Security and Collateral Agent Agreement - Credit Suisse First Boston, Bankers Trust Co., AmeriCredit Financial Services Inc. and AFS Funding Corp.


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                     SECURITY AND COLLATERAL AGENT AGREEMENT

                                      AMONG

                           CREDIT SUISSE FIRST BOSTON,
                                NEW YORK BRANCH,
                                    AS AGENT,

                             BANKERS TRUST COMPANY,
                           AS LENDER COLLATERAL AGENT

                      AMERICREDIT FINANCIAL SERVICES, INC.,

                                       AND

                                AFS FUNDING CORP.,

                                   AS BORROWER

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

                          Dated as of October 14, 1999

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

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                                TABLE OF CONTENTS



                                                                                                               PAGE
                                                                                                               ----
                                                                                                            
SECTION 1  DEFINITIONS............................................................................................1


SECTION 2  APPOINTMENT OF LENDER COLLATERAL AGENT.................................................................7


SECTION 3  BORROWER'S GRANT OF SECURITY INTEREST..................................................................8


SECTION 4  BORROWER REMAINS LIABLE................................................................................9


SECTION 5  COVENANTS OF ACFS REGARDING THE COLLATERAL.............................................................9


SECTION 6  DISTRIBUTIONS.........................................................................................12


SECTION 7  THE COLLATERAL ACCOUNT; INVESTMENTS...................................................................17


SECTION 8  FEES AND EXPENSES.....................................................................................19


SECTION 9  REPRESENTATIONS AND WARRANTIES OF THE LENDER COLLATERAL AGENT.........................................20


SECTION 10  RESIGNATION BY AND REMOVAL OF THE LENDER COLLATERAL AGENT; SUCCESSOR LENDER COLLATERAL AGENT.........20


SECTION 11  INDEMNITY............................................................................................21


SECTION 12  LIMITATIONS OF LIABILITY.............................................................................21


SECTION 13  TERM OF AGREEMENT....................................................................................23


SECTION 14  NOTICES..............................................................................................23


SECTION 15  GOVERNING LAW; VENUE; CONSENT TO JURISDICTION........................................................24


SECTION 16  ASSIGNMENT...........................................................................................24


SECTION 17  COUNTERPARTS.........................................................................................24


SECTION 18  HEADINGS.............................................................................................24

                                        i



                                TABLE OF CONTENTS
                                   (continued)


SECTION 19  THIRD PARTY BENEFICIARIES............................................................................24


SECTION 20  CERTAIN REMEDIES.....................................................................................24


SECTION 21  LIMITED LIABILITY OF LENDER COLLATERAL AGENT.........................................................26


SECTION 22  SUBORDINATION........................................................................................26


SECTION 23  AMENDMENTS...........................................................................................27


                                        ii




                     SECURITY AND COLLATERAL AGENT AGREEMENT

         SECURITY AND COLLATERAL AGENT AGREEMENT dated as of October 14, 1999
among CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as administrative agent for
the Lenders (in such capacity, the 'AGENT'), BANKERS TRUST COMPANY, a New York
banking corporation (including any successor thereto, the 'LENDER COLLATERAL
AGENT'), AFS FUNDING CORP., a Nevada corporation (the 'BORROWER'), and
AMERICREDIT FINANCIAL SERVICES, INC., a Delaware corporation ('ACFS').

                              W I T N E S S E T H :

         WHEREAS, the Borrower has sold and contemplates selling, from time to
time, pools of receivables to various trusts which have issued or may issue
various series of notes or certificates (each a 'SERIES') which will be repaid
from the proceeds of, or represent an interest in, such pools of receivables;

         WHEREAS, a spread account has been, and it is contemplated that in
accordance with the terms of each future Series, shall be, established into
which the Borrower and/or AFS Funding Trust, a Delaware business trust which is
owned by the Borrower (the 'SPREAD ACCOUNT DEPOSITOR') has deposited, or shall
be obligated to deposit, certain moneys on or about the closing date for each
Series (each an 'INITIAL SPREAD ACCOUNT DEPOSIT', and collectively, the 'INITIAL
SPREAD ACCOUNT DEPOSITS');

         WHEREAS, in order to reduce the amount which the Spread Account
Depositor is obligated to advance as an Initial Spread Account Deposit with
respect to certain future Series, the Borrower intends to deposit certain moneys
on or about the closing date for each such Series (each a 'RCCA DEPOSIT', and
collectively, the 'RCCA DEPOSITS') in a replacement cash collateral account
(each, an 'RCCA', and collectively, the 'RCCAS') to provide credit support to
FSA (as defined herein) in connection with the insurance policies it has issued
and will issue with respect to the Series;

         WHEREAS, in order to fund the RCCAs, the Borrower has requested that
the Lenders establish a revolving line of credit to the Borrower providing for
Borrowings of up to $225,000,000 in the aggregate at any time outstanding;

         WHEREAS, upon the terms and conditions contained in the Credit
Agreement (as hereinafter defined) and the other Transaction Agreements, the
Lenders are willing to provide such a line of credit to the Borrower; and

         WHEREAS, ACFS will service each Series.

         NOW, THEREFORE, ACFS, the Borrower, the Lender Collateral Agent and the
Agent, intending to be legally bound, hereby agree as follows:

                  Section 1  DEFINITIONS. For all purposes of this Agreement, 
the following terms shall have the meanings set forth below and the following 
terms which are defined in the 



Uniform Commercial Code in effect in the State of New York from time to time 
are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, 
Farm Products, General Intangibles, Instruments, Inventory and Proceeds. 
Capitalized terms used herein but not otherwise defined shall have the 
meanings set forth in the Credit Agreement.

                  'ACCRUAL PERIOD' shall mean, with respect to any 
Distribution Date, the period from and including the previous Distribution 
Date (or, in the case of the first Distribution Date, from and including the 
Closing Date) through and including the day preceding such Distribution Date.

                  'ACFS' has the meaning specified in the PREAMBLE.

                  'ADVERSE CLAIM' has the meaning set forth in Section 
8-102(a)(1) of Revised Article 8.

                  'AGENT' has the meaning specified in the PREAMBLE.

                  'AGREEMENT' means this Security and Collateral Agent 
Agreement, as it may be amended, supplemented or otherwise modified from time 
to time.

                  'AVERAGE DAILY FUNDED PERCENTAGE' means, with respect to 
any Distribution Date, the average of the Funded Percentages with respect to 
each day in the Accrual Period ending on such Distribution Date.

                  'BORROWER' has the meaning specified in the PREAMBLE.

                  'BORROWER ACCOUNT COLLATERAL' has the meaning set forth in
Section 3.

                  'BORROWER AGREEMENTS' has the meaning set forth in Section 4.

                  'BORROWER COLLATERAL' has the meaning set forth in Section 3.

                  'CAPPED EXPENSES' means, at any time, costs and expenses 
due at such time (if any) to the Lender Collateral Agent under the 
Transaction Documents not in excess of $20,000 with respect to any 
Distribution Date.

                  'CERTIFICATED SECURITY' has the meaning set forth in 
Section 8-102(a)(4) of Revised Article 8.

                  'CLEARING CORPORATION' has the meaning set forth in Section 
8-102(a)(5) of Revised Article 8.

                                       -2-



                  'CLEARING CORPORATION SECURITY' means a 'Security' (as 
defined in Section 8-102(a)(15) of Revised Article 8) that is in the physical 
possession of, or registered in the name of, a Clearing Corporation or its 
nominee.

                  'COLLATERAL ACCOUNT' has the meaning set forth in Section 7.

                  'CONTROL': with respect to any Federal Book Entry Security, 
the LENDER COLLATERAL AGENT shall have obtained control if:

                  (i) the Lender Collateral Agent is a participant in the book
         entry system maintained by the Federal Reserve Bank that is acting as
         fiscal agent for the issuer of such Federal Book Entry Security, and
         such Federal Reserve Bank has indicated by book entry that such Federal
         Book Entry Security has been credited to the Lender Collateral Agent's
         securities account in such book entry system; or

                  (ii) the Lender Collateral Agent is registered solely in its
         name on the records of a Securities Intermediary as the person having a
         Security Entitlement in respect of such Federal Book Entry Security
         against such Securities Intermediary; and (b) the Securities
         Intermediary is a participant in the book entry system maintained by
         the Federal Reserve Bank that is acting as fiscal agent for the issuer
         of such Federal Book Entry Security; and (c) such Federal Reserve Bank
         has indicated by book entry that such Federal Book Entry Security has
         been credited to the Securities Intermediary's securities account in
         such book entry system.

                  'CREDIT AGREEMENT' means the Credit Agreement, dated as of 
October 14, 1999, among the Borrower, the Contingent Obligors, each 
Noncommitted Lender and Committed Lender party thereto, the Lender Collateral 
Agent and the Agent, as amended, extended or otherwise modified from time to 
time.

                  'DELIVERY': when used with respect to Borrower Account
Collateral, 'Delivery' means: 


                  (i) with respect to Physical Property, transfer thereof to the
         Lender Collateral Agent or its nominee or custodian by physical 
         delivery to the Lender Collateral Agent or its nominee or custodian
         endorsed to, or registered in the name of, the Lender Collateral Agent
         or its nominee or custodian or endorsed in blank;

                  (ii) with respect to a Certificated Security that will, upon
         compliance with the following procedures, be held by a person located
         in a Revised Article 8 Jurisdiction, transfer of such Certificated
         Security to the Lender Collateral Agent or its nominee or custodian by
         physical delivery to the Lender Collateral Agent or its nominee or
         custodian, endorsed to, or registered in the name of, the Lender
         Collateral Agent or its nominee or custodian or endorsed in blank; and

                                       -3-



                  (iii) with respect to any such Borrower Account Collateral
         that constitutes an Uncertificated Security (including any investments
         in money market mutual funds, but excluding any Federal Book Entry
         Security) and where the issuer thereof is organized in a Revised
         Article 8 Jurisdiction, (A) registration of the Lender Collateral Agent
         as the registered owner by the issuer, or (B) satisfaction of the
         requirements for obtaining 'control' pursuant to Section 8-106(c)(2) of
         Revised Article 8.

                  'DESIGNATED SERIES AMOUNT AVAILABLE' means, with respect to 
any Distribution Date and any Designated Series, the sum of (a) the 
Designated Series Investment Earnings for such Designated Series for such 
Distribution Date, (b) the Designated Series Spread Account Principal Release 
for such Designated Series for such Distribution Date and (c) the Designated 
Series Premium Disbursement.

                  'DESIGNATED SERIES INVESTMENT EARNINGS' means, with respect 
to any Distribution Date and any Designated Series, any investment income 
earned on amounts on deposit in the related Designated Series RCCA since the 
prior Distribution Date (or the Closing Date in the case of the first 
Distribution Date).

                  'DESIGNATED SERIES PREMIUM DISBURSEMENT' means, with 
respect to any Distribution Date and any Designated Series, any amount 
distributed pursuant to the related Designated Series Transaction Documents 
in respect of Facility Fees relating to the Borrowings used to fund the RCCA 
for such Series.

                  'DESIGNATED SERIES SPREAD ACCOUNT PRINCIPAL RELEASE' means, 
with respect to any Distribution Date and any Designated Series, any amounts 
other than Designated Series Investment Earnings paid or payable to the 
Borrower from amounts on deposit in the related Designated Series Spread 
Account or RCCA since the prior Distribution Date (or the Closing Date in the 
case of the first Distribution Date).

                  'ELIGIBLE ACCOUNT' means (i) a segregated trust account 
maintained with the Lender Collateral Agent or (ii) a segregated direct 
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. In either case, such depository institution or 
trust company shall have been approved by the Agent, acting in its 
discretion, by written notice to ACFS.

                  'ENTITLEMENT ORDER' has the meaning set forth in Section 
8-102(a)(8) of Revised Article 8.

                  'FEDERAL BOOK ENTRY SECURITY' means an obligation (i) 
issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or 
the Federal National Mortgage Association, or any other direct obligation of, 
or obligation fully guaranteed as to timely payment 

                                       -4-



or principal and interest by, the United States of America, that is a 
book-entry security held through the Federal Reserve System pursuant to 
Federal book entry regulations, and (ii) the perfection of a security 
interest in which is governed pursuant to federal regulations by Revised 
Article 8.

                  'FINANCIAL ASSET' has the meaning set forth in Section
8-102(a)(9) of Revised Article 8.

                  'FUNDED PERCENTAGE' means, with respect to any day, the 
percentage equivalent of a fraction, the numerator of which is the aggregate 
outstanding principal amount on deposit in all RCCAs and the denominator of 
which is the aggregate outstanding principal amount of all Advances on such 
day.

                  'INCREASED COSTS' means collectively, any increased cost, 
loss or liability owing to the Agent and/or any other Affected Party under 
Sections 2.11, 2.12 and 2.14 of the Credit Agreement.

                  'INDEMNITY AMOUNTS' means, collectively, all indemnity 
obligations and other amounts owing to the Agent, any Lender and/or any other 
Indemnified Party under Section 8.04 of the Credit Agreement (to the extent 
not paid by the Borrower).

                  'INITIAL SPREAD ACCOUNT DEPOSIT' has the meaning set forth 
in the recitals.

                  'INSTRUMENTS' has the meaning set forth in Section 
9-105(l)(i) of Revised Article 8.

                  'INVESTMENT PROPERTY' has the meaning set forth in Section 
9-115(1)(f) of Revised Article 8.

                  'LENDER COLLATERAL AGENT' has the meaning specified in the
PREAMBLE.

                  'NEGATIVE CARRY' means, with respect to any Distribution 
Date, the excess if any, of (i) the product of (A) the cost of funds with 
respect to all Advances accrued during the Accrual Period ending on such 
Distribution Date, i.e., (x) with respect to Base Rate Advances, the Federal 
Funds Rate, (y) with respect to Eurodollar Advances, LIBOR and (z) with 
respect to Commercial Paper Rate Advances, the cost of obtaining funds in the 
commercial paper market to fund such advances, and (B) the Average Daily 
Funded Percentage with respect to such Distribution Date over (ii) all 
Designated Series Investment Earnings with respect to such Distribution Date 
and with respect to all Designated Series.

                  'NONALLOCATED SERIES DISTRIBUTIONS' means, with respect to 
any Distribution Date, (i) all amounts paid or payable to the Borrower since 
the prior Distribution Date (or the Closing Date in the case of the first 
Distribution Date) with respect to all Series other than Designated 

                                       -5-



Series as to which any Designated Series Borrowing is outstanding, including, 
without limitation, any investment income earned on amounts on deposit in the 
related Spread Accounts and RCCAs during such period, amounts released from 
such Spread Accounts and RCCAs during such period, fees or other remuneration 
payable to the Borrower pursuant to the Borrower Agreements relating to such 
Series, and all property and monies deliverable to the Borrower upon 
termination of any such Series and (ii) all amounts (other than Designated 
Series Amounts Available) paid or payable to the Borrower since the prior 
Distribution Date (or the Closing Date in the case of the first Distribution 
Date) with respect to Designated Series as to which any Designated Series 
Borrowing is outstanding, including, without limitation, fees or other 
remuneration payable to the Borrower pursuant to the Borrower Agreements 
relating to such Series, and all property and monies deliverable to the 
Borrower upon termination of any such Series.

                  'NONALLOCATED AMOUNT AVAILABLE' means, with respect to any
Distribution Date, the sum of (a) Nonallocated Series Distributions and (b) all
Designated Series Amounts Available to be treated as a part of Nonallocated
Amount Available pursuant to Section 6(a).

                  'OBLIGATIONS' means all obligations (monetary or otherwise) 
of the Borrower to the Lenders, the Lender Collateral Agent, the Agent or any 
other Affected Party arising under or in connection with this Agreement, the 
Credit Agreement and each other Transaction Document.

                  'PHYSICAL PROPERTY' means personal property constituting 
Instruments, including bankers' acceptances, commercial paper, negotiable 
certificates of deposit and other obligations that are susceptible of 
physical delivery.

                  'RCCA' has the meaning set forth in the recitals.

                  'RCCA ACCOUNT COLLATERAL' means all of the following:

                                    (1) Each RCCA established pursuant to the
                           RCCA Agreement and all funds held in such RCCA and
                           all certificates and instruments, if any, from time
                           to time representing or evidencing such RCCA or such
                           funds,

                                    (2) all investments from time to time of
                           amounts in each RCCA established pursuant to the RCCA
                           Agreement, and all certificates and instruments, if
                           any, from time to time representing or evidencing
                           such investments,

                                    (3) all notes, certificates of deposit and
                           other instruments from time to time delivered to or
                           otherwise possessed by the RCCA Agent or any Secured
                           Party or any assignee or agent on behalf of the RCCA
                           Agent or any Secured Party in substitution for or in
                           addition to any of the then 

                                       -6-



                           existing RCCA Account Collateral, and

                                    (4) all interest, dividends, cash,
                           instruments and other property from time to time
                           received, receivable or otherwise distributed in
                           respect of or in exchange for any and all of the then
                           existing RCCA Account Collateral.

                  'RCCA DEPOSIT' has the meaning set forth in the recitals.

                  'REVISED ARTICLE 8' means UCC, Revised Article 8, 
Investment Securities (with conforming and miscellaneous amendments to 
Articles 1, 3, 4, 5, 9 and 10), 1994 Official Text, as adopted by the 
American Law Institute and the National Conference of Commissioners on 
Uniform State Laws. Unless the context requires otherwise, 'Revised Article 
8' means such version in the form in which it is adopted in the applicable 
jurisdiction.

                  'REVISED ARTICLE 8 JURISDICTION' means a jurisdiction which 
has adopted Revised Article 8.

                  'SECURED PARTIES' means, collectively, the Agent, each 
Lender, the LENDER COLLATERAL AGENT, each other Affected Party and their 
respective successors and assigns.

                  'SECURITIES ACCOUNT' has the meaning set forth in Section
8-501(a) of Revised Article 8.

                  'SECURITY ENTITLEMENT' has the meaning set forth in Section 
8-102(a)(17) of Revised Article 8.

                  'SECURITIES INTERMEDIARY' has the meaning set forth in 
Section 8-102(a)(14) of Revised Article 8.

                  'SERIES' has the meaning set forth in the recitals.

                  'UCC' means the Uniform Commercial Code as in effect in 
each relevant jurisdiction.

                  'UNCERTIFICATED SECURITY' has the meaning set forth in 
Section 8-102(a)(18) of Revised Article 8.

                  Section 2  APPOINTMENT OF LENDER COLLATERAL AGENT. Subject 
to the terms and conditions hereof, the Agent, on behalf of the Lenders and 
other Secured Parties, hereby appoints Bankers Trust Company, as Lender 
Collateral Agent hereunder, and Bankers Trust Company hereby accepts such 
appointment.

                                       -7-



                  Section 3  BORROWER'S GRANT OF SECURITY INTEREST. Subject 
only to the security interest of the collateral agent specified in the Spread 
Account Agreement for the benefit of the Designated Series Insurers and the 
related security holders, as more specifically set forth in the Subordination 
Agreement, as security for the prompt payment or performance in full when 
due, whether at stated maturity, by acceleration or otherwise, of all 
Obligations (including, without limitation, Advances, interest and other 
amounts at any time owing under the Credit Agreement), the Borrower hereby 
assigns and pledges to the Lender Collateral Agent, for the benefit of the 
Secured Parties, and grants to the Lender Collateral Agent, for the benefit 
of the Secured Parties, a perfected security interest in and lien upon, all 
of the Borrower's right, title and interest in and to the following, in each 
case whether now or hereafter existing or in which Borrower now has or 
hereafter acquires an interest and wherever the same may be located 
(collectively, the 'BORROWER COLLATERAL'):

                  (a)      the beneficial interest in the Spread Account
                           Depositor represented by the Class A Certificate
                           issued pursuant to the Trust Agreement;

                  (b)      all rights of the Borrower to profits, distributions
                           and proceeds from the beneficial interest described
                           in (a);

                  (c)      all of the following (the 'BORROWER ACCOUNT
                           COLLATERAL'):

                                    (1) the Collateral Account and all funds
                           held in the Collateral Account and all certificates
                           and instruments, if any, from time to time
                           representing or evidencing the Collateral Account or
                           such funds,

                                    (2) all investments from time to time of
                           amounts in the Collateral Account, and all
                           certificates and instruments, if any, from time to
                           time representing or evidencing such investments,

                                    (3) all Clearing Corporation Securities,
                           Certificated Securities, Uncertificated Securities,
                           Federal Book-Entry Securities, Security Entitlements,
                           Investment Property, notes, certificates of deposit
                           and other instruments from time to time delivered to
                           or otherwise possessed by the Lender Collateral
                           Agent or any Secured Party or any assignee, agent or
                           Securities Intermediary on behalf of the Lender
                           Collateral Agent or any Secured Party in substitution
                           for or in addition to any of the then existing
                           Borrower Account Collateral, and

                                    (4) all interest, dividends, cash,
                           instruments and other property from time to time
                           received, receivable or otherwise distributed in
                           respect of or in exchange for any and all of the then
                           existing Borrower Account Collateral;

                                       -8-



                  (d)      all additional property that may from time to time
                           hereafter be granted and pledged by the Borrower or
                           by anyone on its behalf under this Agreement,
                           including the deposit with the Lender Collateral
                           Agent of additional moneys by the Borrower;

                  (e)      all Security Accounts, Accounts, all Chattel Paper,
                           all Documents, all Equipment, all General
                           Intangibles, all Instruments and all Inventory of the
                           Borrower;

                  (f)      the RCCA Account Collateral;

                  (g)      all Proceeds, accessions, substitutions, rents and
                           profits of any and all of the foregoing Borrower
                           Collateral (including proceeds that constitute
                           property of the types described in PARAGRAPHS (a)
                           through (f) above) and, to the extent not otherwise
                           included, all payments under insurance (whether or
                           not the Lender Collateral Agent or a Secured Party or
                           any assignee or agent on behalf of the Lender
                           Collateral Agent or a Secured Party is the loss payee
                           thereof) or any indemnity, warranty or guaranty 
                           payable by reason of loss or damage to or otherwise
                           with respect to any of the foregoing Borrower 
                           Collateral.

                  Section 4  BORROWER REMAINS LIABLE. Notwithstanding anything 
in this Agreement, (a) except to the extent of ACFS's duties under the Credit 
Agreement and this Agreement, the Borrower shall remain liable under the RCCA 
Agreement and the Series Transaction Documents (the 'BORROWER AGREEMENTS') to 
perform all of its duties and obligations thereunder to the same extent as if 
this Agreement had not been executed, (b) the exercise by a Secured Party or 
the Lender Collateral Agent of any of its rights under this Agreement or the 
Credit Agreement shall not release the Borrower or ACFS from any of their 
respective duties or obligations under the Borrower Agreements or other 
agreements included in the Borrower Collateral, (c) the Agent, the Secured 
Parties and the Lender Collateral Agent shall not have any obligation or 
liability under the Borrower Agreements or other agreements included in the 
Borrower Collateral by reason of this Agreement or the Credit Agreement, and 
(d) neither the Agent, the Lender Collateral Agent nor any of the Secured 
Parties shall be obligated to perform any of the obligations or duties of the 
Borrower or ACFS under the Borrower Agreements or other agreements included 
in the Borrower Collateral or to take any action to collect or enforce any 
claim for payment assigned under this Agreement.

                  Section 5  COVENANTS OF ACFS REGARDING THE COLLATERAL.

         (a) OFFICES AND RECORDS. ACFS shall cause the Borrower to keep its 
chief place of business and chief executive offices and the office where it 
keeps its records at the location specified in SECTION 4.01 of the Credit 
Agreement or, upon 30 days prior written notice to the Agent and the Lender 
Collateral Agent, at such other location in a jurisdiction where all action

                                       -9-





required by SECTION 5(d) shall have been taken with respect to the Borrower 
Collateral. ACFS will permit, and will cause the Borrower to permit, 
representatives of the Agent and the Lender Collateral Agent at any time and 
from time to time during normal business hours (i) to inspect and make copies 
of and abstracts from such records, and (ii) to visit the properties of the 
Borrower or ACFS utilized in connection with the servicing of the Series for 
the purpose of examining such records, and to discuss matters relating to the 
Series or the Borrower's or ACFS' performance under this Agreement and the 
other Transaction Documents with any officer or employee of the Borrower or 
ACFS having knowledge of such matters, PROVIDED that the Person seeking such 
information has given the Borrower or ACFS prior written notice of its intent 
to inspect or visit and PROVIDED, FURTHER that no such Person shall so 
inspect or visit the Borrower or ACFS more frequently than once per quarter 
unless a Facility Maturity Event has occurred and is continuing. ACFS agrees 
to render, and to cause the Borrower to render, to the Agent and the Lender 
Collateral Agent such clerical and other assistance as may be reasonably 
requested with regard to the foregoing. ACFS shall cause the Borrower not to 
change its name, identity or corporate structure to such an extent that any 
financing statement filed by the Lender Collateral Agent in connection with 
this Agreement would become seriously misleading, unless it shall have given 
the Lender Collateral Agent and the Agent at least 30 days' prior written 
notice of such change.

         (b) PERFORMANCE OF BORROWER AGREEMENTS. ACFS shall cause the 
Borrower to (i) perform and observe all the terms and provisions of the 
Borrower Agreements to be performed or observed by it, maintain the Borrower 
Agreements in full force and effect, enforce the Borrower Agreements in 
accordance with their terms and take all such action to such end as may be 
from time to time requested by the Agent and (ii) upon request of the Agent, 
make to any other party to the BORROWER AGREEMENTS such demands and requests 
for information and reports or for action as the Borrower is entitled to make 
under the Borrower Agreements. 

         (c) NOTICE OF MATERIAL ADVERSE CLAIM. ACFS shall advise, and shall 
cause the Borrower to advise, the Agent and the Lender Collateral Agent 
promptly, in writing and in reasonable detail, (i) of any material Lien, 
other than a Permitted Lien, known to it made or asserted against any of the 
Borrower Collateral, and (ii) of the occurrence of any event which would have 
a material adverse effect on the aggregate value of the Borrower Collateral 
or on the assignments and security interests granted by the Borrower in this 
Agreement.

         (d) Further Assurances; Financing Statements.

                                    (1) ACFS agrees that at any time and from
                           time to time, at its expense, it shall promptly
                           execute and deliver, or cause the Borrower to execute
                           and deliver, all further instruments and documents,
                           and take all reasonable further action, that may be
                           necessary or desirable or required by applicable law
                           or that the Lender Collateral Agent or the Agent may
                           request to perfect and protect the assignments and
                           security interests granted or purported to be granted
                           by this Agreement or to enable the 

                                       -10-



                           Lender Collateral Agent or any of the Secured Parties
                           to exercise and enforce its rights and remedies under
                           this Agreement with respect to any Borrower 
                           Collateral. Without limiting the generality of the 
                           foregoing, ACFS shall cause the Borrower to execute
                           and file such financing or continuation statements, 
                           or amendments thereto, and such other instruments or
                           notices as may be necessary or desirable or required
                           by applicable law or that the Lender Collateral Agent
                           or the Agent may reasonably request to protect and 
                           preserve the assignments and security interests 
                           granted by this Agreement. On the Closing Date, ACFS
                           will cause the Borrower to deliver to Bank One, N.A.
                           all certificates representing a beneficial interest 
                           in the Spread Account Depositor together with stock
                           powers executed in blank.

                                    (2) The Borrower and each Secured Party
                           hereby severally authorize the Lender Collateral
                           Agent, upon receipt of written direction from the
                           Agent, to execute for filing by the Agent one or more
                           financing or continuation statements, and amendments
                           thereto, relating to all or any part of the Borrower
                           Collateral without the signature of the Borrower or
                           the Secured Parties where permitted by law. A carbon,
                           photographic or other reproduction of this Agreement
                           or any financing statement covering the Borrower
                           Collateral or any part thereof shall be sufficient as
                           a financing statement where permitted by law. The
                           Agent will promptly send to the Borrower any
                           financing or continuation statements thereto which it
                           files without the signature of the Borrower and will
                           promptly send to each Secured Party and the Borrower,
                           as the case may be, any financing or continuation
                           statements thereto which it files without the
                           signature of the Secured Parties except, in the case
                           of filings of copies of this Agreement as financing
                           statements, the Agent will promptly send the Borrower
                           and each Secured Party, as the case may be, the
                           filing or recordation information with respect
                           thereto.

                                    (3) ACFS shall furnish, and shall cause the
                           Borrower to furnish, to the Lender Collateral Agent
                           and the Agent from time to time such statements and
                           schedules further identifying and describing the
                           Borrower Collateral and such other reports in
                           connection with the Borrower Collateral as the Agent
                           may reasonably request, all in reasonable detail.

         (e) OPINIONS AS TO COLLATERAL. Not more than 90 days nor less than 
30 days prior to (i) each May 1, commencing May 1, 2000, during the term of 
this Agreement and (ii) each date on which the Borrower proposes to take any 
action contemplated by Section 6.05 of the RCCA Agreement the Borrower shall, 
at its own cost and expense, furnish to the Agent and the Lender Collateral 
Agent an opinion of counsel either (a) stating that, in the opinion of such 
counsel, such 

                                       -11-



action has been taken with respect to the execution and filing of any 
financing statements and continuation statements and other actions as are 
necessary to perfect, maintain and protect the lien and security interest of 
the Lender Collateral Agent (and the priority thereof), with respect to the 
Borrower Collateral against all creditors of and purchasers from the Borrower 
and reciting the details of such action, or (b) stating that, in the opinion 
of such counsel, no such action is necessary to maintain such perfected lien 
and security interest. Such opinion of counsel shall further describe each 
execution and filing of any financing statements and continuation statements 
and such other actions as will, in the opinion of such counsel, be required 
to perfect, maintain and protect the lien and security interest of the Lender 
Collateral Agent with respect to the Borrower Collateral against all 
creditors of and purchasers from the Borrower for a period, specified in such 
opinion, continuing until a date not earlier than eighteen months from the 
date of such opinion.

         (f) NON-INTERFERENCE. The Borrower shall not (i) waive or alter any 
of its rights under the Borrower Collateral (or any agreement or instrument 
relating thereto) without the prior written consent of the Agent; or (ii) 
fail to pay any tax, assessment, charge or fee levied or assessed against the 
Borrower Collateral, or to defend any action, if such failure to pay or 
defend may adversely affect the priority or enforceability of the Borrower's 
right, title or interest in and to the Borrower Collateral or the Lender 
Collateral Agent's lien on, and security interest in, the Borrower 
Collateral; or (iii) take any action, or fail to take any action, if such 
action or failure to take action, will interfere with the enforcement of any 
rights hereunder.

                  Section 6  DISTRIBUTIONS.

         (a) On each Distribution Date, the Lender Collateral Agent shall 
distribute, in accordance with written instructions from ACFS delivered to 
the Lender Collateral Agent at least one (1) Business Day prior to such 
Distribution Date:

                  (i) from the Designated Series Premium Disbursement, if any,
         for such Distribution Date for each Designated Series as to which any
         Designated Series Borrowing remains outstanding, (A) FIRST, to the
         Agent, on behalf of itself and the Liquidity Lenders and the Conduit
         Lenders, the Liquidity/Conduit Lenders Facility Fees accrued with
         respect to the related Designated Series Borrowing during the Accrual
         Period with respect to such Distribution Date (and any
         Liquidity/Conduit Lenders Facility Fees accrued with respect to the
         related Designated Series Borrowing with respect to any prior Accrual
         Period to the extent not paid pursuant to this Section 6(a)(i)(A) on a
         prior Distribution Date), (B) SECOND, to the Agent, on behalf of itself
         and the Lenders, the Credit Support Providers Facility Fees and the
         Non-Contingent Lenders Facility Fees accrued with respect to the
         related Designated Series Borrowing during the Accrual Period with
         respect to such Distribution Date (and any Credit Support Providers
         Facility Fees and Non-Contingent Lenders Facility Fees accrued with
         respect to the related Designated Series Borrowing with respect to any
         prior Accrual Period to the extent not paid pursuant to this Section
         6(a)(i)(B) on a prior Distribution Date) and 

                                       -12-



         (C) THIRD, to the extent of any remaining Designated Series Premium 
         Disbursement, to be treated as part of the Nonallocated Amount 
         Available and applied pursuant to Section 6(b) or (c);

                  (ii) from the Designated Series Investment Earnings, if any,
         for such Distribution Date for each Designated Series as to which any
         Designated Series Borrowing remains outstanding, (A) FIRST, to the
         Agent, on behalf of itself and the Lenders, the interest accrued with
         respect to the related Designated Series Borrowing during the Accrual
         Period with respect to such Distribution Date (and any interest accrued
         with respect to the related Designated Series Borrowing with respect to
         any prior Accrual Period to the extent not paid pursuant to this
         Section 6(a)(ii) on a prior Distribution Date) and (B) SECOND, to the
         extent of any remaining Designated Series Investment Earnings, to be
         treated as part of the Nonallocated Amount Available and applied
         pursuant to Section 6(b) or (c); and

                  (iii) from the Designated Series Spread Account Principal
         Release, if any, for such Distribution Date for each Designated Series
         as to which any Designated Series Borrowing remains outstanding, (A)
         FIRST, to the Agent, on behalf of itself and the Lenders, to reduce
         such Designated Series Borrowing by the amount of such Designated
         Series Spread Account Principal Release with respect to such Designated
         Series with respect to such Distribution Date and (B) SECOND, to the
         extent of any remaining Designated Series Spread Account Principal
         Release, to be treated as part of the Nonallocated Amount Available and
         applied pursuant to Section 6(b) or (c).

         (b) On each Distribution Date prior to the Facility Maturity Date or 
an Event of Early Amortization, the Lender Collateral Agent shall distribute, 
from the amounts available in the Collateral Account, in accordance with 
written instructions from ACFS delivered to the Lender Collateral Agent at 
least one (1) Business Day prior to such Distribution Date, the Nonallocated 
Amount Available, if any, for such Distribution Date in the following order 
of priority:

                  (i) FIRST, to the extent not previously paid by ACFS or
         otherwise by or on behalf of the Borrower to the Lender Collateral
         Agent, the Capped Expenses;

                  (ii) SECOND, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(i)(A), to the Agent, on behalf of itself and
         the Liquidity Lender and the Conduit Lenders, the Liquidity/Conduit
         Lenders Facility Fees (as defined in the Fee Letter) accrued with
         respect to all Designated Series Borrowings during the Accrual Period
         with respect to such Distribution Date (and any Liquidity/Conduit
         Lenders Facility Fees accrued with respect to all Designated Series
         Borrowings with respect to any prior Accrual Period to the extent not
         paid pursuant to Section 6(a)(i)(A) or this Section 6(b)(ii) on a prior
         Distribution Date);

                                       -13-



                  (iii) THIRD, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(ii), to the Agent, on behalf of itself and the
         Liquidity Lenders and Conduit Lenders, the interest (other than
         Negative Carry) accrued with respect to all Designated Series
         Borrowings held by such Lenders during the Accrual Period with respect
         to such Distribution Date (and any interest (other than Negative Carry)
         accrued with respect to all Designated Series Borrowings held by such
         Lenders with respect to any prior Accrual Period to the extent not paid
         pursuant to Section 6(a)(ii) or this Section 6(b)(iii) on a prior
         Distribution Date) , PROVIDED that for purposes of determining the
         interest payable pursuant to this clause THIRD only, interest accrued
         on Base Rate Advances shall be deemed to have accrued at the Federal
         Funds Rate rather than the Alternate Base Rate and interest accrued on
         Advances at the Default Rate shall be deemed to have accrued at (x)
         with respect to Base Rate Advances, the Federal Funds Rate, (y) with
         respect to Eurodollar Rate Advances, LIBOR, and (z) with respect to
         Commercial Paper Rate Advances, the cost of obtaining funds in the
         commercial paper market to fund such Advances;

                  (iv) FOURTH, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(i)(B), to the Agent, on behalf of itself and
         the Lenders, the Credit Support Provider Facility Fees and
         Non-Contingent Lenders Facility Fees (each as defined in the Fee
         Letter) accrued with respect to all Designated Series Borrowings during
         the Accrual Period with respect to such Distribution Date (and any
         Credit Support Provider Facility Fees and Non-Contingent Lenders
         Facility Fees accrued with respect to all Designated Series Borrowings
         with respect to any prior Accrual Period to the extent not paid
         pursuant to Section 6(a)(i)(B) or this Section 6(b)(iv) on a prior
         Distribution Date);

                  (v) FIFTH, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(ii) or 6(b)(iii), to the Agent, on behalf of
         itself and the Lenders, the interest (other than Negative Carry)
         accrued with respect to all Designated Series Borrowings during the
         Accrual Period with respect to such Distribution Date (and any interest
         (other than Negative Carry) accrued with respect to all Designated
         Series Borrowings with respect to any prior Accrual Period to the
         extent not paid pursuant to Section 6(a)(ii), Section 6(b)(iii) or this
         Section 6(b)(v) on a prior Distribution Date);

                  (vi) SIXTH, to the Agent, on behalf of itself and the Lenders,
         the Commitment Fees accrued during the Accrual Period with respect to
         such Distribution Date (and any Commitment Fees accrued with respect to
         any prior Accrual Period to the extent not paid pursuant to Section
         6(b)(vi) on a prior Distribution Date);

                  (vii) SEVENTH, to the Agent, on behalf of the Lenders, with
         respect to each Designated Series as to which the aggregate amount of
         funds in the RCCA Account with respect to such Series is less than the
         outstanding principal amount of the Designated Series Borrowing to fund
         such RCCA Account, to reduce the principal amount of such Designated
         Series by the amount of such deficiency;

                                       -14-



                  (viii) EIGHTH, to the Agent, on behalf of the Lenders, with
         respect to each Designated Series as to which the entire outstanding
         principal amount of any Designated Series Borrowing has not been repaid
         in full on the related Designated Series Amortization Date, the amount
         due with respect thereto pursuant to Section 2.05(d) of the Credit
         Agreement;

                  (ix) NINTH, to the Agent, on behalf of itself and the Lenders,
         any Negative Carry accrued with respect to all Designated Series
         Borrowings during the Accrual Period with respect to such Distribution
         Date (and any Negative Carry accrued with respect to all Designated
         Series Borrowings with respect to any prior Accrual Period to the
         extent not paid pursuant to Section 6(b)(x) on a prior Distribution
         Date);

                  (x) TENTH, to the Agent, for the benefit of the Affected
         Parties, any Increased Costs then due and owing, and, to the extent not
         previously paid by or on behalf of the Borrower, to each Indemnified
         Party, any Indemnity Amounts then due and owing to each such
         Indemnified Party;

                  (xi) ELEVENTH, to the extent not previously paid pursuant to
         clause FIRST above, to the Lender Collateral Agent, any costs and
         expenses due to the Lender Collateral Agent under the Transaction
         Documents; and

                  (xii) TWELFTH, to the Borrower, the remaining portion of the
         Nonallocated Amount Available.

         (c) On each Distribution Date on or after the Facility Maturity Date 
or an Event of Early Amortization, the Lender Collateral Agent shall 
distribute, from the amounts available in the Collateral Account, in 
accordance with written instructions from ACFS (or if ACFS is no longer the 
Servicer with respect to any Series, the Administrative Agent) delivered to 
the Lender Collateral Agent at least one (1) Business Day prior to such 
Distribution Date, or, if not delivered, upon the Agent's written direction, 
the Nonallocated Amount Available, if any, for such Distribution Date in the 
following order of priority:

                  (i) FIRST, to the extent not previously paid by ACFS or
         otherwise by or on behalf of the Borrower to the Lender Collateral
         Agent, the Capped Expenses and, to the extent not previously paid by
         ACFS or otherwise by or on behalf of the Borrower to the Lender
         Collateral Agent, any costs and expenses incurred by the Lender
         Collateral Agent in foreclosing on the Borrower Collateral at the
         direction of the Agent;

                  (ii) SECOND, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(i)(A), to the Agent, on behalf of itself and
         the Liquidity Lender and the Conduit Lenders, the Liquidity/Conduit
         Lenders Facility Fees (as defined in the Fee Letter) accrued with
         respect to all Designated Series Borrowings during the Accrual Period
         with respect to such Distribution Date (and any Liquidity/Conduit
         Lenders 

                                       -15-



         Facility Fees accrued with respect to all Designated Series Borrowings
         with respect to any prior Accrual Period to the extent not paid 
         pursuant to Section 6(a)(i)(A), Section 6(b)(ii) or this Section
         6(c)(ii) on a prior Distribution Date);

                  (iii) THIRD, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(ii), to the Agent, on behalf of itself and the
         Liquidity Lenders and Conduit Lenders, the interest (other than
         Negative Carry) accrued with respect to all Designated Series
         Borrowings held by such Lenders during the Accrual Period with respect
         to such Distribution Date (and any interest (other than Negative Carry)
         accrued with respect to all Designated Series Borrowings held by such
         Lenders with respect to any prior Accrual Period to the extent not paid
         pursuant to Section 6(a)(ii), Section 6(b)(iii) or this Section
         6(c)(iii) on a prior Distribution Date) , PROVIDED that for purposes of
         determining the interest payable pursuant to this clause THIRD only,
         interest accrued on Base Rate Advances shall be deemed to have accrued
         at the Federal Funds Rate rather than the Alternate Base Rate and
         interest accrued on Advances at the Default Rate shall be deemed to
         have accrued at(x) with respect to Base Rate Advances, the Federal
         Funds Rate, (y) with respect to Eurodollar Rate Advances, LIBOR, and
         (z) with respect to Commercial Paper Rate Advances, the cost of
         obtaining funds in the commercial paper market to fund such Advances;

                  (iv) FOURTH, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(i)(B), to the Agent, on behalf of itself and
         the Lenders, the Credit Support Provider Facility Fees and
         Non-Contingent Lenders Facility Fees (each as defined in the Fee
         Letter) accrued with respect to all Designated Series Borrowings during
         the Accrual Period with respect to such Distribution Date (and any
         Credit Support Provider Facility Fees and Non-Contingent Lenders
         Facility Fees accrued with respect to all Designated Series Borrowings
         with respect to any prior Accrual Period to the extent not paid
         pursuant to Section 6(a)(i)(B), Section 6(b)(iv) or this Section
         6(b)(iv) on a prior Distribution Date);

                  (v) FIFTH, to the extent not paid on such Distribution Date
         pursuant to Section 6(a)(ii) or 6(b)(iii), to the Agent, on behalf of
         itself and the Lenders, the interest (other than Negative Carry)
         accrued with respect to all Designated Series Borrowings during the
         Accrual Period with respect to such Distribution Date (and any interest
         (other than Negative Carry) accrued with respect to all Designated
         Series Borrowings with respect to any prior Accrual Period to the
         extent not paid pursuant to Section 6(a)(ii), Section 6(b)(v), Section
         6(c)(iii) or this Section 6(c)(v) on a prior Distribution Date);

                  (vi) SIXTH, to the Agent, on behalf of itself and the Lenders,
         the Commitment Fees accrued during the Accrual Period with respect to
         such Distribution Date (and any Commitment Fees accrued with respect to
         any prior Accrual Period to the extent not paid pursuant to Section
         6(b)(vi) or this Section 6(c)(vi) on a prior Distribution Date);

                                       -16-



                  (vii) SEVENTH, to the Agent, on behalf of the Lenders, the
         principal amount of all outstanding Borrowings;

                  (viii) EIGHTH, to the Agent, on behalf of itself and the
         Lenders, any Negative CarrY accrued with respect to all Designated
         Series Borrowings during the Accrual Period with respect to such
         Distribution Date (and any Negative Carry) accrued with respect to all
         Designated Series Borrowings with respect to any prior Accrual Period
         to the extent not paid pursuant to Section 6(b)(ix) or this Section
         6(c)(ix) on a prior Distribution Date);

                  (ix) NINTH, to the Agent, for the benefit of the Affected
         Parties, any Increased Costs then due and owing, and, to the extent not
         previously paid by or on behalf of the Borrower, to each Indemnified
         Party, any Indemnity Amounts then due and owing to each such
         Indemnified Party;

                  (x) TENTH, to the extent not previously paid pursuant to
         clause FIRST above, to the Lender Collateral Agent, any costs and
         expenses due to the Lender Collateral Agent under the Transaction
         Documents; and

                  (xi) ELEVENTH, to the Borrower, the remaining portion of the
         Nonallocated Amount Available.

                  Section 7  THE COLLATERAL ACCOUNT; INVESTMENTS.

         (a) On or prior to the Closing Date, the Borrower shall establish an 
account (the 'COLLATERAL ACCOUNT') in the name of the Lender Collateral Agent 
for the benefit of the Secured Parties. The Collateral Account shall be an 
Eligible Account which is a segregated non-interest bearing trust account 
initially established with the Lender Collateral Agent. If at any time the 
Collateral Account ceases to be an Eligible Account, the Agent may direct the 
Lender Collateral Agent in writing to transfer such account to another 
institution such that such account shall meet the requirements of an Eligible 
Account. ACFS shall cause amounts to be deposited into the Collateral Account 
as set forth in Section 5.01(y) of the Credit Agreement.

         (b) All amounts held in the Collateral Account shall, to the extent 
permitted by applicable laws, rules and regulations, be invested by the 
Lender Collateral Agent, as directed by ACFS in writing (or, if ACFS fails to 
provide such direction, amounts in the Collateral Account shall be invested 
in investments described in CLAUSE (d) of the definition of Cash 
Equivalents), in Cash Equivalents that mature not later than one Business Day 
prior to the next succeeding Distribution Date. The amounts held in the 
Collateral Account on the Business Day prior to each Distribution Date shall 
be invested by the Lender Collateral Agent in overnight or next-day funds in 
such Cash Equivalents reasonably available to the Lender Collateral Agent as 
may be acceptable to ACFS (which shall initially be the Lender Collateral 
Agent's Institutional Treasury Money Market Fund and, from time to time, 
shall include such other proprietary Cash 

                                       -17-



Equivalents of the Lender Collateral Agent) for the period of time from the 
Business Day prior to the Distribution Date until such Distribution Date. All 
income or other gains from investment of moneys on deposit in any such 
account shall be deposited by the Lender Collateral Agent in the applicable 
account immediately upon receipt. The taxpayer identification number 
associated with the Collateral Account shall be that of the Borrower and the 
Borrower shall report for Federal, state and local income tax purposes, the 
income, if any, represented by the Collateral Account. If any amounts are 
needed for disbursement from the Collateral Account and sufficient uninvested 
funds are not available therein to make such disbursement, the Lender 
Collateral Agent shall cause to be sold or otherwise converted to cash a 
sufficient amount of the investments in such account to make such 
disbursement upon the written direction of ACFS or, if ACFS shall fail to 
give such direction, upon the written direction of the Agent. Any such 
written direction shall certify that any such investment is authorized by 
this SECTION 7. Investments in Cash Equivalents shall be made in the name of 
the Lender Collateral Agent on behalf of the Secured Parties, and, except as 
specifically required above, such investments shall not be sold or disposed 
of prior to their maturity. Each and every investment of funds in any of the 
Collateral Account shall be made in Cash Equivalents held by a financial 
institution that is a Securities Intermediary in an account pursuant to an 
agreement with such financial institution, governed by the law of any 
jurisdiction which has adopted Revised Article 8, that requires such 
financial institution to (A) credit such Cash Equivalents to a Securities 
Account exclusively in the name of the Lender Collateral Agent, (B) comply 
with Entitlement Orders pertaining to such account originated by the Lender 
Collateral Agent without further consent of the Borrower, (C) not enter into 
any agreement which grants 'control' (as defined in Section 8-106 of Revised 
Article 8) of such account (or any interest or property therein) to any 
Person other than the Lender Collateral Agent, (D) subordinate any security 
interest, banker's lien, right of setoff or other similar right which such 
financial institution may have in such account to the interest of the Lender 
Collateral Agent and (E) expressly treat each item of property as a Financial 
Asset and such account as a Securities Account.

         Subject to the other provisions hereof, the Lender Collateral Agent 
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 Lender Collateral Agent or its agent, 
together with each document of transfer, if any, necessary to transfer title 
and a Security Entitlement free from any Adverse Claim to such investment to 
the Lender Collateral Agent in a manner that complies with this SECTION 7. 
All interest, dividends, gains upon sale and other income from, or earnings 
on, investments of funds in the Collateral Account shall be deposited in the 
Collateral Account and distributed pursuant to SECTION 6 hereof. If the 
Lender Collateral Agent is given written instructions to invest funds in the 
Collateral Account in investments other than investments of the type 
described in CLAUSE (d) of the definition of 'Cash Equivalents', the Person 
giving such instructions agrees to assist the Lender Collateral Agent in 
complying with the requirements herein with respect to such investments.

         (c) With respect to the Borrower Account Collateral:

                                       -18-



                  (i) any Borrower Account Collateral that is held in deposit
         accounts shall be held solely in the name of the Lender Collateral
         Agent in accounts which satisfy clause (ii) of the definition of
         Eligible Account; each such deposit account shall be subject to the
         exclusive custody, dominion and control of the Lender Collateral Agent,
         and the Lender Collateral Agent shall have sole signature authority
         with respect thereto;

                  (ii) any Borrower Account Collateral that constitutes Physical
         Property shall be delivered to the Lender Collateral Agent in
         accordance with paragraph (i) of the definition of 'Delivery' and shall
         be held, pending maturity or disposition, solely by the Lender
         Collateral Agent;

                  (iii) any Borrower Account Collateral that constitutes a
         Certificated Security that will, upon compliance with the procedures
         set forth in paragraph (ii) of the definition of 'Delivery,' be held by
         a Person located in a Revised Article 8 Jurisdiction shall be delivered
         to the Lender Collateral Agent in accordance with paragraph (ii) of the
         definition of 'Delivery' and shall be held, pending maturity or
         disposition, solely by the Lender Collateral Agent;

                  (iv) any such Borrower Account Collateral that constitutes an
         Uncertificated Security (including any investments in money market
         mutual funds, but excluding any Federal Book Entry Security) and where
         the issuer thereof is organized in a Revised Article 8 Jurisdiction,
         shall be delivered to the Lender Collateral Agent in accordance with
         paragraph (iii) of the definition of 'Delivery' and shall be
         maintained, pending maturity or disposition, through continued
         registration of the Lender Collateral Agent's (or its nominee's)
         ownership of such security; and

                  (v) with respect to any Borrower Account Collateral that
         constitutes a Federal Book Entry Security, the Lender Collateral Agent
         shall maintain and obtain Control over such property.

Effective upon Delivery of any Borrower Account Collateral in the form of 
Physical Property, book-entry securities or uncertificated securities, the 
Lender Collateral Agent shall be deemed to have represented that it has 
purchased such Borrower Account Collateral for value, in good faith and 
without actual notice of any adverse claim thereto.

         (d) The Borrower will cause all proceeds of Borrower Collateral to be
deposited in the Collateral Account and will promptly deposit any amounts it
receives in respect thereof in the Collateral Account.

                  Section 8  FEES AND EXPENSES. ACFS covenants and agrees to 
pay to the Lender Collateral Agent from time to time, and the Lender 
Collateral Agent shall be entitled to, the fees and expenses agreed in 
writing between ACFS and the Lender Collateral Agent, and will further pay or 
reimburse the Lender Collateral Agent upon its request for all reasonable 

                                       -19-





expenses, disbursements and advances incurred or made by the Lender 
Collateral Agent in accordance with any of the provisions hereof or any other 
documents executed in connection herewith (including the reasonable 
compensation and the reasonable expenses and disbursements of its counsel and 
of all persons not regularly in its employ). The obligations of ACFS under 
this Section 8 to compensate the Lender Collateral Agent and to pay or 
reimburse the Lender Collateral Agent for reasonable expenses, disbursements 
and advances shall survive the satisfaction and discharge of this Agreement 
or the earlier resignation or removal of the Lender Collateral Agent. When 
the Lender Collateral Agent incurs expenses or renders services in connection 
with proceedings under the Bankruptcy Code or any other applicable federal or 
state bankruptcy, insolvency or other similar law, or in case of any other 
comparable judicial proceedings relative to the Borrower, such expenses 
(including the fees and expenses of its counsel and agents) and the 
compensation for such services are intended to constitute expenses of 
administration under any bankruptcy law or law relating to creditors rights 
generally.

                  Section 9     REPRESENTATIONS AND WARRANTIES OF THE LENDER
COLLATERAL AGENT. The Lender Collateral Agent Lender Collateral Agent 
represents and warrants as of the date hereof that:

         (a) It is a banking corporation, validly existing and in good 
standing under the laws of the State of New York;

         (b) It has full power, authority and legal right to execute, deliver 
and perform this Agreement and the Credit Agreement and has taken all 
necessary action to authorize the execution, delivery and performance by it 
of this Agreement and the Credit Agreement;

         (c) The execution, delivery and performance by it of this Agreement 
and the Credit Agreement do not violate any provision of its corporate 
charter or by-laws;

         (d) This Agreement and the Credit Agreement have been duly 
authorized, executed and delivered by it and each constitutes its legal, 
valid and binding agreement, 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 general principles of equity.

                  Section 10    RESIGNATION BY AND REMOVAL OF THE LENDER 
COLLATERAL AGENT; SUCCESSOR LENDER COLLATERAL AGENT.

         (a) The Lender Collateral Agent may at any time resign and terminate 
its obligations under this Agreement upon at least 60 days prior written 
notice to the Agent and the Borrower. No resignation shall be effective until 
a successor Lender Collateral Agent shall have been appointed and accepted 
its appointment. Promptly after receipt of notice of the Lender Collateral 
Agent's proposed resignation, the Agent shall appoint, by written instrument, 
a successor collateral agent and notify the Borrower thereof. If a successor 
collateral agent is not appointed in accordance with the foregoing 
procedures, the Lender Collateral Agent may petition a court of 

                                       -20-



competent jurisdiction to appoint a successor collateral agent. One (1) 
original counterpart of such instrument of appointment shall be delivered to 
each of the Agent, the Lender Collateral Agent, the Borrower and the 
successor collateral agent.

         (b) The Agent, upon at least 60 days written notice to the Lender 
Collateral Agent (or, if such removal is for cause, such 60 day period may be 
decreased to no less than three Business Days by the Agent in its sole 
discretion), may remove and discharge the Lender Collateral Agent (or any 
successor collateral agent thereafter appointed) from the performance of its 
obligations under this Agreement. A copy of such notice shall be delivered to 
each other party hereto. Promptly after the giving of notice of removal of 
the Lender Collateral Agent, the Agent shall appoint, by written instrument, 
a successor collateral agent and notify the Borrower thereof. One (1) 
original counterpart of such instrument of appointment shall be delivered to 
each of the Agent, the Lender Collateral Agent, the Borrower and the 
successor collateral agent. No such removal shall become effective until all 
outstanding amounts due and owing to the Lender Collateral Agent are paid in 
full.

         (c) In the event of any such resignation or removal, the Lender 
Collateral Agent shall promptly transfer to the successor collateral agent, 
as directed in writing by the Agent, all accounts, funds and investments 
being administered under this Agreement and shall cooperate with the Agent, 
the Borrower and the successor collateral agent to facilitate the continued 
perfection and priority of the Lien granted for the benefit of the Secured 
Parties in the Borrower Collateral.

                  Section 11    INDEMNITY. ACFS agrees to indemnify and hold 
harmless the Lender Collateral Agent and its directors, officers, agents and 
employees against any and all claims, damages, losses, liabilities or 
expenses (including, but not limited to, reasonable attorneys' fees, court 
costs and costs of investigation) of any kind or nature whatsoever arising 
out of or in connection with this Agreement and the Transaction Documents 
that may be imposed upon, incurred by or asserted against the Lender 
Collateral Agent; PROVIDED, however, that this SECTION 11 shall not relieve 
the Lender Collateral Agent from liability for its willful misconduct or 
gross negligence, as conclusively determined by a court of competent 
jurisdiction beyond all applicable appeals. The provisions of this SECTION 11 
shall survive the resignation or removal of the Lender Collateral Agent or 
any successor Lender Collateral Agent and the termination of this Agreement.

                  Section 12    LIMITATIONS OF LIABILITY.

         (a) The Lender Collateral Agent shall not be liable to the Borrower, 
ACFS, the Agent, any Lender, any other Secured Party or any other Person with 
respect to any action taken or not taken by it in good faith in the 
performance of its obligations under this Agreement. The obligations of the 
Lender Collateral Agent shall be determined solely by the express provisions 
of this Agreement. No representation, warranty, covenant, agreement, 
obligation or duty of the 

                                       -21-



Lender Collateral Agent shall be implied with respect to this Agreement or 
the Lender Collateral Agent's services hereunder.

         (b) The Lender Collateral Agent may conclusively rely, and shall be 
fully protected in acting or refraining from acting, upon and need not verify 
the accuracy of (i) any oral instructions from any persons the Lender 
Collateral Agent believes to be authorized to give such instructions, who 
shall only be, with respect to ACFS, the Borrower and the Agent, persons the 
Lender Collateral Agent believes in good faith to be duly authorized officers 
thereof, and (ii) any written instruction, notice, order, request, direction, 
certificate, opinion or other instrument or document believed by the Lender 
Collateral Agent to be genuine and to have been signed and presented by the 
proper party or parties.

         (c) The Lender Collateral Agent may consult with counsel nationally 
recognized in the area of commercial transactions with regard to legal 
questions arising out of or in connection with this Agreement, and the advice 
or opinion of such counsel shall be full and complete authorization and 
protection in respect of any action taken, omitted or suffered by the Lender 
Collateral Agent in reasonable reliance, in good faith, and in accordance 
therewith; PROVIDED, HOWEVER, that if the Agent gives instructions to the 
Lender Collateral Agent or provides an opinion of counsel selected by them, 
which in either case conflicts with any such advice or opinion of counsel, 
then the Lender Collateral Agent shall follow such instructions of the Agent 
(unless such instructions violate the express terms of this Agreement or 
violate applicable law) or such opinion of counsel selected by the Agent, and 
shall be fully protected in acting or refraining to act thereon.

         (d) No provision of this Agreement shall require the Lender 
Collateral Agent to expend or risk its own funds or otherwise incur financial 
liability in the performance of its duties under this Agreement if it shall 
have reasonable grounds for believing that repayment of such funds or 
adequate indemnity satisfactory to it is not assured to it.

         (e) The Lender Collateral Agent may execute any of the trusts or 
powers hereunder or perform any duties hereunder either directly or by or 
through agents, attorneys, custodians or nominees appointed with due care, 
and shall not be responsible for any willful misconduct or negligence on the 
part of any agent, attorney, custodian or nominee so appointed.

         (f) Whenever in the administration of the provisions of this 
Agreement the Lender Collateral Agent shall deem it necessary or desirable 
that a matter be proved or established prior to taking or suffering any 
action to be taken hereunder, such matter (unless other evidence in respect 
thereof be herein specifically prescribed) may, in the absence of gross 
negligence or bad faith on the part of the Lender Collateral Agent, be deemed 
to be conclusively proved and established by a certificate signed by an 
officer of any of ACFS, the Borrower and the Agent, as the case may be, and 
delivered to the Lender Collateral Agent and such certificate, in the absence 
of gross negligence or bad faith on the part of the Lender Collateral Agent, 
shall be full warrant 

                                       -22-



to the Lender Collateral Agent for any action taken, suffered or omitted by 
it under the provisions of this Agreement upon the faith thereof.

         (g) The Lender Collateral Agent shall have no obligation to invest 
and reinvest any cash held in the Collateral Account in the absence of timely 
and specific written investment direction from ACFS or the Agent. In no event 
shall the Lender Collateral Agent be liable for the selection of investments 
or for investment losses incurred thereon. The Lender Collateral Agent shall 
have no liability in respect of losses incurred as a result of the 
liquidation of any investment prior to its stated maturity or the failure of 
ACFS or the Agent to provide timely written investment direction.

         (h) Any corporation into which the Lender Collateral Agent may be 
merged or converted or with which it may be consolidated, or any corporation 
resulting from any merger, conversion or consolidation to which the Lender 
Collateral Agent shall be a party, or any corporation succeeding to the 
business of the Lender Collateral Agent shall be the successor of the Lender 
Collateral Agent hereunder without the execution or filing of any paper with 
any party hereto or any further act on the part of any of the parties hereto 
except where an instrument of transfer or assignment is required by law to 
effect such succession, anything herein to the contrary notwithstanding.

         (i) Notwithstanding anything herein or in the Transaction Documents 
to the contrary, in no event shall the Lender Collateral Agent have any 
obligation or liability in respect of the monitoring or maintenance of the 
perfection of any security interest evidenced hereby or for the filing or 
refiling or recording or rerecording of any financing or continuation 
statements in respect of any such security interest.

         (j) The Lender Collateral Agent shall not be deemed to have notice 
of any Event of Early Amortization, Event of Early Termination or Event of 
Default unless an Authorized Officer of the Lender Collateral Agent is 
specifically notified in writing of such event by the Agent.

                  Section 13    TERM OF AGREEMENT. This Agreement shall be 
terminated upon the final payment of all Obligations of the Borrower under 
the Transaction Documents and the termination of any commitment of the 
Lenders under the Transaction Documents.

                  Section 14    NOTICES. All demands, notices and 
communications relating to this Agreement shall be in writing and shall be 
deemed to have been duly given when received by the other party or parties at 
the address shown in the Credit Agreement, whether by personal delivery, 
express delivery or facsimile, or such other address as may hereafter be 
furnished to the other party or parties by like notice. Any such demand, 
notice or communication hereunder shall be deemed to have been received on 
the date delivered to or received at the premises of the addressee.

                                       -23-



                  Section 15    GOVERNING LAW; VENUE; CONSENT TO JURISDICTION.
(A) THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE 
INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE 
APPLICABLE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF 
THE NEW YORK GENERAL OBLIGATIONS LAW).

                           (B) VENUE FOR ANY ACTION BROUGHT UNDER THIS 
AGREEMENT MAY BE IN ANY NEW YORK STATE COURT OR FEDERAL DISTRICT COURT 
SITTING IN NEW YORK, NEW YORK. EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS 
TO THE JURISDICTION OF SUCH COURT.

                  Section 16    ASSIGNMENT. Except as expressly permitted 
herein, no party to this Agreement may assign its rights or delegate its 
obligations under this Agreement without the express written consent of the 
other parties.

                  Section 17    COUNTERPARTS. For the purpose of facilitating 
the execution of this Agreement and for other purposes, this Agreement may be 
executed simultaneously in any number of counterparts, each of which shall be 
deemed to be an original, and together shall constitute and be one and the 
same instrument.

                  Section 18    HEADINGS. The section headings are not part of 
this Agreement and shall not be used in its interpretation.

                  Section 19    THIRD PARTY BENEFICIARIES. It is hereby agreed 
by the parties hereto that, the Lenders and the other Secured Parties are, 
and are intended to be, third party beneficiaries under this Agreement.

                  Section 20    CERTAIN REMEDIES.

         (a) The Lender Collateral Agent shall, at the written direction of 
the Agent, proceed to protect and enforce its rights and the rights of the 
Secured Parties by such appropriate proceedings as the Agent shall deem most 
effective to protect and enforce any such rights, whether for the specific 
enforcement of any covenant or agreement in any Transaction Document or in 
and of the exercise of any power granted herein, or to enforce any other 
proper remedy or legal or equitable right vested in the Lender Collateral 
Agent by any Transaction Document or by law.

         (b) In case there shall be pending, relative to the Borrower or any 
other obligor upon the Advances or any Person having or claiming an ownership 
interest in the Borrower Collateral, proceedings under the Bankruptcy Code or 
any other applicable federal or state bankruptcy, insolvency or other similar 
law, or in case a receiver, assignee or trustee in bankruptcy or 
reorganization, liquidator, sequestrator or similar official shall have been 
appointed for or taken possession of the Borrower or its property or such 
other obligor or Person, or in case of any 

                                       -24-



other comparable judicial proceedings relative to the Borrower or other 
obligor upon the Advances, or to the creditors of property of the Borrower or 
such other obligor, the Lender Collateral Agent, irrespective of whether the 
principal of any Advances shall then be due and payable as therein expressed 
or by declaration or otherwise and irrespective of whether the Lender 
Collateral Agent shall have made any demand pursuant to the provisions of 
this Section, shall be entitled and empowered, by intervention in such 
proceedings or otherwise:

                  (1) to file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Advances
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Lender Collateral Agent
         (including any claim for reimbursement of all expenses and liabilities
         incurred, and all advances, if any, made, by the Lender Collateral
         Agent and each predecessor Lender Collateral Agent, except as a result
         of gross negligence, bad faith or willful misconduct) and of each of
         the other Secured Parties allowed in such proceedings;

                  (2) unless prohibited by applicable law and regulations, to
         vote (with the consent of the Agent) on behalf of the holders of the
         Advances in any election of a trustee, a standby trustee or person
         performing similar functions in any such proceedings;

                  (3) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Secured Parties on their
         behalf; and

                  (4) to file such proofs of claim and other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Lender Collateral Agent or the Secured Parties allowed in any judicial
         proceedings relative to the Borrower, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in 
any such proceeding is hereby authorized by each of such Secured Parties to 
make payments to the Lender Collateral Agent, and, in the event that the 
Lender Collateral Agent and the Agent shall consent, to the making of 
payments directly to such Secured Parties, to pay to the Lender Collateral 
Agent such amounts as shall be sufficient to cover all reasonable expenses 
and liabilities incurred, and all advances made, by the Lender Collateral 
Agent and each predecessor Lender Collateral Agent except as a result of 
gross negligence, bad faith or willful misconduct.

         (c) Nothing herein contained shall be deemed to authorize the Lender 
Collateral Agent to authorize or consent to or vote for or accept or adopt on 
behalf of any Lender or other Secured Party any plan of reorganization, 
arrangement, adjustment or composition affecting the Advances or the rights 
of any holder thereof or to authorize the Lender Collateral Agent to vote in 
respect of the claim of any Secured Party in any such proceeding except, as 
aforesaid, to vote for the election of a trustee in bankruptcy or similar 
person.

                                       -25-



         (d) In any proceedings brought by the Lender Collateral Agent to 
enforce the Liens under the Transaction Documents (and also any proceedings 
involving the interpretation of any provision of any Transaction Document), 
the Lender Collateral Agent shall be held to represent all the Secured 
Parties, and it shall not be necessary to make any Secured Party a party to 
any such proceedings.

         (e) The Lender Collateral Agent shall, at the written direction of 
the Agent, also do one or more of the following (subject to SECTION 12 
HEREOF):

                  (i) institute proceedings in its own name and on behalf of the
         Secured Parties as Lender Collateral Agent for the collection of all
         amounts then payable on the Advances or under the Credit Agreement and
         Fee Letter with respect thereto, whether by declaration or otherwise,
         enforce any judgment obtained, and collect from the Borrower and any
         other obligor upon such Advances moneys adjudged due;

                  (ii) institute proceedings from time to time for the complete
         or partial foreclosure upon the Borrower Collateral;

                  (iii) exercise any remedies of a secured party under the UCC
         and take any other appropriate action to protect and enforce the right
         and remedies of the Lender Collateral Agent and the Secured Parties;
         and

                  (iv) sell the Borrower Collateral or any portion thereof or
         rights or interest therein, at one or more public or private sales
         called and conducted in any manner permitted by law.

                  Section 21    LIMITED LIABILITY OF LENDER COLLATERAL AGENT.

         It is expressly understood and agreed by the parties hereto that (a) 
this Agreement is executed and delivered by Bankers Trust Company, not 
individually or personally but solely as Lender Collateral Agent, in the 
exercise of the powers and authority conferred and vested in it, (b) the 
representations, undertakings and agreements herein made on the part of the 
Lender Collateral Agent are made and intended not as personal 
representations, undertakings and agreements by Bankers Trust Company, but 
are made and intended for the purpose of binding only the Lender Collateral 
Agent, and (c) under no circumstances shall Bankers Trust Company be 
personally liable for the payment of any indebtedness or expenses of the 
Lender Collateral Agent or be liable for the breach or failure of any 
obligation, representation, warranty or covenant made or undertaken by the 
Lender Collateral Agent under this Agreement.

                  Section 22    SUBORDINATION.

                  (a)      Notwithstanding anything in this Agreement or in any
                           other Transaction Document to the contrary, all
                           rights and remedies of the Lenders, the 

                                       -26-



                           Lender Collateral Agent, the Agent, the Secured 
                           Parties, the Affected Parties or any of them, with
                           respect to the Borrower and its property, whether 
                           hereunder, under any Transaction Document or 
                           otherwise at law or in equity, are limited by and
                           subject to the terms of the Subordination Agreement.

                  (b)      Notwithstanding anything in this Agreement or in any
                           other Transaction Document to the contrary, neither
                           Borrower nor the Spread Account Depositor shall have
                           any obligation or liability to the Agent, any Secured
                           Party, any Lender, or any Affected Party or any of
                           them, whether hereunder, under any Transaction
                           Document or otherwise at law or in equity, until the
                           Final Insurance Termination Date if the effect of
                           such obligation or liability would be to cause
                           Borrower or Spread Account Depositor to not be
                           Solvent and no Obligation shall be or become due or
                           payable until the later of (i) the Final Insurance
                           Termination Date or (ii) the date as such obligation
                           or liability would not cause the Borrower or the
                           Spread Account Depositor to not be Solvent.

                  (c)      Notwithstanding any other provision of this Agreement
                           or any other Transaction Document, in the event of
                           any contradiction or ambiguity between the
                           Subordination Agreement and any other Transaction
                           Document, the terms of the Subordination Agreement
                           shall govern. All disputes with respect to matters
                           addressed in the Subordination Agreement shall be
                           determined by reference to the Subordination
                           Agreement exclusively and no provision of this
                           Agreement or any other Transaction Document should be
                           interpreted as altering, amending, explaining or
                           clarifying any provision of the Subordination
                           Agreement.

                  (d)      The provisions of this Section 22 are for the benefit
                           of FSA and other parties to the Subordination
                           Agreement and, accordingly, shall survive the
                           termination of this Agreement. This Section 22 shall
                           not be amended without the written consent of FSA.

                  Section 23    AMENDMENTS. This Agreement may be amended in 
accordance with the provisions of the Credit Agreement.

                            [Signature Page Follows]

                                       -27-



                  IN WITNESS WHEREOF, the parties hereto have caused their 
duly authorized representatives to hereunto set their hand as of the day and 
year first above written.

                     CREDIT SUISSE FIRST BOSTON,
                     NEW YORK BRANCH, as Agent



                     By:
                        --------------------------------------------
                          Name:
                          Title:

                     AFS FUNDING CORP.



                     By:
                        --------------------------------------------
                          Name:
                          Title:

                     AMERICREDIT FINANCIAL SERVICES, INC.



                     By:
                        --------------------------------------------
                          Name:
                          Title:

                     BANKERS TRUST COMPANY, not in its
                     individual capacity but solely as Lender Collateral
                     Agent



                     By:
                        --------------------------------------------
                          Name:
                          Title:

                      Signature Page to Security Agreement]