Custodian to act as a bailee with respect to the Records, except
                such interests that are created under the Master Receivables
                Purchase Agreement, any Assignments and the Security Agreement.

<PAGE>

                                      -24-

          (b)  The Custodian covenants and warrants to the Collateral Agent and
               each of the Secured Parties that as of the date of each
               Custodian's Acknowledgement: (i) it holds no Adverse Claim, by
               way of security or otherwise, in any Receivable or Receivable
               File; and (ii) the execution of this Agreement and the creation
               of the custodial relationship hereunder does not create any
               Adverse Claim or any other interest, by way of security or
               otherwise, of the Custodian in or to any Receivable or Receivable
               File, other than the Custodian's rights as custodian hereunder.

5.9       Interim and Temporary Custodian Agreements

Notwithstanding any other provision contained in this Agreement, the rights and
obligations of the Custodian under this Agreement shall be suspended until the
Interim Custodian Agreement and the Temporary Custodian Agreement are terminated
in accordance with their terms and the terms of the Master Receivables Purchase
Agreement; provided that this Section 5.9 shall only apply if such agreements
are executed prior to the satisfaction of the Registration Conditions.

                                   ARTICLE 6
                                  MISCELLANEOUS

6.1       Waivers; Amendments

          (a)  No failure or delay on the part of the Collateral Agent 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)  Subject to Section 5.7 hereof, 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; and

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

6.2       Notices

Except as provided below, all communications 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 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 6.2 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)

<PAGE>

                                      -25-

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 6.2.

         If to 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
         Telecopy:   (704) 383-6162

         If to the Purchaser:

         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

         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

<PAGE>

                                      -26-

         Telecopy:   (416) 643-5570

         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.
         801 Cherry Street
         Suite 3900
         Fort Worth, Texas 76102

         Attention:  Treasurer

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

         If to the Custodian:

         AmeriCredit Financial Services, Inc.
         801 Cherry Street
         Suite 3900
         Fort Worth, Texas 76102

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

6.3      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 Purchaser,
               the Collateral Agent, AmeriCredit US, 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 Purchaser,

<PAGE>

                                      -27-

                  the Collateral Agent, AmeriCredit US, 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 Purchaser, the Collateral Agent, AmeriCredit US, 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.

6.4   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.

6.5   Successors and Assigns

      (a)         This Agreement shall be binding on, and inure to the benefit
                  of the Purchaser and AmeriCredit US, AmeriCredit Canada, and
                  their respective successors and assigns; provided, however,
                  that none of AmeriCredit US, the Seller, the Servicer,
                  AmeriCredit Canada, or the Purchaser 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 Collateral Agent except as may be
                  otherwise expressly provided in the Master Receivables
                  Purchase Agreement or the other Transaction Documents.

      (b)         The Collateral Agent may not 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 Purchaser, AmeriCredit US, 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.

6.6   Confidentiality Agreement

      (a)         Each of the Purchaser, AmeriCredit US and AmeriCredit Canada
                  hereby agrees that it will not disclose the contents of this
                  Agreement or any other proprietary or confidential information
                  of 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 Purchaser or an Affiliate thereof, or (z) by
                  order of a court of competent jurisdiction.

<PAGE>

                                      -28-

      (b)         The Collateral Agent hereby agrees that it will not disclose
                  the contents of this Agreement or any other proprietary or
                  confidential information of the Purchaser, AmeriCredit US or
                  AmeriCredit Canada 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.

6.7   Headings

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

6.8   No Recourse

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 Purchaser 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
Purchaser 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 Purchaser 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 Purchaser 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 Purchaser or the Trustee
hereunder.

<PAGE>

                                      -29-

         IN WITNESS OF WHICH each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer on 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 Servicer

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                AMERICREDIT FINANCIAL
                                                SERVICES, INC., as
                                                Custodian

                                                By: ____________________________
                                                    Name:
                                                    Title:

                                                By: ____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                      -30-

                                                  CONGRESS FINANCIAL
                                                  CORPORATION (CANADA), as
                                                  Collateral Agent

                                                  By: __________________________
                                                      Name:
                                                      Title:

                                                  By: __________________________
                                                      Name:
                                                      Title:

<PAGE>

                                   SCHEDULE A
                       FORM OF CUSTODIAN'S ACKNOWLEDGEMENT

AmeriCredit Financial Services, Inc. (the "Custodian"), acting as Custodian
under a Servicing and Custodian Agreement, dated as of April 30, 2002 (the
"Servicing and Custodian Agreement"), between the Custodian, AmeriCredit
Financial Services of Canada Ltd., as Servicer, AmeriCredit Canada Funding Trust
I, as Purchaser and Congress Financial Corporation (Canada), as Collateral
Agent, pursuant to which the Custodian holds on behalf of the Secured Parties
certain Receivable Files (as defined in the Servicing and Custodian Agreement),
hereby acknowledges receipt of the Receivable File for each Receivable listed in
the Schedules of Receivables attached as Exhibits to the Assignments to the
Master Receivables Purchase Agreement, dated [insert date of the relevant
Assignment].

IN WITNESS WHEREOF, AmeriCredit Financial Services, Inc., has caused this
acknowledgement to be executed by its duly authorized officer as of this [ ] day
of [ ], [_____].

                                                AMERICREDIT FINANCIAL SERVICES,
                                                INC., as Custodian

                                                By:_____________________________
                                                    Name:
                                                    Title:

                                                By:_____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                    EXHIBIT A
                         FORM OF SERVICER'S CERTIFICATE



<PAGE>

                                    EXHIBIT B
                           FORM OF SERVICER GUARANTEE

</TEXT>
</DOCUMENT>
