Pooling and Servicing Agreement - AmeriCredit Financial Services Inc. and LaSalle National Bank


            THIS  POOLING  AND  SERVICING  AGREEMENT  ("this Agreement"),  
dated as of February 12, 1996,  is  made  with respect  to  the  formation  
of the  AmeriCredit  Automobile Receivables  Trust  1996-A (the "Trust"), 
among  AmeriCredit Financial    Services,   Inc.,   a   Delaware   
corporation, ("AmeriCredit") (in its capacity as Servicer, the "Servicer" and 
in  its  capacity as Seller, the "Seller"), AmeriCredit Receivables   Corp.  
("ARC")  as  the   Initial   Class   B Certificateholder  and  LaSalle 
National  Bank,  a  national banking  association,  as Trustee  (in  such  
capacity,  the "Trustee"),  as  Backup  Servicer  (in  such  capacity,  the 
"Backup   Servicer")  and  as  Collateral  Agent  (in   such capacity, the 
"Collateral Agent").

           WHEREAS, the Seller wishes to establish  a  trust and  provide  
for the allocation and sale of the  beneficial interests  therein and the 
maintenance and  distribution  of the trust estate;

           WHEREAS,  the Servicer has agreed to service  the Receivables,  
which constitute the principal assets  of  the trust estate;

           WHEREAS,  all  things  necessary  to  make   the Certificates,  
when  executed  and  authenticated   by   the Trustee,  valid  instruments, 
and to make this  Agreement  a valid  agreement, in accordance with their  
and  its  terms, have been done; and

          WHEREAS, LaSalle National Bank is willing to serve in the capacity 
of Trustee and Backup Servicer hereunder.

          NOW,  THEREFORE, in consideration of the premises and  the mutual 
agreements herein contained, the Seller, the Servicer,  ARC,  the Trustee and 
the Backup Servicer  hereby agree as follows:

I                       DEFINITIONS



          I.1.   Definitions.  All terms defined in the Spread Account 
Agreement (as defined below) shall have the same meaning  in this  Agreement. 
Whenever capitalized  and  used  in  this Agreement,  the  following words  
and  phrases,  unless  the context   otherwise  requires,  shall  have  the   
following meanings:

          Accountants' Report:  The report  of  a  firm  of nationally  
recognized independent accountants described  in Section 4.11.

          Accounting  Date:  With respect to a Distribution Date,  the  last 
day  of the Collection Period  immediately preceding such Distribution Date.

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

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

          Aggregate Principal Balance:  With respect to any Determination  
Date,  the  sum  of  the  Principal  Balances (computed  as  of  the  related 
Accounting  Date)  for  all Receivables  (other than (i) any Receivable  
that  became  a Liquidated  Receivable during the related Collection  Period 
and  (ii)  any Receivable that became a Purchased Receivable on the 
immediately preceding Deposit Date).

          Agreement:  shall have the meaning set  forth  in the first 
paragraph of this Agreement.

          AmeriCredit:  shall have the meaning set forth in the first 
paragraph of this Agreement.

           Amount   Available:    With   respect   to   any 



Distribution  Date, the sum of (i) the Available  Funds  for the  immediately 
preceding Determination Date, plus (ii) the Deficiency  Claim Amount, if any, 
received  by  the  Trustee with  respect  to  such Distribution Date,  plus  
(iii)  the Policy  Claim  Amount, if any, received by the Trustee  with 
respect to such Distribution Date.

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

           Annual Percentage Rate or APR:  With respect to a Receivable, the 
rate per annum of finance charges stated  in such Receivable as the "annual 
percentage rate" (within  the meaning of the Federal Truth-in-Lending Act).  
If after  the Closing  Date,  the  rate  per  annum  with  respect  to   a 
Receivable as of the Closing Date is reduced as a result  of (i)  an  
insolvency  proceeding  involving  the  Obligor  or (ii) pursuant to the 
Soldiers' and Sailors' Civil Relief Act of  1940, Annual Percentage Rate or 
APR shall refer to  such reduced rate.

           Annual Trustee's Fee:  Shall have the meaning set forth in Section 
11.6.

           ARC:   AmeriCredit Receivables Corp., a  Delaware corporation.

           Available   Funds:    With   respect   to   any Determination 
Date, the sum of (i) the Collected  Funds  for such Determination Date, (ii) 
all Purchase Amounts deposited in  the  Collection Account on the related 
Deposit Date  and (iii) all income from investments of funds in the 
Collection Account during the prior Collection Period.

           Backup Servicer:  LaSalle National Bank,  or  its successor  in  
interest pursuant to Section  10.2,  or  such Person  as  shall have been 
appointed as Backup Servicer  or successor Servicer pursuant to Section 10.3.



           Basic  Servicing  Fee:   With  respect  to   any Collection  
Period,  the fee payable  to  the  Servicer  for services rendered during 
such Collection Period, which shall be  equal  to  one-twelfth of the Basic 
Servicing  Fee  Rate multiplied  by  the Aggregate Principal Balance  as  of  
the first day of the Collection Period.

           Basic  Servicing  Fee  Rate:   2.50%  per  annum, payable monthly 
at one-twelfth of the annual rate.

           Business  Day:   Any day other than  a  Saturday, Sunday,  legal  
holiday  or other day  on  which  commercial banking institutions or trust 
companies in Texas, New  York, Illinois  or  any other location of any 
successor  Servicer, successor   Trustee  or  successor  Collateral   Agent   
are authorized   or  obligated  by  law,  executive   order   or governmental 
decree to be closed.

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

           Certificate:  Any one of the Class A Certificates or Class B 
Certificates executed by the Trustee on behalf of the  Trust in substantially 
the form set forth in Exhibit  A or B, respectively.

           Certificate  Majority:   Holders  of   Class   A Certificates   
and  Class  B  Certificates  representing   a majority  of the sum of the 
Class A Certificate Balance  and the Class B Certificate Balance, or if there 
are no Class  A Certificates  outstanding, holders of Class  B  Certificates 
representing a majority of the Class B Certificate  Balance, provided,  that  
for so long as the Class B  Certificate  is held  by any Affiliate of 
AmeriCredit or by AmeriCredit,  it shall be disregarded for purposes of this 
definition.

           Certificateholder or Holder:  The Person in whose name   a   
Certificate  is  registered  in  the  Certificate Register.

           Certificate  Register and Certificate  Registrar: The register 
maintained and the registrar appointed pursuant to Section 7.3.

          Class:  A class of Certificates.



          Class A Certificate:  Any one of the Certificates executed  by the 
Trust and authenticated by the  Trustee  in substantially the form set forth 
in Exhibit A hereto.

          Class A Certificate Balance:  Initially, the Class A  Percentage  
of  the Cut-off Date Principal  Balance  and, thereafter, the initial Class A 
Certificate Balance  reduced by all amounts distributed to the Class A 
Certificateholders and allocable to principal.

            Class   A   Certificate  Factor:   As   of   any Distribution 
Date, a seven-digit decimal figure equal to the Class  A Certificate Balance 
as of the close of business  on such  Distribution  Date  divided by  the  
initial  Class  A Certificate Balance as of the Cut-off Date.

          Class A Distributable Amount:  On any Distribution Date,  the sum 
of the Class A Principal Distributable Amount and the Class A Interest 
Distributable Amount.

           Class A Interest Carryover Shortfall:  As of  the close  of  
business on any Distribution Date, the excess  of the   Class  A  Interest  
Distributable  Amount   for   such Distribution  Date  plus any outstanding  
Class  A  Interest Carryover  Shortfall  from the preceding  Distribution  
Date plus interest on such outstanding Class A Interest Carryover Shortfall,  
to the extent permitted by law, at the  Class  A Pass-Through  Rate  from  
such preceding  Distribution  Date through  the current Distribution Date, 
over the  amount  of interest  that  the  holders of  the  Class  A  
Certificates actually received on such current Distribution Date.

           Class  A  Interest  Distributable  Amount:   With respect  to  any 
Distribution Date, the sum of (i)  for  the initial  Distribution Date 
forty-one (41) days  of  interest and  for any Distribution Date thereafter, 
thirty (30)  days of  interest, in any case calculated on the basis of a  
360-day year consisting of twelve 30-day months, at the Class  A Pass-Through 
Rate on the Class A Certificate Balance  as  of the  close  of  business on 
the last day  of  the  preceding Collection Period and (ii) any outstanding 
Class A  Interest Carryover   Shortfall  with  respect  to   the   
immediately preceding Distribution Date.

          Class  A  Pass-Through Rate:   5.70%  per  annum, 



calculated  on  the  basis of a 360-day year  consisting  of twelve 30-day 
months.

          Class A Percentage:  92%.

          Class A Principal Carryover Shortfall:  As of the close  of  
business on any Distribution Date, the excess  of the   Class  A  Principal  
Distributable  Amount  plus   any outstanding Class A Principal Carryover 
Shortfall  from  the preceding  Distribution Date over the  amount  of  
principal that  the  holders  of  the  Class A  Certificates  actually 
received on such current Distribution Date.

          Class  A  Principal Distributable  Amount:   With respect  to  any 
Distribution Date, other  than  the  Final Scheduled Maturity Date, without 
duplication, the sum of (x) the  Class  A  Percentage of the sum of  (i)  the 
principal portion  of  all  Collected Funds received  during  or  with 
respect  to  the  immediately  preceding  Collection  Period (other    than   
Liquidated   Receivables   and    Purchased Receivables)   including  the  
principal  portion   of   all prepayments,  (ii) the Principal Balance of all 
Receivables that   became  Liquidated  Receivables  during  the  related 
Collection   Period  (other  than  Purchased   Receivables), (iii)  the 
principal portion of the Purchase Amount  of  all Receivables  that  became 
Purchased Receivables  as  of  the immediately  preceding Accounting Date, 
plus,  in  the  sole discretion  of  the  Security Insurer, provided  no  
Insurer Default  shall have occurred and be continuing, all  or  any lesser 
portion (as the Security Issuer may determine) of the Principal Balance as of 
the immediately preceding Accounting Date  of  all  the  Receivables that  
were  required  to  be purchased  pursuant  to  Sections  3.5  or  4.7  as  
of  the immediately  preceding  Accounting  Date  but  were  not  so 
purchased and (iv) the aggregate amount of Cram Down  Losses that  shall  
have  occurred during  the  related  Collection Period,  and (y) Class A 
Principal Carryover Shortfall.   On the  Final Scheduled Distribution Date 
the Class A Principal Distributable  Amount  shall  be  the  Outstanding  
Class  A Certificate Balance.

          Class B Certificate:  Any one of the Certificates executed  by the 
Trust and authenticated by the  Trustee  in substantially the form set forth 
in Exhibit B hereto.



          Class B Certificate Balance:  Initially, the Class B  Percentage  
of  the Cut-off Date Principal  Balance  and, thereafter, the initial Class B 
Certificate Balance, reduced by  (x)  all amounts distributed (pursuant to 
the  provision set   forth   in   Section  5.5(b)  hereof)   to   Class   B 
Certificateholders and allocable to principal and (y) on any Distribution  
Date  on which (i) the  sum  of  the  Class  A Certificate Balance and the 
Class B Certificate  Balance  as of  such Distribution Date and after taking 
into account all distributions to be made on such Distribution  Date  exceeds 
(ii)  the  Pool  Balance  with respect  to  the  immediately preceding 
Collection Period, the amount of such excess.

          Class   B   Certificate  Factor:   As   of   any Distribution 
Date, a seven-digit decimal figure equal to the Class  B Certificate Balance 
as of the close of business  on such  Distribution  Date  divided by  the  
initial  Class  B Certificate Balance as of the Cut-Off Date.

          Class B Coupon Interest Carryover Shortfall:   As of  the  close  
of  business on any Distribution  Date,  the excess  of  the  Class  B Coupon 
Interest  Amount  for  such Distribution  Date  plus  any  outstanding  Class 
B  Coupon Interest Carryover Shortfall from the preceding Distribution Date, 
over the amount of interest that the holders  of  the Class  B  Certificates 
actually received  on  such  current Distribution Date.

          Class B Coupon Interest Amount:  With respect  to any  
Distribution  Date,  the sum of  (i)  for  the  initial Distribution  Date 
forty-one (41) days of interest  and  for any  Distribution  Date  
thereafter,  thirty  (30)  days  of interest,  in any case calculated on the 
basis of a  360-day year  consisting of twelve 30-day months,  at  the  rate  
of 5.70% per annum in the Class B Certificate Balance as of the close   of  
business  on  the  last  day  of  the  preceding Collection  Period and (ii) 
any outstanding Class  B  Coupon Interest Carryover Shortfall with respect to 
the immediately preceding Distribution Date.

          Class B Excess Interest Amount:  With respect  to any  
Distribution Date, an amount equal to  the  portion  of Available Funds, if 
any, remaining after the distribution of amounts required to be distributed 
on such Distribution Date pursuant to clauses (i) through (vii) of Section 
5.5(a).



          Class B Percentage:  8%.

          Class B Principal Carryover Shortfall:  As of the close  of  
business on any Distribution Date, the excess  of the  Class  B  Principal 
Distributable Amount plus  any  out standing  Class  B  Principal Carryover 
Shortfall  from  the preceding  Distribution Date over the  amount  of  
principal that  the  holders  of  the  Class B  Certificates  actually 
received on such current Distribution Date.

          Class  B  Principal Distributable  Amount:   With respect  to any 
Distribution Date, without duplication,  the Class B Percentage of the sum 
of:  (i) the principal portion of  all  Collected Funds received during or 
with respect  to the  immediately  preceding Collection  Period  (other  than 
Liquidated Receivables and Purchased Receivables)  including the principal 
portion of all prepayments, (ii) the Principal Balance   of   all   
Receivables  that   became   Liquidated Receivables during the related 
Collection Period (other than Purchased Receivables), (iii) the principal 
portion  of  the Purchase  Amount  of all Receivables that  became  Purchased 
Receivables as of the immediately preceding Accounting Date, and (iv) the 
aggregate amount of Cram Down Losses that shall have occurred during the 
related Collection Period.

          Closing Date:  March 4, 1996.

          Collateral Agent:  The Collateral Agent named  in the  Spread  
Account  Agreement, and any  successor  thereto pursuant to the terms of the 
Spread Account Agreement.

          Collateral Insurance:  Shall have the meaning set forth in Section 
4.4(a).

          Collected   Funds:    With   respect   to   any Determination  
Date, the amount of funds in  the  Collection Account  representing 
collections on the Receivables  during or  with respect to the related 
Collection Period, including all   Liquidation  Proceeds  collected  during  
the  related Collection Period (but excluding any Purchase Amounts).

          Collection Account:  The account designated as the Collection   
Account  in,  and  which  is  established   and maintained pursuant to, 
Section 5.1.



          Collection  Period:  With respect  to  the  first Distribution  
Date, the period beginning  on  the  close  of business  on  February 12, 
1996 and ending on the  close  of business on March 31, 1996.  With respect 
to each subsequent Distribution Date, the preceding calendar month.  Any 
amount stated  "as of the close of business of the last  day  of  a 
Collection  Period"  shall  give  effect  to  the  following calculations as 
determined as of the end of the day on  such last day:  (i) all applications 
of collections, and (ii) all distributions.

          Collection  Records:   All manually  prepared  or computer 
generated records relating to collection efforts or payment histories with 
respect to the Receivables.

          Compensating Interest:  Shall have the meaning set forth in Section 
4.8(b) hereof.

          Computer Tape or Listing:  The computer  tape  or listing  
generated  on behalf of the Seller  which  provides information relating to 
the Receivables and which  was  used by  the Seller in selecting the 
Receivables conveyed to  the Trust hereunder.

          Confidential  Offering  Circular:   The  Offering Circular, dated 
February __, 1996, relating to the  Class  A Certificates.

          Controlling Party:  The Security Insurer, so long as  no Insurer 
Default shall have occurred and be continuing and  the  Trustee for the 
benefit of the Certificateholders, for  so long as the Insurer Default shall 
have occurred  and be continuing.

          Corporate Trust Office:  The principal office  of the  Trustee  at 
which at any particular time its  corporate trust  business shall be 
administered, which office  at  the Closing  Date  is located at LaSalle 
National Bank,  135  S. LaSalle  Street  ,  Suite  200,  Chicago,  Illinois   
60603, Attention:   Asset  Backed Securities Trust  Administration. The  
telecopy number for the Corporate Trust Office  on  the Closing Date is (312) 
904-2084.

          Cram Down Loss:  With respect to a Receivable, if a   court  of  
appropriate  jurisdiction  in  an  insolvency 



proceeding  shall have issued an order reducing  the  amount owed on a 
Receivable or otherwise modifying or restructuring the scheduled payments to 
be made on a Receivable, an amount equal  to  the  excess  of  the principal  
balance  of  such Receivable  immediately  prior  to  such  order   over   
the principal  balance of such Receivable as so reduced  or  the net present 
value (using as the discount rate the higher  of the  APR on such Receivable 
or the rate of interest, if any, specified  by  the  court in such order)  of 
 the  scheduled payments as so modified or restructured.  A "Cram Down Loss" 
shall be deemed to have occurred on the date of issuance  of such order.

          Cumulative Net Losses:  The difference between (A) the  sum  of  
(i)  the  aggregate Principal  Balances  (plus accrued and unpaid interest, 
at the applicable APR)  of  all Receivables  that became Liquidated 
Receivables through  the last Accounting Date of the latest Monthly Period, 
plus (ii) the   Principal  Balance  of  all  Receivables  that  became 
Purchased  Receivables through the last Accounting  Date  of the  latest  
Monthly  Period and that were  delinquent  with respect  to 5% or more of a 
Scheduled Payment more  than  30 days  through the last Accounting Date of 
the latest Monthly Period,  plus  (iii) the aggregate of all Cram  Down  
Losses that occurred through the last Accounting Date of the latest Monthly 
Period, and (B) the Liquidation Proceeds received by the  Seller  through the 
last Accounting Date of the  latest Monthly Period.

          Custodian:  AmeriCredit and any other Person named from  time  to 
time as custodian in any Custodian  Agreement acting  as  agent  for  the 
Trustee, which  Person  must  be acceptable to the Controlling Party (the 
Custodian as of the Closing Date is acceptable to the Security Insurer as of 
the Closing Date).

          Custodian Agreement:  Any Custodian Agreement from time  to  time 
in effect between the Custodian named therein and the Trustee, as the same 
may be amended, supplemented or otherwise modified from time to time in 
accordance with  the terms thereof, which Custodian Agreement and any 
amendments, supplements or modifications thereto shall be acceptable  to the  
Controlling  Party (the Custodian  Agreement  which  is effective  on  the  
Closing  Date  is  acceptable   to   the Controlling Party).



          Cut-off Date:  February 12, 1996.

          Cut-off Date Principal Balance:  $97,202,782.98.

          Dealer:   A seller of new or used automobiles  or light  trucks 
that originated one or more of the Receivables and  sold the respective 
Receivable, directly or indirectly, to AmeriCredit.

          Dealer  Agreement:   An agreement  by  and  among AmeriCredit  and 
a Dealer relating to the  sale  of  retail installment   sale  contracts  
and  installment   notes   to AmeriCredit  and  all  documents  and  
instruments  relating thereto.

          Dealer Assignment:  With respect to a Receivable, the  executed 
assignment executed by a Dealer conveying such Receivable to AmeriCredit.

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

          Deficiency Claim Amount:  Shall have the  meaning set forth in 
Section 6.3(a).

          Deficiency  Claim  Date:   With  respect  to  any Distribution  
Date,  the  fourth  Business  Day  immediately preceding such Distribution 
Date.

          Deficiency  Notice:  Shall have the  meaning  set forth in Section 
6.3(a).

          Deposit  Date:   With respect to  any  Collection Period,  the 
Business Day immediately preceding the  related Determination Date.

          Determination Date:  With respect to a Collection Period, the 
earlier of (i) the  fourth Business Day preceding the Distribution Date  in 
the  next  calendar month, and (ii) the 5th day of the  next calendar  month, 
or if such 5th day is not a  Business  Day, the next succeeding Business Day.

          Distribution   Amount:   With   respect   to   a 



Distribution  Date, the sum of (i) the Available  Funds  for such  
Distribution  Date,  plus (ii)  the  Deficiency  Claim Amount, if any, 
received by the Trustee with respect to such Distribution Date.

          Distribution Date:  The 12th day of each calendar month,  or if 
such 12th day is not a Business Day, the  next succeeding  Business  Day, 
commencing  April  12,  1996  and including the Final Scheduled Distribution 
Date.

          Draw Date:  With respect to any Distribution Date, the   third   
Business   Day  immediately   preceding   such Distribution Date.

          Electronic Ledger:  The electronic master  record of  the  retail  
installment sales contracts or  installment loans of the Servicer.

          Eligible Account:  (i) A segregated trust account that  is 
maintained with a depository institution acceptable to the Security Insurer 
(so long as an Insurer Default shall not  have  occurred and be continuing),  
or  (ii)  a  demand deposit account maintained with a depository institution  
or trust  company organized under the laws of the United States of America, 
or any of the States thereof, or the District of Columbia,  having  a  
certificate  of  deposit,  short  term deposit  or  commercial paper rating 
of  at  least  A-1+  by Standard  & Poor's and P-1 by Moody's and (so  long  
as  an Insurer  Default shall not have occurred and be  continuing) 
acceptable  to the Security Insurer.  In either  case,  such depository  
institution  or trust company  shall  have  been approved by the Controlling 
Party (as defined in the  Spread Account  Agreement),  acting in its 
discretion,  by  written notice to the Collateral Agent.

          Eligible  Investments:  Any one or  more  of  the following types 
of investments:

               (i)       (A) direct interest-bearing obligations of, and
     interest-bearing obligations guaranteed as to timely payment
     of  principal and interest by, the United States or any
     agency  or  instrumentality of the  United  States  the
     obligations of which are backed by the full faith and credit
     of  the  United States; and (B) direct interest-bearing
     obligations of, and interest-bearing obligations guaranteed



     as  to timely payment of principal and interest by, the
     Federal National Mortgage Association or the Federal Home
     Loan Mortgage Corporation, but only if, at the time  of
     investment, such obligations are rated AAA by Standard & Poor's and Aaa by Moody's;

               (ii)      demand or time deposits in, certificates of
     deposit of, or bankers' acceptances issued by any depository
     institution or trust company organized under the laws of the
     United States or any State and subject to supervision and
     examination by federal and/or State banking authorities
     (including, if applicable, the Trustee or any agent of the
     Trustee acting in their respective commercial capacities);
     provided that the short-term unsecured debt obligations of
     such depository institution or trust company at the time of
     such investment, or contractual commitment providing for
     such investment, are rated A1+ by Standard & Poor's and P-1
     by Moody's;

               (iii)     repurchase obligations pursuant to a written
     agreement (A) with respect to any obligation described in
     clause (i) above, where the Trustee has taken actual or
     constructive delivery of such obligation in accordance with
     Section  5.1,  and (B) entered into with  a  depository
     institution or trust company organized under the laws of the
     United States or any State thereof, the deposits of which
     are insured by the Federal Deposit Insurance Corporation and
     the short-term unsecured debt obligations of which are rated
     "A-1+" by Standard & Poor's and "P-1" by Moody's (including,
     if  applicable, the Trustee or any agent of the Trustee
     acting in their respective commercial capacities);

               (iv)      securities bearing interest or sold at a discount
     issued by any corporation incorporated under the laws of the
     United States or any State whose long-term unsecured debt
     obligations are rated AAA by Standard & Poor's and Aaa by
     Moody's  at  the time of such investment or contractual
     commitment providing for such investment; provided however,
     that securities issued by any particular corporation will
     not be Eligible Investments to the extent that an investment
     therein will cause the then outstanding principal amount of
     securities issued by such corporation and held as part of
     the  Collection Account to exceed 10% of  the  Eligible
     Investments held in the Collection Account (with Eligible
     Investments held in the Collection Account valued at par);



               (v)       commercial paper that (1) is payable in United
     States dollars and (2) is rated A1+ by Standard & Poor's and
     P-1 by Moody's;

               (vi)      money market mutual funds registered under the
     Investment Company Act of 1940, as amended, having a rating,
     at the time of such investment, from each of the Rating
     Agencies in the highest investment category granted thereby
     (in the case of Standard & Poor's AAAm-G or AAAm); and

               (vii)     any other demand or time deposit, obligation,
     security or investment as may be acceptable to the Rating
     Agencies and the Security Insurer, as evidenced by the prior
     written consent of the Rating Agencies and the Security
     Insurer, as may from time to time be confirmed in writing to
     the Trustee by the Security Insurer.

            Eligible  Servicer:   AmeriCredit,  the   Backup Servicer  or  
another  Person  which  at  the  time  of  its appointment  as  Servicer, (i) 
is servicing a  portfolio  of motor  vehicle  retail  installment sales  
contracts  and/or motor  vehicle installment loans, (ii) is legally  
qualified and  has the capacity to service the Receivables, (iii)  has 
demonstrated  the ability professionally and competently  to service  a  
portfolio  of motor vehicle  retail  installment sales  contracts  and/or  
motor  vehicle  installment  loans similar  to the Receivables with 
reasonable skill and  care, (iv) is qualified and entitled to use, pursuant 
to a license or  other  written  agreement, and agrees  to  maintain  the 
confidentiality of, the software which the Servicer uses  in connection  with 
 performing its duties and responsibilities under  this  Agreement or 
otherwise has  available  software which is adequate to perform its duties 
and responsibilities under  this  Agreement and (v) has a minimum  net  worth 
 of $50,000,000.

           Final Scheduled Distribution Date:  September 12, 2001.

           Financed  Vehicle:  A new or used  automobile  or light  truck, 
van or mini-van together with all  accessories thereto,  securing  or  
purporting to  secure  an  Obligor's indebtedness under a Receivable.

           Force-Placed Insurance:  The meaning set forth in 




Section 4.4(b).

           Fractional  Undivided Interest:   The  fractional undivided  
interest  in the Trust that  is  evidenced  by  a Certificate.

           Independent Accountants:  Shall have the  meaning set forth in 
Section 4.11(a).

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

           Insurance Agreement:  The Insurance and Indemnity Agreement 
between the Security Insurer and AmeriCredit.

           Insurance Agreement Event of Default:  An  "Event of Default" as 
defined in the Insurance Agreement.

           Insurance  Policy:  With respect to a Receivable, any insurance 
policy benefiting the holder of the Receivable providing  loss  or  physical 
damage,  credit  life,  credit disability, theft, mechanical breakdown or 
similar  coverage with respect to the Financed Vehicle or the Obligor.

           Insurer  Default:  The occurrence and continuance of any of the 
following events:

               (A)    the Security Insurer shall have failed to make a
          payment required under the Policy in accordance with its
          terms;

               (B)    The Security Insurer shall have (i) filed a petition
          or commenced any case or proceeding under any provision or
          chapter of the United States Bankruptcy Code or any other
          similar federal or state law relating to insolvency,
          bankruptcy, rehabilitation, liquidation or reorganization,
          (ii) made a general assignment for the benefit of its
          creditors, or (iii) had an order for relief entered against
          it under the United States Bankruptcy Code or any other
          similar federal or state law relating to insolvency,
          bankruptcy, rehabilitation, liquidation or reorganization
          which is final and nonappealable; or

               (C)    a court of competent jurisdiction, the New York




          Department of Insurance or other competent regulatory
          authority shall have entered a final and nonappealable
          order, judgment or decree (i) appointing a custodian,
          trustee, agent or receiver for the Security Insurer or for
          all  or  any  material portion of its property  or
          (ii) authorizing the taking of possession by a custodian,
          trustee, agent or receiver of the Security Insurer (or the
          taking of possession of all or any material portion of the
          property of the Security Insurer).

            Lien:   Any  security  interest,  lien,  charge, pledge,  
preference,  equity or  encumbrance  of  any  kind, including  tax  liens, 
mechanics' liens and any  liens  that attach by operation of law.

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

            Liquidated  Receivable:   With  respect  to  any Collection 
Period, a Receivable as to which (i) 90 days have elapsed since the Servicer 
repossessed the Financed Vehicle, (ii)  the  Servicer has determined in good  
faith  that  all amounts it expects to recover have been received or (iii) 5% 
or more of a Scheduled Payment shall have become 120 or more days  
delinquent, except in the case of repossessed Financed Vehicles.

            Liquidation   Proceeds:   With  respect   to   a Liquidated 
Receivable, all amounts realized with respect  to such  Receivable  (other  
than amounts  withdrawn  from  the Spread  Account and drawings under the 
Policy)  net  of  (i) reasonable  expenses incurred by the Servicer in  
connection with  the collection of such Receivable and the repossession and  
disposition  of the Financed Vehicle and  (ii)  amounts that  are  required 
to be refunded to the  Obligor  on  such Receivable; provided however, that 
the Liquidation  Proceeds with  respect  to any Receivable shall in no event  
be  less 



than zero.

           Lockbox Account:  An account maintained on behalf of  the  Trustee 
by  the Lockbox Bank pursuant  to  Section 4.2(d).

           Lockbox  Agreement:   The  Tri-Party  Remittance Processing 
Agreement, dated as of February 12, 1996, by  and among AmeriCredit, First 
Interstate Bank of Texas, N.A., and the   Trustee,   as  such  agreement  may 
be   amended   or supplemented from time to time, unless the Trustee 
hereunder shall  cease  to  be a party thereunder, or  such  agreement shall  
be terminated in accordance with its terms, in  which event  "Lockbox 
Agreement" shall mean such other  agreement, in  form and substance 
acceptable to the Controlling  Party, among the Servicer, the Trustee and the 
Lockbox Bank.

           Lockbox Bank:  A depository institution named  by the Servicer and 
acceptable to the Controlling Party.

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

           Moody's:  Moody's Investors Service, Inc., or any successor 
thereto.

           Notice  of  Deficiency:  A written or  telecopied notice   from   
the   Trustee  to  the   Security   Insurer, substantially in the form of 
Exhibit A to the Policy.

           Obligor:   The purchaser or the co-purchasers  of the Financed 
Vehicle and any other Person or Persons who are primarily or secondarily 
obligated to make payments under a 



Receivable.

           Officer's Certificate:  A certificate  signed  by the chairman of 
the board, the vice chairman, the president, the chief financial officer or 
any vice president.

           Opinion of Counsel:  A written opinion of counsel reasonably 
acceptable to the Security Insurer, which opinion is  acceptable in form and 
substance to the Trustee and,  if such opinion or a copy thereof is required 
by the provisions of  this  Agreement to be delivered to the Security 
Insurer, to the Security Insurer.

          Other Conveyed Property:  All property conveyed by the  Seller  to  
the Trust pursuant to this Agreement  other than the Receivables.

            Person:    Any   legal  person,  including   any individual, 
corporation, partnership, joint venture, estate, association,  joint  stock  
company,  trust,  unincorporated organization  or  government  or  any  
agency  or  political subdivision thereof, or any other entity.

           Prepayment:   Any  payment in  full  made  by  an Obligor  of the 
principal of a Receivable which is  received by  the  Servicer in advance of 
the scheduled maturity  date for such Receivable.

           Policy:  The financial guaranty insurance  policy number         
- -N  issued  by the Security  Insurer  to  the Trustee  for  the benefit of 
the Class A Certificateholders, including any endorsements thereto.

           Policy Claim Amount:  Shall have the meaning  set forth in Section 
6.4(a).

           Policy  Payments Account:  The account designated as  the Policy 
Payments Account in, and which is established and maintained pursuant to, 
Section 5.1.

           Pool Balance:  As of the close of business on the last  day  of  a 
Collection Period, the aggregate  Principal Balance  of the Receivables 
(excluding Purchased Receivables and Liquidated Receivables).




     Pool Factor: With respect to any Distribution Date, a seven digit 
decimal figure equal to, as applicable, the Class A Certificate Balance as of 
such Distribution Date (after giving effect to distributions on such date) 
divided by the Class A Certificate Balance as of the Closing Date, or, the 
Class B Certificate Balance as of such Distribution Date (after giving effect 
to distributions on such date) divided by the Class B Certificate Balance as 
of the Closing Date.

     Preference Claim: Shall have the meaning set forth in Section 6.5(b).

     Principal Balance: With respect to any Receivable, as of any date, the 
Amount Financed minus (i) that portion of all amounts received on or prior to 
such date and allocable to principal in accordance with the terms of the 
Receivable, and (ii) any Cram Down Loss in respect of such Receivable.

     Purchase Amount: With respect to a Receivable, the Principal Balance and 
all accrued and unpaid interest on the Receivable as of the date of purchase.

     Purchased Receivable: As of any Accounting Date, any Receivable that 
became a Warranty Receivable or Administrative Receivable as of such 
Accounting Date (or which the Seller or the Servicer has elected to purchase 
as of an earlier Accounting Date, as permitted hereunder) and as to which the 
Purchase Amount has been deposited in the Collection Account by the Seller or 
the Servicer, as applicable, on or before the related Deposit Date.

     Rating Agency: Each of Moody's and Standard & Poor's, so long as such 
Persons maintain a rating on the Certificates; and if either Moody's or 
Standard & Poor's no longer maintains a rating on the Certificates, such 
other nationally recognized statistical rating organization selected by the 
Certificate Majority, AmeriCredit and (so long as an Insurer Default shall 
not have occurred and be continuing) acceptable to the Security Insurer.

     Receivable: A retail installment sale contract or promissory note (and 
related security agreement) for a new or used automobile or light truck, vans 
or mini-vans (and 



all accessories thereto) that is included in the Schedule of Receivables, and 
all rights and obligations under such a contract, but not including (i) any 
Liquidated Receivable (other than for purposes of calculating, as applicable, 
the Class A Principal Distributable Amount and the Class B Principal 
Distributable Amount hereunder), or (ii) any Purchased Receivable on or after 
the Accounting Date immediately preceding the Deposit Date on which payment 
of the Purchase Amount is made in connection therewith pursuant to Section 
5.4.

     Receivable File: The documents, electronic entries, instruments and 
writings listed in Section 3.2 pertaining to a particular Receivable.

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

     Related Documents: The Certificates, the Indemnification Agreement, the 
Spread Account Agreement, the Insurance Agreement, the Lockbox Agreement, and 
the Initial Purchaser Agreement dated February __, 1996 between the Seller 
and the initial purchaser of the Certificates. The Related Documents to be 
executed by any party are referred to herein as "such party's Related 
Documents," "its Related Documents" or by a similar expression.

     Repurchase Events: The occurrence of a breach of any of the Seller's or 
the Servicer's representations and warranties in this Agreement which 
requires the repurchase of a Receivable by the Seller or the Servicer 
pursuant hereto.

     Required Deposit Rating: A rating on short-term unsecured debt 
obligations of "P-1" by Moody's and at least "A-1+" by Standard & Poor's (or 
such other rating as may be acceptable to the Rating Agencies and, so long as 
an Insurer Default shall not have occurred and be continuing, the Security 
Insurer) so as to not affect the rating on the Certificates.

     Responsible Officer: When used with respect to the Trustee, any officer 
of the Trustee assigned by the 



Trustee to administer its corporate trust affairs relating to the Trust. When 
used with respect to any other Person that is not an individual, the 
President, any Vice-President or Assistant Vice-President or the Controller 
of such Person, or any other officer or employee having similar functions.

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

     Schedule of Representations: The Schedule of Representations and 
Warranties attached hereto as Schedule B.

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

     Security Insurer: Financial Security Assurance Inc., a monoline 
insurance company incorporated under the laws of the State of New York, or 
any successor thereto, as issuer of the Policy.

     Seller: shall have the meaning set forth in the first paragraph of this 
Agreement.

     Series: The Certificates issued pursuant to this Agreement.

     Servicer: AmeriCredit Financial Services, Inc., a Delaware corporation, 
its successor in interest pursuant to Section 9.2 or, after any termination 
of the Servicer upon a 



Servicer Termination Event, the Backup Servicer or any other successor 
Servicer.

     Servicer Extension Notice: The notice delivered pursuant to Section 4.14.

     Servicer Termination Event: An event described in Section 10.1.

     Servicer's Certificate: With respect to each Determination Date, a 
certificate, completed by and executed on behalf of the Servicer, in 
accordance with Section 4.9, substantially in the form attached hereto as 
Exhibit C.

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

     Simple Interest Receivable: A Receivable under which the portion of the 
payment allocable to interest and the portion allocable to principal is 
determined in accordance with the Simple Interest Method.

     Spread Account: The Series 1996-A Spread Account established and 
maintained pursuant to the Spread Account Agreement. The Spread Account shall 
in no event be deemed part of the Trust Property.

     Spread Account Agreement: The Spread Account Agreement among ARC, the 
Security Insurer, the Collateral Agent and the Trustee as the same may be 
amended, supplemented or otherwise modified in accordance with the terms 
thereof.

     Standard & Poor's: Standard & Poor's Ratings Service, or any successor 
thereto.

     Subcollection Account: The account designated as the Subcollection 
Account in, and which is established and 



maintained pursuant to Section 5.2(a).

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

     Total Servicing Fee: The sum of the Basic Servicing Fee and the 
Supplemental Servicing Fee.

     Trigger Event: shall have the meaning set forth in the Spread Account 
Agreement.

     Trust: shall have the meaning set forth in Section 2.1.

     Trust Property: The property and proceeds conveyed pursuant to Section 
3.1, together with certain monies paid on or after the Cut-off Date, the 
Policy, the Collection Account (including all Eligible Investments therein 
and all proceeds therefrom), the Lockbox Account, the Subcollection Account 
and certain other rights under this Agreement. Although the Seller has 
pledged the Spread Account to the Trustee and the Security Insurer pursuant 
to the Spread Account Agreement, the Spread Account shall not under any 
circumstances be deemed to be a part of or otherwise includable in the Trust 
or the Trust Property.

     Trustee: The Person acting as Trustee under this Agreement, its 
successors in interest and any successor Trustee under this Agreement.

     UCC: The Uniform Commercial Code as in effect in the relevant 
jurisdiction.

     Warranty Receivable: With respect to any Collection Period, a Receivable 
which the Seller has become obligated to repurchase pursuant to Section 3.5.

     I.2. Usage of Terms. With respect to all terms used in this Agreement, 
the singular includes the plural and the plural the singular; words importing 
any gender include the other genders; references to "writing" include 
printing, typing, lithography, and other means of reproducing words in 



a visible form; references to agreements and other contractual instruments 
include all subsequent amendments thereto or changes therein entered into in 
accordance with their respective terms and not prohibited by this Agreement; 
references to Persons include their permitted successors and assigns; and the 
terms "include" or "including" mean "include without limitation" or 
"including without limitation."

     I.3. Calculations. All calculations of the amount of interest accrued on 
the Certificates and all calculations of the amount of the Basic Servicing 
Fee shall be made on the basis of a 360-day year consisting of twelve 30-day 
months. All references to the Principal Balance of a Receivable as of a 
Accounting Date shall refer to the close of business on such day.

     I.4. Section References. All references to Articles, Sections, 
paragraphs, subsections, exhibits and schedules shall be to such portions of 
this Agreement unless otherwise specified.

     I.5. Action by or Consent of Certificateholders. Whenever any provision 
of this Agreement refers to action to be taken, or consented to, by 
Certificateholders, such provision shall be deemed to refer to 
Certificateholders of record as of the Accounting Date immediately preceding 
the date on which such action is to be taken, or consent given, by 
Certificateholders. Solely for the purposes of any action to be taken, or 
consented to, by Certificateholders, any Certificate registered in the name 
of AmeriCredit or any Affiliate thereof shall be deemed not to be outstanding 
and the Fractional Undivided Interest evidenced thereby shall not be taken 
into account in determining whether the requisite Fractional Undivided 
Interest necessary to effect any such action or consent has been obtained; 
provided however, that, solely for the purpose of determining whether the 
Trustee is entitled to rely upon any such action or consent, only 
Certificates which the Trustee knows to be so owned shall be so disregarded.

     I.6. No Recourse. No recourse may be taken, directly or indirectly, 
under this Agreement or any certificate or other writing delivered in 
connection herewith or therewith, against any stockholder, officer, or 
director, as such, of 




the Seller, AmeriCredit, the Servicer or the Trustee or of any predecessor or 
successor of the Seller, AmeriCredit, the Servicer or the Trustee.

     I.7. Material Adverse Effect. Whenever a determination is to be made 
under this Agreement as to whether a given event, action, course of conduct 
or set of facts or circumstances could or would have a material adverse 
effect on the Trust or the Certificateholders (or any similar or analogous 
determination), such determination shall be made without taking into account 
the insurance provided by the Policy.

II   CREATION OF TRUST

     II.1.  Creation of Trust. The Seller does hereby create and establish, 
pursuant to the laws of the State of New York and this Agreement a trust (the 
"Trust"), which for convenience shall be known as "AmeriCredit Automobile 
Receivables Trust 1996-A."

III  CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE;
     ORIGINAL ISSUANCE OF CERTIFICATES

     III.1.  Conveyance of Receivables. Subject to the terms and conditions 
of this Agreement, the Seller, pursuant to the mutually agreed  upon terms 
contained herein, hereby sells, transfers, assigns, and otherwise conveys to 
the Trust, without recourse (but without limitation of its obligations in 
this Agreement), all of the right, title and interest of the Seller in and to 
the Receivables, all monies payable thereon or in respect thereof after the 
Cutoff Date, the security interests of the Seller in the related Financed 
Vehicles, the Insurance Policies and any proceeds from any Insurance Policies 
relating to the Receivables, the Obligors or the related Financed Vehicles, 
including rebates of premiums, all Collateral Insurance and any Force-Placed 
Insurance relating to the Receivables, rights of the Seller against Dealers 
with respect to the Receivables under the Dealer Agreements and the Dealer 
Assignments, all items contained in the related Receivable Files, any and all 
other documents that the Seller or the Servicer keeps on file in accordance 
with its customary procedures relating to the Receivables, the Obligors or 
the related Financed Vehicles, 




property (including the right to receive future Liquidation Proceeds) that 
secures a Receivable and that has been acquired by or on behalf of the Seller 
or the Trust pursuant to liquidation of such Receivable, all funds on deposit 
from time to time in the Collection Account (including all income thereon and 
all amounts deposited in respect of Administrative Receivables and Warranty 
Receivables) and all investments therein and proceeds thereof, all proceeds 
and investments of any of the foregoing, all present and future claims, 
demands, causes and choses in action in respect of any or all of the 
foregoing and all payments on or under and all proceeds of every kind and 
nature whatsoever in respect of any or in lieu of the foregoing, including 
all proceeds of the conversion, voluntary or involuntary, into cash or other 
liquid property, all cash proceeds, accounts, accounts receivable, notes, 
drafts, acceptances, chattel paper, checks, deposit accounts, insurance 
proceeds, condemnation awards, rights to payment of any and every kind and 
other forms of obligations and receivables, instruments and other property 
which at any time constitute all or part of or are included in the proceeds 
of any of the foregoing. It is the intention of the Seller that the transfer 
and assignment contemplated by this Agreement shall constitute  a sale of the 
Receivables and Other Conveyed Property from the Seller to the Trust and the 
beneficial interest in and title to the Receivables and the Other Conveyed 
Property shall not be part of the Seller's estate in the event of the filing 
of a bankruptcy petition by or against the Seller under any bankruptcy law. 
In the event that, notwithstanding the intent of the Seller, the transfer and 
assignment contemplated hereby is held not to be a sale, this Agreement shall 
constitute a grant of a first priority security interest to the Trust in the 
property referred to in this Section 3.1 for the benefit of the 
Certificateholders.

  III.2.   Custody of Receivable Files.

  (a)  In connection with the sale, transfer and assignment of the 
Receivables and the Other Conveyed Property to the Trust pursuant to this 
Agreement and simultaneously with the execution and delivery of this 
Agreement, the Trustee shall enter into the Custodian Agreement with the 
Custodian, dated as of February 12, 1996, pursuant to which the Trustee shall 
revocably appoint the Custodian, and the Custodian shall accept such 
appointment, 




to act as the agent of the Trustee as custodian of the following documents or 
instruments in its possession which shall be delivered to the Custodian as 
agent of the Trustee on or before the Closing Date (with respect to each 
Receivable):

        (i)  The fully executed original of the Receivable
     (together with any agreements modifying the Receivable,
     including without limitation any extension agreements);
   
        (ii)  The original credit application, or a copy
     thereof, of each Obligor, fully executed by each such
     Obligor on AmeriCredit's customary form, or on a form
     approved by AmeriCredit, for such application, and
   
        (iii)   The original certificate of title (when
     received) and otherwise such documents, if any, that
     AmeriCredit keeps on file in accordance with its customary
     procedures indicating that the Financed Vehicle is owned by
     the Obligor and subject to the interest of AmeriCredit as
     first lienholder or secured party (including any Lien
     Certificate received by AmeriCredit), or, if such original
     certificate of title has not yet been received, a copy of
     the application therefor, showing AmeriCredit as secured
     party.
   
     The Trustee may act as the Custodian, in which case the Trustee shall be 
deemed to have assumed the obligations of the Custodian specified in the 
Custodian Agreement.

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




original Receivable and the related Receivable File to the Custodian when its 
need by the Servicer has ceased unless the Receivable is repurchased as 
described in Section 3.5 or 4.7.

     III.3.  Conditions to Issuance by Trust. As conditions to the Trustee's 
execution and delivery of the Certificates on the Closing Date, the Trustee 
shall have received the following on or before the Closing Date:

        (a)  The Schedule of Receivables certified by the
     President, Controller or Treasurer of the Seller;
   
        (b)  The acknowledgement of the Custodian that it holds
     the Receivable File relating to each Receivable;
   
        (c)  Copies of resolutions of the Board of Directors of
     the Seller approving the execution, delivery and performance
     of this Agreement, the Related Documents and the
     transactions contemplated hereby and thereby, certified by a
     Secretary or an Assistant Secretary of the Seller;
   
        (d)  Copies of resolutions of the Board of Directors of
     AmeriCredit approving the execution, delivery and
     performance of this Agreement, the Related Documents and the
     transactions contemplated hereby and thereby, certified by a
     Secretary or an Assistant Secretary of AmeriCredit;
   
        (e)  Evidence that all filings (including, without
     limitation, UCC filings) required to be made by any Person
     and actions required to be taken or performed by any Person
     in any jurisdiction to give the Trustee a first priority
     perfected lien on, or ownership interest in, the Receivables
     and the Other Conveyed Property have been made, taken or
     performed; and
   
        (f)  An executed copy of the Policy and Spread Account
     Agreement.

     III.4.   Representations and Warranties of Seller. By its execution of 
this Agreement, the Seller makes the following representations and warranties 
on which the Trust relies in accepting the Receivables and the Other Conveyed 
Property and in issuing the Certificates and upon which the Security Insurer 
relies in issuing the Policy. Unless 




otherwise specified, such representations and warranties speak as  of the 
Closing Date, but shall survive the sale, transfer, and assignment of the 
Receivables to the Trust.

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

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

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

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

  (e)  Valid Sale, Binding Obligations. This Agreement effects a 
valid sale, transfer and assignment of the Receivables and the Other 
Conveyed Property, enforceable against the Seller and creditors of and 
purchasers from the




Seller; and this Agreement and the Seller's Related Documents, when duly 
executed and delivered, shall constitute legal, valid and binding obligations 
of the Seller enforceable in accordance with their respective terms, except 
as enforceability may be limited by bankruptcy, insolvency, reorganization or 
other similar laws affecting the enforcement of creditors' rights generally 
and by equitable limitations on the availability of specific remedies, 
regardless of whether such enforceability is considered in a proceeding in 
equity or at law.

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

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




local tax attributes of the Certificates.

  (h)  Chief Executive Office. The chief executive office of the 
Seller is at 200 Bailey Avenue, Fort Worth, Texas 76107-1220.

     III.5.   Repurchase of Receivables Upon Breach of Warranty. Upon 
discovery by any of the Seller, the Servicer, the Security Insurer or the 
Trustee of a breach of any of the representations and warranties of the 
Seller contained in Section 3.4, the party discovering such breach shall give 
prompt written notice to the others; provided, however, that the failure to 
give any such notice shall not affect any obligation of the Seller. As of the 
second Accounting Date (or, at the Seller's election, the first Accounting 
Date) following its discovery or its receipt of notice of any breach of the 
representations and warranties set  forth on the Schedule of Representations 
which materially and adversely affects the interests of the 
Certificateholders, the Security Insurer or the Trust in any Receivable 
(including any Liquidated Receivable) the Seller shall, unless such breach 
shall have been cured in all material respects, purchase such Receivable from 
the Trust and, on or before the related Deposit Date, the Seller shall pay 
the Purchase Amount to the Trust pursuant to Section 5.4. It is understood 
and agreed that, except as set forth in this Section 3.5, the obligation of 
the Seller to repurchase any Receivable as to which a breach has occurred and 
is continuing shall, if such obligation is fulfilled, constitute the sole 
remedy against the Seller for such breach available to the Security Insurer, 
the Trustee on behalf of the Certificateholders or the Trust.

     In addition to the foregoing and notwithstanding whether the related 
Receivable shall have been purchased by the Seller, the Seller shall 
indemnify the Trust, the Trustee, the Backup Servicer, the Collateral Agent, 
the Security Insurer, the Trust and the Certificateholders 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.

     III.6.   [Reserved].




     III.7.   Collecting Lien Certificates Not Delivered on the Closing Date. 
In the case of any Receivable in respect of which written evidence from the 
Dealer selling the related Financed Vehicle that the Lien Certificate for 
such Financed Vehicle showing AmeriCredit as first lienholder has been 
applied for from the Registrar of Titles was delivered to the Custodian on 
the Closing Date in lieu of a Lien Certificate, the Servicer shall use its 
best efforts to collect such Lien Certificate from the Registrar of Titles as 
promptly as practicable. If such Lien  Certificate showing AmeriCredit as 
first lienholder is not received by the  Custodian within 180 days after the 
Closing Date then the representation and warranty in paragraph 5 of the 
Schedule of Representations in respect of such Receivable shall be deemed to 
have been incorrect in a manner that materially and adversely affects the 
Certificateholders, the Security Insurer and the Trust.

     III.8.   Trustee's Assignment of Administrative Receivables and Warranty 
Receivables. With respect to all Administrative Receivables and  all Warranty 
Receivables purchased by the Servicer or the Seller, the Trustee shall take 
any and all actions reasonably requested by the Seller or the Servicer, at 
the expense of the requesting party, to assign, without recourse, 
representation or warranty, to the Seller, or the Servicer, as applicable, 
all the Trust's right, title and interest in and to such Purchased 
Receivable, all monies due thereon, the security interests in the related 
Financed Vehicles, proceeds from any Insurance Policies, proceeds from 
recourse against Dealers on such Receivables and the interests of the Trust 
in certain rebates of premiums and other amounts relating to the Insurance 
Policies and any documents relating thereto, such assignment being an 
assignment outright and not for security; and the Seller or the Servicer, as 
applicable, shall thereupon own such Receivable, and all such security and 
documents, free of any further obligation to the Trust, the Trustee, the 
Security Insurer, the Certificateholders or the Trust with respect thereto.

IV  ADMINISTRATION AND SERVICING OF RECEIVABLES

     IV.1.  Duties of the Servicer. The Servicer is hereby authorized to act 
as agent for the Trust and in such capacity shall  manage, service, 
administer and make 




collections on the Receivables, and perform the other actions required by the 
Servicer under this Agreement. The Servicer agrees that its servicing of the 
Receivables shall be carried out in accordance with customary and usual 
procedures  of institutions which service motor vehicle retail installment 
sales contracts and, to the extent more exacting, the degree of skill and 
attention that the Servicer exercises from time to time with respect to all 
comparable motor vehicle receivables that it services for itself or others. 
In performing such duties, so long as AmeriCredit is the Servicer, it shall 
comply with the policies and procedures attached hereto as Schedule C. The 
Servicer's duties shall include, without limitation, collection and posting 
of all payments, responding to inquiries of Obligors on the Receivables, 
investigating delinquencies, sending payment coupons to Obligors, reporting 
any required tax information to Obligors, monitoring the collateral, 
complying with the terms of the Lockbox Agreement, accounting for collections 
and furnishing monthly and annual statements to the Trustee and the Security 
Insurer with respect to distributions, monitoring the status of Insurance  
Policies with respect to the Financed Vehicles and performing the other 
duties specified herein. The Servicer shall also administer and enforce all 
rights and responsibilities of the holder of the Receivables provided for in 
the Dealer Agreements (and 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. To the extent consistent with the standards, 
policies and procedures otherwise required hereby, the Servicer shall follow 
its customary standards, policies, and procedures and shall have full power 
and authority, acting alone, to do any and all things in connection with such 
managing, servicing, administration and collection that it may deem necessary 
or desirable. Without limiting  the generality of the foregoing, the Servicer 
is hereby authorized and empowered by the Trust to execute and deliver, on 
behalf of the Trust, any and all instruments of satisfaction or cancellation, 
or of partial or full release or discharge, and all other comparable 
instruments, with respect to the Receivables and with respect to the Financed 
Vehicles; provided, however, that notwithstanding the foregoing, the Servicer 
shall not, 




except pursuant to an order from a court of competent jurisdiction, release 
an Obligor from payment of any unpaid amount under any Receivable or waive 
the right to collect the unpaid balance of any Receivable from the Obligor. 
The Servicer is hereby authorized to commence, in its own name or in the name 
of the Trust (provided the Servicer has obtained the Trustee's consent, which 
consent shall not be unreasonably withheld), a legal proceeding to enforce a 
Receivable pursuant to Section 4.3 or to commence or participate in any other 
legal proceeding (including, without limitation, a bankruptcy proceeding) 
relating to or involving a Receivable, an Obligor or a Financed Vehicle. If 
the Servicer commences or participates in such a legal proceeding in its own 
name, the Trust shall thereupon be deemed to have automatically assigned such 
Receivable to the Servicer solely for purposes of commencing or participating 
in any such proceeding as a party or claimant, and the Servicer is authorized 
and empowered by the Trust to execute and deliver in  the Servicer's name any 
notices, demands, claims, complaints, responses, affidavits or other 
documents or instruments in connection with any such proceeding. The Trustee 
shall furnish the Servicer with any 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.

     IV.2.   Collection of Receivable Payments; Modifications of Receivables; 
Lockbox Agreements.

  (a)  Consistent with the standards, policies and procedures 
required by this Agreement, the Servicer shall make reasonable efforts to 
collect all payments called for under the terms and provisions of the 
Receivables as and when the same shall become due, and shall follow 
such collection procedures as it follows with respect to all comparable 
automobile receivables that it services for itself or others and 
otherwise act with respect to the Receivables, the Dealer Agreements, the 
Dealer Assignments, the Insurance Policies and the Other Conveyed Property 
in such manner as will, in the reasonable judgment of the Servicer, 
maximize the amount to be received by the Trust with respect thereto. 
The Servicer is authorized in its 




discretion to waive any prepayment charge, late payment charge or any other 
similar fees that may be collected in the ordinary course of servicing any 
Receivable.

  (b)  The Servicer may at any time agree to a modification or 
amendment of a Receivable in order to (i) change the Obligor's regular due 
date to a date within the Collection Period in which such due date occurs or 
(ii) re-amortize the scheduled payments on the Receivable following a 
partial prepayment of principal.

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

        (i)  The aggregate period of all extensions on a
     Receivable shall not exceed six months;
   
        (ii)  In no event may a Receivable be extended beyond
     the Collection Period immediately preceding the Final
     Scheduled Distribution Date;
   
        (iii)   So long as an Insurer Default shall not have
     occurred and be continuing, the Servicer shall not amend or
     modify a Receivable (except as provided in Section 4.2(b)
     and this Section 4.2(c)) without the consent of the Security
     Insurer or a Certificate Majority (if an Insurer Default
     shall have occurred and be continuing);
   
        (iv)  The aggregate Principal Balance of Receivables
     which may be extended during any Calendar Quarter shall not
     exceed 6.0% of the aggregate Principal Balance of
     Receivables as of the Accounting Date immediately prior to
     the first day of such Calendar Quarter; and
   
        (v)  No such extension, modification or amendment shall
     be granted more than 90 days after the Closing Date if such
     action would have the effect of causing such Receivable to
     be deemed to have been exchanged for another Receivable




     within the meaning of Section 1001 of the Internal Revenue
     Code of 1986, as amended, or any proposed, temporary or
     final Treasury Regulations issued thereunder.
   
  (d)  The Servicer shall use its best efforts to cause Obligors to 
make all payments on the Receivables, whether by check or by direct debit of 
the Obligor's bank account, to be made directly to one or more Lockbox 
Banks, acting as agent for the Trust pursuant to a Lockbox Agreement. 
The Servicer shall use its best efforts to cause any Lockbox Bank to 
deposit all payments on the Receivables in the Lockbox Account no 
later than the Business Day after receipt, and to cause all amounts 
credited to the Lockbox Account on account of such payments to be 
transferred to the Collection Account no later than the second Business 
Day after receipt of such payments. The Lockbox Account shall be a demand 
deposit account held by the Lockbox Bank, or at the request of the 
Controlling Party, an Eligible Account.

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



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

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



arrangements and the Servicer shall notify the  Obligors  to make payments to 
the Lockbox established by the successor.

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

     IV.3.          Realization Upon Receivables.

     (a)        Consistent with the standards, policies  and procedures  
required by this Agreement, the  Servicer  shall use  its  best efforts to 
repossess (or otherwise comparably convert the ownership of) and liquidate 
any Financed Vehicle securing a Receivable with respect to which the Servicer 
has determined  that payments thereunder are not  likely  to  be resumed,  as 
soon as is practicable after default  on  such Receivable but in no event 
later than the date on which  all or  any  portion of a Scheduled Payment has 
become  91  days delinquent; provided, however, that the Servicer  may  elect 
not  to repossess a Financed Vehicle within such time period if  in  its  
good  faith  judgment it  determines  that  the proceeds  ultimately  
recoverable  with  respect   to   such Receivable would be increased by 
forbearance.  The  Servicer is   authorized  to  follow  such  customary  
practices  and procedures   as  it  shall  deem  necessary  or   advisable, 
consistent  with  the standard of care required  by  Section 4.1,  which  
practices and procedures may include reasonable efforts to realize upon any 
recourse to Dealers, the sale of the  related Financed Vehicle at public or 
private sale, the submission  of  claims under an Insurance Policy  and  
other actions  by  the Servicer in order to realize  upon  such  a 
Receivable.  The foregoing is subject to the provision that, in  any  case  
in  which  the Financed  Vehicle  shall  have suffered  damage,  the Servicer 
shall not  expend  funds  in connection  with  any repair or towards the 
repossession  of such  Financed  Vehicle  unless it shall  determine  in  its 
discretion  that  such  repair  and/or  repossession   shall increase   the  
proceeds  of  liquidation  of  the   related Receivable  by  an amount 
greater than the  amount  of  such expenses.   All  amounts  received  upon  
liquidation  of  a Financed  Vehicle shall be remitted directly by the 
Servicer 



to  the  Subcollection  Account  without  deposit  into  any intervening 
account as soon as practicable, but in no  event later  than  the Business 
Day after receipt  thereof.   The Servicer   shall  be  entitled  to  recover 
 all  reasonable expenses  incurred by it in the course of  repossessing  and 
liquidating a Financed Vehicle into cash proceeds, but  only out  of  the  
cash  proceeds of such Financed  Vehicle,  any deficiency obtained from the 
Obligor or any amounts received from the related Dealer, which amounts in 
reimbursement  may be retained by the Servicer (and shall not be required to 
be deposited  as provided in Section 4.2(e)) to the  extent  of such  
expenses.   The Servicer shall pay on  behalf  of  the Trust any  personal 
property taxes assessed on  repossessed Financed  Vehicles.   The  Servicer  
shall  be  entitled  to reimbursement of any such tax from Liquidation 
Proceeds with respect to such Receivable.

     (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 be an automatic assignment from the Trust 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  Trustee,   at  
the Servicer's expense, or the Seller, at the Seller's  expense, shall  take 
such steps as the Servicer deems  necessary  to enforce the Dealer Agreement 
or Dealer Assignment, including bringing  suit in its name or the name of the 
Seller  or  of the Trust and the Trustee  for  the  benefit  of the 
Certificateholders.   All amounts recovered shall be remitted directly by the 
Servicer as provided in Section 4.2(e).

     IV.4.          Insurance.

     (a)       The Servicer shall require, in accordance with its customary  
servicing  policies  and  procedures,  that  each Financed Vehicle be insured 
by the related Obligor under the Insurance  Policies  referred to  in  
Paragraph  24  of  the Schedule of Representations and Warranties and shall 
monitor the  status  of  such  physical loss  and  damage  insurance 



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

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

     (c)       In connection with any Force-Placed Insurance obtained 
hereunder, the Servicer may, in the manner  and  to the extent permitted by 
applicable law, require the Obligors 



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

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



expense,  shall  take such  steps  as  the  Servicer  deems necessary   to  
enforce  such  Insurance  Policy,  including bringing suit in its name or the 
name of the Trust  and  the Trustee for the benefit of the Certificateholders.

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

     IV.5.           Maintenance  of Security  Interests  in
Vehicles.

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

     (b)       Upon the occurrence of an Insurance Agreement Event  of 
Default, the Security Insurer may (so long  as  an Insurer  Default shall not 
have occurred and be  continuing) instruct the Trustee and the Servicer to 
take or cause to be taken,  or, if an Insurer Default shall have occurred,  
upon the  occurrence of a Servicer Termination Event, the Trustee and the 
Servicer shall take or cause to be taken such action 





as  may, in the opinion of counsel to the Controlling Party, be necessary to 
perfect or re-perfect the security interests in  the  Financed Vehicles 
securing the Receivables  in  the name  of the Trustee by amending the title 
documents of such Financed Vehicles or by such other reasonable means as  
may, in  the  opinion  of  counsel to the Controlling  Party,  be necessary 
or prudent.  AmeriCredit hereby agrees to pay  all expenses related to such 
perfection or reperfection and  to take  all action necessary therefor.  In 
addition, prior  to the  occurrence of an Insurance Agreement Event of  
Default, the  Controlling  Party may instruct  the  Trustee  and  the 
Servicer to take or cause to be taken such action as may, in the  opinion  of 
 counsel  to  the  Controlling  Party,   be necessary to perfect or 
re-perfect the security interest  in the Financed Vehicles underlying the 
Receivables in the name of the Trustee, including by amending the title 
documents of such Financed Vehicles or by such other reasonable means  as 
may, in the opinion of counsel to the Controlling Party,  be necessary  or  
prudent;  provided,  however,  that  if the Controlling  Party  requests that 
 the  title  documents  be amended  prior  to the occurrence of an Insurance  
Agreement Event of Default, the out-of-pocket expenses of the Servicer or  
the  Trustee  in connection with such  action  shall  be reimbursed to the 
Servicer or the Trustee, as applicable, by the  Controlling  Party.  
AmeriCredit  hereby  appoints  the Trustee  as its attorney-in-fact to take 
any and  all  steps required  to  be performed by AmeriCredit pursuant  to  
this Section 4.5(b), including execution of certificates of title or any 
other documents in the name and stead of AmeriCredit, and the Trustee hereby 
accepts such appointment.

     IV.6.          Covenants, Representations, and Warranties of Servicer.   
By its execution and delivery of this Agreement, the Servicer makes the 
following representations, warranties and  covenants on which the Trustee 
relies in accepting  the Receivables  and  issuing  the Certificates,  on  
which  the Trustee  relies  in authenticating the Certificates  and  on which 
the Security Insurer relies in issuing the Policy.

     (a)       The Servicer covenants as follows:

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



     contemplated herein;

          (ii)      No Impairment.  The Servicer shall do nothing to
     impair the rights of the Trust or the Certificateholders in
     the  Receivables,  the  Dealer Agreements,  the  Dealer
     Assignments, the Insurance Policies or the Other Conveyed
     Property;

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

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

     (b)       The Servicer represents, warrants and covenants as of the 
Closing Date as to itself:

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

          (ii)      Organization and Good Standing.  The Servicer has
     been duly organized and is validly existing and in good
     standing under the laws of its jurisdiction of organization,



     with power, authority and legal right to own its properties
     and to conduct its business as such properties are currently
     owned and such business is currently conducted, and had at
     all relevant times, and now has, power, authority and legal
     right to enter into and perform its obligations under this
     Agreement;

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

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

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

          (vi)       No Violation.  The consummation of  the
     transactions  contemplated by this  Agreement  and  the
     Servicer's Related Documents, and the fulfillment of the
     terms  of  this  Agreement and the  Servicer's  Related
     Documents, shall not conflict with, result in any breach of
     any of the terms and provisions of, or constitute (with or
     without  notice or lapse of time) a default under,  the
     articles of incorporation or bylaws of the Servicer, or any
     indenture, agreement, mortgage, deed of trust or  other
     instrument to which the Servicer is a party or by which it
     is bound, or result in the creation or imposition of any



     Lien upon any of its properties pursuant to the terms of any
     such indenture, agreement, mortgage, deed of trust or other
     instrument, other than this Agreement, or violate any law,
     order, rule or regulation applicable to the Servicer of any
     court  or  of  any  federal or state  regulatory  body,
     administrative agency or other governmental instrumentality
     having  jurisdiction over the Servicer or  any  of  its
     properties;

          (vii)          No Proceedings.  There are no proceedings or
     investigations pending or, to the Servicer's knowledge,
     threatened  against  the Servicer,  before  any  court,
     regulatory body, administrative agency or other tribunal or
     governmental instrumentality having jurisdiction over the
     Servicer or its properties (A) asserting the invalidity of
     this Agreement or any of the Related Documents, (B) seeking
     to  prevent  the  issuance of the Certificates  or  the
     consummation of any of the transactions contemplated by this
     Agreement or any of the Related 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 Related Documents or  (D)
     seeking to adversely affect the federal income tax or other
     federal, state or local tax attributes of the Certificates;

          (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.

     IV.7.           Purchase of Receivables Upon Breach  of Covenant.   Upon 
discovery  by any  of  the  Servicer,  the Security  Insurer or the Trustee 
of a breach of any  of  the covenants set forth in Sections 4.5(a) or 4.6(a), 
the  party discovering such breach shall give prompt written notice  to the  
others; provided, however, that the failure to give any such  notice  shall 
not affect any obligation of AmeriCredit as  Servicer  under  this Section 
4.7.   As  of  the  second Accounting Date following its discovery or receipt 
of notice of  any  breach of any covenant set forth in Sections 4.5(a) or   
4.6(a)  which  materially  and  adversely  affects  the 



interests of the Certificateholders or the Security  Insurer in any 
Receivable (including any Liquidated Receivable) (or, at  AmeriCredit's  
election, the first  Accounting  Date  so following), AmeriCredit shall, 
unless such breach shall have been cured in all material respects, purchase 
from the Trust the  Receivable affected by such breach and, on the  related 
Deposit  Date,  AmeriCredit shall pay the  related  Purchase Amount.  It is 
understood and agreed that the obligation  of AmeriCredit  to  purchase  any  
Receivable  (including   any Liquidated Receivable) with respect to which 
such  a  breach has occurred and is continuing shall, if such obligation  is 
fulfilled,  constitute the sole remedy  against  AmeriCredit for  such  
breach  available to the  Security  Insurer,  the Certificateholders   or   
the   Trustee   on  behalf    of Certificateholders;  provided,  however,  
that   AmeriCredit shall   indemnify  the  Trust,  the  Backup  Servicer,   
the Collateral Agent, the Security Insurer, the Trustee and  the 
Certificateholders  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.

     IV.8.           Total Servicing Fee; Payment of Certain Expenses by 
Servicer; Compensating Interest.  (a)   On  each Distribution Date, the 
Servicer shall be entitled to receive out  of  the Collection Account the 
Basic Servicing Fee  and any  Supplemental  Servicing Fee for the related  
Collection Period  pursuant  to  Section 5.5.  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 Certificateholders  or the Security Insurer  and  all  
other fees  and  expenses of the Trustee, except taxes  levied  or assessed 
against the Trust, and claims against the Trust  in respect  of  
indemnification,  which  taxes  and  claims  in respect  of indemnification 
against the Trust are  expressly stated  to be for the account of 
AmeriCredit).  The Servicer shall  be  liable for the fees and expenses of 
the  Trustee, the  Custodian,  the Backup Servicer, the Collateral  Agent, 
the  Lockbox Bank (and any fees under the Lockbox Agreement) and   the  
Independent  Accountants.   Notwithstanding   the foregoing  if  the  
Servicer shall  not  be  AmeriCredit,  a 



successor  to AmeriCredit as Servicer permitted  by  Section 9.2 shall not be 
liable for taxes levied or assessed against the  Trust  or  claims  against  
the  Trust  in  respect  of indemnification.

           (b)  On or prior to each Determination Date,  the Servicer  shall  
deposit  in  the  Collection  Account  with respect  to  any Prepayment 
received on a Receivable  during the  related Collection Period, out of its 
own funds without any  right of reimbursement therefor, an amount equal to 
the difference between (x) 30 days' interest at an interest rate equal  to  
the  weighted average of the Class A Pass-Through Rate  and  the  Class B 
Pass-Through Rate on  the  Principal Balance  of  such  Receivable as of the  
first  day  of  the related Collection Period and (y) the interest actually 
paid by  the  Obligor with respect to the Receivable during  such Collection  
Period (any such amount paid  by  the  Servicer, "Compensating Interest").  
The Servicer shall in no event be required  to pay Compensating Interest with 
respect  to  any Collection  Period in an amount in excess of  the  aggregate 
Servicing Fee received by the Servicer with respect  to  all Receivables for 
the related Collection Period.

     IV.9.          Servicer's Certificate.  No later than 10:00 am.  New  
York  City  time on each Determination  Date,  the Servicer  shall deliver to 
the Trustee, the Backup Servicer, the  Security Insurer, the Collateral Agent 
and each  Rating Agency  a  Servicer's Certificate executed by a  Responsible 
Officer  of the Servicer containing among other things,  (i) all  information 
necessary to enable the Trustee to make any withdrawal and deposit required 
by Section 6.3, to give  any notice   required  by  Section  6.3(b)  and  to  
make   the distributions required by Sections 5.5, (ii) all information 
necessary  to  enable the Trustee to send the statements  to 
Certificateholders  and  the Security  Insurer  required  by Section 5.7, 
(iii) a listing of all Warranty Receivables and Administrative  Receivables  
purchased  as  of  the  related Deposit  Date, identifying the Receivables so 
purchased  and (iv)  all  information necessary to enable  the  Trustee  to 
reconcile  all  deposits  to,  and  withdrawals  from,   the Collection  
Account  for the related Collection  Period  and Distribution  Date,  
including the  accounting  required  by Section  5.7.  Receivables purchased 
by the Servicer  or  by the  Seller  on the related Deposit Date and each 
Receivable which  became a Liquidated Receivable or which was  paid  in 



full during the related Collection Period shall be identified by account 
number (as set forth in the  Schedule of Receivables).  A copy of such 
certificate may be obtained by  any  Certificateholder by a request in  
writing  to  the Trustee  addressed  to  the  Corporate  Trust  Office.    In 
addition  to  the  information set forth  in  the  preceding sentence,  the  
Servicer's  Certificate  delivered  to   the Security  Insurer, the 
Collateral Agent and the  Trustee  on the  Determination  Date shall also  
contain  the  following information: (a) the Delinquency Ratio, Average  
Delinquency Ratio, Default Ratio, Average Default Ratio, Net Loss  Ratio and  
Average Net Loss Ratio for such Determination Date; (b) whether   any  
Trigger  Event  has  occurred  as   of   such Determination Date; (c) whether 
any Trigger Event  that  may have  occurred  as of a prior Determination Date 
is  Deemed Cured as of such Determination Date; and (d) whether to  the 
knowledge  of the Servicer an Insurance Agreement  Event  of Default has 
occurred.

     IV.10.         Annual Statement as to Compliance, Notice of Servicer 
Termination Event.

     (a)       The Servicer shall deliver to the Trustee, the Backup     
Servicer,    the    Security     Insurer,     the Certificateholders  and 
each Rating  Agency,  on  or  before October  31  (or  120 days after the end 
of  the  Servicer's fiscal  year, if other than June 30) of each year, 
beginning on  October 31, 1996, 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.

     (b)       The Servicer shall deliver to the Trustee, the Backup     
Servicer,    the    Security     Insurer,     the Certificateholders, the 
Collateral Agent,  and  each  Rating 



Agency,  promptly  after having obtained knowledge  thereof, but in no event 
later than two (2) Business Days thereafter, written  notice  in an officer's 
certificate  of  any  event which  with the giving of notice or lapse of 
time, or  both, would  become  a Servicer Termination Event  under  Section 
10.1(a).   The Seller or the Servicer shall deliver  to  the Trustee,  the  
Backup  Servicer, the Security Insurer,  the Collateral Agent, the Servicer 
or the Seller (as applicable) and  each  Rating  Agency  promptly  after  
having  obtained knowledge  thereof,  but  in no event  later  than  two  (2) 
Business  Days  thereafter, written notice in  an  officer's certificate of 
any event which with the giving of notice  or lapse  of time, or both, would 
become a Servicer Termination Event under any other clause of Section 10.1.

     IV.11.         Annual Independent Accountants' Report.

     (a)       The Servicer shall cause a firm of nationally recognized  
independent  certified public  accountants  (the "Independent  Accountants"), 
who  may  also  render   other services to the Servicer or to the Seller, to 
deliver to the Trustee, the Backup Servicer, the Security Insurer and  each 
Rating  Agency, on or before October 31 (or 120  days  after the  end  of the 
Servicer's fiscal year, if other than  June 30)  of  each  year,  beginning 
on October  31,  1996,  with respect to the twelve months ended the 
immediately preceding June 30 (or other applicable date) (or such other 
period  as shall have elapsed from the Closing Date to the date of such 
certificate),   a  statement  (the  "Accountants'   Report") addressed to the 
Board of Directors of the Servicer, to  the Trustee, the Backup Servicer and 
to the Security Insurer, to the  effect that such firm has audited the books 
and records of AmeriCredit Corp., in which the Servicer is included as a 
consolidated  subsidiary, and issued its report  thereon  in connection   
with  the  audit  report  on  the  consolidated financial statements of 
AmeriCredit Corp. and that (1)  such audit   was  made  in  accordance  with  
generally  accepted auditing  standards, and accordingly included such tests  
of the accounting records and such other auditing procedures as such firm 
considered necessary in the circumstances; (2) the firm  is  independent of 
the Seller and the Servicer  within the  meaning  of  the  Code of 
Professional  Ethics  of  the American Institute of Certified Public 
Accountants, and  (3) includes  a  report  on  the  application  of  agreed   
upon procedures    to   three   randomly   selected    Servicer's 



Certificates  including the delinquency,  default  and  loss statistics  
required to be specified therein noting  whether any exceptions or errors in 
the Servicer's Certificates were found.

     (b)       A copy of the Accountants' Report may be obtained by  any  
Certificateholder by a request in  writing  to  the Trustee addressed to the 
Corporate Trust Office.

     IV.12.          Access  to  Certain  Documentation  and Information  
Regarding  Receivables.   The  Servicer   shall provide  to  representatives  
of  the  Trustee,  the  Backup Servicer,  the  Certificateholders and the 
Security  Insurer reasonable   access  to  the  documentation  regarding   
the Receivables.   In each case, such access shall  be  afforded without  
charge but only upon reasonable request and  during normal  business  hours.  
Nothing  in  this  Section  shall derogate from 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.

     IV.13.          Monthly Tape.  On or before  the  fifth Business  Day,  
but  in  no event  later  than  the  seventh calendar  day, of each month, 
the Servicer will  deliver  to the  Trustee and the Backup Servicer a 
computer tape  and  a diskette (or any other electronic transmission 
acceptable to the  Trustee and the Backup Servicer) in a format acceptable to 
the  Trustee  and  the  Backup Servicer  containing  the information  with  
respect  to the  Receivables  as  of  the preceding Accounting Date necessary 
for preparation  of  the Servicer's   Certificate   relating   to   the   
immediately succeeding Determination Date and necessary to determine the 
application of collections as provided in Section 5.3.   The Backup  Servicer 
shall use such tape or diskette  (or  other electronic  transmission 
acceptable to the Trustee  and  the Backup   Servicer)  to  verify  the  
Servicer's  Certificate delivered  by  the Servicer, and the Backup  Servicer 
shall certify  to  the Controlling Party that it has verified  the 
Servicer's Certificate in accordance with this Section  4.13 and  shall 
notify the Servicer and the Controlling Party  of any  discrepancies, in each 
case, on or  before  the  second Business Day following the Determination 
Date.  In the event 



that  the  Backup  Servicer reports any  discrepancies,  the Servicer  and 
the Backup Servicer shall attempt to reconcile such  discrepancies prior to 
the related Distribution  Date, but  in  the  absence  of a reconciliation,  
the  Servicer's Certificate  shall control for the purpose  of  calculations 
and  distributions with respect to the related  Distribution Date.   In  the  
event  that  the Backup  Servicer  and  the Servicer are unable to reconcile 
discrepancies with  respect to  a  Servicer's  Certificate by the  related  
Distribution Date,  the Servicer shall cause the Independent Accountants, at  
 the   Servicer's  expense,  to  audit  the   Servicer's Certificate and, 
prior to the third Business Day, but in  no event  later  than the fifth 
calendar day, of the  following month, reconcile the discrepancies.  The 
effect, if any,  of such  reconciliation shall be reflected  in  the  
Servicer's Certificate for such next succeeding Determination Date.  In 
addition,  upon  the  occurrence of a  Servicer  Termination Event the 
Servicer shall, if so requested by the Controlling Party  deliver to the 
Backup Servicer its Collection Records and its Monthly Records within 15 days 
after demand therefor and  a  computer tape containing as of the close of 
business on  the  date  of demand all of the data maintained  by  the 
Servicer in computer format in connection with servicing the Receivables.  
Other than the duties specifically  set  forth in  this  Agreement,  the  
Backup  Servicer  shall  have  no obligations  hereunder,  including, without 
 limitation,  to supervise, verify, monitor or administer the performance  of 
the  Servicer.  The Backup Servicer shall have no  liability for any actions 
taken or omitted by the Servicer.

     IV.14.         Retention and Termination of Servicer.  The Servicer  
hereby covenants and agrees to act as  such  under this  Agreement  for  an  
initial term,  commencing  on  the Closing Date and ending on March 31, 1996, 
which term  shall be  extendible  by  the  Controlling  Party  for  
successive quarterly   terms  ending  on  each  successive   June   30, 
September  30  and  December 31 (or, pursuant  to  revocable written  
standing  instructions from time  to  time  to  the Servicer  and the Trustee 
for any specified number of  terms greater than one), until the Certificates 
are paid in  full. Each such notice (including each notice pursuant to 
standing instructions, which shall be deemed delivered at the end  of 
successive  quarterly terms for so long as such instructions are  in  effect) 
(a "Servicer Extension Notice")  shall  be delivered  by  the Security 
Insurer to the Trustee  and  the 



Servicer.  The Servicer hereby agrees that, as of  the  date hereof  and upon 
its receipt of any such Servicer  Extension Notice,  the  Servicer shall 
become bound, for  the  initial term  beginning on the Closing Date and for 
the duration  of the  term  covered  by  such Servicer Extension  Notice,  to 
continue  as the Servicer subject to and in accordance  with the other 
provisions of this Agreement.  Until such time  as an Insurer Default shall 
have occurred and be continuing the Trustee agrees that if as of the 
fifteenth day prior to  the last  day of any term of the Servicer the Trustee 
shall  not have  received  any  Servicer  Extension  Notice  from   the 
Security  Insurer,  the  Trustee  will,  within  five   days thereafter, give 
written notice of such non-receipt  to  the Security Insurer and the Servicer.

     IV.15.          Fidelity Bond and Errors and  Omissions Policy.   The  
Servicer has obtained, and shall continue  to maintain  in  full  force and 
effect, a  Fidelity  Bond  and Errors and Omissions Policy of a type and in 
such amount  as is  customary  for  servicers engaged  in  the  business  of 
servicing automobile receivables.

V     DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          V.1.   Accounts.  The Servicer shall establish the Collection  
Account  in  the name of  the  Trustee  for  the benefit of the 
Certificateholders.  The Servicer shall  also establish  the Policy Payments 
Account in the  name  of  the Trustee  for  the benefit of the Class A 
Certificateholders. Each  of  the  Collection Account and  the  Policy  
Payments Account shall be an Eligible Account and initially shall  be a  
segregated trust account established with the Trustee and maintained  with  
the  Trustee.  All  amounts  held  in  the Collection  Account  shall,  to  
the  extent  permitted   by applicable laws, rules and regulations, be 
invested  by  the Trustee, as directed in writing by the Servicer, in 
Eligible Investments  that  mature not later than  one  Business  Day prior 
to the Distribution Date for the Collection Period  to which such amounts 
relate.  Any such written direction shall certify  that  any  such investment 
is  authorized  by  this Section  5.1.  Investments in Eligible Investments 
shall  be made   in  the  name  of  the  Trustee  on  behalf  of   the 
Certificateholders, and such investments shall not  be  sold or  disposed  of 
prior to their maturity.  The  Trustee  may 



trade with itself or an Affiliate in the purchase or sale of Eligible  
Investments.   Any  investment  of  funds  in  the Collection  Account  shall 
be made in  Eligible  Investments held  by  a  financial  institution with  
respect  to  which (a)  such  institution  has  noted  the  Trustee's  
interest therein by book entry or otherwise and (b) a confirmation of the  
Trustee's interest has been sent to the Trustee by such institution,  
provided  that such Eligible  Investments  are (i)  specific certificated 
securities (as such term is  used in  the Texas UCC, and (ii) either (A) in 
the possession  of such  institution  or (B) in the possession  of  a  
clearing corporation as such term is used in the New York UCC and the Texas   
UCC,  registered  in  the  name  of  such   clearing corporation, not 
endorsed for collection or surrender or any other  purpose  not involving 
transfer, not  containing  any evidence  of  a  right  or interest  
inconsistent  with  the Trustee's  security  interest  therein,  and  held  
by  such clearing  corporation  in an account  of  such  institution. Subject 
 to  the other provisions hereof, the Trustee  shall have  sole control over 
each such investment and the  income thereon,  and any certificate or other 
instrument evidencing any such investment, if any, shall be delivered 
directly  to the  Trustee  or its agent, together with each  document  of 
transfer,  if  any,  necessary to  transfer  title  to  such investment  to  
the Trustee in a manner which complies  with this  Section 5.1.  All 
interest, dividends, gains upon sale and  other income from, or earnings on, 
investments of funds in   the  Collection  Account  shall  be  deposited  in  
the Collection  Account,  and, in the  case  of  the  Collection Account,  
distributed on the next Distribution Date pursuant to  Section 5.5.  The 
Seller shall deposit in the Collection Account  an amount equal to any net 
loss on such investments immediately as realized.  Amounts in Policy Payments 
Account shall  not  be invested.  On the Closing Date, the  Servicer shall  
deposit  in the Collection Account (i) all  Scheduled Payments  and  
prepayments of Receivables  received  by  the Lockbox Bank after the Cut-off 
Date and prior to the Closing Date  or received by the Lockbox Bank after the 
Cut-off Date and at least two Business Days prior to the Closing Date and 
(ii)  all  Liquidation  Proceeds and proceeds  of  Insurance Policies  
realized  in  respect of a  Financed  Vehicle  and applied by the Servicer 
after the Cut-off Date.

          V.2.   Collections.  (a)  The Servicer shall establish the 
Subcollection  Account in the name of the  Trustee  for  the 



benefit   of   the  Certificateholders.   The  Subcollection Account  shall 
be an Eligible Account satisfying clause  (i) of the definition of "Eligible 
Account," and shall initially be   established  with  First  Interstate  
Bank,  N.A.   The Servicer  shall remit directly to the Subcollection  
Account without  deposit into  any  intervening  account  (i)   all payments 
by or on behalf of the Obligors on the Receivables, (ii)  all Liquidation 
Proceeds received by the Servicer  and (iii)  any Compensating Interest, in 
each case, as  soon  as practicable,  but  in no event later than the  
Business  Day after  receipt  thereof.   Within two  days  of  deposit  of 
payments into the Subcollection Account, the Servicer  shall cause  all 
amounts credited to the Subcollection Account  to be  transferred to the 
Collection Account.  Amounts  in  the Subcollection Account shall not be 
invested.

          (a)    Notwithstanding the provisions of subsection (a) hereof, the 
Servicer will be entitled to be reimbursed  from amounts on deposit in the 
Collection Account with respect to a  Collection Period for amounts 
previously deposited in the Collection  Account but later determined by the 
Servicer  or the Lockbox Bank to have resulted from mistaken deposits  or 
postings  or  checks returned for insufficient  funds.   The amount  to  be  
reimbursed hereunder shall be  paid  to  the Servicer  on  the  related  
Distribution  Date  pursuant  to Section 5.5(a)(i) upon certification by the 
Servicer of such amounts and the provision of such information to the Trustee 
and  the Security Insurer as may be necessary in the opinion of  the  Trustee 
and  the Security Insurer  to  verify  the accuracy  of  such  
certification.  In the  event  that  the Security  Insurer has not received 
evidence satisfactory  to it  of  the Servicer's entitlement to reimbursement 
pursuant to  this  Section,  the Security Insurer  shall  (unless  an Insurer 
Default shall have occurred and be continuing)  give the  Trustee  notice  to 
such effect, following  receipt  of which  the  Trustee  shall not make a  
distribution  to  the Servicer in respect of such amount pursuant to Section  
5.5, or  if  the  Servicer  prior  thereto  has  been  reimbursed pursuant  
to  Section 5.5 or Section 5.6, the Trustee  shall withhold  such  amounts 
from amounts otherwise distributable to the Servicer on the next succeeding 
Distribution Date.

          V.3.   Application of Collections.  For the purposes of this 
Agreement, all collections for a Collection Period shall  be applied by the 
Servicer as follows:



          (a)    With respect to each Receivable (other than a
     Purchased Receivable), payments by or on behalf of  the
     Obligor (other than of Supplemental Servicing Fees with
     respect to such Receivable, to the extent collected) shall
     be applied to interest and principal in accordance with the
     Simple Interest Method.  With respect to each Liquidated
     Receivable,  Liquidation Proceeds shall be  applied  to
     interest and principal with respect to such Receivable in
     accordance with the Simple Interest Method.  Any prepayment
     of  principal  during each Collection Period  shall  be
     immediately applied to reduce the principal balance of the
     Receivable during such Collection Period.

          (b)    With respect to each Receivable that has become a
     Purchased Receivable on any Deposit Date, the  Purchase
     Amount shall be applied, for purposes of this Agreement
     only,  to  interest and principal on the Receivable  in
     accordance with the terms of the Receivable as  if  the
     Purchase  Amount had been paid by the  Obligor  on  the
     Accounting Date.  The Servicer shall not be entitled to any
     Supplemental  Servicing Fees with  respect  to  such  a
     Receivable.  Nothing contained herein shall relieve any
     Obligor of any obligation relating to any Receivable.

          (c)    All amounts collected that are payable to the
     Servicer as Supplemental Servicing Fees hereunder shall be
     deposited in the Collection Account and paid to the Servicer
     in accordance with Section 5.5(a)(i).

          (d)    All payments by or on behalf of an Obligor received
     with  respect  to  any Purchased Receivable  after  the
     Accounting Date immediately preceding the Deposit Date on
     which the Purchase Amount was paid by the Seller or the
     Servicer  shall be paid to the Seller or the  Servicer,
     respectively, and shall not be included in the Available
     Funds.

          V.4.   Additional Deposits.  On or before each Deposit Date, the 
Servicer or the Seller shall deposit into the Collection Account  the  
aggregate  Purchase Amounts  with  respect  to Administrative   Receivables 
and   Warranty   Receivables, respectively.   All such deposits of Purchase 
Amounts  shall be  made in immediately available funds.  On or before  each 
Draw Date, the Trustee shall remit to the Collection Account any  amounts  
delivered  to the Trustee  by  the  Collateral 





Agent.

          V.5.   Distributions.  (a)  On each Distribution Date, the Trustee  
shall (x) distribute all amounts deposited  by  the Security  Insurer  under  
Section 5.8  as  directed  by  the Security  Insurer, and (y) (based solely 
on the  information contained  in  the  Servicer's  Certificate  delivered  
with respect  to  the related Determination Date) distribute  the following 
amounts and in the following order of priority:

         (i)  first, from the Distribution Amount, to the Servicer,
     the Basic Servicing Fee for the related Collection Period,
     any Supplemental Servicing Fees for the related Collection
     Period, and any amounts specified in Section 5.2(b), to the
     extent the Servicer has not reimbursed itself in respect of
     such amounts pursuant to Section 5.6;

         (ii)  second, from the Distribution Amount, to any Lockbox
     Bank,  Trustee,  Backup Servicer  or  Collateral  Agent
     (including the Trustee if acting in any such additional
     capacity), any accrued and unpaid fees and, in the case of
     the Lockbox Bank, amounts related to insufficient funds
     checks (in each case, to the extent such Person has not
     previously  received such amount from the  Servicer  or
     AmeriCredit);

         (iii)  third, from the Amount Available to the Class A
     Certificateholders, the Class A Interest  Distributable
     Amount for such Distribution Date;

         (iv)  fourth, from the Amount Available to the Class A
     Certificateholders, the Class A Principal Distributable
     Amount for such Distribution Date;

         (v)   fifth, from the Distribution Amount to the Security
     Insurer, to the extent of any amounts owing to the Security
     Insurer under the Insurance Agreement and not paid, whether
     or not AmeriCredit is also obligated to pay such amounts;

         (vi)  sixth, from Available Funds, to the Class B
     Certificateholders,  the  Class   B   Coupon   Interest
     Distributable Amount for such Distribution Date;

         (vii)  seventh, from Available Funds, to the Class B
     Certificateholders, the Class B Principal Distributable





     Amount for such Distribution Date; and

         (viii)  eighth, from Available Funds, to the Class B
     Certificateholders, the Class B Excess Interest Amount for
     such Distribution Date;

provided, however, that ARC as the Class B Certificateholder hereby  
irrevocably pledges the Class B Certificates to  the Collateral  Agent  
pursuant to the Spread Account  Agreement and   hereby  irrevocably  agrees  
that  amounts   otherwise distributable to the Class B Certificateholder  
pursuant  to the  foregoing shall instead be delivered by the Trustee  to the 
Collateral Agent for the deposit in the Spread Account, and the Trustee 
hereby agrees to deliver such amounts to the Collateral Agent pursuant to the 
Spread Account Agreement.

          (b)    Subject to Section 12.1 respecting the final payment upon  
retirement of each Certificate, and provided that  the Trustee  has received 
the applicable Servicer's Certificate, on  each  Distribution Date the 
Trustee shall distribute  to each Certificateholder of record on the 
preceding Accounting Date  either (i) by wire transfer, in immediately  
available funds  to  the  account of such holder at a  bank  or  other entity 
having appropriate facilities therefor, if such Certi ficateholder  holds 
Certificates representing  at  least  $5 million   in  Class  A  Certificate  
Balance  or   Class   B Certificate  Balance as of the Cut-off  Date,  and  
if  such Certificateholder  shall  have  provided  to   the   Trustee 
appropriate  instructions not later than 15  days  prior  to such  
Distribution  Date, or (ii) by check  mailed  to  such Certificateholder at 
the address of such Holder appearing in the Certificate Register, such 
Holder's Fractional Undivided Interest of either the Class A Distributable 
Amount  or  the Class  B Distributable Amount, as applicable, to the  extent 
funds therefore are distributed under Section 5.5(a).

          V.6.   Net Deposits.  The Servicer may make the remittances to  be  
made by it pursuant to Sections 5.2 and 5.4  net  of amounts  (which  amounts 
may be netted  prior  to  any  such remittance for a Collection Period) to be 
distributed to  it pursuant to Sections 4.8 and 5.2(b) and (subject to  
payment by  the  Servicer of amounts otherwise payable  pursuant  to Sections 
4.8, 5.2, 5.5(a)(i) and 5.5(a)(ii), for so long  as no   Servicer   
Termination  Event  has  occurred   and   is continuing;  provided  however,  
that  the  Servicer   shall 





account  for  all of such amounts in the related  Servicer's Certificate   
as   if  such  amounts  were   deposited   and distributed separately; 
and, provided, further, that  if  an error  is made by the Servicer in 
calculating the amount  to be  deposited  or retained by it, with the  
result  that  an amount  less  than required is deposited in  the  
Collection Account, the Servicer shall make a payment of the deficiency to 
 the Collection Account, immediately upon becoming aware, or receiving 
notice from the Trustee, of such error.

          V.7.   Statements to Certificateholders.  (a)  On each Distribution 
 Date,  the  Trustee shall  include  with  each distribution  to each 
Certificateholder, a statement  (which statement shall also be provided to 
the Security Insurer and to   each  Rating  Agency)  based  on  information  
in   the Servicer's    Certificate   delivered   on    the    related 
Determination  Date pursuant to Section 4.9,  setting  forth for the 
Collection Period relating to such Distribution Date the following 
information:

               (i)    in the case of the Class A and Class B
     Certificateholders,  the amount  of  such  distribution
     allocable to principal;

               (ii)   in the case of the Class A and Class B
     Certificateholders,  the amount  of  such  distribution
     allocable to interest;

               (iii)  the amount of such distribution payable out of
     amounts withdrawn from the Spread Account or pursuant to a
     claim on the Policy;

               (iv)   the Class A Certificate Balance and the Class B
     Certificate Balance, as applicable, (after giving effect to
     distributions made on such Distribution Date);

               (v)    the amount of fees paid by the Trust with respect to
     such Collection Period;

               (vi)   the amount of the Class A Interest Carryover
     Shortfall, Class A Principal Carryover Shortfall, Class B
     Interest Carryover Shortfall and Class B Principal Carryover
     Shortfall, if any, on such Distribution Date and the change
     in such amounts from those of the prior Distribution Date;







               (vii)  the Class A Certificate Factor and the Class B
     Certificate Factor as of such Distribution Date;

               (viii) the Delinquency Ratio, Average Delinquency
     Ratio, Default Ratio, Average Default Ratio, Net Loss Ratio
     and Average Net Loss Ratio for such Determination Date;

               (ix)   whether any Trigger Event has occurred as of such
     Determination Date;

               (x)    whether any Trigger Event that may have occurred as
     of a prior Determination Date is Deemed Cured (as defined in
     the Spread Account Agreement), as of such Determination
     Date;

               (xi)   whether an Insurance Agreement Event of Default has
     occurred;

               (xii)  the Pool Factor (after giving effect to
     distributions made on such Distribution Date); and

               (xiii) Cumulative Net Losses.

Each  amount  set  forth pursuant to  subclauses  (i)  (such amounts  
broken  down by Class of Certificate),  (ii)  (such amounts broken down by 
Class of Certificate), (iv) and  (vi) above  shall be expressed as a 
dollar amount per $1,000  of original  principal balance of a Certificate 
of the  related Class.

          (b)    Within the prescribed period of time for tax reporting  
purposes  after the end  of  each  calendar  year during  the term of this 
Agreement, the Trustee shall  mail, to  each  Person who at any time during 
such  calendar  year shall  have  been  a  Holder of a Certificate,  a  
statement containing the sum of the amounts set forth in clauses  (i), (ii),  
and (v) (separately indicating amounts in respect  of the Class A 
Certificates and the Class B Certificates in the case  of (i) and (ii)) and 
such other information, requested in  writing  by  the  Servicer,  if  any,  
as  the  Servicer determines  is necessary to permit the Certificateholder  
to ascertain  its  share of the gross income and deductions  of the Trust 
(exclusive of the Supplemental Servicing Fee), for such  calendar year or, in 
the event such Person shall  have been  a  Holder  of a Certificate during a 
portion  of  such 




calendar year, for the applicable portion of such year,  for the  purposes 
of such Certificateholder's preparation of fed eral income tax returns.

          V.8.   Optional Deposits by the Security Insurer.  The Security  
Insurer shall at any time, and from time  to  time have  the  option  (but  
shall not be  required,  except  as provided in Section 6.4 and in accordance 
with the terms  of the  Policy)  to deliver amounts to the Trustee for  
deposit into  the  Collection  Account  for  any  of  the  following 
purposes: (i) to provide funds in respect of the payment  of fees  or  
expenses of any provider of services to the  Trust with  respect to such 
Distribution Date, (ii) to  distribute as a component of the Class A 
Principal Distributable Amount to the extent that the Class A Certificate 
Balance as of the Determination Date preceding such Distribution Date  
exceeds the Class A Percentage of the Aggregate Principal Balance as of  such 
Determination Date, or (iii) to include such amount as  part  of  the  Class  
A Distributable  Amount  for  such Distribution Date to the extent that 
without such  amount  a draw would be required to be made on the Policy.

VI     THE SPREAD ACCOUNT AND THE POLICY; COVENANTS
       OF THE INITIAL CLASS B CERTIFICATEHOLDER

          VI.1.       Initial Purchase; Spread Account.  (a)  The Seller  
hereby agrees to make a capital contribution to  ARC on  the  Closing Date to 
enable ARC to purchase the Class  B Certificates and make the initial Spread 
Account deposit.

          (a)       ARC, as the initial Class B Certificateholder agrees,  
simultaneously with the execution and  delivery  of this  Agreement, to 
execute and deliver the  Spread  Account Agreement  and,  pursuant to the 
terms thereof,  to  deposit $972,027.83 in the Spread Account.

          VI.2.       Policy.  The Servicer and the Seller agree, 
simultaneously  with  the execution  and  delivery  of  this Agreement, to 
cause the Security Insurer to issue the Policy for  the  benefit of the Trust 
in accordance with the  terms thereof.

          VI.3.       Withdrawals from Spread Account.  (a)  In the event  
that the Servicer's Certificate with respect  to  any 




Determination  Date  shall state  that  the  amount  of  the Available 
Funds with respect to such Determination  Date  is less  than  the  sum of 
the amounts payable on  the  related Distribution  Date pursuant to 
clauses (i)  through  (v)  of Subsection 5.5(a) (such deficiency being a 
"Deficiency Claim Amount")  then  on  the  Deficiency Claim  Date  
immediately preceding such Distribution Date, the Trustee shall  deliver 
to  the  Collateral  Agent, the Security  Insurer,  and  the Servicer, by 
hand delivery, telex or facsimile transmission, a  written  notice  (a 
"Deficiency Notice")  specifying  the Deficiency  Claim Amount for such 
Distribution  Date.   Such Deficiency Notice shall direct the Collateral 
Agent to remit such  Deficiency Claim Amount (to the extent  of  the  
funds available  to be distributed pursuant to the Spread  Account 
Agreement)  to  the  Trustee for deposit in  the  Collection Account.

          (a)    Any Deficiency Notice shall be delivered by 10:00 a.m.,  New 
 York  City  time, on  the  fourth  Business  Day preceding  such 
Distribution Date.  The amounts  distributed by  the  Collateral  Agent  to 
the  Trustee  pursuant  to  a Deficiency Notice shall be deposited by the 
Trustee into the Collection Account pursuant to Section 5.4.

          VI.4.       Claims Under Policy.  (a)  In the event that the 
Trustee  has delivered a Deficiency Notice with  respect  to any  
Determination Date, the Trustee shall determine on  the related  Draw  Date  
whether the sum of (i)  the  amount  of Available Funds with respect to such 
Determination Date  (as stated  in the Servicer's Certificate with respect  
to  such Determination  Date) plus (ii) the amount of the  Deficiency Claim  
Amount,  if  any, to be delivered by  the  Collateral Agent  to  the  Trustee 
 pursuant  to  a  Deficiency  Notice delivered with respect to such 
Distribution Date (as  stated in  the  certificate delivered on the 
immediately  preceding Deficiency  Claim Date by the Collateral Agent  
pursuant  to Section  3.03(a) of the Spread Account Agreement)  would  be 
insufficient,  after  giving  effect  to  the  distributions required  by 
Section 5.5(a)(i)-(ii), to pay the sum  of  the Class  A  Interest  
Distributable Amount  and  the  Class  A Principal  Distributable Amount for 
the related Distribution Date,  then in such event the Trustee shall furnish  
to  the Security Insurer no later than 12:00 noon New York City time on  the 
related Draw Date a completed Notice of Claim in the amount  of the shortfall 
in amounts so available to pay  the 




Class  A  Interest  Distributable Amount  and  the  Class  A Principal   
Distributable  Amount  with  respect   to   such Distribution  Date (the 
amount of any such  shortfall  being hereinafter  referred  to  as the  
"Policy  Claim  Amount"). Amounts paid by the Security Insurer under the 
Policy  shall be deposited by the Trustee into the Policy Payments Account 
and  thereafter into the Collection Account for  payment  to Class A 
Certificateholders on the related Distribution  Date (or  promptly 
following payment on a later date as set forth in the Policy).

          (a)    Any notice delivered by the Trustee to the Security Insurer  
pursuant  to subsection 6.4(a)  shall  specify  the Policy  Claim  Amount  
claimed under the  Policy  and  shall constitute  a  "Notice  of  Claim"  
under  the  Policy.   In accordance  with the provisions of the Policy, the  
Security Insurer  is required to pay to the Trustee the Policy  Claim Amount  
properly claimed thereunder by 12:00 noon, New  York City  time,  on  the  
later of (i) the  third  Business  Day following receipt on a Business Day of 
the Notice of  Claim, and (ii) the applicable Distribution Date.  Any payment 
made by  the  Security Insurer under the Policy shall be  applied solely  to 
the payment of the Class A Certificates, and  for no other purpose.

          (b)    The Trustee shall (i) receive as attorney-in-fact of each  
Certificateholder any Policy  Claim  Amount  from  the Security Insurer and 
(ii) deposit the same in the Collection Account  for  disbursement to the 
Class A Certificateholders as set forth in clauses (iii) and (iv) of 
subsection 5.5(a). Any  and  all Policy Claim Amounts disbursed by the  
Trustee from  claims  made under the Policy shall not be  considered payment 
by the Trust or from the Spread Account with respect to  such  Class A 
Certificates, and shall not discharge  the obligations of the Trust with 
respect thereto.  The Security Insurer  shall,  to  the extent it makes  any  
payment  with respect  to  the Class A Certificates, become subrogated  to 
the  rights of the recipients of such payments to the extent of  such  
payments.   Subject to and  conditioned  upon  any payment  with respect to 
the Class A Certificates by  or  on behalf of the Security Insurer, the 
Trustee shall assign  to the  Security Insurer all rights to the payment of  
interest or  principal with respect to the Class A Certificates which are  
then due for payment to the extent of all payments made by  the  Security  
Insurer  and  the  Security  Insurer  may 




exercise  any  option, vote, right, power or the  like  with respect  to 
the Class A Certificates to the extent  that  it has  made payment 
pursuant to the Policy.  To evidence  such subrogation,  the  Certificate  
Registrar  shall  note   the Security  Insurer's rights as subrogee upon 
the register  of Class  A  Certificateholders upon receipt from the  
Security Insurer of proof of payment by the Security Insurer  of  any 
Class  A  Interest Distributable Amount or Class A Principal Distributable 
Amount.

          (c)    The Trustee shall be entitled to enforce on behalf of the  
Class  A  Certificateholders  the  obligations  of  the Security  Insurer  
under  the Policy.   Notwithstanding  any other  provision of this Agreement, 
the Class A  Certificate holders  are not entitled to institute proceedings  
directly against the Security Insurer.

          VI.5.       Preference Claims; Direction of Proceedings. (a)   In 
the event that the Trustee has received a certified copy  of an order of the 
appropriate court that any Class  A Interest   Distributable  Amount  or   
Class   A   Principal Distributable Amount paid on a Class A Certificate has  
been avoided  in  whole or in part as a preference payment  under applicable  
bankruptcy law, the Trustee shall so notify  the Security  Insurer, shall 
comply with the provisions  of  the Policy  to  obtain payment by the 
Security Insurer  of  such avoided  payment, and shall, at the time it 
provides  notice to  the  Security Insurer, notify Holders  of  the  Class  A 
Certificates  by mail that, in the event that  any  Class  A 
Certificateholder's payment is so recoverable, such Class  A 
Certificateholder  will be entitled to payment  pursuant  to the  terms  of  
the Policy.  Pursuant to the  terms  of  the Policy,  the  Security  Insurer 
will make  such  payment  on behalf  of  the  Class A Certificateholder to 
the  receiver, conservator,  debtor-in-possession or trustee in  bankruptcy 
named in the Order (as defined in the Policy) and not to the Trustee or any 
Class A Certificateholder directly (unless  a Class  A  Certificateholder has 
previously paid such payment to   the  receiver,  conservator,  
debtor-in-possession   or trustee  in  bankruptcy, in which case the Security 
 Insurer will  make  such payment to the Trustee for distribution  to such  
Class  A Certificateholder upon proof of such  payment reasonably 
satisfactory to the Security Insurer).

          (a)    The Trustee shall promptly notify the Security 





Insurer  of any proceeding or the institution of any  action (of  which  
the  Trustee has actual knowledge)  seeking  the avoidance   as  a  
preferential  transfer  under  applicable bankruptcy,  insolvency,  
receivership,  rehabilitation   or similar law (a "Preference Claim") of 
any distribution  made with  respect to the Class A Certificates.  Each 
Holder,  by its purchase of Class A Certificates, and the Trustee hereby 
agrees  that  so long as an Insurer Default shall  not  have occurred and 
be continuing, the Security Insurer may at  any time during the 
continuation of any proceeding relating to a Preference  Claim  direct  
all  matters  relating  to   such Preference  Claim  including, without  
limitation,  (i)  the direction  of  any  appeal  of any  order  relating  
to  any Preference  Claim  and  (ii)  the  posting  of  any  surety, 
supersedeas or performance bond pending any such  appeal  at the  expense  
of  the  Security  Insurer,  but  subject   to reimbursement  as provided 
in the Insurance  Agreement.   In addition,  and without limitation of the 
foregoing,  as  set forth  in  Section  6.4(c), the Security  Insurer  
shall  be subrogated  to, and each Class A Certificateholder  and  the 
Trustee  hereby  delegate and assign, to the fullest  extent permitted by 
law, the rights of the Trustee and each Class A Certificateholder  in  the 
conduct of  any  proceeding  with respect   to   a Preference  Claim,   
including,   without limitation,  all  rights  of  any party  to  an   
adversary proceeding action with respect to any court order issued  in 
connection with any such Preference Claim.

          VI.6.       Surrender of Policy.  The Trustee shall surrender   the 
Policy   to  the  Security   Insurer   for cancellation  upon  its 
expiration in  accordance  with  the terms thereof.

          VI.7.       Special Purpose Entity.

      (a)  ARC shall conduct its business solely in its  own name  through 
its duly authorized officers or agents  so  as not  to mislead others as to 
the identity of the entity with which those others are concerned, and 
particularly will  use its  best  efforts  to  avoid the appearance  of  
conducting business  on  behalf of any affiliate thereof  or  that  the 
assets  of  the  ARC are available to pay the  creditors  of AmeriCredit  or 
AmeriCredit Corp. or any affiliate  thereof. Without  limiting the generality 
of the foregoing, all  oral and  written  communications, including, without 
limitation, 






letters,  invoices,  purchase orders, contracts,  statements and  
loan applications, will be made solely in the  name  of ARC.

      (b)  ARC shall maintain corporate records and books of account  
separate from those of AmeriCredit and  AmeriCredit Corp., and the affiliates 
thereof.

      (c)   ARC  shall obtain proper authorization from  its Board  of  
Directors of all corporate action requiring  such authorization,  meetings of 
the Board of  Directors  of  ARC shall be held not less frequently than one 
time per annum.

      (d)   ARC  shall obtain proper authorization from  its shareholders  of 
all corporate action requiring  shareholder approval, meetings of the 
shareholders of ARC shall be  held not less frequently than one time per 
annum.

      (e)   Although the organizational expenses of ARC have been  paid  by  
AmeriCredit, the Seller shall  pay  its  own operating expenses and 
liabilities from its own funds.

      (f)   The  annual financial statements  of  ARC  shall disclose  the  
effects of ARC's transactions  in  accordance with  generally  accepted 
accounting  principles  and  shall disclose  that  the assets of ARC are not 
available  to  pay creditors of AmeriCredit Corp., AmeriCredit or any 
affiliate thereof.

      (g)  The resolutions, agreements and other instruments of   ARC  
underlying  the  transactions  described  in   the Insurance  Agreement and 
in the other Transaction  Documents shall  be continuously maintained by ARC 
as official records of  ARC,  separately  identified and  held  apart  from  
the records  of  AmeriCredit  Corp.  and  AmeriCredit  and  each affiliate 
thereof.

      (h)   ARC  shall maintain an arm's-length relationship with  
AmeriCredit Corp. and AmeriCredit and  the  affiliates thereof,  and will not 
hold itself out as being  liable  for the  debts  of  AmeriCredit  Corp.  or  
AmeriCredit  or  any affiliate thereof.

      (i)   ARC shall keep its assets and liabilities wholly separate  from  
those of all other entities, including,  but 






not  limited  to  AmeriCredit  Corp.,  AmeriCredit  and  the affiliates 
thereof.

     (j)  The books and records of ARC will be maintained at the address 
designated herein for receipt of notices, unless ARC shall otherwise advise 
the parties hereto in writing.

     VI.8.           Restrictions on Liens.  ARC  shall  not (i)  create, 
incur or suffer to exist, or agree  to  create, incur  or suffer to exist, or 
consent to cause or permit  in the   future  (upon  the  happening  of  a  
contingency   or otherwise) the creation, incurrence or existence of any Lien 
or  restriction on transferability of the Receivables except for  the Lien in 
favor of the Trustee for the benefit of the Certificateholders  and  the  
Security  Insurer,  the   Lien imposed  by  the Spread Account Agreement in  
favor  of  the Trustee  for the benefit of the Certificateholders  and  the 
Security  Insurer,  and the restrictions on  transferability imposed  by  
this Agreement or (ii) sign or file  under  the Uniform  Commercial Code of 
any jurisdiction  any  financing statement  which names AmeriCredit or ARC as 
 a  debtor,  or sign  any  security agreement authorizing any secured  party 
thereunder to file such financing statement, with respect to the  
Receivables,  except in each case any  such  instrument solely  securing the 
rights and preserving the Lien  of  the Trustee  for the benefit of the 
Certificateholders  and  the Security Insurer.

     VI.9.          Creation of Indebtedness; Guarantees.  ARC shall  not  
create,  incur, assume or suffer  to  exist  any indebtedness other than 
indebtedness guaranteed or  approved in   writing  by  the  Security  Insurer 
 other   than   the Transaction Documents.  Without the prior written consent 
in writing  of  the  Security Insurer,  ARC  shall  not  assume guarantee,  
endorse  or otherwise be or become  directly  or contingently  liable for the 
obligations of any  Person  by, among  other things, agreeing to purchase any 
obligation  of another Person, agreeing to advance funds to such Person  or 
causing  or assisting such Person to maintain any amount  of capital.

     VI.10.         Other Activities.  ARC shall not:

      (a)  sell, transfer, exchange or otherwise dispose  of any  of its 
assets except as permitted under the Transaction 





Documents; or

      (b)  engage in any business or activity other than  in connection with 
this Agreement, the Spread Account Agreement and as permitted by its 
certificate of incorporation.

      (c)  (i) take any action prohibited by Article XVI  of its  certificate 
of incorporation or (ii) without the  prior written consent of the Trustee 
and the Controlling Party and without  giving prior written notice to the 
Rating Agencies, amend Article III, Article IX, Article XIV or Article XVI of 
its certificate of incorporation.


VII                   THE CERTIFICATES

          VII.1.      The Certificates.  (a)  The Class A Certificates and   
the   Class  B  Certificates  shall   be   issued   in denominations  of  
$1,000  initial  principal   amount   and integral  multiples  thereof,  
except  that  one   Class   A Certificate and one Class B Certificate shall 
be issued in a denomination  that  includes  any  residual   amount.    The 
Certificates shall be executed on behalf of the  Trustee  by manual or 
facsimile signature of any Responsible Officer  of the  Trustee having such 
authority under the Trustee's  seal imprinted  or  otherwise  affixed thereon 
 and  attested  on behalf  of  the Trustee by the manual or facsimile 
signature of   any   other   Responsible  Officer  of   the   Trustee. 
Certificates  bearing the manual or facsimile signatures  of individuals who 
were, at the time when such signatures  were affixed,  authorized to sign on 
behalf of the Trustee  shall be   valid   and   binding   obligations   of   
the   Trust, notwithstanding that such individuals or any  of  them  have 
ceased  to  be  so  authorized prior to  the  execution  and delivery  of 
such Certificates.  All Certificates  shall  be dated the date of their 
execution.

          VII.2.      Authentication of Certificates.  The Trustee shall 
cause the Certificates to be executed on behalf of the Trust, authenticated, 
and delivered to or upon the order  of the  Seller (or in the case of the 
Class B Certificates, the Seller  hereby  authorizes  the  Trustee  to  
execute   such Certificates on behalf of the Trust), signed by its chairman 
of  the  board,  its  vice  chairman,  its  chief  financial officer,  its 
president, any vice president, its  treasurer, 





or  any  assistant treasurer, its secretary or any assistant secretary,  
without further corporate action by the  Seller, in   exchange  for  the  
Receivables  and  the  other  Trust Property,  simultaneously  with  the  
sale,  assignment  and transfer to the Trustee of the Receivables, and the 
delivery to  the Trustee of the Receivable Files and the other  Trust 
Property.  Such Certificates shall be duly executed  by  the Trustee,  in  
authorized  denominations  equaling   in the aggregate  the Cut-off Date 
Principal Balance and evidencing the  entire  ownership of the Trust.  No  
Certificate  shall entitle  its  holder to any benefit under the 
Agreement,  or shall be valid for any purpose, unless there shall appear 
on such    Certificate   a   certificate   of    authentication 
substantially in the form set forth in Exhibit A or  Exhibit B hereto 
executed by the Trustee by manual signature of  an authorized  signatory; 
such authentication shall  constitute conclusive  evidence that such 
Certificate shall  have  been duly  authenticated  and delivered 
hereunder.   All  Certifi cates  shall  be dated the date of their 
authentication  and shall be numbered in the manner determined by the 
Trustee.

          VII.3.      Registration of Transfer and Exchange of Certificates.  
(a)  The Certificate Registrar shall keep  or cause  to  be  kept,  at  the 
office  or  agency  maintained pursuant  to Section 7.7, a Certificate 
Register  in  which, subject  to such reasonable regulations as it may 
prescribe, the   Trustee   shall  provide  for  the   registration   of 
Certificates  and of transfers and exchanges of Certificates as  herein  
provided.   The Trustee  shall  be  the  initial Certificate Registrar.  In 
the event that, subsequent to the Cut-off Date, the Trustee notifies the 
Servicer that  it  is unable  to act as Certificate Registrar, the Servicer  
shall appoint  another bank or trust company, agreeing to  act  in accordance 
 with the provisions of this Agreement applicable to  it,  and otherwise 
acceptable to the Trustee, to act  as successor Certificate Registrar under 
this Agreement.

           The  Certificates have not been registered  under the  Securities  
Act  or  any  state  securities  law.   The Certificate Registrar shall not 
register the transfer of any Class  A  Certificate  or  Class B Certificate  
unless  such resale  or transfer is pursuant to an effective registration 
statement  under the Securities Act or is to the  Seller  or unless  it  
shall have received (i) a representation  letter substantially  in the form 
of Exhibit B to the  Confidential 






Offering Circular or (ii) such other representations (or  an Opinion  of 
Counsel) satisfactory to the Seller or CS  First Boston  Corporation  to  
the  effect  that  such  resale  or transfer  is  made  (A)  in a 
transaction  exempt  from  the registration   requirements  of  the  
Securities   Act   and applicable state securities laws, or (B) to a 
person who the transferor  of  the  Certificate reasonably  believes  is  
a qualified  institutional buyer (within the meaning  of  Rule 144A  under 
 the  Securities Act) that is  aware  that  such resale or other transfer 
is being made in reliance upon Rule 144A.    Until  the  earlier  of  (i)  
such  time   as   the Certificates  shall be registered pursuant to a 
registration statement filed under the Securities Act and (ii)  the  date 
three  years  from  the later of the date  of  the  original 
authentication and delivery of the Certificates and the date any   
Certificate  was  acquired  from  the  Seller  or  any affiliate  of  the  
Seller, the Certificates  shall  bear  a legend as follows:

                     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE 
          SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"),
          OR  THE SECURITIES LAWS OF ANY STATE  IN RELIANCE UPON EXEMPTIONS 
          PROVIDED BY THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.   
          NO  RESALE OR OTHER TRANSFER  OF THIS CERTIFICATE MAY BE MADE 
          UNLESS SUCH RESALE  OR  TRANSFER  (A)  IS  MADE   IN  ACCORDANCE  
          WITH  SECTION  7.3  OF   THE POOLING AND SERVICING AGREEMENT AND  
          (B) IS  MADE  (i)  PURSUANT TO AN  EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES  ACT, (ii) IN  A  TRANSACTION EXEMPT FROM THE 
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE 
          STATE SECURITIES LAWS,  (iii) TO  THE  SELLER OR (iv) TO A PERSON  
          WHO THE TRANSFEROR REASONABLY BELIEVES IS  A QUALIFIED 
          INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
          SECURITIES  ACT THAT IS AWARE  THAT  THE RESALE  OR OTHER TRANSFER
          IS BEING MADE IN  RELIANCE ON RULE 144A AND (C) UPON THE 
          SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE 
          AGREEMENT.





          NEITHER THE SELLER, THE SERVICER NOR THE TRUSTEE  IS  OBLIGATED 
          TO REGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY 
          APPLICABLE STATE SECURITIES LAWS.

The  Certificate  Registrar shall not register  the  initial transfer of the
Class A Certificates unless it  shall  have received  a Purchaser 
Representation Letter in the  form  of Exhibit  A  to the Confidential 
Offering Circular.   Neither the  Seller,  the Servicer nor the Trustee is  
obligated  to register  the Certificates of any Class under the Securities 
Act or to take any other action not otherwise required under the Agreement to 
permit the transfer of Certificates without registration.

           Notwithstanding anything to the contrary  herein, the Certificate 
Registrar shall not register the transfer of any Class A Certificate unless 
it shall have received (i)  a representation letter substantially in the form 
of Exhibit B to  the  Confidential Offering Circular or (ii) any Class  B 
Certificate  unless it shall have received a  representation letter   
relating   to   Class  B  Certificates   which   is substantially  in the 
form of Exhibit B to the  Confidential Offering Circular.

          (a)    Upon surrender for registration of transfer of any 
Certificate  at  the  Corporate Trust  Office,  the  Trustee shall, subject 
to Section 7.3(a), execute, authenticate, and deliver,  in  the  name  of  
the  designated  transferee  or transferees,  one  or  more new Certificates  
in  authorized denominations of a like aggregate amount dated the  date  of 
authentication by the Trustee.  At the option of  a  Holder, Certificates  
may  be  exchanged for other  Certificates  of authorized  denominations of a 
like  aggregate  amount  upon surrender  of  the  Certificates  to  be  
exchanged  at  the Corporate Trust Office.

          (b)    Every Certificate presented or surrendered for registration 
of transfer or exchange shall be accompanied by a written instrument of 
transfer in form satisfactory to the Trustee and the Certificate Registrar 
duly executed  by  the holder  or  his  attorney duly authorized in writing.  
 Each Certificate  surrendered  for registration  of  transfer  or exchange 
shall be cancelled and subsequently disposed of  by the Trustee.





          (c)    No service charge shall be made for any registration of 
transfer or exchange of Certificates, but the Trustee may require  payment  
of a sum sufficient to cover  any  tax  or governmental  charge that may be 
imposed in connection  with any transfer or exchange of Certificates.

          (d)    The Certificates and this Agreement may be amended or 
supplemented from time to time without the consent of any of the   
Certificateholders  to  modify  restrictions  on   and procedures   for   
resale  and  other   transfers   of   the Certificates  of  any  Class  to  
reflect  any   change   in applicable   law   or  regulations  (or  the  
interpretation thereof) or practices relating to the resale or transfer  of 
restricted securities generally.

          (e)    No Certificate shall be registered or transferred to 
AmeriCredit or any Affiliate thereof other than ARC  without the  prior 
consent of the Security Insurer.  Notice  of  any such transfer shall be 
given to each Rating Agency.

          (f)    The Class B Certificates shall initially be retained by ARC. 
No sale, assignment, pledge, encumbrance or transfer of  any interest in any 
Class B Certificate shall be made or permitted   without  the  prior  written 
 consent   of   the Certificate Insurer and prior notice to the Rating  
Agencies until  the Class A Certificate Balance is reduced  to  zero, all  
payments  in  respect  of  interest  on  the  Class   A Certificates   have  
been  made  in  full  and   the   Final Termination   Date  (as  defined  in  
the   Spread   Account Agreement)  with  respect to the Series 1996-A  
Certificates (as  defined  in  the Series 1996-A Supplement)  shall  have 
occurred. The Class B Certificates shall be subject  to  the same  
restrictions on transfer that the Class A Certificates are  subject to in 
Section 7.3 hereof. For purposes  of  the restrictions on transfer of Class B 
Certificates, ARC  shall be  treated as the initial purchaser. No transfer of 
a Class B  Certificate or any interest therein shall be made  unless prior   
to  such  transfer  the  Holder  of  such  Class   B Certificates  delivers 
to ARC, the Certificate  Insurer  and the  Trustee either a ruling of the 
Internal Revenue Service or an Opinion of Counsel, which shall be independent 
outside counsel,  satisfactory  to  the  Certificate  Insurer,   the Trustee  
and  the  Rating Agencies in either  case,  to  the effect that the proposed 
transfer (x) will not result in the arrangement contemplated by this 
Agreement being treated  as 





an association taxable as a corporation under either (I) the Code, as from 
time to time in force or (II) the tax laws  of the  State of Texas and (y) 
will not have any adverse effect on   the  Federal  income  taxation  of  
the  Trust  or  the Certificateholders.

          VII.4.       Mutilated, Destroyed, Lost or  Stolen Certificates.    
If   (a)  any  mutilated   Certificate   is surrendered to the Certificate 
Registrar, or the Certificate Registrar  receives  evidence to  its  
satisfaction  of  the destruction, loss or theft of any Certificate, and (b) 
there is  delivered to the Certificate Registrar, the Trustee  and (unless  
an  Insurer  Default shall  have  occurred  and  be continuing) the Security 
Insurer such security or  indemnity as  may  be  required by them to save 
each of them harmless, then,  in the absence of notice to the Certificate 
Registrar or the Trustee that such Certificate has been acquired by  a bona  
fide  purchaser, the Trustee on behalf  of  the  Trust shall execute and 
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or 
stolen Certificate, a new Certificate of like tenor and Fractional Undivided 
Interest. In connection with the issuance of any new Certificate under this  
Section 7.4, the Trustee may require the payment of  a sum sufficient to 
cover any tax or other governmental charge that  may  be  imposed  in 
relation thereto  and  any  other expenses (including the fees and expenses 
of the Trustee and the   Certificate  Registrar)  connected   therewith.    
Any duplicate  Certificate issued pursuant to this  Section  7.4 shall  
constitute  complete  and  indefeasible  evidence  of ownership in the Trust, 
as if originally issued, whether  or not the lost, stolen or destroyed 
Certificate shall be found at any time.

          VII.5.       Persons Deemed Owners.  Prior to  due presentation of 
a Certificate for registration of  transfer, the  Trustee, the Certificate 
Registrar and any agent of the Trustee or the Certificate Registrar may treat 
the person in whose  name  any Certificate is registered as the  owner  of 
such  Certificate for the purpose of receiving distributions pursuant   to  
Section  5.5  and  for  all  other   purposes whatsoever,   and  neither  the 
Trustee,  the   Certificate Registrar,  the  Security  Insurer  nor  any  
agent  of  the Trustee,  the Certificate Registrar or the Security  Insurer 
shall be affected by any notice to the contrary.






     VII.6.     Access to List of Certificateholders' Names and 
Addresses.   The  Trustee  shall  furnish  or  cause  to  be furnished  to  
the  Servicer or (unless an  Insurer  Default shall have occurred and be 
continuing) the Security Insurer, within  10  days after receipt by the 
Trustee of  a  written request  therefor from such party, a list, in such  
form  as such  party  may  reasonably  require,  of  the  names   and 
addresses  of the Certificateholders as of the  most  recent Accounting  Date 
for payment of distributions to Certificate holders.   If three or more 
Certificateholders,  or  one  or more Certificateholders evidencing not less 
than 25% of  the Class  A  Certificate  Balance and the Class  B  Certificate 
Balance (disregarding any Class B Certificate held by AmeriCredit or any   
Affiliate   thereof)  (hereinafter  referred   to   as "Applicants"),  apply 
in writing to the  Trustee,  and  such application states that the Applicants 
desire to communicate with other Certificateholders of such Class with 
respect  to their  rights under this Agreement or under the Certificates and  
is accompanied by a copy of the communication that such Applicants  propose  
to transmit, then  the  Trustee  shall, within  five  Business  Days  after  
the  receipt  of   such application,  afford such Applicants access,  during  
normal business  hours,  to the current list of Certificateholders. Every   
Certificateholder,  by  receiving  and   holding   a Certificate,  agrees 
with the Servicer and the Trustee  that neither   the  Servicer  nor  the  
Trustee  shall  be   held accountable  by  reason  of  the  disclosure  of  
any   such information as to the names and addresses of the Certificate 
holders under this Agreement, regardless of the source  from which such 
information was derived.

     VII.7.     Maintenance of Office or Agency.  The Trustee shall 
maintain in Chicago, Illinois, an office or offices or agency or agencies 
where Certificates may be surrendered for registration  of  transfer  or 
exchange  and  an  office  in Chicago,  Illinois where notices and demands to 
or upon  the Trustee  in  respect of the Certificates and this  Agreement may 
be  served.   The  Trustee  initially  designates  the Corporate Trust 
Office as specified in this Agreement as its office  for  such purposes.  The 
Trustee shall  give  prompt written notice to the Servicer and to 
Certificateholders  of any  change  in the location of the Certificate 
Register  or any such office or agency.



     VII.8.     Affiliated Group May Own Certificates.  To the  extent  
that the Seller or any Affiliate of the  Seller becomes the owner or pledgee 
of any Certificate pursuant  to Section  7.3(f) hereof, during the time such 
Certificate  is owned by it, such Certificate shall be without voting rights 
for  any  purpose set forth in this Agreement or any Related Document.   The  
Seller shall notify  the  Trustee  and  the Security  Insurer promptly after 
it or any of its Affiliates become the owner or pledgee of a Certificate.

VIII     THE SELLER

     VIII.1.     Liability of Seller.

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

     VIII.2.     Merger or Consolidation of, or Assumption of the  
Obligations  of  Seller; Amendment  of  Certificate  of Incorporation.

     (i)     The Seller shall not merge or consolidate with any other  
Person  or  permit any other  Person  to  become  the successor to the 
Seller's business without the prior written consent  of  the  Controlling  
Party.   Any  such  successor corporation  shall  execute an agreement  of  
assumption  of every obligation of the Seller under this Agreement and each 
Related   Document  and,  whether  or  not  such  assumption agreement is 
executed, shall be the successor to the  Seller under this Agreement without 
the execution or filing of  any document  or  any  further act on the part  
of  any  of  the parties to this Agreement.  The Seller shall provide  prompt 
notice  of any merger, consolidation or succession  pursuant to  this  
Section 8.2 to the Trustee, the Security  Insurer, the    Certificateholders  
and   the    Rating    Agencies. Notwithstanding the foregoing, the Seller 
shall not merge or consolidate with any other Person or permit any other 
Person to  become a successor to the Seller's business, unless  (x) 
immediately  after  giving effect to  such  transaction,  no representation  
or  warranty made pursuant  to  Section  3.4 shall   have  been  breached  
(for  purposes  hereof,   such representations and warranties shall speak as 
of the date of 



the  consummation of such transaction) and  no  event  that, after  notice  
or  lapse of time, or both,  would  become  a Servicer  Termination  Event  
shall  have  occurred  and  be continuing,  (y)  the  Seller shall have  
delivered  to  the Trustee,  the  Rating Agencies and the Security  Insurer  
an officer's certificate and an Opinion of Counsel each stating that  such  
consolidation, merger  or  succession  and  such agreement  of  assumption 
comply with this Section  8.2  and that  all conditions precedent, if any, 
provided for in this Agreement  relating to such transaction have  been  
complied with,  and  (z)  the  Seller shall  have  delivered  to  the 
Trustee,  the  Rating Agencies and the Security  Insurer  an Opinion of 
Counsel, stating, in the opinion of such counsel, either   (A)   all  
financing  statements  and  continuation statements  and  amendments thereto 
have been  executed  and filed  that  are  necessary  to  preserve  and  
protect  the interest  of  the  Trust in the Receivables  and  the  Other 
Conveyed Property and reciting the details of the filings or (B)  no  such  
action  shall be necessary  to  preserve  and protect such interest.

     VIII.3.     Limitation on Liability of Seller and Others. The  Seller 
and any director or officer or employee or agent of  the  Seller  may rely in 
good faith  on  the  advice  of counsel  or on any document of any kind prima 
facie properly executed and submitted by any Person respecting any  matters 
arising under this Agreement.  The Seller shall not be under any  obligation 
to appear in, prosecute or defend any  legal action  that is not incidental 
to its obligations as  Seller of  the  Receivables under this Agreement and  
that  in  its opinion may involve it in any expense or liability.

IX     THE SERVICER

     IX.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 
specifically undertaken by the Servicer  and the representations made by the 
Servicer.

     (b)     The Servicer shall defend, indemnify and hold harmless  the  
Trust, the Trustee, the Backup Servicer,  the Security  Insurer,  their  
respective  officers,  directors, 



agents  and employees, and the Certificateholders  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  
Trust, the Trustee, the Backup Servicer,  the Security  Insurer,  their  
respective  officers,  directors, agents  and  employees and the 
Certificateholders  from  and against  any taxes that may at any time be 
asserted  against any  of  such  parties  with  respect  to  the  
transactions contemplated   in   this   Agreement,   including,   without 
limitation,   any   sales,  gross  receipts,   tangible   or intangible  
personal property, privilege  or  license  taxes (but  not  including  any  
federal or  other  income  taxes, including franchise taxes asserted with 
respect to,  and  as of  the  date of, the sale of the Receivables and the  
Other Conveyed  Property to the Trust or the issuance and original sale  of  
the  Certificates)  and  costs  and  expenses   in defending against the 
same; and

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

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



     IX.2.     Merger or Consolidation of, or Assumption of the 
Obligations of the Servicer or Backup Servicer.

     (a)     AmeriCredit shall not merge or consolidate with any  other  
person, convey, transfer or lease  substantially all  its assets as an 
entirety to another Person, or  permit any  other  Person to become the 
successor to  AmeriCredit's business    unless,   after   the   merger,   
consolidation, conveyance, transfer, lease or succession, the successor  or 
surviving  entity shall be capable of fulfilling the  duties of  AmeriCredit  
contained in this Agreement  and  shall  be acceptable  to  the Controlling 
Party, and,  if  an  Insurer Default shall have occurred and be continuing, 
shall  be  an Eligible   Servicer.   Any  corporation   (i)   into   which 
AmeriCredit  may be merged or consolidated,  (ii)  resulting from  any merger 
or consolidation to which AmeriCredit shall be a party, (iii) which acquires 
by conveyance, transfer, or lease  substantially all of the assets  of  
AmeriCredit,  or (iv)  succeeding to the business of AmeriCredit, in  any  of 
the foregoing cases shall execute an agreement of assumption to  perform  
every  obligation  of  AmeriCredit  under  this Agreement  and, whether or 
not such assumption agreement  is executed,  shall be the successor to 
AmeriCredit under  this Agreement  without the execution or filing of any  
paper  or any  further act on the part of any of the parties  to  this 
Agreement,  anything  in  this  Agreement  to  the  contrary notwithstanding; 
provided, however, that nothing  contained herein  shall  be  deemed to 
release  AmeriCredit  from  any obligation.  AmeriCredit shall provide notice 
of any merger, consolidation or succession pursuant to this Section  9.2(a) 
to the Trustee, the Certificateholders, the Security Insurer and  each  
Rating  Agency.  Notwithstanding  the  foregoing, AmeriCredit  shall not 
merge or consolidate with  any  other Person  or permit any other Person to 
become a successor  to AmeriCredit's business, unless (x) immediately after  
giving effect  to  such transaction, no representation or  warranty made  
pursuant to Section 4.6 shall have been breached  (for purposes  hereof, such 
representations and warranties  shall speak   as  of  the  date  of  the  
consummation   of   such transaction)  and no event that, after notice  or  
lapse  of time, or both, would become an Insurance Agreement Event  of 
Default    shall   have   occurred   and   be    continuing, (y)  AmeriCredit 
shall have delivered to the  Trustee,  the Rating  Agencies  and  the  
Security  Insurer  an  Officer's Certificate and an Opinion of Counsel each 
stating that such 



consolidation,  merger or succession and such  agreement  of assumption  
comply  with this Section 9.2(a)  and  that  all conditions precedent, if 
any, provided for in this Agreement relating  to such transaction have been 
complied  with,  and (z)  AmeriCredit  shall have delivered to the  Trustee,  
the Rating  Agencies  and  the Security Insurer  an  Opinion  of Counsel, 
stating in the opinion of such counsel, either  (A) all  financing  
statements and continuation  statements  and amendments  thereto have been 
executed and  filed  that  are necessary to preserve and protect the interest 
of the  Trust in  the  Receivables  and the Other  Conveyed  Property  and 
reciting  the details of the filings or (B) no  such  action shall be 
necessary to preserve and protect such interest.

     (b)     Any corporation (i) into which the Backup Servicer may  be  
merged  or  consolidated, (ii) resulting  from  any merger  or consolidation 
to which the Backup Servicer  shall be  a party, (iii) which acquires by 
conveyance, transfer or lease   substantially  all  of  the  assets  of  the  
Backup Servicer,  or (iv) succeeding to the business of the  Backup Servicer, 
in  any of the foregoing cases shall  execute  an agreement of assumption to 
perform every obligation  of  the Backup  Servicer under this Agreement and,  
whether  or  not such   assumption  agreement  is  executed,  shall  be   the 
successor  to  the  Backup  Servicer  under  this  Agreement without  the 
execution or filing of any paper or any further act  on  the  part of any of 
the parties to this  Agreement, anything  in this Agreement to the contrary 
notwithstanding; provided,  however, that nothing contained herein  shall  be 
deemed to release the Backup Servicer from any obligation.

     IX.3.     Limitation on Liability of Servicer, Backup Servicer and 
Others.

     (a)     Neither AmeriCredit, the Backup Servicer nor any of  the  
directors  or officers or employees  or  agents  of AmeriCredit or Backup 
Servicer shall be under any  liability to  the  Trust or the 
Certificateholders, except as provided in  this  Agreement, for any action 
taken or for  refraining from  the  taking of any action pursuant to this  
Agreement; provided,  however, that this provision  shall  not  protect 
AmeriCredit, the Backup Servicer or any such person  against any liability 
that would otherwise be imposed by reason of a breach  of this Agreement or 
willful misfeasance, bad  faith or   negligence  (excluding  errors  in  
judgment)  in   the 



performance of duties; provided further that this  
provision shall not affect any liability to indemnify the Trustee  for costs, 
taxes,  expenses,  claims,  liabilities,  losses  or damages  paid  by  the 
Trustee, in its individual  capacity. AmeriCredit, the Backup Servicer and 
any director,  officer, employee or agent of AmeriCredit or Backup Servicer 
may rely in  good  faith on the written advice of counsel or  on  any 
document  of  any  kind  prima facie properly  executed  and submitted by any 
Person respecting any matters arising under this Agreement.

     (b)     The Backup Servicer shall not be liable for any obligation of 
the Servicer contained in this Agreement,  and the  Trustee,  the  Seller,  
the Security  Insurer  and  the Certificateholders  shall  look  only  to  
the  Servicer  to perform such obligations.

     (c)     The parties expressly acknowledge and consent to LaSalle  
National Bank acting in the possible dual  capacity of Backup Servicer or 
successor Servicer and in the capacity as  Trustee.   LaSalle  National  Bank 
may,  in  such  dual capacity,  discharge its separate functions  fully,  
without hinderance  or  regard  to conflict of interest  principles, duty  of 
loyalty  principles or other breach  of  fiduciary duties to the extent that 
any such conflict or breach arises from  the performance by LaSalle of 
express duties set forth in  the  this  Agreement in any of such capacities,  
all  of which  defenses,  claims or assertions are hereby  expressly waived  
by  the other parties hereto except in the  case  of gross  negligence and 
willful misconduct by LaSalle National Bank.

     IX.4.     Delegation of Duties.  The Servicer  may delegate  duties 
under this Agreement to  an  Affiliate  of AmeriCredit  with the prior 
written consent of the  Security Insurer  (unless an Insurer Default shall 
have occurred  and be  continuing), the Trustee and the Backup  Servicer.   
The Servicer   also  may  at  any  time  perform  through   sub-contractors  
the  specific duties  of  (i)  repossession  of Financed   Vehicles,   (ii)  
tracking   Financed   Vehicles' insurance  and  (iii) pursuing the collection 
of  deficiency balances  on  certain Defaulted Receivables, in  each  case, 
without  the consent of the Security Insurer and may perform other  specific  
duties  through  such  sub-contractors   in accordance with Servicer's 
customary servicing policies  and 



procedures, with the prior consent of the Security  Insurer; provided,   
however,  that  no  such  delegation   or   sub-contracting  duties  by  the  
Servicer  shall  relieve   the Servicer of its responsibility with respect to 
such  duties. So  long  as no Insurer Default shall have occurred  and  be 
continuing  neither  AmeriCredit  or  any  party  acting  as Servicer  
hereunder shall appoint any subservicer  hereunder without  the prior written 
consent of the Security  Insurer, the Trustee and the Backup Servicer.

     IX.5.     Servicer and Backup Servicer Not to Resign. Subject  to  
the  provisions of  Section  9.2,  neither  the Servicer  nor  the  Backup 
Servicer shall  resign  from  the obligations  and duties imposed on it by 
this  Agreement  as Servicer or Backup Servicer except upon a determination 
that by  reason of a change in legal requirements the performance of  its 
duties under this Agreement would cause it to be  in violation of such legal 
requirements in a manner which would have a material adverse effect on the 
Servicer or the Backup Servicer,  as the case may be, and the Security 
Insurer  (so long  as an Insurer Default shall not have occurred  and  be 
continuing) or a Certificate Majority (if an Insurer Default shall  have  
occurred and be continuing) does not  elect  to waive   the  obligations  of  
the  Servicer  or  the  Backup Servicer,  as  the case may be, to perform the 
duties  which render  it legally unable to act or to delegate those duties to 
another  Person.  Any such determination permitting  the resignation  of  
the Servicer or Backup  Servicer  shall  be evidenced  by an Opinion of 
Counsel to such effect delivered and  acceptable  to  the Trustee and  the  
Security  Insurer (unless  an  Insurer  Default shall  have  occurred  and  
be continuing).   No resignation of the Servicer  shall  become effective  
until, so long as no Insurer Default  shall  have occurred and be continuing 
the Backup Servicer or an  entity acceptable  to the Security Insurer shall 
have  assumed  the responsibilities and obligations of the Servicer or,  if  
an Insurer  Default shall have occurred and be continuing,  the Backup  
Servicer or a successor Servicer that is an Eligible Servicer   shall  have  
assumed  the  responsibilities   and obligations of the Servicer.  No 
resignation of  the  Backup Servicer shall become effective until, so long as 
no Insurer Default  shall  have occurred and be continuing,  an  entity 
acceptable  to the Security Insurer shall have  assumed  the responsibilities 
and obligations of the Backup Servicer  or, if  an Insurer Default shall have 
occurred and be continuing 



a Person that is an Eligible Servicer shall have assumed the responsibilities 
and  obligations of the  Backup  Servicer; provided,  however,  that in the 
event  a  successor  Backup Servicer  is not appointed within 60 days after  
the  Backup Servicer  has  given  notice  of  its  resignation  and  has 
provided  the  Opinion of Counsel required by  this  Section 9.5,  the  
Backup  Servicer may petition  a  court  for  its removal.

X     SERVICER TERMINATION EVENTS

     X.1.    Servicer Termination Event.  For purposes of this 
Agreement,   each  of  the  following  shall  constitute   a "Servicer 
Termination Event":

     (a)     Any failure by the Servicer to deliver to the Trustee  for 
distribution to Certificateholders any proceeds or  payment required to be so 
delivered under the  terms  of this Agreement that continues unremedied for a 
period of two Business  Days (one Business Day with respect to payment  of 
Purchase  Amounts) after written notice is received  by  the Servicer  from  
the  Trustee or (unless an  Insurer  Default shall  have occurred and be 
continuing) the Security Insurer or  after discovery of such failure by a 
Responsible Officer of the Servicer;

     (b)     Failure by the Servicer to deliver to the Trustee and  (so  
long as an Insurer Default shall not have occurred and  be  continuing)  the  
Security Insurer  the  Servicer's Certificate  by  the  fourth  Business  Day 
prior  to   the Distribution Date, or failure on the part of the Servicer to 
observe  its covenants and agreements set forth  in  Section 9.2(a);

     (c)     Failure on the part of the Servicer duly  to observe or 
perform any other covenants or agreements of  the Servicer  set  forth in 
this Agreement,  which  failure  (i) materially   and   adversely   affects   
the    rights    of Certificateholders  (determined  without   regard   to   
the availability of funds under the Policy), or of the  Security Insurer  
(unless an Insurer Default shall have occurred  and be  continuing), and (ii) 
continues unremedied for a  period of  30 days after knowledge thereof by the 
Servicer or after the  date on which written notice of such failure, 
requiring 



the  same  to  be  remedied, shall have been  given  to  the Servicer by the 
Trustee or the Security Insurer (or,  if  an Insurer  Default shall have 
occurred and be  continuing  any Certificateholder);

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

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

     (f)     Any representation, warranty or statement of the Servicer  
made in this Agreement or any certificate,  report or other writing delivered 
pursuant hereto shall prove to be incorrect  in any material respect as of 
the time  when  the same   shall   have  been  made  (excluding,  however,   
any representation or warranty set forth in Section 3.4(a)), and the  
incorrectness  of  such  representation,  warranty   or statement has a 
material adverse effect on the Trust or  the Certificateholders  and,  within 
30  days  after  knowledge thereof  by  the  Servicer or after written  
notice  thereof 



shall have been given to the Servicer by the Trustee or  the Security  
Insurer  (or,  if an Insurer  Default  shall  have occurred  and  be  
continuing,  a  Certificateholder),   the circumstances  or  condition  in  
respect  of   which   such representation,  warranty or statement was  
incorrect  shall not have been eliminated or otherwise cured; or

     (g)     So long as an Insurer Default shall not have occurred  and be 
continuing, the Security Insurer shall  not have  delivered  a  Servicer 
Extension  Notice  pursuant  to Section 4.14; or

     (h)     So long as an Insurer Default shall not have occurred and be 
continuing, an Insurance Agreement Event  of Default or under any other 
Insurance and Indemnity Agreement relating to any Series an Event of Default 
thereunder  shall have occurred; or

     (i)     A claim is made under the Policy.

     X.2.     Consequences of a Servicer Termination Event.  If a  Servicer 
Termination Event shall occur and be continuing, the  Security Insurer (or, 
if an Insurer Default shall  have occurred  and  be  continuing either the  
Trustee,  (to  the extent it has knowledge thereof) a Certificate Majority), 
by notice  given in writing to the Servicer (and to the Trustee if  given by 
the Security Insurer or the Certificateholders) or  by non-extension of the 
term of the Servicer as referred to  in  Section  4.14 may terminate all of  
the  rights  and obligations  of  the Servicer under this Agreement.   On  or 
after the receipt by the Servicer of such written notice  or upon termination 
of the term of the Servicer, all authority, power,  obligations  and 
responsibilities  of  the  Servicer under   this   Agreement,  whether  with  
respect   to   the Certificates  or the Other Conveyed Property  or  
otherwise, automatically  shall  pass  to,  be  vested  in  and  become 
obligations and responsibilities of the Backup Servicer  (or such  other  
successor Servicer appointed by the Controlling Party); provided, however, 
that the successor Servicer shall have  no liability with respect to any 
obligation which  was required to be performed by the terminated Servicer 
prior to the date that the successor Servicer becomes the Servicer or any  
claim  of a third party based on any alleged action  or inaction of the 
terminated Servicer.  The successor Servicer is authorized and empowered by 
this Agreement to execute and 



deliver,  on behalf of the terminated Servicer, as attorney-in-fact  or  
otherwise,  any and  all  documents  and  other instruments and to do or 
accomplish all other acts or things necessary  or  appropriate to effect the  
purposes  of  such notice of termination, whether to complete the transfer  
and endorsement  of  the  Receivables  and  the  Other  Conveyed Property  
and  related  documents  to  show  the  Trust   as lienholder   or   secured  
party   on   the   related   Lien Certificates, or otherwise.  The terminated 
Servicer  agrees to  cooperate  with the successor Servicer in effecting  the 
termination  of  the  responsibilities  and  rights  of  the terminated 
Servicer under this Agreement, including, without limitation,  the  transfer  
to the  successor  Servicer  for administration by it of all cash amounts 
that shall  at  the time be held by the terminated Servicer for deposit, or 
have been deposited by the terminated Servicer, in the Collection Account   
or  thereafter  received  with  respect   to   the Receivables  and the 
delivery to the successor  Servicer  of all Receivable Files, Monthly Records 
and Collection Records and  a  computer tape in readable form as of the most 
recent Business Day containing all information necessary to  enable the  
successor Servicer or a successor Servicer  to  service the  Receivables  and 
the  Other  Conveyed  Property.    If requested  by the Controlling Party, 
the successor  Servicer shall  terminate  the  Lockbox  Agreement  and  
direct   the Obligors to make all payments under the Receivables directly to  
the  successor  Servicer (in which event  the  successor Servicer  shall  
process such payments  in  accordance  with Section  4.2(e)),  or  to  a  
lockbox  established  by   the successor  Servicer  at  the direction  of  
the  Controlling Party,  at the successor Servicer's expense.  The terminated 
Servicer shall grant the Trustee, the successor Servicer and the  Controlling 
Party reasonable access to  the  terminated Servicer's premises at the 
terminated Servicer's expense.

     X.3.     Appointment of Successor.

     (a)     On and after the time the Servicer receives a notice  of  
termination pursuant to Section 10.2, upon  non-extension  of the servicing 
term as referred to  in  Section 4.14,  or  upon the resignation of the 
Servicer pursuant  to Section  9.5,  the  Backup  Servicer  (unless  the  
Security Insurer  shall have exercised its option pursuant to Section 10.3(b) 
to appoint an alternate successor Servicer) shall be the  successor  in  all  
respects to  the  Servicer  in  its 



capacity   as   servicer  under  this  Agreement   and   the transactions  
set forth or provided for in  this  Agreement, and  shall  be  subject to all 
the rights, responsibilities, restrictions, duties, liabilities and 
termination provisions relating  thereto placed on the Servicer by  the  
terms  and provisions  of  this  Agreement except as  otherwise  stated 
herein.   The  Trustee and such successor  shall  take  such action,   
consistent  with  this  Agreement,  as shall   be necessary to effectuate any 
such succession.  If a successor Servicer  is  acting  as  Servicer 
hereunder,  it  shall  be subject  to term-to-term servicing as referred to 
in Section 4.14  and  to  termination  under  Section  10.2  upon   the 
occurrence  of any Servicer Termination Event applicable  to it as Servicer.

     (b)     The Controlling Party may exercise at any time its right  to 
appoint as Backup Servicer or as successor to  the Servicer  a Person other 
than the Person serving  as  Backup Servicer  at the time, and (without 
limiting its obligations under  the Policies) shall have no liability to the 
Trustee, AmeriCredit, the Seller, the Person then serving  as  Backup 
Servicer, any Certificateholders or any other Person  if  it does  so.  
Notwithstanding the above, if the Backup Servicer shall be legally unable or 
unwilling to act as Servicer, and an  Insurer  Default shall have occurred 
and be  continuing, the  Backup Servicer, the Trustee or a Certificate  
Majority may  petition a court of competent jurisdiction  to  appoint any  
Eligible  Servicer as the successor  to  the  Servicer. Pending appointment 
pursuant to the preceding sentence,  the Backup Servicer shall act as 
successor Servicer unless it is legally  unable  to  do  so,  in which  event 
the  outgoing Servicer shall continue to act as Servicer until a successor 
has  been appointed and accepted such appointment.   Subject to  Section  
9.5,  no provision of this Agreement  shall  be construed as relieving the 
Backup Servicer of its obligation to succeed as successor Servicer upon the 
termination of the Servicer  pursuant to Section 10.2, the resignation  of  
the Servicer pursuant to Section 9.5 or the non-extension of the servicing  
term of the Servicer, as referred to  in  Section 4.14.   If upon the 
termination of the Servicer pursuant  to Section 10.2 or the resignation of 
the Servicer pursuant  to Section  9.5,  the  Controlling Party appoints  a  
successor Servicer other than the Backup Servicer, the Backup Servicer shall  
not  be  relieved of its duties  as  Backup  Servicer hereunder.



     (c)     Any successor Servicer shall be entitled to such compensation 
(whether payable out of the Collection  Account or  otherwise) as the 
Servicer would have been  entitled  to under  this  Agreement if the Servicer 
had not  resigned  or been  terminated  hereunder.  If any successor  
Servicer  is appointed  as a result of the Backup Servicer's refusal  (in 
breach  of  the terms of this Agreement) to act as  Servicer although  it is 
legally able to do so, the Security  Insurer and   such   successor  Servicer 
may  agree  on  reasonable additional  compensation  to  be  paid  to  such  
successor Servicer   by   the   Backup  Servicer,   which   additional 
compensation shall be paid by such breaching Backup Servicer in  its 
individual capacity and solely out of its own funds. If  any successor 
Servicer is appointed for any reason other than  the  Backup  Servicer's 
refusal  to  act  as  Servicer although  legally  able to do so, the Security 
Insurer  and such successor Servicer may agree on additional compensation to 
be  paid  to  such successor Servicer, which  additional compensation  shall 
be payable as provided  in  the  Spread Account Agreement and shall in no 
event exceed $150,000.  In addition,  any  successor Servicer  shall  be  
entitled,  as provided  in  the  Spread Account Agreement,  to  reasonable 
transition   expenses  incurred  in  acting   as   successor Servicer.

     X.4.     Notification to Certificateholders.  Upon any termination  of, 
or  appointment of  a  successor  to,  the Servicer  pursuant to this 
Article X, the Trust  shall  give prompt  written notice thereof to each 
Rating Agency to  the Certificateholders  at their respective addresses  
appearing in the Certificate Register.

     X.5.     Waiver of Past Defaults.  The Security Insurer or (if   an   
Insurer  Default  shall  have  occurred  and   be continuing)  a  Certificate 
Majority may, on behalf  of  all Holders  of Certificates, waive any default 
by the  Servicer in  the  performance of its obligations  hereunder  and  its 
consequences.  Upon any such waiver of a past default,  such default  shall 
cease to exist, and any Servicer  Termination Event  arising  therefrom  
shall  be  deemed  to  have  been remedied  for  every  purpose of this  
Agreement.   No  such waiver  shall extend to any subsequent or other  
default  or impair any right consequent thereon.



XI     THE TRUSTEE

     XI.1.     Duties of Trustee.  (a)  Subject to paragraph (c)  of  
this Section 11.1, the Trustee, both prior  to  and after  the  occurrence  
of  a  Servicer  Termination  Event, undertakes to perform as Trustee such 
duties and  only  such duties as are specifically set forth in this Agreement.

     (a)    The Trustee, upon receipt of any resolutions, certificates,  
statements,  opinions,  reports,   documents, orders  or  other instruments 
furnished to the Trustee  that are  specifically required to be furnished 
pursuant  to  any provisions  of  this  Agreement,  shall  examine   them   
to determine  whether  they  conform  on  their  face  to   the requirements 
of this Agreement.

     (b)    No provision of this Agreement shall be construed to relieve 
the  Trustee from liability for its  own  negligent action, its own 
negligent failure to act (other than  errors in  judgment)  or its own bad 
faith or willful  misfeasance; provided however, that:

          (i)    the duties and obligations of the Trustee shall be
     determined  solely  by the express provisions  of  this
     Agreement, the Trustee shall not be liable except for the
     performance  of  such  duties and  obligations  as  are
     specifically  set forth in this Agreement,  no  implied
     covenants or obligations shall be read into this Agreement
     against the Trustee and, in the absence of bad faith on the
     part of the Trustee, the Trustee may conclusively rely, as
     to the truth of the statements and the correctness of the
     opinions  expressed therein, upon any  certificates  or
     opinions furnished to the Trustee and conforming to the
     requirements of this Agreement;

          (ii)   the Trustee shall not be liable for an error of
     judgment made in good faith by a Responsible Officer of the
     Trustee, unless it shall be proven that the Trustee was
     negligent in performing its duties in accordance with the
     terms of this Agreement;

          (iii)     the Trustee shall not be liable for any action
     taken, suffered or omitted to be taken by it in good faith
     and reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this



     Agreement; and

          (iv)   the Trustee shall not be liable for any action it
     takes or omits to take in good faith at the direction of the
     Security Insurer (or, after an Insurer Default shall have
     occurred and be continuing, a Certificate Majority).

     (c)    Notwithstanding any other provision of this Agreement,  the 
Trustee shall not be required to  expend  or risk its own funds or otherwise 
incur financial liability in the  performance of any of its duties under this 
Agreement, or  in the exercise of any of its rights or powers, if there is  
reasonable  ground for believing that the  repayment  of such  funds  or  
adequate indemnity  against  such  risk  or liability is not reasonably 
assured to it, and none  of  the provisions  contained in this Agreement 
shall in  any  event require  the Trustee to perform, or be responsible  for  
the manner  of  performance of, any of the  obligations  of  the Servicer  
under this Agreement except during such  time,  if any,  as the Backup 
Servicer shall be the successor to,  and be vested with the rights, duties, 
powers and privileges of, the Servicer in accordance with the terms of this 
Agreement.

     (d)    The Trustee shall not be charged with knowledge of any  
failure  by the Servicer to comply with the obligations of  the  Servicer 
referred to in this Agreement, or  of  any failure by the Seller to comply 
with the obligations of  the Seller  referred  to  in this Agreement,  unless 
a  Trustee officer  obtains actual knowledge of such failure (it  being 
understood   that   knowledge  of  the   Servicer   is   not attributable to 
the Trustee) or the Trustee receives written notice  of such failure from the 
Servicer or the Seller,  as the  case may be, or the Security Insurer (or, if 
an Insurer Default  shall have occurred and be continuing) the  Holders of  
Certificates evidencing not less than 25% of the sum  of the  Class A 
Certificate Balance and the Class B Certificate Balance,  or,  if  there are 
no Class  A  Certificates  then outstanding,  by Holders of Class B 
Certificates  evidencing not less than 25% of the Class B Certificate Balance;

     (e)    Except for actions expressly authorized by this Agreement,  
the  Trustee  shall take  no  action  reasonably likely  to impair the 
security interests created or existing under  any  Receivable or Financed 
Vehicle or to impair  the value of any Receivable or Financed Vehicle; and



     (f)    Without limiting the generality of this Section 11.1, the  
Trustee, in its capacity as Trustee, shall have no duty (i)  to  see to any 
recording, filing or depositing of  this Pooling and Servicing Agreement or 
any agreement referred to herein  or  any  financing statement evidencing  a  
security interest  in  the  Financed  Vehicles,  or  to  see  to  the 
maintenance of any such recording or filing or depositing or to  any  
recording, refiling or redepositing of any thereof, (ii)  to  see  to any 
insurance of the Financed Vehicles  or Obligors or to effect or maintain any 
such insurance,  (iii) to see to the payment or discharge of any tax, 
assessment or other governmental charge or any Lien or encumbrance of  any 
kind  owing with respect to, assessed or levied against  any part of the 
Trust, (iv) to confirm or verify the contents of any   reports  or  
certificates  delivered  to  the  Trustee pursuant to this Pooling and 
Servicing Agreement believed by the  Trustee  to  be  genuine and to  have  
been  signed  or presented by the proper party or parties, or (v) to  inspect 
the Financed Vehicles at any time or ascertain or inquire as to  the 
performance or observance of any of the Seller's  or the  Servicer's 
representations, warranties or covenants  or the  Servicer's  duties and 
obligations as Servicer  and  as custodian  of  the  Receivable  Files  under 
the  Custodian Agreement.

     XI.2.     Trustee's Assignment of Administrative Receivables and 
Warranty Receivables.  With respect  to  all Administrative  Receivables  and 
all  Warranty  Receivables purchased  by the Servicer or the Seller, the 
Trustee  shall take  any and all actions reasonably requested by the Seller 
or  the  Servicer,  at  the  expense  of  the  Person  whose obligation  was 
to repurchase the Administrative  Receivable or  the  Warranty  Receivable, 
to assign, without  recourse, representation or warranty, to the Seller or  
the  Servicer, as  applicable, including, without limitation, all the items 
conveyed  to  the  Trustee pursuant to Section  3.1(a)  with respect  to  
such  Purchased  Receivable,  all  monies   due thereon,  the  security 
interests in  the  related  Financed Vehicles,  proceeds  from any Insurance  
Policies,  proceeds from  recourse against Dealers on such Receivables  and  
the interests  of  the Trust in certain rebates of premiums  and other  
amounts  relating to the Insurance Policies  and  any 



documents  relating  thereto,  such  assignment   being   an assignment 
outright and not for security; and the Seller  or the  Servicer,  as  
applicable,  shall  thereupon  own  such Receivable, and all such security 
and documents, free of any further  obligation to the Trustee or the 
Certificateholders with respect thereto.  Each of the Servicer, the Trustee 
and the  Seller  shall  cooperate with respect  to  the  orderly transfer  of 
the  servicing to  the  party  purchasing  the Administrative  Receivable  
hereunder,  and  each   of   the Servicer,  the  Trustee and the Seller shall 
cooperate  with such party to ensure that the purchasing party is subrogated 
to  the  rights  of each such Person with  respect  to  such Receivable.

     XI.3.     Certain Matters Affecting the Trustee.  Except as 
otherwise provided in Section 11.1(c):

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

          (b)    the Trustee may consult with counsel and any Opinion
     of Counsel shall be full and complete authorization and
     protection in respect of any action taken or suffered or
     omitted by it under this Agreement in good faith and in
     accordance with such Opinion of Counsel;

          (c)    the Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement,
     or to institute, conduct or defend any litigation under this
     Agreement or in relation to this Agreement, at the request,
     order or direction of any of the Certificateholders or the
     Security  Insurer, pursuant to the provisions  of  this
     Agreement, unless such Certificateholders or the Security
     Insurer  shall  have offered to the Trustee  reasonable
     security  or indemnity against the costs, expenses  and
     liabilities  that may be incurred therein  or  thereby;
     provided  however,  that the Trustee  shall,  upon  the
     occurrence of a Servicer Termination Event (that has not



     been cured), exercise the rights and powers vested in it by
     this Agreement with reasonable care and skill;

          (d)     the Trustee shall not be bound to make any
     investigation into the facts of matters stated  in  any
     resolution, certificate, statement, instrument, opinion,
     report, notice, request, consent, order, approval, bond or
     other paper or document, unless requested in writing to do
     so by the Security Insurer or by Holders of Certificates
     evidencing not less than 25% of the sum of the Class  A
     Certificate Balance and the Class B Certificate Balance, or,
     if there are no Class A Certificates then outstanding, by
     Holders of Class B Certificates evidencing not less than 25%
     of the Class B Certificate Balance; provided however, that
     if the payment within a reasonable time to the Trustee of
     the costs, expenses or liabilities likely to be incurred by
     it in the making of such investigation is, in the opinion of
     the Trustee, not reasonably assured to the Trustee by the
     security afforded to it by the terms of this Agreement, the
     Trustee may require reasonable indemnity against such cost,
     expense or liability as a condition to so proceeding; the
     reasonable expense of every such examination shall be paid
     by  the  Person making such request or, if paid by  the
     Trustee, shall be reimbursed by the Person making  such
     request upon demand;

          (e)    The Trustee may execute any of the trusts or powers
     under  this Agreement or perform any duties under  this
     Agreement  ether  directly or by or through  agents  or
     attorneys  or  custodians.  The Trustee  shall  not  be
     responsible for any misconduct or negligence on the part of
     any  agent or attorney appointed with due care  by  the
     Trustee.  The Trustee shall not be responsible for  any
     misconduct  or negligence attributable to the  acts  or
     omissions of the Servicer;

          (f)    The Trustee may rely, as to factual matters relating
     to the Seller or the Servicer, on an Officer's Certificate
     of  a  Responsible Officer of the Seller  or  Servicer,
     respectively; and

          (g)    The Trustee shall not be required to take any action
     or refrain from taking any action under this Agreement, or



     any  Related Document referred to herein, nor shall any
     provision of this Agreement, or any such Related Document be
     deemed to impose a duty on the Trustee to take action, if
     the Trustee shall have been advised by counsel that such
     action is contrary to the terms of this Agreement, or any
     Related Document or is contrary to law.

     XI.4.     Trustee Not Liable for Certificates or Receivables.  
The Trustee makes no representations as to the validity  or  sufficiency  of  
this  Agreement  or  of   the Certificates  (other than the execution of the 
Certificates) or  of  any  Receivable or Related Document, except  to  the 
extent  otherwise  expressly provided herein.   The  Trustee shall at no time 
(except during such time, if any, as it  is acting  as  successor Servicer) 
have any  responsibility  or liability for or with respect to the legality, 
validity  and enforceability  of  any security interest  in  any  Financed 
Vehicle or any Receivable, or the perfection and priority of such  a  
security interest or the maintenance  of  any  such perfection  and  
priority, or for or  with  respect  to  the efficiency  of  the  Trust or its 
ability  to  generate  the payments to be distributed to Certificateholders 
under  this Agreement,  including,  without limitation,  the  existence, 
condition,  location and ownership of any Financed  Vehicle; the  existence 
and enforceability of any insurance  thereon; the  existence  of any 
Receivable or any computer  or  other record thereof (it being understood 
that the Trustee has not reviewed  and  does not intend to review such  
matters,  the sole  responsibility  for such review being  vested  in  the 
Seller and the Servicer as applicable); the completeness  of any   
Receivable;  the  receipt  by  the  Servicer  of   any Receivable;   the   
performance  or   enforcement   of   any Receivable;  the compliance by the 
Seller and  the  Servicer with  any  covenant  or the breach by  the  Seller  
and  the Servicer  of any warranty or representation made under  this 
Agreement or in any Related Document and the accuracy of any such  warranty  
or  representation prior  to  the  Trustee's receipt  of  notice or other 
discovery of any  noncompliance therewith or any breach thereof, any 
investment of monies by or  at  the  direction of the Servicer or any loss 
resulting therefrom  (it being understood, however, that  the  Trustee shall 
remain responsible for any Trust Property that it  may hold  directly);  the 
acts or omissions of the  Seller,  the 



Servicer or any Obligor; any action of the Servicer taken in the   name   of  
the  Trustee;  the  accuracy,  content   or completeness  of any offering 
documents used  in  connection with  the  sale  of the Certificates or any  
action  by  the Trustee  taken  at  the  instruction of  the  Servicer,  the 
Seller,  the  Security  Insurer  or  the  Certificateholders holding  the 
requisite percentage of Certificates;  provided however, that the foregoing 
shall not relieve the Trustee of its  obligation to perform its duties under 
this  Agreement, whether as Trustee or as Backup Servicer.  The Trustee shall 
not  be accountable for the use or application by the Seller of  any  of  the 
Certificates or of the  proceeds  of  such Certificates,  or for the use or 
application  of  any  funds paid to the Servicer in respect of the 
Receivables prior  to the time such funds are deposited in the Collection 
Account.

     XI.5.     Trustee May Own Certificates.  The Trustee in its 
individual or any other capacity may become the owner or pledgee  of  
Certificates with the same rights as  it  would have if it were not Trustee 
and may deal with the Seller and the Servicer in banking transactions with 
the same rights as it would have if it were not Trustee.

     XI.6.     Trustee's Fees and Expenses; Indemnification. The  
Servicer in a separate agreement (the "Fee Letter") has covenanted and agreed 
to pay to the Trustee, and the Trustee shall  be  entitled  to, certain 
annual  fees  (the  "Annual Trustee's Fee") (which shall not be limited by 
any provision of  law  in  regard to the compensation of a trustee  of  an 
express  trust)  for  all services,  including  services  as Backup  
Servicer,  rendered by it in the  execution  of  the trusts  created  by this 
Agreement and in the  exercise  and performance  of  any  of the powers and  
duties  under  this Agreement  of  the Trustee.  To the extent  not  covered  
by Article  IX,  the  Seller and the Servicer shall  indemnify, defend,  and  
hold  harmless  the  Trustee  and  the  Backup Servicer  from  and  against 
all  costs,  expenses,  losses, claims,  damages and liabilities arising out 
of or  incurred in  connection with the acceptance of the performance of the 
trusts and duties contained in this Agreement, except to the extent  that  
such  cost, expense, loss,  claim,  damage  or liability  is  due  to  the 
bad faith  or  gross  negligence (except for errors in judgment) of the 
Trustee or the Backup 





Servicer, respectively.  In addition, the Servicer in Section 9.1 has agreed 
to indemnify the Trustee with respect to certain matters, and the 
Certificateholders in their individual capacity under Section 11.3(c) or (d) 
may agree to indemnify the Trustee under certain circumstances.  The 
provisions of this Section 11.6 shall (i) not be in limitation of the Fee 
Letter entered into in connection with this Agreement between the Servicer 
and the Trustee (ii) shall not terminate or be deemed released upon the 
resignation or termination of AmeriCredit as the Servicer and (iii) shall 
survive any termination of this Agreement.

     XI.7.   Eligibility Requirements for Trustee.  The Trustee under this 
Agreement shall at all times be a corporation duly organized and validly 
existing under the laws of its jurisdiction of incorporation authorized under 
such laws to exercise corporate trust powers, having a combined capital and 
surplus of at least $50,000,000 and subject to supervision or examination by 
federal or state authority, satisfactory to AmeriCredit and (so long as an 
Insurer Default shall not have occurred and be continuing) satisfactory to 
the Security Insurer, and (if Moody's then has a rating outstanding on the 
Certificates) with a long-term debt rating from Moody's of "Baa3" or higher 
or otherwise acceptable to Moody's.  If such corporation publishes reports of 
condition at least annually, pursuant to law or to the requirements of the 
aforesaid supervising or examining authority, then for the purpose of this 
Section 11.7, the combined capital and surplus of such corporation shall be 
deemed to be its combined capital and surplus as set forth in its most recent 
report of condition so published.  In case at any time the Trustee shall cease 
to be eligible in accordance with the provisions of this Section 11.7, the 
Trustee shall resign immediately in the manner and with the effect specified 
in Section 11.8.

     XI.8.   Resignation or Removal of Trustee.  (a) Subject to the 
provisions of subsection (c) of this Section 11.8, the Trustee may at any 
time resign and be discharged from the trusts created by this Agreement by 
giving written notice thereof to the Servicer.  Upon receiving such notice of 
resignation, the Servicer, with the consent of  the Security Insurer (unless 
an Insurer Default shall have 


                                      95



occurred and be continuing), shall promptly appoint a successor Trustee by 
written instrument, in duplicate, one copy of which instrument shall be 
delivered to the resigning Trustee and one copy to the successor Trustee.  If 
no successor Trustee shall have been so appointed and have accepted 
appointment within 30 days after the giving of such notice of resignation, 
the resigning Trustee may petition any court of competent jurisdiction for 
the appointment of a successor Trustee.

     (a) If at any time the Trustee shall cease to be eligible in accordance 
with the provisions of this Section 11.8 and shall fail to resign after 
written request therefor by the Servicer, or if at any time the Trustee shall 
be legally unable to act, or shall be adjudged a bankrupt or insolvent or a 
receiver of the Trustee or of its property shall be appointed or any public 
officer shall take charge or control of the Trustee or of its property or 
affairs for the purpose of rehabilitation, conservation or liquidation, then 
the Servicer or (so long as an Insurer Default shall not have occurred and be 
continuing) the Security Insurer shall remove the Trustee.  If the Trustee is 
removed under the authority of the immediately preceding sentence, the 
Servicer or the Security Insurer, as the case may be, shall promptly appoint 
a successor Trustee by written instrument, in duplicate, one copy of which 
instrument shall be delivered to the Trustee so removed and one copy to the 
successor trustee.  The Servicer shall also pay all fees due and owing to the 
outgoing Trustee.  Any successor trustee shall (so long as an Insurer Default 
shall not have occurred and be continuing) be acceptable to the Security 
Insurer.

     (b) Any resignation or removal of the Trustee and appointment of a 
successor Trustee pursuant to any of the provisions of this Section 11.8 
shall not become effective until acceptance of appointment by the successor 
Trustee as provided in Section 11.9.

     (c) If the Trustee and the Backup Servicer shall be the same Person and 
the rights and obligations of the Backup Servicer shall have been terminated 
pursuant to Section 10.2, then the Security Insurer (or, if an Insurer 
Default shall have occurred and be continuing, a Certificate 


                                      96



Majority) shall have the option, by 60 days' prior notice in writing to the 
Seller, the Servicer and the Trustee, to remove the Trustee, and the Security 
Insurer shall not have any liability to the Trustee, AmeriCredit, the Seller, 
the Servicer or any Certificateholder in connection with such removal.

     XI.9.   Successor Trustee.  (a) Any successor Trustee appointed as 
provided in Section 11.8 shall execute, acknowledge and  deliver to the 
Servicer and the Security Insurer, and to its predecessor Trustee an 
instrument accepting such appointment under this Agreement, and thereupon the 
resignation or removal of the predecessor Trustee shall become effective and 
such successor trustee, without any further act, deed or conveyance (except 
as provided below), shall become fully vested with all the rights, powers, 
duties and obligations of its predecessor under this Agreement, with like 
effect as if originally named as Trustee; but, on request of the Servicer and 
the Security Insurer, or the successor trustee, such predecessor Trustee 
shall, upon payment of its charges then unpaid, execute and deliver an 
instrument transferring to such successor trustee all of the rights, powers 
and trusts of the Trustee so ceasing to act, and shall duly assign, transfer 
and deliver to such successor trustee all property and money held by such 
trustee so ceasing to act hereunder.  Upon request of any such successor 
trustee, the Seller, on behalf of the Trust, shall execute any and all 
instruments for more fully and certainly vesting in and confirming to such 
successor trustee all such rights, powers and trusts.  The predecessor 
Trustee shall deliver to the successor Trustee all documents and statements 
held by it under this Agreement or any Related Document; and the predecessor 
Trustee and the other parties to the Related Documents shall amend any 
Related Document to make the successor Trustee the successor to the 
predecessor Trustee thereunder; and the Servicer and the predecessor Trustee 
shall execute and deliver such instruments and do such other things as may 
reasonably be required for fully and certainly vesting and confirming in the 
successor Trustee all such rights, powers, duties and obligations.  No 
successor Trustee shall accept appointment as provided in this Section 11.9 
unless at the time of such acceptance such successor Trustee shall be 


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eligible under the provisions of Section 11.7.  Upon acceptance of 
appointment by a successor Trustee as provided in this Section 11.9, the 
Seller shall mail notice by first-class mail of the successor of such Trustee 
and the address of the successor Trustee's corporate trust office under this 
Agreement to each Rating Agency, the Security Insurer and all Holders of 
Certificates at their addresses as shown in the Certificate Register.  If the 
Seller fails to mail such notice within 10 days after acceptance of 
appointment by the successor Trustee, the successor Trustee shall cause such 
notice to be mailed at the expense of the Seller.

     XI.10.   Merger or Consolidation of Trustee.  Any corporation into which 
the Trustee may be merged or with which it may be consolidated, or any 
corporation resulting from any merger or consolidation to which the Trustee 
shall be a party, or any corporation succeeding to the business of the 
Trustee, shall be the successor of the Trustee under this Agreement, provided 
such corporation shall be eligible under the provisions of Section 11.7, 
without the execution or filing of any instrument or any further act on the 
part of any of the parties to this Agreement, anything in this Agreement to 
the contrary notwithstanding.  The Trustee or its successor hereunder shall 
provide the Servicer and the Security Insurer with prompt notice of any such 
transaction.

     XI.11.   Appointment of Co-Trustee or Separate Trustee.  (a) 
Notwithstanding any other provisions of this Agreement, at any time, for the 
purpose of meeting any legal requirements of any jurisdiction in which any 
part of the Trust Property or any Financed Vehicle may at the time be 
located, the Trustee, with the consent of the Servicer and (so long as an 
Insurer Default shall not have occurred and be continuing) the Security 
Insurer, shall have the power and may execute and deliver all instruments to 
appoint one or more Persons approved by the Trustee to act as co-trustee or 
co-trustees, jointly with the Trustee, or separate trustee or separate 
trustees, of all or any part of the Trust Property, and to vest in such 
Person or Persons, in such capacity and for the benefit of the 
Certificateholders, such title to the Trust Property, or any part thereof, 
and, subject to the other provisions of this Section 11.11, such powers, 
duties, obligations, rights and trusts as the 


                                      98



Servicer, the Trustee and (so long as an Insurer Default shall not have 
occurred and be continuing) the Security Insurer may consider necessary or 
desirable.  If the Servicer shall not have consented to such appointment 
within 15 days after the receipt by it of a request to do so, or if a 
Servicer Termination Event shall have occurred and be continuing, the consent 
of the Servicer shall not be required.  No co-Trustee or separate Trustee 
under this Agreement shall be required to meet the terms of eligibility as a 
successor trustee under Section 11.7 and no notice to Certificateholders of 
the appointment of any co-trustee or separate trustee shall be required under 
Section 11.9.  Every separate trustee and co-trustee shall, to the extent 
permitted by law, be appointed and act subject to the following provisions 
and conditions:

       (i) All rights, powers, duties and obligations conferred
    or imposed upon the Trustee shall be conferred or imposed
    upon and exercised or performed by the Trustee and such
    separate trustee or cotrustee jointly (it being understood
    that such separate trustee or cotrustee is not authorized to
    act separately without the Trustee joining in such act),
    except to the extent that under any law of any jurisdiction
    in which any particular act or acts are to be performed by
    the Trustee, the Trustee shall be incompetent or unqualified
    to perform such act or acts, in which event such rights,
    powers, duties and obligations (including the holding of
    title to the Trust Property or any portion thereof in any
    such jurisdiction) shall be exercised and performed singly
    by such separate trustee or co-trustee, but solely at the
    direction of the Trustee;
  
     (ii) No trustee under this Agreement shall be personally
    liable by reason of any act or omission of any other trustee
    under this Agreement; and
  
     (iii)  The Servicer, the Trustee and provided no
    Insurer Default shall have occurred and be continuing, the
    Security Insurer acting jointly may at any time accept the
    resignation of or remove any separate trustee or co-trustee.

     (b) Any notice, request or other writing given to the Trustee shall be 
deemed to have been given to each of the


                                      99



then separate trustees and co-trustees, as effectively as if given to each of
them.  Every instrument appointing any separate trustee or co-trustee shall 
refer to this Agreement and the conditions of this Article XI.  Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be 
vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, 
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee.  Every such instrument shall be 
filed with the Trustee and a copy thereof given to the Servicer.

     (c) Any separate trustee or co-trustee may at any time constitute the 
Trustee, its agent or attorney-in-fact, with full power and authority, to the 
extent not prohibited by law, to do any lawful act under or in respect of 
this Agreement on its behalf and in its name.  If any separate trustee or 
co-trustee shall die, become incapable of acting, resign or be removed, all 
of its estates, properties, rights, remedies and trusts shall vest in and be 
exercised by the Trustee, to the extent permitted by law, without the 
appointment of a new or successor trustee.

     XI.12.   Representations and Warranties of Trustee.  Each of the Trustee 
and Backup Servicer represents and warrants as of the date of this Agreement 
that:

       (a) it is either (i) a banking corporation duly
    organized, validly existing and in good standing under the
    laws of the state of its incorporation or (ii) a national
    banking association duly organized, validly existing and in
    good standing under the laws of the United States of
    America;
  
       (b) it has full power, authority and legal right to
    execute, deliver and perform this Agreement, and has taken
    all necessary action to authorize the execution, delivery
    and performance by it of this Agreement;
  
       (c) the execution, delivery and performance by it of this


                                     100



    Agreement (a) do not violate any provision of any law or
    regulation governing the banking and trust powers of it or
    any order, writ, judgment, or decree of any court,
    arbitrator, or governmental authority applicable to it or
    any of its assets, (b) do not violate any provision of its
    corporate charter or by-laws, or (c) to the best of its
    knowledge do not violate any provision of, or constitute,
    with or without notice or lapse of time, a default under, or
    result in the creation or imposition of any lien on any of
    the Trust Property pursuant to the provisions of any
    mortgage, indenture, contract, agreement or other
    undertaking other than this Agreement to which it is a
    party;

       (d) the execution, delivery and performance by it of this
    Agreement do not require the authorization, consent or
    approval of, the giving of notice to, the filing or
    registration with, or the taking of any other action in
    respect of, any governmental authority or agency regulating
    its banking and corporate trust activities; and

      (e) this Agreement has been duly executed and delivered
    by it and constitutes the legal, valid and binding agreement
    of it, enforceable in accordance with its 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.

     XI.13.   Tax Returns.  In the event the Trust shall be required to file 
tax returns, the Servicer shall prepare or shall cause to be prepared any tax 
returns required to be filed by the Trust and shall remit such returns to the 
Trustee for signature at least five Business Days before such returns are due 
to be filed.  The Trustee, upon request, shall furnish the Servicer with all 
such information known to the Trustee as may be reasonably required in 
connection with the preparation of all tax returns of the Trust, and shall 
execute such returns and cause such returns to be filed on or prior to the 
date on which such returns are due; provided, that such returns have 


                                     101



been provided to the Trustee by the Servicer as described in the previous 
sentence.

     XI.14.   Trustee May Enforce Claims Without Possession of Certificates.  
All rights of action and claims under this Agreement or the Certificates may 
be prosecuted and enforced by the Trustee without the possession of any of 
the Certificates or the production thereof in any  proceeding relating 
thereto, and any such proceeding instituted by the Trustee shall be brought 
in its own name as trustee.  Any recovery of judgment shall, after provision 
for the payment of the reasonable compensation, expenses, disbursements and 
advances of the Trustee, its agents and counsel, be for the ratable benefit 
of the Certificateholders in respect of which such judgment has been obtained.

     XI.15.   Suit for Enforcement.  If a Servicer Termination Event shall 
occur and be continuing, the Trustee, in its discretion may (but shall have 
no duty or obligation so to proceed), subject to the provisions of Section 
11.1, proceed to protect and enforce its rights and the rights of the 
Certificateholders under this Agreement by a suit, action or proceeding in 
equity or at law or otherwise, whether for the specific performance of any 
covenant or agreement contained in this Agreement or in aid of the execution 
of any power granted in this Agreement or for the enforcement of any other 
legal, equitable or other remedy as the Trustee, being advised by counsel, 
shall deem most effectual to protect and enforce any of the rights of the 
Trustee or the Certificate holders.

     XI.16.   Rights to Direct Trustee.  Subject to Section 11.3(c), the 
Security Insurer (or, if an Insurer Default shall have occurred and be 
continuing, a Certificate Majority) shall have the right to direct the time, 
method and place of conducting any proceeding for any remedy available to the 
Trustee, or exercising any trust or power conferred on the Trustee; provided 
however, that subject to Section 11.1, the Trustee shall have the right to 
decline to follow any such direction if the Trustee being advised by counsel 
determines that the action so directed may not lawfully be taken, or if the 
Trustee in good faith shall, by a Responsible Officer, determine that the 
proceedings so 


                                     102



directed would be in violation of this Agreement or any of the Related 
Documents or would subject it to personal liability against which it has not 
been provided reasonable indemnity or (in the case of directions provided by  
a Certificate Majority) be unduly prejudicial to the rights of 
Certificateholders not parties to such direction; and provided further that 
nothing in this Agreement shall impair the right of the Trustee to take any 
action deemed proper by the Trustee and which is not inconsistent with such 
direction by the Security Insurer or the Certificateholders.

XII      TERMINATION

     XII.1.   Termination of the Trust.  (a) The respective obligations and 
responsibilities of the Seller, the Servicer, the Security Insurer and the 
Trustee created by this Agreement and the Trust created by this Agreement 
shall terminate upon the latest of (i) the maturity or other liquidation of 
the last Receivable (including the purchase as of any Accounting Date by the 
Seller or the Servicer at its option of the corpus of the Trust as described 
in Section 12.2) and the subsequent distribution to Certificate holders 
pursuant to Section 5.5 of the amount required to be deposited pursuant to 
Section 12.2 or (ii) the payment to Certificateholders of all amounts 
required to be paid to them pursuant to this Agreement and the payment to the 
Security Insurer of all amounts payable or reimbursable to it pursuant to 
this Agreement and the Insurance Agreement. In either case, there shall be 
delivered to the Trustee and the Security Insurer an Opinion of Counsel that 
all applicable preference periods under federal, state and local bankruptcy 
insolvency and similar laws have expired with respect to the payments 
pursuant to clause (ii); provided however, that in no event shall the trust 
created by this Agreement continue beyond the expiration of 21 years from the 
death of the last survivor of the descendants living on the date of this 
Agreement of Rose Kennedy of the Commonwealth of Massachusetts; and provided, 
further, that the rights to indemnification under Sections 9.1 and 11.6 shall 
survive the termination of the Trust.  The Servicer shall promptly notify the 
Trustee, the Rating Agencies and the Security Insurer of any prospective 
termination pursuant 


                                     103



to this Section 12.1.

    (a) Notice of any final distribution, specifying the Distribution Date 
upon which the Certificateholders may surrender their Certificates to the 
Trustee for payment of the final distribution and retirement of the 
Certificates, shall be given promptly by the Trustee by letter to 
Certificateholders mailed not earlier than the 1st day and not later than the
10th day of the month of such final distribution specifying (i) the Distribution
Date upon which final payment of the Certificates shall be made upon 
presentation and surrender of Certificates at the office of the Trustee 
therein specified, (ii) the amount of any such final payment, and (iii) that 
the Accounting Date otherwise applicable to such Distribution Date is not 
applicable, payments being made only upon presentation and surrender of the 
Certificates at the office of the Trustee therein specified.  The Trustee 
shall give such notice to the Certificate Registrar at the time such notice 
is given to Certificateholders.  In the event such notice is given, the 
Servicer or the Trustee, as the case may be, shall make deposits into the 
Collection Account in accordance with Section 5.4, or, in the case of an 
optional purchase of Receivables pursuant to Section 12.2, shall deposit the 
amount specified in Section 12.2.  Upon presentation and surrender of the 
Certificates, the Trustee shall cause to be distributed to Certificateholders 
amounts distributable on such Distribution Date pursuant to Section 5.5.

    (b) In the event that all of the Certificateholders shall not surrender 
their Certificates for retirement within six months after the date specified 
in the above-mentioned written notice, the Trustee shall have a second 
written notice to the remaining Certificateholders to surrender their 
Certificates for retirement and receive the final distribution with respect 
thereto.  If within one year after the second notice all the Certificates 
shall not have been surrendered for retirement, the Trustee may take 
appropriate steps, or may appoint an agent to take appropriate steps, to 
contact the remaining Certificateholders concerning surrender of their 
Certificates, and the cost thereof shall be paid out of the funds and other 
assets that remain subject to this Agreement.  As soon as practicable after 
the 


                                     104



termination of the Trust, the Trustee shall surrender the Policy to the 
Security Insurer for cancellation.

     XII.2.   Optional Purchase of All Receivables.  On each Determination 
Date as of which the Class A Certificate Balance is less than 10% of the 
Cut-Off Date Class A Certificate Balance, the Servicer and the Seller each 
shall have the option to purchase the corpus of the Trust (with the consent 
of the Security Insurer, if such purchase would result in a claim on the 
Policy or would result in any amount owing to the Security Insurer remaining 
unpaid).  To exercise such option, the Servicer or the Seller, as the case 
may be, shall pay the aggregate Purchase Amounts for the Receivables, plus 
the appraised value of any other property (including the right to receive any 
future recoveries) held as part of the Trust, such appraisal to be conducted 
by an appraiser mutually agreed upon by the Servicer or the Seller, as the 
case may be, and the Security Insurer (or the Trustee, if an Insurer Default 
shall have accrued and be continuing), and shall succeed to all interests in 
and to the Trust Property.  The Servicer or Seller shall promptly notify the 
Rating Agencies of any proposed exercise of such option.  The fees and 
expenses related to such appraisal shall be paid by the party exercising the 
option to purchase.

XIII    MISCELLANEOUS PROVISIONS

     XIII.1.   Amendment.  (a) This Agreement may be amended by the Seller, 
the Servicer and the Trustee, with the prior written consent of the Security 
Insurer (so long as an Insurer Default shall not have occurred and be 
continuing) but without the consent of any of the Certificateholders, (i) to 
cure any ambiguity, or (ii) to correct or supplement any provisions in this 
Agreement; provided however, that such action shall not, as evidenced by an 
Opinion of Counsel, adversely affect in any material respect the interests of 
the Certificateholders, provided, further, that if an Insurer Default has 
occurred and is continuing, such action shall not amend, modify or limit the 
Security Insurer's rights under (i) Section 5.5(a), (ii) any rights to 
indemnification to which the Security Insurer is entitled 


                                     105



hereunder or (iii) any defined terms used in preceding clauses (i) or (ii).

     (a) This Agreement may also be amended from time to time by the Seller, 
the Servicer and the Trustee with the prior written consent of the Security 
Insurer (so long as an Insurer Default shall not have occurred and be 
continuing) and with the consent of a Certificate Majority (which consent of 
any Holder of a Certificate given pursuant to this Section 13.1(b) or 
pursuant to any other provision of this Agreement shall be conclusive and 
binding on such Holder and on all future Holders of such Certificate and of 
any Certificate issued upon the transfer thereof or in exchange thereof or in 
lieu thereof whether or not notation of such consent is made upon the 
Certificate) for the purpose of adding any provisions to or changing in any 
manner or eliminating any of the provisions of this Agreement, or of 
modifying in any manner the rights of the Holders of Certificates; provided 
however, that no such amendment shall (a) increase or reduce in any manner 
the amount of, or accelerate or delay the timing of, collections of payments 
on Receivables or distributions that shall be required to be made on any 
Certificate or the Class A Pass-Through Rate or the Class B Pass-Through Rate 
or (b) reduce the aforesaid percentage required to consent to any such 
amendment or any waiver hereunder, without the consent of the Holders of all 
Certificates then outstanding, provided, further, that if an Insurer Default 
has occurred and is continuing, such action shall not amend, modify or limit 
the Security Insurer's rights under (i) Section 5.5(a), (ii) any rights to 
indemnification to which the Security Insurer is entitled hereunder or (iii) 
any defined terms used in preceding clauses (i) or (ii).

     (b) Prior to the execution of any such amendment or consent, the Trustee 
shall furnish written notification of the substance of such amendment or 
consent to each Rating Agency.

     (c) Promptly after the execution of any such amendment or consent, the 
Trustee shall furnish written notification of the substance of such amendment 
or consent to each Certificateholder.


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     (d) It shall not be necessary for the consent of Certificateholders 
pursuant to Section 13.1(b) to approve the particular form of any proposed 
amendment or consent, but it shall be sufficient if such consent shall 
approve the substance thereof.  The manner of obtaining such consents (and 
any other consents of Certificateholders provided for in this Agreement) and 
of evidencing the authorization of the execution thereof by 
Certificateholders shall be subject to such reasonable requirements as the 
Trustee may prescribe, including the establishment of record dates.

     (e) Prior to the execution of any amendment to this Agreement, the 
Trustee shall be entitled to receive and rely upon an Opinion of Counsel 
stating that the execution of such amendment is authorized or permitted by 
this Agreement, in addition to the Opinion of Counsel referred to in Section 
13.2(i).  The Trustee may, but shall not be obligated to, enter into any such 
amendment which affects the Trustee's own rights, duties or immunities under 
this Agreement or otherwise.

     XIII.2.   Protection of Title to Trust.  (a) The Seller or the Servicer 
or both shall execute and file such financing statements and cause to be 
executed and filed such continuation and other statements, all in such manner 
and in such places as may be required by law fully to preserve, maintain and 
protect the interest of the Trust, the Trustee and the Security Insurer under 
this Agreement in the Trust Property and in the proceeds thereof.  The Seller 
or the Servicer or both shall deliver (or cause to be delivered) to the 
Trustee and the Security Insurer file-stamped copies of, or filing receipts 
for, any document filed as provided above, as soon as available following 
such filing.

     (a) Neither the Seller nor the Servicer shall change its name, identity 
or corporate structure in any manner that would, could or might make any 
financing statement or continuation statement filed by the Seller in 
accordance with paragraph (a) above seriously misleading within the meaning 
of Section 9-402(7) of the UCC, unless it shall have given the Trustee and 
the Security Insurer (so long as an Insurer Default shall not have occurred 
and be continuing) at least 60 days prior written notice thereof, and shall 


                                     107



promptly file appropriate amendments to all previously filed financing 
statements and continuation statements.

     (b) Each of the Seller and the Servicer shall give the Trustee and the 
Security Insurer at least 60 days prior written notice of any relocation of 
its principal executive office if, as a result of such relocation, the 
applicable provisions of the UCC would require the filing of any amendment of 
any previously filed financing or continuation statement or of any new 
financing statement.  The Servicer shall at all times maintain each office 
from which it services Receivables and its principal executive office within 
the United States of America.

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

     (d) The Servicer shall maintain its computer systems so that, from and 
after the time of sale under this Agreement of the Receivables to the 
Trustee, the Servicer's master computer records (including any backup 
archives) that refer to any Receivable indicate clearly (with reference to 
the particular grantor trust) that the Receivable is owned by the Trust.  
Indication of the Trust's ownership of a Receivable shall be deleted from or 
modified on the Servicer's computer systems when, and only when, the 
Receivable has been paid in full or repurchased by the Seller or the Servicer.

     (e) If at any time the Seller or the Servicer proposes to sell, grant a 
security interest in, or otherwise transfer any interest in automotive 
receivables to any prospective purchaser, lender or other transferee, the 
Servicer shall give to such prospective purchaser, lender or other transferee 
computer tapes, records or printouts (including any restored from backup 
archives) that, if they refer in 


                                     108



any manner whatsoever to any Receivable, indicate clearly that such 
Receivable has been sold and is owned by the Trust unless such Receivable has 
been paid in full or repurchased by the Seller or the Servicer.

     (f) The Servicer shall permit the Trustee, the Backup Servicer, the 
Security Insurer, the Seller and their respective agents, at any time to 
inspect, audit and make copies of and abstracts from the Servicer's records 
regarding any Receivables or any other portion of the Trust Property.

     (g) The Servicer shall furnish to the Trustee, the Backup Servicer, the 
Seller and the Security Insurer at any time upon request a list of all 
Receivables then held as part of the Trust, together with a reconciliation of 
such list to the Schedule of Receivables and to each of the Servicer's 
Certificates furnished before such request indicating removal of Receivables 
from the Trust.  The Trustee shall hold any such list and Schedule of 
Receivables for examination by interested parties during normal business 
hours at the Corporate Trust Office upon reasonable notice by such Persons of 
their desire to conduct an examination.

     (h) The Seller and the Servicer shall deliver to the Trustee and the 
Security Insurer simultaneously with the execution and delivery of this 
Agreement and of each amendment thereto and upon the occurrence of the events 
giving rise to an obligation to give notice pursuant to Section 13.2(b) or 
(c), an Opinion of Counsel (a) stating that, in the opinion of such Counsel, 
all financing statements and continuation statements have been executed and 
filed that are necessary fully to preserve and protect the interest of the 
Trustee in the Receivables and the other Trust Property, and reciting the 
details of such filing or referring to prior Opinions of Counsel in which 
such details are given, (b) stating that, in the opinion of such counsel, no 
such action is necessary to preserve and protect such interest, or (c) 
stating in the opinion of such counsel, any action which is necessary to 
preserve and protect such interest during the following 12-month period.

     (i) The Servicer shall deliver to the Trustee and the


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Security Insurer, within 90 days after April 1, 1997, an Opinion of Counsel, 
either (a) stating that, in the opinion of such counsel, all financing 
statements and continuation statements have been executed and filed that are 
necessary fully to preserve and protect the interest of the Trustee in the 
Receivables, and reciting the details of such filings or referring to prior 
Opinions of Counsel in which such details are given, or (b) stating that, in 
the opinion of such counsel, no action shall be necessary to preserve and 
protect such interest.

     XIII.3.   Limitation on Rights of Certificateholders. (a) The death or 
incapacity of any Certificateholder shall not operate to terminate this 
Agreement or the Trust, nor entitle such Certificateholder's legal 
representatives or heirs to claim an accounting or to take any action or 
commence any proceeding in any court for a partition or winding up of the 
Trust, nor otherwise affect the rights, obligations and liabilities of the 
parties to this Agreement or any of them.

     (a) No Certificateholder shall have any right to vote (except as 
provided in this Section 13.3 or Sections 10.2, 10.5 or 13.1) or in any 
manner otherwise control the operation and management of the Trust, or the 
obligations of the parties to this Agreement, nor shall anything set forth in 
this Agreement, or contained in the terms of the Certificates, be construed 
so as to constitute the Certificateholders from time to time as partners or 
members of an association; nor shall any Certificateholder be under any 
liability to any third person by reason of any action taken by the parties to 
this Agreement pursuant to any provision of this Agreement or any Related 
Document.

     (b) So long as no Insurer Default has occurred and is continuing, except 
as otherwise specifically provided herein, whenever Class A Certificateholder 
action, consent or approval is required under this Agreement, such action, 
consent or approval shall be deemed to have been taken or given on behalf of, 
and shall be binding upon, all Class A Certificateholders if the Security 
Insurer agrees to take such action or give such consent or approval.  If an 
Insurer Default shall have occurred and is continuing, no Certifi 


                                     110



cateholder shall have any right by virtue or by availing itself of any 
provisions of this Agreement to institute any suit, action, or proceeding in 
equity or at law upon or under or with respect to this Agreement, unless such 
Holder previously shall have given to the Trustee a written notice of default 
and of the continuance thereof, as provided in this Agreement and unless also 
the Holders of Certificates evidencing not less than 25% of the sum of the 
Class A Certificate Balance and the Class B Certificate Balance, or, if there 
are no Class A Certificates then outstanding, by Holders of Class B 
Certificates evidencing not less than 25% of the Class B Certificate Balance 
shall have made written request upon the Trustee to institute such action, 
suit or proceeding in its own name as Trustee under this Agreement and shall 
have offered to the Trustee such reasonable indemnity as it may require 
against the costs, expenses and liabilities to be incurred therein or 
thereby, and the Trustee, for 30 days after its receipt of such notice, 
request, and offer of indemnity, shall have neglected or refused to institute 
any such action, suit, or proceeding and during such 30-day period, no 
request or waiver inconsistent with such written request has been given to 
the Trustee pursuant to and in compliance with this Section 13.3 or Section 
10.5; it being understood and intended, and being expressly covenanted by 
each Certificateholder with every other Certificateholder and the Trustee, 
that no one or more Holders of Certificates shall have any right in any 
manner whatever by virtue or by availing itself or themselves of any 
provisions of this Agreement to affect, disturb, or prejudice the rights of 
the Holders of any other of the Certificates, or to obtain or seek to obtain 
priority over or preference to any other such Holder, or to enforce any right 
under this Agreement, except in the manner provided in this Agreement and for 
the equal, ratable, and common benefit of all Certificateholders.  For the 
protection and enforcement of the provisions of this Section 13.3, each and 
every Certificateholder and the Trustee shall be entitled to such relief as 
can be given either at law or in equity. Nothing in this Agreement shall be 
construed as giving the Certificateholders any right to make a claim under 
the Policy.

     XIII.4.   Governing Law.  This Agreement shall be governed


                                     111



by and construed in accordance with the laws of the State of New York without 
regard to the principles of conflicts of laws thereof and the obligations, 
rights and remedies of the parties under this Agreement shall be determined 
in accordance with such laws.

     XIII.5.   Severability of Provisions.  If any one or more of the 
covenants, agreements, provisions or terms of this Agreement shall be for any 
reason whatsoever held invalid, then such covenants, agreements, provisions 
or terms shall be deemed severable from the remaining covenants, agreements, 
provisions or terms of this Agreement and shall in no way affect the validity 
or enforceability of the other provisions of this Agreement or of the 
Certificates or the rights of the Holders thereof.

     XIII.6.   Assignment.  Notwithstanding anything to the contrary 
contained in this Agreement, except as provided in Section 8.2 or Section 9.2 
and as provided in the provisions of the Agreement concerning the resignation 
of the Servicer and the Backup Servicer, this Agreement may not be assigned 
by the Seller or the Servicer without the prior written consent of the 
Trustee and the Security Insurer (or, if an Insurer Default shall have 
occurred and be continuing the Trustee and a Certificate Majority).

     XIII.7.   Certificates Nonassessable and Fully Paid. Certificateholders 
shall not be personally liable for obligations of the Trust, the Fractional 
Undivided Interests represented by the Certificates shall be nonassessable 
for any losses or expenses of the Trust or for any reason whatsoever, and 
Certificates upon authentication thereof by the Trustee pursuant to Section 
7.2 are and shall be deemed fully paid.

     XIII.8.   Third-Party Beneficiaries.  This Agreement shall inure to the 
benefit of and be binding upon the parties hereto and their respective 
successors and permitted assigns.  Except as otherwise provided in this 
Article XIII, no other Person shall have any right or obligation hereunder.  
The Security Insurer and its successors and assigns shall be a third-party 
beneficiary to the provisions of this Agreement, and shall be entitled to 
rely upon and 


                                     112



directly enforce such provisions of this Agreement so long as no Insurer 
Default shall have occurred and be continuing. Except as expressly stated 
otherwise herein or in the Related Documents, any right of the Security 
Insurer to direct, appoint, consent to, approve of, or take any action under 
this Agreement, shall be a right exercised by the Security Insurer in its 
sole and absolute discretion.  The Security Insurer may disclaim any of its 
rights and powers under this Agreement (but not its duties and obligations 
under the Policy) upon delivery of a written notice to the Trustee.

     XIII.9.   Financial Security as Controlling Party.  Each 
Certificateholder by purchase of the Certificates held by it acknowledges 
that the Trustee on behalf of the Trust, as partial consideration of the 
issuance of the Policy, has agreed that the Security Insurer shall have 
certain rights hereunder for so long as no Insurer Default shall have 
occurred and be continuing.  So long as an Insurer Default has occurred and 
is continuing, any provision giving the Security Insurer the right to direct, 
appoint or consent to, approve of, or take any action under this Agreement 
shall be inoperative during the period of such Insurer Default and such right 
shall instead vest in the Trustee acting at the direction of the Holders of 
Certificates.  The Security Insurer may disclaim any of its rights and powers 
under this Agreement (but not its duties and obligations under the Policy) 
upon delivery of a written notice to the Trustee. The Security Insurer may 
give or withhold any consent hereunder in its sole and absolute discretion.

     XIII.10.  Counterparts.  This Agreement may be executed simultaneously 
in any number of counterparts, each of which counterparts shall be deemed to 
be an original, and all of which counterparts shall constitute but one and 
the same instrument.

     XIII.11.   Notices.  All demands, notices and communications under this 
Agreement shall be in writing, personally delivered or mailed by certified 
mail-return receipt requested, and shall be deemed to have been duly given 
upon receipt (a) in the case of the Seller and for so long as AmeriCredit is 
the Servicer, the Servicer, at the 


                                     113



following address: AmeriCredit Financial Services, Inc., 200 Bailey Avenue, 
Fort Worth, Texas 76107-1220, Attention: Chief Financial Officer, (b) in the 
case of the Trustee, and, for so long as the Trustee is the Backup Servicer, 
the Trustee, at the Corporate Trust Office, (c) in the case of each Rating 
Agency, 99 Church Street, New York, New York 10007 (for Moody's) and 26 
Broadway, New York, New York 10004 (for Standard & Poor's), and (d) in the 
case of the Security Insurer, Financial Security Assurance, Inc., 350 Park 
Avenue, New York, New York 10022, Attention: Surveillance Department, Re: 
AmeriCredit Automobile Receivables Trust 1996-A, or at such other address as 
shall be designated by any such party in a written notice to the other 
parties.  Any notice required or permitted to be mailed to a 
Certificateholder shall be given by first class mail, postage prepaid, at the 
address of such Holder as shown in the Certificate Register, and any notice 
so mailed within the time prescribed in this Agreement shall be conclusively 
presumed to have been duly given, whether or not the Certificateholder 
receives such notice.

     XIII.12.  Successors and Assigns.  This Agreement shall be binding upon 
the parties hereof and their respective successors and assigns, and shall 
inure to the benefit of and be enforceable by the parties hereof and their 
respective successors and assigns permitted hereunder.  All covenants and 
agreements contained herein shall be binding upon, and inure to the benefit 
of, the Trustee and the Certificateholders and their respective permitted 
successors and assigns, if any.  Any request, notice, direction, consent, 
waiver or other instrument or action by any Certificateholder shall bind its 
successors and assigns. XIII.13.

     IN WITNESS WHEREOF, the Seller, ARC, the Servicer and the Trustee have 
caused this Pooling and Servicing Agree ment to be duly executed by their 
respective officers, effective as of the day and year first above written.

AMERICREDIT FINANCIAL
        SERVICES, INC., as Seller and
        Servicer


                                     114




                              By
                                  Name:
                                  Title:




LASALLE NATIONAL BANK,
                                 as  Trustee and  as  Backup
Servicer



                              By
                                  Name:
                                  Title:


                              AMERICREDIT RECEIVABLES CORP.



                              By
                                  Name:
                                  Title:
                         SCHEDULE A

                  SCHEDULE OF RECEIVABLES
                         SCHEDULE B

       REPRESENTATIONS AND WARRANTIES OF AMERICREDIT

     XIV    Characteristics of Receivables.  Each Receivable
(A)  was  originated by a Dealer for the retail  sale  of  a
Financed  Vehicle  in the ordinary course of  such  Dealer's
business  in  accordance with AmeriCredit's credit  policies
and  such  Dealer had all necessary licenses and permits  to
originate  Receivables in the state where  such  Dealer  was
located,  was  fully and properly executed  by  the  parties
thereto, was purchased by AmeriCredit from such Dealer under
an  existing  Dealer  Agreement  or  pursuant  to  a  Dealer


                           115




Assignment with AmeriCredit and was validly assigned by such
Dealer  to AmeriCredit pursuant to a Dealer Assignment,  (B)
contains  customary and enforceable provisions  such  as  to
render  the  rights  and  remedies  of  the  holder  thereof
adequate  for  realization against the collateral  security,
(D)  is  a  Receivable  which  provides  for  level  monthly
payments  (provided that the period in the first  Collection
Period and the payment in the final Collection Period of the
Receivable may be minimally different from the normal period
and  level  payment) which, if made when  due,  shall  fully
amortize the Amount Financed over the original term and  (E)
has  not  been amended or collections with respect to  which
waived,  other  than  as evidenced in  the  Receivable  File
relating thereto.

     XV      No Fraud or Misrepresentation.  Each Receivable
was  originated by a Dealer and was sold by  the  Dealer  to
AmeriCredit  without any fraud or misrepresentation  on  the
part of such Dealer in either case.

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

     XVII    Origination.  Each Receivable was originated in
the United States.


                                116




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

     XIX    No Government Obligor.  No Obligor is the United
States  of  America or any State or any agency,  department,
subdivision or instrumentality thereof.

     XX   Obligor Bankruptcy.  At the Cutoff Date no Obligor
had  been identified on the records of AmeriCredit as  being
the subject of a current bankruptcy proceeding.

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

     XXII Marking Records.  By the Closing Date, AmeriCredit
will  have  caused  the  portions of the  Electronic  Ledger
relating  to the Receivables to be clearly and unambiguously
marked  to show that the Receivables have been sold  to  the
Trust  by  AmeriCredit in accordance with the terms  of  the
Pooling and Servicing Agreement.

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


                            117







     XXIV       Adverse Selection.  No selection  procedures
adverse to the Certificateholders were utilized in selecting
the  Receivables from those receivables owned by AmeriCredit
which  met  the selection criteria contained in the  Pooling
and Servicing Agreement.

     XXV  Chattel Paper.  The Receivables constitute chattel
paper  within  the meaning of the UCC as in  effect  in  the
States of Texas and New York.

     XXVI One Original.  There is only one original executed
copy of each Receivable.

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

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

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


                            118





     XXX   Good Title.   Immediately prior to the conveyance
of  the Receivables to the Trust pursuant to this Agreement,
AmeriCredit  was  the sole owner thereof and  had  good  and
indefeasible  title  thereto, free of  any  Lien  and,  upon
execution and delivery of this Agreement by AmeriCredit, the
Trustee  shall have good and indefeasible title to and  will
be the sole owner of such Receivables, free of any Lien.  No
Dealer  has  a participation in, or other right to  receive,
proceeds  of any Receivable.  Americredit has not taken  any
action  to convey any right to any Person that would  result
in such Person having a right to payments received under the
related  Insurance Policies or the related Dealer Agreements
or   Dealer  Assignments  or  to  payments  due  under  such
Receivables.

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


                             119




affecting a Financed Vehicle which are or may be Liens prior
or equal to the Liens of the related Receivable.

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

     XXXIII         No Impairment.  AmeriCredit has not done
anything to convey any right to any Person that would result
in  such  Person having a right to payments  due  under  the
Receivable  or otherwise to impair the rights of the  Trust,
the Security Insurer, the Trustee and the Certificateholders
in any Receivable or the proceeds thereof.

     XXXIV       Receivable Not Assumable.  No Receivable is
assumable by another Person in a manner which would  release
the  Obligor  thereof  from  such Obligor's  obligations  to
AmeriCredit with respect to such Receivable.

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

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

     XXXVII       Insurance.  At the time of a purchase of a
Receivable  by  AmeriCredit from  a  Dealer,  each  Financed
Vehicle  is  required to be covered by a  comprehensive  and
collision  insurance policy (i) in an amount at least  equal


                             120




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

     XXXVIII     Past Due.  At the Cutoff Date no Receivable
was more than 30 days past due.

     XXXIX       Remaining Principal Balance.  At the Cutoff
Date each Receivable had a remaining principal balance equal
to or greater than $250.00 and the Principal Balance of each
Receivable set forth in the Schedule of Receivables is  true
and accurate in all material respects.

     XL   Final Scheduled Payment Date.  No Receivable has a
final scheduled payment date after April 12, 2001.

     XLI   Certain Characteristics.  (A) Each Receivable had
a  remaining  maturity, as of the Cutoff Date, of  not  more
than 59 months; (B) each Receivable had an original maturity
of  not  more  than  60 months; (C) each  Receivable  had  a
remaining  Principal Balance as of the  Cutoff  Date  of  at
least  $418.41  and  not  more  than  $26,110.77;  (D)  each
Receivable  has an Annual Percentage Rate of at least  14.5%
and  not  more than 33%; (E) no Receivable was more than  30
days  past  due as of the Cutoff Date and (F) no funds  have
been  advanced by AmeriCredit, any Dealer, or anyone  acting
on behalf of any of them in order to cause any Receivable to
qualify under clause (E) above.
XLII
                         SCHEDULE C

             SERVICING POLICIES AND PROCEDURES


                           121




     Note:  Applicable Time Periods Will Vary by State


Compliance  with  state collection laws is required  of  all
AmeriCredit Collection Personnel.  Additionally, AmeriCredit
has chosen to follow the guidelines of the Federal Fair Debt
Collection Practices Act (FDCPA).

The Collection Process

Customer is issued a monthly billing statement 16 to 20 days
before payment is due.

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

XLIII      Accounts  are  then segregated into  two  groups,
     those less than 30 days delinquent and those over 30 days
     delinquent.

XLIV Accounts  less  than  30  days delinquent  are  further
     segregated into accounts that have good residential and
     business phone numbers and those that do not.

XLV  For  those  that  have  good phone  numbers,  they  are
     assigned to the Melita Group.

XLVI For those without good phone numbers, they are assigned
     to the front-end collector.

XLVII      In both groups, all reasonable collection efforts
     are  made  to  avoid the account rolling over  30  days
     delinquent,  including the use of  collection  letters.
     Collection letters may be utilized between 15 and 25 days
     delinquent.

XLVIII      At   the  time  the  account  reaches  31   days
     delinquent, it is assigned to a mid-range collector.  At
     this time the collector identifies the necessity of any
     default notification required by state law.


                                122





XLIX Once the account exceeds 60 days in delinquency, it  is
     assigned to a hard-core collector.  The hard-core collector
     then continues the collection effort.  If the account cannot
     be  resolved  through normal collection  efforts,  i.e.
     satisfactory payment arrangements, then the account may be
     submitted for repossession approval, either voluntary or by
     an  approved  outside contractor or  if  necessary  for
     sequestration   approval.    All   repossessions    and
     sequestrations  must be approved  by  the  Director  of
     Collections or an Assistant Vice President.

L    CACS  allows  the  individual collector  to  accurately
     document and update each account pertaining to telephone
     calls and correspondence created as a result of contact with
     the customer.

Repossessions

If  repossession of the collateral occurs, whether voluntary
or involuntary, the following steps are taken:

LI   Notification of repossession to proper authorities when
     necessary.

LII  Inventory  of  all personal property  is  taken  and  a
     condition report is done on the vehicle.  Pictures are also
     taken of the vehicle.

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

LIV  Written  request  to  the originating  dealer  for  all
     refunds due for dealer adds.

LV   Collateral disposition through public or private  sale,
     (dictated  by state law), in a commercially  reasonable
     manner, whenever possible through a Manheim or Adessa Auto
     Auction.

LVI  After  the  collateral is liquidated, the debtor(s)  is

                                123





     notified in writing of the deficiency balance owed, if any.


Use of Due Date Changes

Due   dates   may  be  changed  subject  to  the   following
conditions:

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

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

LIX  The first installment payment has been paid in full.

LX   Only one date change in a twelve month period.

LXI  Any  exceptions  to  the above stated  policy  must  be
     approved by the Director of Collections or an Assistant Vice
     President.

Use of Payment Deferments

A   payment  deferral  is  offered  to  customers  who  have
encountered temporary financial difficulties.

LXII Minimum of six payments have been made on the account.

LXIII      The  account  will be brought  current  with  the
     deferment, but not paid ahead.

LXIV A deferment fee is collected on all transactions.

LXV  Only  one deferment transaction can be performed  in  a
     twelve month period.

LXVI No  more than two payments may be deferred in a  twelve
     month period, and no more than eight total payments may be
     deferred over the life of the loan.

LXVII      Any exceptions to the above stated policy must be
     approved by the Director of Collections or Assistant Vice
     President.


                                  124





Charge-Offs

LXVIII    When a Post Repossession Notice is generated on an
     account, the account may be partially charged-off on the
     date that the notice legally expires.  The partial charge-
     off calculation is based on the expected residual value of
     the vehicle at time of sale.  Adjustments to the account are
     made once final liquidation of the vehicle occurs.

LXIX It is AmeriCredit's policy that any account that is not
     successfully recovered by 180 days delinquent is submitted
     to the Director of Collections for approval and charge-off.

LXX  It  is  AmeriCredit's policy to carry  all  Chapter  13
     bankruptcy accounts until confirmation of the plan.  Once
     the plan is approved, a partial charge-off is taken for the
     unsecured  portion of the account.  On fully reaffirmed
     Chapter 7 bankruptcy accounts, the accounts are deferred
     current at the time of discharge.

Deficiency Collections


LXXI Contact  is  made with the customer in  an  attempt  to
     establish acceptable payment arrangements or settlements on
     the account.

LXXII     If the customer is unwilling to do so, AmeriCredit
     may  invoke any legal collection remedy that the  state
     allows, i.e., judgements, garnishments, etc.

                         EXHIBIT A


                FORM OF CLASS A CERTIFICATE


         SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS



          THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),


                                125





OR  THE  SECURITIES  LAWS  OF ANY  STATE  IN  RELIANCE  UPON
EXEMPTIONS  PROVIDED BY THE SECURITIES ACT  AND  SUCH  STATE
SECURITIES  LAWS.   NO  RESALE OR  OTHER  TRANSFER  OF  THIS
CERTIFICATE  MAY BE MADE UNLESS SUCH RESALE OR TRANSFER  (A)
IS  MADE  IN ACCORDANCE WITH SECTION 7.3 OF THE POOLING  AND
SERVICING  AGREEMENT  AND (B) IS MADE  (i)  PURSUANT  TO  AN
EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES  ACT,
(ii)   IN   A   TRANSACTION  EXEMPT  FROM  THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES ACT AND  APPLICABLE  STATE
SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON WHO
THE   TRANSFEROR   REASONABLY  BELIEVES   IS   A   QUALIFIED
INSTITUTIONAL  BUYER WITHIN THE MEANING OF RULE  144A  UNDER
THE  SECURITIES ACT THAT IS AWARE THAT THE RESALE  OR  OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C) UPON
THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED  IN
THE  AGREEMENT.   NEITHER THE SELLER, THE SERVICER  NOR  THE
TRUSTEE IS OBLIGATED TO REGISTER THE CERTIFICATES UNDER  THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

           NO  RESALE  OR OTHER TRANSFER OF THIS CERTIFICATE
MAY  BE  MADE  UNLESS THE CERTIFICATE REGISTRAR  SHALL  HAVE
RECEIVED  A REPRESENTATION LETTER IN SUBSTANTIALLY THE  FORM
REQUIRED  BY THE AGREEMENT REFERRED TO BELOW FROM THE  TRANS
FEREE OF THIS CERTIFICATE OR SUCH OTHER REPRESENTATIONS  (OR
AN  OPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER  OR
CS  FIRST  BOSTON  CORPORATION, TO THE EFFECT  THAT  SUCH  A
TRANSFER  MAY  BE  MADE PURSUANT TO AN  EXEMPTION  FROM  THE
SECURITIES   ACT,   INCLUDING  RULE  144A  THEREUNDER,   AND
APPLICABLE  STATE  SECURITIES LAWS AND (A)  SUCH  TRANSFEREE
WILL  NOT  ACQUIRE THIS CERTIFICATE WITH THE ASSETS  OF  ANY
"EMPLOYEE  BENEFIT PLAN" AS DEFINED IN SECTION 3(3)  OF  THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS  AMENDED
("ERISA") OR SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF  1986,  AS AMENDED (THE "CODE"), (B) SPECIFIED CONDITIONS
OF  AN "UNDERWRITER EXEMPTION" DESCRIBED IN SECTION V(h)  OF
PROHIBITED  TRANSACTION CLASS EXEMPTION 95-60 ARE  SATISFIED
WITH  RESPECT  TO SUCH TRANSFEREE OR (C) IN THE  CASE  OF  A
TRANSFER TO AN INSURANCE COMPANY GENERAL ACCOUNT, EITHER (A)
ABOVE,  (B)  ABOVE OR, PURSUANT TO SECTION I  OF  PROHIBITED
TRANSACTION  CLASS  EXEMPTION  95-60  ("PTCE  95-60"),   THE
ACQUISITION AND HOLDING OF THE CERTIFICATE AND, PURSUANT  TO
SECTION  III  OF  PTCE 95-60, THE SERVICING, MANAGEMENT  AND
OPERATION OF THE TRUST ARE, WITH RESPECT TO SUCH TRANSFEREE,


                            126




EXEMPT FROM THE "PROHIBITED TRANSACTION" PROVISIONS OF ERISA
AND THE CODE.
      AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A

          5.70% ASSET BACKED CERTIFICATE, CLASS A

NUMBER
A-1                   $____________

          THIS CERTIFIES THAT ____________ is the registered
owner  of  a ____________ dollars nonassessable, fully-paid,
fractional  undivided interest in the AmeriCredit Automobile
Receivables Trust 1996-A (the "Trust") formed by AmeriCredit
Financial  Services,  Inc.,  a  Delaware  corporation   (the
"Seller").  The Trust was created pursuant to a Pooling  and
Servicing  Agreement  dated as of  February  12,  1996  (the
"Agreement"),  among  AmeriCredit Financial  Services,  Inc.
("AmeriCredit"), as seller and servicer (the "Seller" or the
"Servicer"),  and  LaSalle National Bank,  as  trustee  (the
"Trustee"), a summary of certain of the pertinent provisions
of  which  is  set forth below.  Reference is  made  to  the
further provisions of this Class A Certificate set forth  in
the  attached  pages  3 through 7, which further  provisions
shall  for all purposes have the same effect as if set forth
at  this  place.   Unless the certificate of  authentication
hereon  shall have been executed by an authorized  signatory
of  the  Trustee,  by manual signature,  this  Class  A  Cer
tificate shall not entitle the holder hereof to any  benefit
under  the  Agreement  or be valid  for  any  purpose.   All
capitalized  terms  not otherwise defined  herein  have  the
meanings assigned to them in the Agreement.

           IN  WITNESS WHEREOF, the Trustee on behalf of the
Trust  and  not in its individual capacity has  caused  this
Class A Certificate to be duly executed.


AMERICREDIT AUTOMOBILE
            RECEIVABLES TRUST 1996-A


By:  LASALLE NATIONAL
            BANK, as Trustee


                                127


               By:
DATED:  ___________, 1996

      This is one of the Class A Certificates referred
           to in the within-mentioned Agreement.

               LaSalle  National  Bank,  as
Trustee



By:______________________________

Authorized Signatory

     This Certificate evidences a fractional undivided interest in the Trust, 
as defined above, the property of which includes a pool of retail installment 
sale contracts secured by new and used automobiles and light trucks and sold 
to the Trust by the Seller. This Certificate does not represent an interest 
in or obligation of the Seller, in its individual capacity or as the Servicer 
or any of their respective affiliates thereof, except to the extent described 
below.

     To the extent not otherwise defined herein, the capitalized terms used 
herein have the meanings assigned to them in the Agreement. This Certificate 
is one of the duly authorized Certificates designated as "5.70% Asset Backed 
Certificates, Class A" (herein called  the  "Class  A Certificates").  Also 
issued under the  Agreement  are Certificates designated as "5.70% Asset 
Backed Certificates, Class B" (the "Class B Certificates").  The Class B 
Certificates and the Class A Certificates are hereinafter collectively called 
the "Certificates."  The  Class  A Certificates represent initially, or in 
the aggregate, 92% of the principal balance of all Certificates. This Class A 
Certificate is issued under and is subject to the terms, provisions, and 
conditions of the Agreement, to which Agreement the holder of this Class A 
Certificate by virtue of the acceptance hereof assents and by which such 
holder is bound. The property of the Trust includes (as more fully 


                                  128



described in the Agreement) a pool of retail installment sale contracts for 
new and used automobiles and light duty trucks (the "Receivables"), certain 
monies due thereunder on or after February 12, 1996, security interests in 
the vehicles financed thereby, certain bank accounts and the proceeds 
thereof, property securing the Receivables and held by the Trustee, proceeds 
from claims on physical damage, credit life and disability insurance policies 
covering vehicles financed thereby and the obligors thereunder, all 
Collateral Insurance relating to the Receivables and the financed vehicles, 
certain rights against Dealers and in contracts with Dealers, all right, 
title and interest of the Seller in and to this Agreement and any and all 
proceeds of the foregoing.

     Under the Agreement, there will be distributed on the 12th day of each 
month or, if such 12th day is not a Business Day, the next Business Day (the 
"Distribution Date"), commencing on April 12, 1996, to the person in whose 
name this Class A Certificate is registered at the close of business on the 
last day of the prior calendar month (the "Accounting Date"), to the extent 
available from the Amount Available,  such Class A Certificateholder's 
fractional undivided interest in the sum of the Class A Interest Distributable
Amount for such Distribution  Date,  any outstanding Class A Interest Carryover
Shortfall for such Distribution Date, the Class A Principal Distributable Amount
for such Distribution Date and any Class A Principal Carryover Shortfall for 
such Distribution Date.

     Except as otherwise provided in the Agreement, distributions on this 
Class A Certificate will be made by the Trustee by wire transfer (as provided 
in the Agreement), check or money order mailed to the Class A Certificateholder
of record in the Certificate Register without the presentation or surrender of
this Class A Certificate or the making of any notation hereon. Except as 
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Class A Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and 
surrender of this Class A Certificate at the office or agency maintained for
that purpose by the Trustee in Chicago, Illinois.  The 



                                  129



Accounting Date otherwise applicable to such distribution shall not be 
applicable.

     The Certificates do not represent an obligation of, or an interest in, 
the Seller, the Servicer, the Trustee or any affiliate of any of them. The 
Certificates are limited in right of payment to certain collections and 
recoveries  respecting the Receivables,  all  as  more specifically set forth 
in the Agreement.  A copy of the Agreement may be examined during normal 
business hours at the principal office of the Seller, and at such other 
places,  if  any, designated by the Seller,  by  any Certificateholder upon 
request.

     As provided in the Agreement, so long as no Insurer Default has occurred 
and is continuing, with certain exceptions  whenever Class A 
Certificateholder  action, consent or approval is required under the 
Agreement, such action, consent or approval shall be deemed to have been 
taken or given on behalf of, and shall be binding upon, all Class A 
Certificateholders if the Security Insurer agrees to take such action or give 
such consent or approval.  If an Insurer Default shall have occurred and is 
continuing, no Certificateholder shall have any right by virtue or by 
availing itself of any provisions of the Agreement to institute any suit, 
action, or proceeding in equity or at law upon or under or with respect to 
the Agreement, unless such Holder previously shall have given to the Trustee 
a written notice of default and of the continuance thereof, as provided in 
the Agreement and unless also the Holders of Certificates evidencing not less 
than 25% of the sum of the Class A Certificate Balance and the Class B 
Certificate Balance, or, if there are no Class A Certificates then 
outstanding, by Holders of Class B Certificates evidencing not less than 25% 
of the Class B Certificate Balance shall have made written request upon the 
Trustee to institute such action, suit or proceeding in its own name as 
Trustee under the Agreement.

     The Agreement permits, with certain exceptions therein provided, the 
amendment thereof and the modification of the rights and obligations of the 
Seller and the rights of the Certificateholders under the Agreement at any 
time by 


                                  130



the Seller and the Trustee with the consent of the Security Insurer 
and the Holders of Certificates, voting together as a Class, evidencing not 
less than a Certificate Majority. Any such consent by the Holder of this 
Certificate shall be conclusive and binding on such Holder and on all future 
Holders of this Certificate and of any Certificate issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not 
notation of such consent is made upon this Certificate. The Agreement also 
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

     As provided in the Agreement and subject to certain limitations set 
forth therein, the transfer of this Certificate is registrable in the 
Certificate Registrar upon surrender of this Certificate for registration of 
transfer at the offices or agencies maintained by the Trustee in its capacity 
as Certificate Registrar, or by any successor Certificate Registrar, in the 
City of Chicago, Illinois, accompanied by a written instrument of transfer in 
form satisfactory to the Trustee and the Certificate Registrar duly executed 
by the holder hereof or such holder's attorney duly authorized in writing, 
and thereupon one or more new Certificates of authorized denominations 
evidencing the same aggregate interest in the Trust will be issued to the 
designated transferee.

     The Class A Certificates and the Class B Certificates are issuable only 
as registered Certificates without coupons in denominations of $1,000 and 
integral multiples  of $1,000 in excess thereof; however,  one Certificate of 
each such Class may be issued  in  a denomination representing or including 
any remaining portion of the original Class A Certificate Balance or the 
original Class B Certificate Balance, as the case may be.  As provided in the 
Agreement and subject to certain limitations therein set forth, Certificates 
are exchangeable for new Certificates of authorized denominations evidencing 
the same aggregate  denomination, as requested  by  the  holder surrendering 
the same. No service charge will be made for any such registration of 
transfer or exchange, but the Trustee may require payment of a sum sufficient 
to cover any 


                                  131



tax or governmental charges payable in connection therewith.

     The Trustee, the Certificate Registrar, and any agent of the Trustee or 
the Certificate Registrar may treat the person in whose name this Class A 
Certificate is registered as the owner hereof for all purposes, and neither 
the Trustee, the Certificate Registrar, nor any such agent shall be affected 
by any notice to the contrary.

     Each Certificateholder by purchase of the Certificates held by it 
acknowledges that the Seller, as partial consideration of the issuance of the 
Policy, has agreed that the Security Insurer shall have certain rights 
hereunder for so long as no Insurer Default shall have occurred and be 
continuing. So long as an Insurer Default has occurred and is continuing, any 
provision giving the Security Insurer the right to direct, appoint or consent 
to, approve of, or take any action under this Agreement shall be inoperative 
during the period of such Insurer Default and such right shall instead vest 
in the Trustee acting at the direction of the Holders of Certificates.  The 
Security Insurer may disclaim any of its rights and powers under this 
Agreement (but not its duties and obligations under the Policy) upon delivery 
of a written notice to the Trustee. The Security Insurer may give or withhold 
any consent hereunder in its sole and absolute discretion.

     The obligations and responsibilities created by the Agreement and the 
Trust created thereby shall terminate upon the payment to Certificateholders 
of all amounts required to be paid to them pursuant to the Agreement and the 
disposition of all property held as part of the Trust. The Servicer of the 
Receivables may at its option purchase the corpus of the Trust at a price 
specified in the Agreement, and such purchase of the Receivables and other 
property of the Trust will effect early retirement of the Certificates; 
however, such right of purchase is exercisable only as of the last day of any 
Collection Period as of which the Class A Certificate Balance is less than 
10% of the Cut-Off Date Class A Certificate Balance.

     The recitals contained herein (other than the certificate of 
authentication herein) shall be taken as the 


                                  132



statements of the Seller or the Servicer, as the case may be, and the Trustee 
assumes no responsibility for the correctness thereof. The Trustee makes no 
representations as to the validity or sufficiency of this Certificate (other 
than the certificate of authentication herein), or of any Receivable or 
related document.

                                  ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto


PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE


(Please print or typewrite name and address, including postal zip code, 
of assignee)



the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing

________________________  Attorney  to  transfer  said
Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:


               _____________________________*

Signature Guaranteed:



               _____________________________*


* NOTICE: The signature to this assignment must correspond



                                  133



with the name as it appears upon the face of the within Certificate  in  
every particular, without  alteration, enlargement or any change whatever. 
Such signature must be guaranteed by a member firm of the New York Stock 
Exchange or a commercial bank or trust company.


                                  EXHIBIT B

                         FORM OF CLASS B CERTIFICATE


                SEE ATTACHED PAGES FOR CERTAIN DEFINITIONS

     THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF CERTAIN PAYMENTS TO THE 
CLASS A CERTIFICATES AS DESCRIBED IN THE  AGREEMENT REFERRED TO HEREIN.  IN 
ADDITION,  ALL DISTRIBUTIONS HEREON ARE SUBJECT TO THE PRIOR CLAIMS OF CERTAIN
PARTIES TO RECEIVE AMOUNTS ON DEPOSIT IN THE SPREAD ACCOUNT.

     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE 
IN RELIANCE UPON EXEMPTIONS  PROVIDED BY THE SECURITIES ACT AND SUCH STATE 
SECURITIES LAWS.  NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE 
UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 7.3 OF 
THE POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i) PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii)  IN  A  
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 
AND APPLICABLE STATE SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON 
WHO THE  TRANSFEROR  REASONABLY BELIEVES  IS  A  QUALIFIED INSTITUTIONAL 
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE 
THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND 
(C) UPON THE SATISFACTION OF CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE 
AGREEMENT. NEITHER THE SELLER, THE SERVICER, THE TRUST NOR THE TRUSTEE IS 
OBLIGATED TO REGISTER THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY 
APPLICABLE STATE SECURITIES LAWS.

      NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE



                                  134



MAY BE MADE UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A 
REPRESENTATION LETTER IN SUBSTANTIALLY THE FORM REQUIRED BY THE AGREEMENT 
REFERRED TO BELOW FROM THE TRANSFEREE OF THIS CERTIFICATE OR SUCH OTHER 
REPRESENTATIONS (OR AN OPINION OF COUNSEL) AS MAY BE APPROVED BY THE SELLER 
OR CS FIRST BOSTON CORPORATION, TO THE EFFECT THAT SUCH A TRANSFER MAY BE 
MADE PURSUANT TO AN EXEMPTION FROM THE SECURITIES  ACT,  INCLUDING RULE 144A 
THEREUNDER,  AND APPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE 
WILL NOT ACQUIRE THIS CERTIFICATE WITH THE ASSETS OF ANY "EMPLOYEE BENEFIT 
PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY 
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975(e)(1) OF THE INTERNAL 
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (B) IN THE CASE OF A TRANSFER 
TO AN INSURANCE COMPANY GENERAL ACCOUNT, EITHER (A) ABOVE OR, PURSUANT TO 
SECTION I OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60"), THE 
ACQUISITION AND HOLDING OF THE CERTIFICATE AND, PURSUANT TO SECTION III OF 
PTCE 95-60, THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST ARE, WITH 
RESPECT TO SUCH TRANSFEREE, EXEMPT FROM THE "PROHIBITED TRANSACTION" 
PROVISIONS OF ERISA AND THE CODE.



             AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A


                  ASSET BACKED CERTIFICATE, CLASS B


NUMBER
RB                       $____________

     THIS CERTIFIES THAT ____________ is the registered owner of a $_______ 
dollars nonassessable, fully-paid, fractional undivided interest in the 
AmeriCredit Automobile Receivables Trust 1996-A (the "Trust") formed by 
AmeriCredit Financial Services, Inc., a Delaware corporation  (the "Seller"). 
The Trust was created pursuant to a Pooling and Servicing Agreement dated as 
of February 12, 1996 (the "Agreement"), among AmeriCredit Financial Services, 
Inc. ("AmeriCredit"), as seller and servicer (the "Seller" or the "Servicer"),
and LaSalle National Bank, as Trustee (the "Trustee"), a summary of certain 
of the pertinent provisions of which is set forth below.

     Reference is made to the further provisions of this Class B Certificate 
set forth in the attached pages 3 through 7, which further provisions shall for
all purposes



                                  135



have the same effect as if set forth at this place. Unless the certificate of 
authentication hereon shall have been executed by an authorized signatory of 
the Trustee, by manual signature, this Class B Certificate shall not entitle 
the holder hereof to any benefit under the Agreement or be valid for any 
purpose. All capitalized terms not otherwise defined herein have the meanings 
assigned to them in the Agreement.

      IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its 
individual capacity has caused this Class B Certificate to be duly executed.

AMERICREDIT AUTOMOBILE
             RECEIVABLES TRUST 1996-A


By: LaSalle National
                  Bank, as Trustee


               By:
DATED: ___________, 1996

   This is one of the Class B Certificates referred
      to in the within-mentioned Agreement.

               LaSalle National Bank, as
Trustee


               By:___________________________

Authorized Signatory
     This Certificate evidences a fractional undivided interest in the Trust, 
as defined below, the property of which includes a pool of retail installment 
sale contracts secured by new and used automobiles and light duty trucks and 
sold to the Trust by the Seller. This Certificate does not represent an 
interest in or obligation of the Seller, in its individual capacity or as the 
Servicer or any of their respective  affiliates thereof, except to  the  
extent


                                  136



described below.

     To the extent not otherwise defined herein, the capitalized terms used 
herein have the meanings assigned to them in the Agreement. This Certificate 
is one of the duly authorized  Certificates designated  as  "Asset  Backed 
Certificates, Class B" (herein called  the  "Class  B Certificates").  Also 
issued under the  Agreement  are Certificates designated as "5.70% Asset 
Backed Certificates, Class A" (the "Class A Certificates").  The Class  B 
Certificates and the Class A Certificates are hereinafter collectively called 
the "Certificates."  This Class  B Certificate is issued under and is subject 
to the terms, provisions, and conditions of the Agreement, to which Agreement 
the holder of this Class B Certificate by virtue of the acceptance hereof 
assents and by which such holder is bound. The property of the Trust includes 
(as more fully de scribed in the Agreement) a pool of retail installment sale 
contracts for new and used automobiles and light duty trucks (the 
"Receivables"), certain monies due thereunder on or after February 12, 1996, 
security interests in the vehicles financed thereby, certain bank accounts 
and the proceeds thereof, property securing the Receivables and held by the 
Trustee, proceeds from claims on physical damage, credit life and disability 
insurance policies covering vehicles financed thereby and the obligors 
thereunder, all Collateral Insurance relating to the Receivables and the 
financed vehicles, certain rights against Dealers and in contracts with 
Dealers, all right, title and interest of the Seller in and to this Agreement 
and any and all proceeds of the foregoing.  The rights of the holders of the 
Class B Certificates to receive certain payments are subordinated to the 
rights of the holders of the Class A Certificates, as set forth in the 
Agreement. In addition, all distributions hereon are subject to the prior 
claims of certain parties to receive amounts on deposit in the Spread Account.

     Under the Agreement, on the 12th day of each month or, if such 12th day 
is not a Business Day, the next Business Day (the "Distribution Date"), 
commencing on April 12, 1996, the Class B Distributable Amount (as defined in 
the Agreement) will be applied as follows:


                                  137



     _     (A) to the Security Insurer, to the extent of any amounts owing 
to the Security Insurer under the Insurance Agreement and not paid, whether or
not AmeriCredit is also obligated to pay such amounts; and

     _     (B) to the Collateral Agent for deposit in the Spread Account the
remaining Available Funds; and

     Amounts will only be distributed to the Holder of the Class B 
Certificate as such amounts are released from the Spread Account.  However, 
for all purposes of the Agreement and for federal income tax purposes the 
full amount of the Class B Distributable Amount will be deemed distributed to 
the Class B Certificateholders on each Distribution Date, notwithstanding 
that all of such amount shall be turned over to the Security Insurer or 
deposited to the Spread Account on such Distribution Date.

     Amounts released from the Spread Account on such Distribution Date shall 
be paid to the person in whose name this Class B Certificate is registered at 
the close of business on the last day of the prior calendar month (the 
"Accounting Date").

     Except as otherwise provided in the Agreement, distributions on this 
Class B Certificate will be made by the Trustee by wire transfer (as provided 
in the Agreement), check or money order mailed to the Class B 
Certificateholder of  record  in the Certificate Register  without  the 
presentation or surrender of this Class B Certificate or the making of any 
notation hereon. Except as otherwise provided in the Agreement and 
notwithstanding the above, the final distribution on this Class B Certificate 
will be made after due  notice by the Trustee of the pendency of  such 
distribution and only upon presentation and surrender of this Class B 
Certificate at the office or agency maintained for that purpose by the 
Trustee in Chicago, Illinois.

     The Certificates do not represent an obligation of, or an interest in, 
the Seller, the Servicer, the Trustee or any affiliate of any of them. The 
Certificates are limited in right of payment to certain collections and 
recoveries  respecting the Receivables,  all  as  more 


                                  138



specifically set forth in the Agreement.  A copy of the Agreement may be 
examined during normal business hours at the principal office of the Seller, 
and at such other places,  if  any, designated by the Seller,  by  any 
Certificateholder upon request.

     The Agreement permits, with certain exceptions therein provided, the 
amendment thereof and the modification of the rights and obligations of the 
Seller and the rights of the Certificateholders under the Agreement at any 
time by the Seller and the Trustee with the consent of the Security Insurer 
and the Holders of Certificates, voting together as a Class, evidencing not 
less than a Certificate Majority. Any such consent by the Holder of this 
Certificate shall be conclusive and binding on such Holder and on all future 
Holders of this Certificate and of any Certificate issued upon the 
registration of transfer hereof or in exchange herefor or in lieu hereof 
whether or not notation of such consent is made upon this Certificate. The 
Agreement also permits  the  amendment thereof,  in  certain  limited 
circumstances, without the consent of the Holders of any of the Certificates. 
Notwithstanding the foregoing, however, no consent of any Class A 
Certificateholder or Class B Certificateholder shall be required in 
connection with any amendment in order for the Seller to sell, assign, 
transfer or otherwise dispose of the excess interest.

     As provided in the Agreement and subject to certain limitations set 
forth therein, the transfer of this Certificate is registrable in the 
Certificate Registrar upon surrender of this Certificate for registration of 
transfer at the offices or agencies maintained by the Trustee in its capacity 
as Certificate Registrar, or by any successor Certificate Registrar, in 
Chicago, Illinois, accompanied by a written instrument of transfer in form 
satisfactory to the Trustee and the Certificate Registrar duly executed by 
the holder hereof or such holder's attorney duly authorized in writing, and 
thereupon one or more new Certificates of authorized denominations evidencing 
the same  aggregate interest in the Trust will be issued to the designated 
transferee.

      The Class A Certificates and Class B Certificates



                                  139



are issuable only as registered Certificates without coupons in denominations 
of $1,000,000 and integral multiples of $1,000 in excess thereof; however, 
one Certificate of each such Class may be issued in a denomination 
representing or including any remaining portion of the original Class A 
Certificate Balance or the original Class B Certificate Balance, as the case 
may be. As provided in the Agreement and subject to certain limitations 
therein set forth, Certificates are exchangeable for new Certificates  of 
authorized denominations evidencing the same  aggregate denomination, as 
requested by the holder surrendering the same.  No service charge will be 
made for any  such registration of transfer or exchange, but the Trustee may 
require payment of a sum sufficient to cover any tax or governmental charges 
payable in connection therewith.

      Each Certificateholder by purchase of  the Certificates held by it 
acknowledges that the Trustee, as partial consideration of the issuance of 
the Policy, has agreed that the Security Insurer shall have certain rights 
hereunder for so long as no Insurer Default shall have occurred and be 
continuing. So long as an Insurer Default has occurred and is continuing, any 
provision giving the Security Insurer the right to direct, appoint or consent 
to, approve of, or take any action under this Agreement shall be inoperative 
during the period of such Insurer Default and such right shall instead vest 
in the Trustee acting at the direction of the Holders of Certificates.  The 
Security Insurer may disclaim any of its rights and powers under this 
Agreement (but not its duties and obligations under the Policy) upon delivery 
of a written notice to the Trustee. The Security Insurer may give or withhold 
any consent hereunder in its sole and absolute discretion.

     The Trustee, the Certificate Registrar, and any agent of the Trustee or 
the Certificate Registrar may treat the person in whose name this Class B 
Certificate is registered as the owner hereof for all purposes, and neither 
the Trustee, the Certificate Registrar, nor any such agent shall be affected 
by any notice to the contrary.

     The obligations and responsibilities created by the Agreement and the 
Trust created thereby shall terminate upon the payment to Certificateholders 
of all amounts required to be paid to them pursuant to the Agreement and the 
disposition of all property held as part of the Trust. The Servicer of the 
Receivables may at its option purchase the corpus of the Trust at a price 
specified in the Agreement, and such purchase of the Receivables and other 
property of the Trust will effect early retirement of the Certificates; 
however, such right of purchase is exercisable only as of the last day of any 
Collection Period as of which the Class A Certificate Balance is less than 
10% of the Cut-Off Date Class A Certificate Balance.

     The recitals contained herein (other than the certificate of 
authentication herein) shall be taken as the statements of the Seller or the 
Servicer, as the case may be, and the Trustee assumes no responsibility for 
the correctness thereof. The Trustee makes no representations as to the 
validity or sufficiency of this Certificate (other than the certificate of 
authentication herein), or of any Receivable or related document.



                                  140



                                  ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE



(Please print or typewrite name and address, including
postal zip code, of assignee)



the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing

________________________  Attorney  to  transfer  said
Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:


               _____________________________*

Signature Guaranteed:



               _____________________________*


* NOTICE: The signature to this assignment must correspond
with the name as it appears upon the face of the within
Certificate  in  every particular, without  alteration,
enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange
or a commercial bank or trust company.



                                  141



                          EXHIBIT C

        FORM OF SERVICER'S CERTIFICATE







        POOLING AND SERVICING AGREEMENT
               
             RELATING TO
               
    AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 1996-A
               
               
              among
               
               
      AMERICREDIT FINANCIAL SERVICES, INC.
          as Seller and Servicer,
               
               
               
        AMERICREDIT RECEIVABLES CORP.,
      as Initial Class B Certificateholder
               
               
               and
               
               
          LASALLE NATIONAL BANK
   as Trustee, Backup Servicer and Collateral Agent
               
               
               
          ______________________
               
               
        Dated as of February 12, 1996
               
          ______________________





           TABLE OF CONTENTS

                            Page

ARTICLE I  DEFINITIONS                                                   1

      Section 1.1. Definitions                                           1
      Section 1.2. Usage of Terms                                        18
      Section 1.3. Calculations                                          18
      Section 1.4. Section References                                    18
      Section 1.5. Action by or Consent of   
      Certificateholders                                                 18
      Section 1.6. No Recourse                                           18
      Section 1.7. Material Adverse Effect                               19

ARTICLE II CREATION OF TRUST                                             19

      Section 2.1. Creation of Trust                                     19

ARTICLE III CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE;
   ORIGINAL ISSUANCE OF CERTIFICATES                                     19

      Section 3.1. Conveyance of Receivables                             19
      Section 3.2. Custody of Receivable Files                           20
      Section 3.3. Conditions to Issuance by Trust                       21
      Section 3.4. Representations and Warranties of Seller              21
      Section 3.5. Repurchase of Receivables Upon Breach of Warranty     23
      Section 3.6.             [Reserved]                                24
      Section 3.7.Collecting Lien Certificates Not Delivered on the
      Closing Date                                                       24
      Section 3.8.Trustee's Assignment of Administrative Receivables
      and Warranty Receivables                                           24

ARTICLE IV ADMINISTRATION AND SERVICING OF RECEIVABLES                   24
      Section 4.1. Duties of the Servicer.                               24
      Section 4.2. Collection of Receivable Payments; Modifications of
      Receivables; Lockbox Agreements                                    25
      Section 4.3. Realization Upon Receivables                          28
      Section 4.4. Insurance                                             29
      Section 4.5. Maintenance of Security Interests in Vehicles         31
      Section 4.6. Covenants, Representations, and Warranties of
      Servicer                                                           32
      Section 4.7. Purchase of Receivables Upon Breach of Covenant       34
      Section 4.8. Total Servicing Fee; Payment of Certain Expenses by
      Servicer; Compensating Interest                                    35
      Section 4.9. Servicer's Certificate                                35
      Section 4.10. Annual Statement as to Compliance, Notice of
      Servicer Termination Event                                         36
      Section 4.11. Annual Independent Accountants' Report               37
      Section 4.12. Access to Certain Documentation and Information
      Regarding Receivables                                              37
      Section 4.13. Monthly Tape                                         37
      Section 4.14. Retention and Termination of Servicer                38
      Section 4.15. Fidelity Bond and Errors and Omissions Policy.       39




ARTICLE V  DISTRIBUTIONS; STATEMENTS TO CERTIFICATE HOLDERS              39

      Section 5.1. Accounts                                              39
      Section 5.2. Collections                                           40
      Section 5.3. Application of Collections                            40
      Section 5.4. Additional Deposits                                   41
      Section 5.5. Distributions                                         41
      Section 5.6. Net Deposits                                          43
      Section 5.7. Statements to Certificate holders                     43
      Section 5.8. Optional Deposits by the Security Insurer             45

ARTICLE VI THE SPREAD ACCOUNT AND THE POLICY; COVENANTS OF THE INITIAL
   CLASS B CERTIFICATEHOLDER                                             45

      Section 6.1. Initial Purchase; Spread Account                      45
      Section 6.2. Policy                                                45
      Section 6.3. Withdrawals from Spread Account                       45
      Section 6.4. Claims Under Policy                                   46
      Section 6.5. Preference Claims; Direction of Proceedings           47
      Section 6.6. Surrender of Policy                                   48
      Section 6.7. Special Purpose Entity                                48
      Section 6.8. Restrictions on Liens                                 49
      Section 6.9. Creation of Indebtedness; Guarantees                  49
      Section 6.10. Other Activities                                     49

ARTICLE VII THE CERTIFICATES                                             50

      Section 7.1. The Certificates                                      50
      Section 7.2. Authentication of Certificates                        50
      Section 7.3. Registration of Transfer and
                   Exchange of Certificates                              51
      Section 7.4. Mutilated, Destroyed, Lost
                   or Stolen Certificates                                53
      Section 7.5. Persons Deemed Owners                                 54
      Section 7.6. Access to List of Certificateholders' 
                   Names and Addresses                                   54
      Section 7.7. Maintenance of Office or Agency                       54
      Section 7.8. Affiliated Group May Own Certificates                 54

ARTICLE VIII                   THE SELLER                                55

      Section 8.1. Liability of Seller.                                  55
      Section 8.2. Merger or Consolidation of, or Assumption of the
      Obligations of Seller; Amendment of Certificate of 
       Incorporation                                                     55
      Section 8.3. Limitation on Liability of 
      Seller and Others                                                  55




ARTICLE IX THE SERVICER                                                  56

      Section 9.1. Liability of Servicer; Indemnities                    56
      Section 9.2. Merger or Consolidation of, or Assumption of the
      Obligations of the Servicer or Backup Servicer                     57
      Section 9.3. Limitation on Liability of Servicer, Backup 
      Servicer and Others                                                58
      Section 9.4. Delegation of Duties                                  58
      Section 9.5. Servicer and Backup Servicer Not to Resign            59

ARTICLE X  SERVICER TERMINATION EVENTS                                   60

      Section 10.1.  Servicer Termination Event                          60
      Section 10.2. Consequences of a Servicer Termination Event         61
      Section 10.3. Appointment of Successor                             62
      Section 10.4. Notification to Certificateholders                   63
      Section 10.5. Waiver of Past Defaults                              63

ARTICLE XI THE TRUSTEE                                                   64

      Section 11.1. Duties of Trustee                                    64
      Section 11.2. Trustee's Assignment of Administrative Receivables
      and Warranty Receivables                                           65
      Section 11.3. Certain Matters Affecting the Trustee                66
      Section 11.4. Trustee Not Liable for Certificates or 
      Receivables                                                        67
      Section 11.5. Trustee May Own Certificates                         68
      Section 11.6. Trustee's Fees and Expenses; Indemnification         68
      Section 11.7. Eligibility Requirements for Trustee                 69
      Section 11.8. Resignation or Removal of Trustee                    69
      Section 11.9. Successor Trustee                                    70
      Section 11.10. Merger or Consolidation of Trustee                  71
      Section 11.11. Appointment of Co-Trustee or Separate Trustee       71
      Section 11.12. Representations and Warranties of Trustee           72
      Section 11.13. Tax Returns                                         73
      Section 11.14. Trustee May Enforce Claims Without Possession
      of Certificates                                                    73
      Section 11.15. Suit for Enforcement                                73
      Section 11.16. Rights to Direct Trustee                            74




ARTICLE XII TERMINATION                                                  74

      Section 12.1. Termination of the Trust                             74
      Section 12.2. Optional Purchase of All Receivables                 75

ARTICLE XIII            MISCELLANEOUS PROVISIONS                         76

      Section 13.1. Amendment                                            76
      Section 13.2. Protection of Title to Trust                         77
      Section 13.3. Limitation on Rights of Certificateholders           79
      Section 13.4. Governing Law                                        80
      Section 13.5. Severability of Provisions                           80
      Section 13.6. Assignment                                           80
      Section 13.7. Certificates Nonassessable
      and Fully Paid                                                     80
      Section 13.8. Third-Party Beneficiaries                            81
      Section 13.9. Financial Security as Controlling Party              81
      Section 13.10. Counterparts                                        81
      Section 13.11. Notices                                             81
      Section 13.12. Successors and Assigns                              82

             SCHEDULES

Schedule A  Schedule of Receivables

Schedule B  Representations and Warranties of
     Americredit

Schedule C  Servicing Policies and Procedures

             EXHIBITS

Exhibit A   Form of Class A Certificate

Exhibit B   Form of Class B Certificate

Exhibit C   Form of Servicer's Certificate