Common use of Deemed Collections; Application of Payments Clause in Contracts

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor Debtor shall pay to the Collection Agent Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Collection Agent Servicer as a Collection in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any Collateral Agent, for the benefit of the Class Investors Secured Parties, as contemplated hereunder), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Debtor shall on such day pay to the Collection Agent Servicer an amount equal to the Outstanding Balance of such Receivable and such amount shall be deposited into the Collection Account and allocated and applied by the Collection Agent Servicer as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount on account of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsReceivable. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor Debtor, AmeriCredit or AMTN shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentNote Insurer, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest Net Investment (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustmentadjustment (including, dilutive factor without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors.​ (ba) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors.​ (cb) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to any Transferring Affiliate, the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by each Administrative Agent to the Administrative Transferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.. ​

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) Unless otherwise required by applicable Law, and unless an Obligor designates a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied to the oldest Receivables (whether or not such Receivables are Pool Receivables) of such Obligor. (b) If and to the extent the Administrative Agent, any Funding Agent or any Lender shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Funding Agent or such Lender, as the case may be, shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Borrower shall be deemed to have received on such day a Collection of such Receivable (eachor repayment of a loan to the European Purchaser, a “Deemed Collection”) as applicable, in the amount (in Dollars or the Dollar Equivalent) of such the applicable reduction or cancellation cancellation, and the Transferor Borrower shall pay to the Collection Agent an amount equal to such reduction or cancellation cancellation; provided that, prior to the Termination Date and so long as no Termination Event has occurred and is continuing and the Percentage Factor is less than or equal to the Maximum Percentage Factor (determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement), the amount so payable by the Borrower shall not exceed the amount (if any) required in order to cause (i) the Percentage Factor to be less than or equal to the Maximum Percentage Factor, determined by reference to such Portfolio Report and (ii) the Aggregate Principal Balance to be less than or equal to the Facility Limit. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.06 or 2.6 2.07 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (bd) If on any day any of the representations or warranties in Article III IV was or becomes untrue with respect to a Receivable (whether on or after the date nature of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Agent's interest therein, the Transferor Borrower shall be deemed to have received on such day a Collection of such Receivable (eachor repayment of a loan to the European Purchaser, a “Deemed Collection”) as applicable, in full and the Transferor shall Borrower shall, on such day day, pay to the Collection Agent an amount (in Dollars or the Dollar Equivalent) equal to the Outstanding Balance of such Receivable Receivable; provided that, prior to the Termination Date and so long as no Termination Event has occurred and is continuing and the Percentage Factor is less than or equal to the Maximum Percentage Factor (determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement), the amount so payable by the Borrower shall not exceed the amount (if any) required in order to cause (i) the Percentage Factor to be less than or equal to the Maximum Percentage Factor, determined by reference to such Portfolio Report and (ii) the Aggregate Principal Balance to be less than or equal to the Facility Limit. Any such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.06 or 2.6 2.07 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustmentadjustment (including, dilutive factor without limitation, any cancellation of an invoice and reissuance of a new invoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (ba) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (cb) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable becomes a Diluted Receivable or is either (x) otherwise reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset provided in respect of any claim by any Person (whether such claim arises out Section 6.2 of the same or a related transaction or an unrelated transaction)Receivables Purchase Agreement, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such the applicable reduction or cancellation cancellation, and the Transferor shall pay to the Collection Administrative Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent treated as a Collection of a Receivable in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit provisions of the Class InvestorsTransaction Documents. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent's interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent CP Conduit Purchasers and the Committed Purchasers, or any of an assignment therein by the Class Investors as contemplated hereunderCP Conduit Purchasers to the Committed Purchasers under the Asset Purchase Agreements), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Agent. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, as the case may be, shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as provided in paragraphs (a) and (b) of this Section 2.10 or as otherwise specified by such Obligor or identified by the Collection Agent as relating to a Receivable due to the exact dollar amount of such payment being identical to the exact dollar amount of the invoice relating to such Receivable, or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If ------------------------------------------- on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, chargeback, allowanceother dilution factor, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed (for the limited purposes of this Agreement) to have received on such day a Collection collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to the Percentage Factor of such reduction or cancellation cancellation, and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (b) If on any day any of the representations or warranties in Article III was or becomes untrue is no longer true with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be allocated to the Company and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or CompuCom shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCompany, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, 25 chargeback, allowance, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor Debtor shall pay to the Collection Agent Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Collection Agent Servicer as a Collection in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any Collateral Agent, for the benefit of the Class Investors Secured Parties, as contemplated hereunder), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Debtor shall on such day pay to the Collection Agent Servicer an amount equal to the Outstanding Balance of such Receivable and such amount shall be deposited into the Collection Account and allocated and applied by the Collection Agent Servicer as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount on account of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsReceivable. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor Debtor, AmeriCredit or AMC shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentNote Insurer, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest Net Investment (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation of such Receivable, and the Transferor shall pay be deemed to have paid on such day to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be reported as such on the next succeeding Monthly Report or Weekly Report, as applicable, and shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to Investment, and each Class Group Net Investment, shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Funding Agents. Notwithstanding the foregoing but only so long as the Termination Date has not occurred, if and to the extent that the Percentage Factor is less than 100% on any day on which a Receivable becomes a Diluted Receivable (after giving effect to the applicable reduction to the Net Receivables Balance as a result of such Diluted Receivable), the Transferor shall not be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation of such Receivable, nor to have paid on such day to the Collection Agent for the benefit of the Class Investorsan amount equal to such reduction or cancellation. (b) If on any day any of the representations or warranties in Article III was is determined to be incorrect or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any as of the Class Investors as contemplated hereunder)time to which such representation or warranty speaks, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to Investment, and each Class Group Net Investment, shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Funding Agents. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsTransferees shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the Transferees, shall take all action reasonably requested by the Transferor to effectuate such conveyance. Notwithstanding the foregoing but only so long as the Termination Date has not occurred, if and to the extent that the Percentage Factor is less than 100% on any day on which a representation or warranty in Article III is determined to be incorrect or untrue with respect to a Receivable as of the time to which such representation or warranty speaks (after giving effect to the applicable reduction to the Net Receivables Balance as a result of the such Receivable no longer constituting an Eligible Receivable), the Transferor shall be not deemed to have received on such day a Collection of such Receivable equal to the Outstanding Balance of such Receivable and such amount shall not be required to be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agentlaw, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) Each of the parties hereto agrees that, unless otherwise required by contract or applicable Law or clearly indicated by facts or circumstances or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied in the order of maturity of the Receivables of such Obligor starting with the Receivable of such Obligor having the earliest maturity date (whether or not such Receivables are Portfolio Receivables). (b) If and to the extent the Administrative Agent, any Purchaser Agent, any Purchaser or any Indemnified Party shall be required for any reason to pay over to an Obligor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Agent, such Purchaser or such Indemnified Party, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Portfolio Receivable is either (x) reduced as or any part thereof becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable (each, a “Deemed Collection”) in the amount of such reduction Diluted Receivable or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicablepart thereof. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors.949049213.2 (bd) If on any day it is determined that any of the representations or warranties in Article III Section 4.1 (Representations and warranties of the Seller) was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Portfolio Receivable, the Transferor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Unpaid Balance of such Receivable and such amount thereof. (e) If on any day a RIBA Dilution occurs, the Seller shall be allocated and applied by the Collection Agent as deemed to have received on such day a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsRIBA Dilution. (cf) Any payment Not later than the Settlement Date related to the Calculation Period in which such Collection is deemed to have been received pursuant to this Section 2.8 (and if a Facility Event or Portfolio Event has occurred and is continuing, not later than the second (2nd) Local Business Day after a Responsible Officer of the Master Servicer is notified in writing or otherwise becomes aware that the Seller has been deemed pursuant to this Section 2.8 to have received a Deemed Collection), the Seller shall deposit in a Seller Operating Account, in same day funds, the amount of such Deemed Collection; provided that prior to the occurrence of a Facility Event or Portfolio Event the amount so payable by an Obligor the Seller shall not exceed the amount (or if any) required (after giving effect to any Deemed Collection to be paid by a Financing any other Transaction Party on its behalfsuch day) in respect of any indebtedness owed by it order to cause the Aggregate Invested Amount to be less than or equal to the Transferor shall, except as otherwise specified by lesser of (x) the Facility Limit and (y) the Funding Base. Any such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, amount shall be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest accordance with Sections 2.6 (starting with the oldest such ReceivableCollections prior to Facility Termination Date) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor2.7 (Collections after Facility Termination Date), as applicable.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent's interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent CP Conduit Purchasers and the Committed Purchasers, or any of an assignment therein by the Class Investors as contemplated hereunderCP Conduit Purchas- ers to the Committed Purchasers under the Asset Purchase Agreements), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Agent. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, as the case may be, shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as provided in paragraphs (a) and (b) of this Section 2.10 or as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) Each of the parties hereto agrees that, unless otherwise required by contract or applicable Law or clearly indicated by facts or circumstances or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied in the order of maturity of the Receivables of such Obligor starting with the Receivable of such Obligor having the earliest maturity date (whether or not such Receivables are Portfolio Receivables). (b) If and to the extent the Administrative Agent, any Purchaser Agent, any Purchaser or any Indemnified Party shall be required for any reason to pay over to an Obligor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Agent, such Purchaser or such Indemnified Party, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Portfolio Receivable is either (x) reduced as or any part thereof becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable (each, a “Deemed Collection”) in the amount of such reduction Diluted Receivable or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investorspart thereof. (bd) If on any day it is determined that any of the representations or warranties in Article III Section 4.1 (Representations and warranties of the Seller) was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Portfolio Receivable, the Transferor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Unpaid Balance of such Receivable and such amount thereof. (e) If on any day a RIBA Dilution occurs, the Seller shall be allocated and applied by the Collection Agent as deemed to have received on such day a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsRIBA Dilution. (cf) Any payment Not later than the Settlement Date related to the Calculation Period in which such Collection is deemed to have been received pursuant to this Section 2.8 (and if a Facility Event or Portfolio Event has occurred and is continuing, not later than the second (2nd) Local Business Day after a Responsible Officer of the Master Servicer is notified in writing or otherwise becomes aware that the Seller has been deemed pursuant to this Section 2.8 to have received a Deemed Collection), the Seller shall deposit in a Seller Operating Account, in same day funds, the amount of such Deemed Collection; provided that prior to the occurrence of a Facility Event or Portfolio Event the amount so payable by an Obligor the Seller shall not exceed the amount (or if any) required (after giving effect to any Deemed Collection to be paid by a Financing any other Transaction Party on its behalfsuch day) in respect of any indebtedness owed by it order to cause the Aggregate Invested Amount to be less than or equal to the Transferor shall, except as otherwise specified by lesser of (x) the Facility Limit and (y) the Funding Base. Any such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, amount shall be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest accordance with Sections 2.6 (starting with the oldest such ReceivableCollections prior to Facility Termination Date) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor2.7 (Collections after Facility Termination Date), as applicable.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Company or any of the Class Bank Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent's interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunderPurchasers), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Agent. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsPurchasers shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the Purchasers, shall take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or any Seller shall, except as provided in paragraphs (a) and (b) of this Section 2.10 or as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentRequired Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance outstanding balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor Issuer shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor Issuer shall pay to the Collection Agent Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Collection Agent Servicer as a Collection in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day AWC or the Servicer obtains actual knowledge that any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after as of the date of any transfer of an interest therein such Receivable was first sold to the Administrative Agent Issuer or any of the Class Investors as contemplated hereunder)has subsequently become untrue with respect to such Receivable, the Transferor Issuer shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Issuer shall on such day pay to the Collection Agent Servicer an amount equal to the Outstanding Balance of such Receivable and such amount shall be deposited into the Collection Account and allocated and applied by the Collection Agent Servicer as a Collection allocable to the Transferred Interest Net Investment in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor Issuer, AmeriCredit or AWC shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest Net Investment (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced or canceled as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable, provided, that prior to the Commitment Termination Date, such amount shall not be required to be actually paid by the Transferor if the exclusion of such Receivable from the calculation of the Percentage Factor would not cause the Percentage Factor to exceed the Maximum Percentage Factor. The Whenever such amount referred to above is paid by the Transferor, the Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties warranty in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Company or any of the Class Bank Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable, provided, that prior to the Commitment Termination Date, such amount shall not be required to be actually paid by the Transferor if the exclusion of such Receivable from the calculation of the Percentage Factor would not cause the Percentage Factor to exceed the Maximum Percentage Factor. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either becomes a Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation (x) reduced to the extent not netted against the Transfer Price on such day pursuant to Section 3.01 of the Receivables Purchase Agreement). Any such amount shall be applied by the Collection Agent as a result Collection in accordance with Section 2.04 or 2.05 hereof, as applicable, and the Aggregate Net Investment shall be reduced by the amount of such payment actually received by the Administrative Agent. (b) If on any defective, rejected or returned merchandise or services, day any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same representations or warranties in Article III of this Agreement was or becomes untrue with respect to a related transaction Receivable or an unrelated transactionthe nature of the Administrative Agent’s interest therein (each such Receivable, a “Fully Diluted Receivable”), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.04 or 2.6 2.05 hereof, as applicable. The Aggregate Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as provided in paragraphs (a) and (b) of this Section 2.09 or as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentPurchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance outstanding balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor Debtor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Collection Agent as a Collection in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any Collateral Agent, for the benefit of the Class Investors Secured Parties, as contemplated hereunder), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Debtor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be deposited into the Collection Account and allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest Net Investment in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor Debtor, AmeriCredit or AFC III shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest Net Investment (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Principal Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, chargeback allowance or any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), ) or (z) any other downward adjustments to the Transferor shall be deemed to have received on such day a Collection balance of such Receivable (eachwithout receiving Collections therefor and before such Receivable becomes a Defaulted Receivable, a “Deemed Collection”) in the amount of such cancellation, reduction or cancellation and adjustment shall thereafter be deducted from the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit aggregate Outstanding Principal Balance of the Class InvestorsReceivables. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent the Conduits or any of the Class Bank Investors as contemplated hereunder), such Receivable shall thereafter not be included in any calculation of the aggregate Outstanding Principal Balance of the Receivables. (c) On or before each Remittance Date, the Transferor shall be deemed will pay, with respect to have received on such day a Collection each Class, to the Agent, for the benefit of the Conduit or the Bank Investors of such Receivable (eachClass, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent as applicable, an amount equal to the Outstanding lesser of (1) such Class's Class Share of the amount, if any, of cancellations, reductions or adjustments pursuant to Section 2.9(a) for the related Collection Period and (2) such Class's Class Share of the amount, if any, by which the Net Investment of the related Class would otherwise exceed the product of (A) such Class's Class Share of the Maximum Buyer's Percentage Interest on such Remittance Date and (B) the Net Receivables Balance on such Remittance Date (after giving effect to the adjustments of such Receivable Sections 2.9(a) and such (b) and to all other Collections with respect to the related Collection Period). Any amount paid pursuant to this Section 2.9(c) shall be allocated and applied by the Collection Agent treated as a Collection allocable to the Transferred Interest and allocated, with other Collections, in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of 2.5(a) on such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsRemittance Date. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If ------------------------------------------- on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsFunding Agent. (b) If If, on any day day, any of the representations representation or warranties in Article III was or becomes untrue warranty made herein with respect to a any Receivable (whether on is determined to be incorrect or after untrue in any material respect as of the date of any transfer of an interest therein to the Administrative Agent such representation or any of the Class Investors as contemplated hereunder)warranty was made, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Funding Agent. Simultaneously with any such payment by the benefit Transferor, each of PARCO and the Class InvestorsAPA Banks, as the case may be, shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Funding Agent, on behalf of PARCO and the APA Banks, shall take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentPARCO, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance outstanding balance of a Receivable conveyed hereunder and included at any time as an Eligible Receivable on an Investor Report is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, similar dilutive factor or other adjustment, similar adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person against the Parent, any Originator Subsidiary or the Transferor (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent Servicer an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent Servicer as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicableapplicable if the Percentage Factor equals or exceeds the Maximum Percentage Factor or if a Termination Event (other than a Conduit Termination Event) has occurred and is continuing. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any Agent, for the benefit of the Class Investors Company or the Bank Investors, as applicable, as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent Servicer an amount equal to the Outstanding Balance outstanding balance of such Receivable and such amount shall be allocated and applied by the Collection Agent Servicer as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicableapplicable if the Percentage Factor equals or exceeds the Maximum Percentage Factor or if a Termination Event (other than a Conduit Termination Event) has occurred and is continuing. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness indebtedness, obligation or liability owed by it to the Transferor Transferor, any Originator Subsidiary or the Parent shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such the applicable reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent’s interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent CP Conduit Purchasers and the Committed Purchasers, or any of an assignment therein by the Class Investors as contemplated hereunderCP Conduit Purchasers to the Committed Purchasers under the Asset Purchase Agreements), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment Simultaneously with respect to each Class shall be reduced any such payment by the amount Transferor, each of the CP Conduit Purchasers and the Committed Purchasers, as the case may be, shall convey all of its right, title and interest in such payment applied Receivable and Related Security to the reduction of such Net InvestmentTransferor, and actually received the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Administrative Agent for the benefit of the Class InvestorsTransferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agentlaw, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) ), except as otherwise instructed by the Administrative Agent and the Required Committed Purchasers, to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustmentadjustment (including, dilutive factor without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors.​ (ba) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in ​ ​ Section 3.1 (d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors.​ (cb) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to any Transferring Affiliate, the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by each Administrative Agent to the Administrative Transferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.. ​

Deemed Collections; Application of Payments. (a) Each of the parties hereto agrees that, unless otherwise required by contract or applicable Law or clearly indicated by facts or circumstances or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied to the oldest Receivables (whether or not such Receivables are Pool Receivables) of such Obligor. (b) If and to the extent the Administrative Agent, any Lender or any Indemnified Party shall be required for any reason to pay over to an Obligor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Lender or such Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Pool Receivable is either (x) reduced as or any part thereof becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable (each, a “Deemed Collection”) in the amount of such reduction Diluted Receivable or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investorspart thereof. (bd) If on any day it is determined that any of the representations or warranties in Article III Clause 4.1 (Representations and warranties of the Borrower) was or becomes untrue with respect to a Pool Receivable (whether on or after the date nature of any transfer of an interest therein to Purchaser’s or the Administrative Agent or any of the Class Investors as contemplated hereunder)Agent’s interest in such Pool Receivable, the Transferor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Unpaid Balance of such Receivable and such amount thereof. (e) If on any day a RIBA Dilution occurs, the Borrower shall be allocated and applied by the Collection Agent as deemed to have received on such day a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsRIBA Dilution. (cf) Any payment Not later than the first Business Day after the Borrower is notified in writing or otherwise becomes aware that it has been deemed pursuant to this Clause 2.8 to have received a Deemed Collection, the Borrower shall deposit in a Borrower Operating Account, in same day funds, the amount of such Deemed Collection; provided that the amount so payable by an Obligor the Borrower shall not exceed the amount (or if any) required (after giving effect to any Deemed Collection to be paid by a Financing any other Transaction Party on its behalfsuch day) in respect of any indebtedness owed by it order to cause the Aggregate Principal Balance to be less than or equal to the Transferor shall, except as otherwise specified by Maximum Aggregate Principal Balance. Any such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, amount shall be applied as a Collection in accordance with Clauses 2.6 (Application of any Receivable Collections prior to Facility Termination Date) or 2.7 (Application of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such ObligorCollections after Facility Termination Date), as applicable.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Principal Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, allowance or any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)transac- tion) or (z) any other downward adjustments to the balance of such Receivable without receiving Collections therefor and prior to such Receivable becoming a Defaulted Receivable, the amount of such cancella- tion, reduction or adjustment shall thereafter be deducted from the aggregate Outstanding Principal Balance of the Receivables and the Net Receivables Balance. If such reduction would result in a Buyers' Percentage Factor greater than the Maximum Buyers' Percentage Factor, the Transferor shall be deemed pay (or direct the Servicer to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay from Collections otherwise distributable to the Collection Transferor) to the Agent an amount equal to such the amount that, when applied in reduction of the Net Investment, will result in a Buyers' Percentage Factor less than or cancellation and such equal to the Maximum Buyers' Percentage Factor. Such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsInvestment. (b) If on any day any of the representations or warranties warran- ties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Company or any of the Class Bank Investors as contemplated hereunder), such Receivable shall thereafter not be included in any calculation of the aggregate Outstanding Principal Balance of the Receivables or the Net Receivables Balance. If such reduction would result in a Buyers' Percentage Factor greater than the Maximum Buyers' Percentage Factor, the Transferor shall be deemed pay (or direct the Servicer to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay from Collections otherwise distributable to the Collection Transferor) to the Agent an amount equal to the Outstanding Balance amount that, when applied in reduction of such Receivable and such the Net Investment, will result in a Buyers' Percentage Factor less than or equal to the Maximum Buyers' Percentage Factor. Such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and (to the extent not netted against the Purchase Price on such day pursuant to Section 3.01 of the Receivables Purchase Agreement). Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent's interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent CP Conduit Purchasers and the Committed Purchasers, or any of an assignment therein by the Class Investors as contemplated hereunderCP Conduit Purchasers to the Committed Purchasers under the Asset Purchase Agreements), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Agent. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsCP Conduit Purchasers and the Committed Purchasers, as the case may be, shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as provided in paragraphs (a) and (b) of this Section 2.10 or as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”"DEEMED COLLECTION") in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Enterprise Net Investment, the Atlantic Net Investment with respect to each Class and the Liberty Net Investment shall be reduced by the amount of such payment applied to the reduction of such the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment, as applicable, and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”"DEEMED COLLECTION") in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Enterprise Net Investment, the Atlantic Net Investment with respect to each Class and the Liberty Net Investment shall be reduced by the amount of such payment applied to the reduction of such the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment, as applicable, and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentEnterprise, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustmentadjustment (including, dilutive factor without limitation, any cancellation of an invoice and reissuance of a new invoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsGroup Agents. (b) If If, on any day day, any of the representations representation or warranties in Article III was or becomes untrue warranty made herein with respect to a any Receivable (whether on is determined to be incorrect or after untrue in any material respect as of the date of any transfer of an interest therein to the Administrative Agent such representation or any of the Class Investors as contemplated hereunder)warranty was made, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent Group Agents. Simultaneously with any such payment by the Transferor, the Funding Agent, as agent for the benefit Transferees, shall be deemed to convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and shall, at the sole cost and expense of the Class InvestorsTransferor, take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Funding Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.any

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such the applicable reduction or cancellation cancellation, and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable or the nature of the Administrative Agent's interest therein (whether on or after the date of any transfer of an interest therein to the Administrative Agent CP Conduit Purchasers and the Committed Purchasers, or any of an assignment therein by the Class Investors as contemplated hereunderCP Conduit Purchasers to the Committed Purchasers under the Asset Purchase Agreements), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment Simultaneously with respect to each Class shall be reduced any such payment by the amount Transferor, each of the CP Conduit Purchasers and the Committed Purchasers, as the case may be, shall convey all of its right, title and interest in such payment applied Receivable and Related Security to the reduction of such Net InvestmentTransferor, and actually received the Administrative Agent, on behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Administrative Agent for the benefit of the Class InvestorsTransferor to effectuate such conveyance. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agentlaw, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (in order of the age of such Receivable, starting with the oldest such Receivable) ), except as otherwise instructed by the Administrative Agent and the Required Committed Purchasers, to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day (i) the Outstanding Balance Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is either not honored for any reason or (xii) reduced as the Servicer makes a result mistake with respect to the amount of any defectiveCollection and deposits an amount that is less than or more than the actual amount of such Collection, rejected the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset mistake. Any Receivable in respect of any claim by any Person (whether such claim arises out of the same or which a related transaction or an unrelated transaction), the Transferor dishonored check is received shall be deemed not to have received on such day a Collection been paid. Notwithstanding the first two sentences of such Receivable this paragraph, adjustments made pursuant to this Section shall not require any changes in any report previously delivered pursuant to Section 2.11. (each, a “Deemed Collection”b) in If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to a cardholder, because such reduction Receivable was created in respect of merchandise which was refused or cancellation returned by a cardholder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Receivables used to calculate the Transferor's Interest and the Transferor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereofof Receivables, as applicable. The Net Investment with respect to each Class shall will be reduced by the amount of such payment applied the adjustment. Similarly, the amount of Receivables used to calculate the Transferor's Interest and (unless otherwise specified) any other amount required herein to be calculated by reference to the reduction amount of Receivables will be reduced by the principal amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in subsection 5.1(j) was breached. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Collection Period in which such adjustment obligation arises. In the event that, following the exclusion of such Net Investment and actually received by Receivables from the Administrative Agent for the benefit calculation of the Class InvestorsSubordinate Percentage, the Subordinate Percentage would be less than the Required Subordinate Percentage, not later than seven days after such adjustment, the Transferor shall make a deposit into the Collection Account in same day funds in an amount equal to such adjustment. (bi) If on any day any of the representations or warranties in Article III (except for the representations and warranties in Sections 3.1(l) and 3.3(f)) was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors Buyer as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to make a deposit into the Collection Agent Account in same day funds in an amount equal to the Outstanding Balance amount of such Receivable and such amount shall Receivable, to be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest Collections in accordance with Section 2.5 hereof. (ii) If on any day an Account is determined not to have been an Eligible Account as of the Original Cut-Off Date, (x) the Transferor shall be deemed to have received on such day a Collection in respect of such Account in an amount specified in the following clause (y) and (y) the Transferor shall make a deposit into the Collection Account in same day funds in an amount equal to the amount received by the Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or 2.6 hereofCAC, as applicable. The Net Investment the case may be, or within 2 Business Days after receipt by the Account Owner, in each case pursuant to the Sale and Purchase Agreement, to be applied as Collections in accordance with respect Section 2.5 hereof. (iii) If on any day any Receivable related to each Class an Account governed by the terms of a Credit Card Agreement (other than the Credit Card Agreement entered into with the Original Sellers) is not an Eligible Receivable or a Defaulted Receivable, (x) the Transferor shall be reduced by deemed to have received on the date on which it is determined that such Receivable is not an Eligible Receivable or Defaulted Receivable a Collection of such Receivable in full and (y) the Transferor shall make a deposit into the Collection Account in same day funds in the amount of such payment Receivable, to be applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investorsas Collections in accordance with Section 2.5 hereof. (d) In the event that the Transferor is unable for any reason to transfer Receivables to the Agent in accordance with the provisions of this Agreement, including by reason of any order of any Governmental Authority (a "Transfer Restriction Event"), then, in any such event, (a) the Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Agent, after the date of such inability, all Collections, including Collections of Receivables transferred to the Agent prior to the occurrence of such event, and all amounts which would have constituted Collections but for the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Agent by the Transferor up to the Transferred Interest on such date), (b) the Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article II and (c) Any payment by for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Agent which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article II. For the purpose of the immediately preceding sentence, the Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Agent until the Agent shall have been allocated and paid Collections in an Obligor (or by a Financing Party amount equal to the aggregate amount of Principal Receivables up to the Transferred Interest as of the date of the occurrence of such event. If Transferor and the Servicer are unable pursuant to any requirements of law to allocate Collections as described above, the Transferor and the Servicer agree that, after the occurrence of such event, payments on its behalf) each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article II. The parties hereto agree that Finance Charge Receivables, whenever created and accrued in respect of any indebtedness owed by it Principal Receivables which have been conveyed to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, Agent shall continue to be applied as a Collection part of any Receivable of such Obligor included in the Transferred Interest (starting with notwithstanding any cessation of the oldest such Receivable) transfer of additional Principal Receivables to the extent of any amounts then due Agent and payable thereunder before being applied Collections with respect thereto shall continue to any other receivable or other indebtedness of such Obligorbe allocated and paid in accordance with Article II.

Deemed Collections; Application of Payments. (a) If on any day (i) the Outstanding Balance Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is either not honored for any reason or (xii) reduced as the Servicer makes a result mistake with respect to the amount of any defectiveCollection and deposits an amount that is less than or more than the actual amount of such Collection, rejected the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset mistake. Any Receivable in respect of any claim by any Person (whether such claim arises out of the same or which a related transaction or an unrelated transaction), the Transferor dishonored check is received shall be deemed not to have received on such day a Collection been paid. Notwithstanding the first two sentences of such Receivable this paragraph, adjustments made pursuant to this Section shall not require any changes in any report previously delivered pursuant to Section 2.11. (each, a “Deemed Collection”b) in If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to a cardholder, because such reduction Receivable was created in respect of merchandise which was refused or cancellation returned by a cardholder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Principal Receivables used to calculate the Transferor's Interest and the Transferor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereofof Principal Receivables, as applicable. The Net Investment with respect to each Class shall will be reduced by the amount of such payment applied the adjustment. Similarly, the amount of Principal Receivables used to calculate the Transferor's Interest and (unless otherwise specified) any other amount required herein to be calculated by reference to the reduction amount of Principal Receivables will be reduced by the principal amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in subsection 5.1(j) was breached. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Collection Period in which such adjustment obligation arises. In the event that, following the exclusion of such Net Investment and actually received by Principal Receivables from the Administrative Agent for the benefit calculation of the Class InvestorsSubordinate Percentage, the Subordinate Percentage would be less than the Required Subordinate Percentage, not later than seven days after such adjustment, the Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to such adjustment. (bi) If on any day any of the representations or warranties in Article III (except for the representations and warranties in Sections 3.1(l) and 3.3(f)) was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors Buyer as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to make a deposit into the Collection Agent Account in immediately available funds in an amount equal to the Outstanding Balance amount of such Receivable and such amount shall Receivable, to be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest Collections in accordance with Section 2.5 hereof. (ii) If any Account for which a Credit Card (as defined in the Sale and Purchase Agreement) is in effect shall not constitute an Eligible Account as of the Cut-Off Date, (x) the Transferor shall be deemed to have received on such day a Collection in respect of such Account in an amount specified in the following clause (y) and (y) the Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount received by the Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or 2.6 hereofCAC, as applicable. The Net Investment the case may be, or within 2 Business Days after receipt by the Account Owner, in each case pursuant to the Sale and Purchase Agreement, to be applied as Collections in accordance with respect Section 2.5 hereof. (iii) If on any day any Receivable related to each Class an Account governed by the terms of a Credit Card Agreement (other than the Credit Card Agreement entered into with the Original Seller) is not an Eligible Receivable or a Defaulted Receivable, (x) the Transferor shall be reduced by deemed to have received on the date on which it is determined that such Receivable is not an Eligible Receivable or Defaulted Receivable a Collection of such Receivable in full and (y) the Transferor shall make a deposit into the Collection Account in immediately available funds in the amount of such payment Receivable, to be applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investorsas Collections in accordance with Section 2.5 hereof. (d) In the event that the Transferor is unable for any reason to transfer Receivables to the Agent in accordance with the provisions of this Agreement, including by reason of any order of any Governmental Authority (a "Transfer Restriction Event"), then, in any such event, (a) the Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Agent, after the date of such inability, all Collections, including Collections of Receivables transferred to the Agent prior to the occurrence of such event, and all amounts which would have constituted Collections but for the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Agent by the Transferor up to the Transferred Interest on such date), (b) the Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article II and (c) Any payment by for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Agent which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article II. For the purpose of the immediately preceding sentence, the Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Agent until the Agent shall have been allocated and paid Collections in an Obligor (or by a Financing Party amount equal to the aggregate amount of Principal Receivables up to the Transferred Interest as of the date of the occurrence of such event. If Transferor and the Servicer are unable pursuant to any requirements of law to allocate Collections as described above, the Transferor and the Servicer agree that, after the occurrence of such event, payments on its behalf) each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article II. The parties hereto agree that Finance Charge Receivables, whenever created and accrued in respect of any indebtedness owed by it Principal Receivables which have been conveyed to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, Agent shall continue to be applied as a Collection part of any Receivable of such Obligor included in the Transferred Interest (starting with notwithstanding any cessation of the oldest such Receivable) transfer of additional Principal Receivables to the extent of any amounts then due Agent and payable thereunder before being applied Collections with respect thereto shall continue to any other receivable or other indebtedness of such Obligorbe allocated and paid in accordance with Article II.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, chargeback, allowanceother dilution factor, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (b) If on any day any of the representations or warranties warran ties in Article III was Section 3.1(d), (e), (i), (k),(l), (o), (r), (u) or becomes untrue (v) is no longer true with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be allocated to the Company and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCompany, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor. (d) If on any day any Receivable owed by Phosphate Chemicals Export Association, Inc. is determined to be either a Delinquent Receivable or a Defaulted Receivable, the Transferor shall within two (2) Business Days thereafter pay to the Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be allocated to the Company and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Company.

Deemed Collections; Application of Payments. (a) Unless otherwise required by applicable Law, and unless an Obligor designates a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied to the oldest Receivables (whether or not such Receivables are Pool Receivables) of such Obligor. (b) If and to the extent the Administrative Agent, any Funding Agent or any Lender shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Funding Agent or such Lender, as the case may be, shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Borrower shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such the applicable reduction or cancellation cancellation, and the Transferor Borrower shall pay to the Collection Agent an amount equal to such reduction or cancellation cancellation; provided that, prior to the Termination Date and so long as no Termination Event has occurred and is continuing and the Percentage Factor is less than or equal to the Maximum Percentage Factor (determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement), the amount so payable by the Borrower shall not exceed the amount (if any) required in order to cause (i) the Percentage Factor to be less than or equal to the Maximum Percentage Factor, determined by reference to such Portfolio Report and (ii) the Aggregate Principal Balance to be less than or equal to the Facility Limit. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.06 or 2.6 2.07 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (bd) If on any day any of the representations or warranties in Article III IV was or becomes untrue with respect to a Receivable (whether on or after the date nature of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Agent's interest therein, the Transferor Borrower shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall Borrower shall, on such day day, pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable Receivable; provided that, prior to the Termination Date and so long as no Termination Event has occurred and is continuing and the Percentage Factor is less than or equal to the Maximum Percentage Factor (determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement), the amount so payable by the Borrower shall not exceed the amount (if any) required in order to cause (i) the Percentage Factor to be less than or equal to the Maximum Percentage Factor, determined by reference to such Portfolio Report and (ii) the Aggregate Principal Balance to be less than or equal to the Facility Limit. Any such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.06 or 2.6 2.07 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Principal Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, allowance or any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), ) or (z) any other downward adjustments to the Transferor shall be deemed to have received on such day a Collection balance of such Receivable (eachwithout receiving Collections therefor and prior to such Receivable becoming a Defaulted Receivable, a “Deemed Collection”) in the amount of such cancellation, reduction or cancellation adjustment shall thereafter be deducted from the aggregate Outstanding Principal Balance of the Receivables and the Transferor Net Receivables Balance. If such reduction would result in a Guarantor's Percentage less than the Minimum Guarantor's Percentage, the Debtor shall pay to the Collection Agent an amount equal to such the amount that, when applied in reduction of the Net Investment, will result in a Guarantor's Percentage equal to or cancellation and such greater than the Minimum Guarantor's Percentage. Such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsInvestment. (b1) If on any day the Servicer or the Debtor has actual knowledge that any of the representations or warranties in Article III Section 3.1(l) of the Guaranty and Security Agreement was or becomes has become untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Company or any of the Class Bank Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (eachshall thereafter not be included in any calculation of the Net Receivables Balance. If such reduction would result in a Guarantor's Percentage less than the Minimum Guarantor's Percentage, a “Deemed Collection”) in full and the Transferor Debtor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance amount that, when applied in reduction of such Receivable and such the Net Investment, will result in a Guarantor's Percentage equal to or greater than the Minimum Guarantor's Percentage. Such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either becomes a Diluted Receivable (x) reduced as a result and if such Receivable was represented to be an Eligible Receivable at the time of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transactionits pledge hereunder), the Transferor Borrower shall be deemed to have received on such day a Collection in respect of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation dilution, and the Transferor Borrower shall pay cause to be paid into the Collection Agent Account an amount equal to such reduction dilution, as soon as reasonably practicable, but in no event later than the Business Day immediately following the date which is the earlier of the date upon which (x) receipt of notice of such event is received by the Borrower or cancellation and (y) the Borrower or the Collection Agent acquires knowledge thereof; (or, if the Collection Agent is not the Contributor or an Affiliate of the Contributor, the Business Day immediately following the date upon which the Collection Agent delivers notice to the Borrower of such event). Any such amount shall be applied by the Collection Agent as a Collection in accordance with the provisions of Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors., (b) If on any day (i) any of the representations or warranties in Article III (other than Sections 3.01(u) and (v)) was or becomes untrue with respect to a Receivable (and if such Receivable was represented to be an Eligible Receivable at the time of its pledge hereunder) or (ii) the nature of the Administrative Agent’s interest therein is unenforceable for any reason (whether on or after the date of any transfer pledge of an such interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunderLenders), then the Transferor Borrower shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Borrower shall on (as soon as reasonably practicable but in no event later than the Business Day immediately following the date which is the earlier of the date upon which (x) receipt of notice of such day pay to event is received by the Borrower or (y) the Borrower or the Collection Agent acquires knowledge thereof (or, if the Collection Agent is not the Contributor or an Affiliate of the Contributor, the Business Day immediately following the date upon which the Collection Agent delivers notice to the Borrower of such event)) cause to be paid into the Collection Account an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.05 or 2.6 2.06 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any Simultaneously with any payment by an Obligor (or by a Financing Party on the Borrower pursuant to this Section 2.09, each of the Lenders shall terminate all of its behalf) right, title and interest in respect of any indebtedness owed by it to the Transferor shallrelated Receivable and Related Security, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection on behalf of the Lenders and in consultation with each Funding Agent, shall take all action reasonably requested by the Borrower to effectuate such termination. Payment by the Borrower of each amount due under this Section 2.09 shall discharge the liability of the Borrower in relation to any Receivable such Receivables, and the Administrative Agent, each Funding Agent and each Lender shall have no further right or claim in respect of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor, including without limitation under Section 8.14 hereof.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustmentadjustment (including, dilutive factor without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors.​ (ba) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after ​ ​ the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable or becomes a Diluted Government Program Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable (determined without giving effect to any write-off with respect thereto) and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investors.​ (cb) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to any Transferring Affiliate, the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by each Administrative Agent to the Administrative Transferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.. ​

Deemed Collections; Application of Payments. (a) If on any day (i) the Outstanding Balance Servicer makes a deposit into the Collection Account in respect of a Collection of a Receivable and such Collection was received by the Servicer in the form of a check which is either not honored for any reason or (xii) reduced as the Servicer makes a result mistake with respect to the amount of any defectiveCollection and deposits an amount that is less than or more than the actual amount of such Collection, rejected the Servicer shall appropriately adjust the amount subsequently deposited into the Collection Account to reflect such dishonored check or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset mistake. Any Receivable in respect of any claim by any Person (whether such claim arises out of the same or which a related transaction or an unrelated transaction), the Transferor dishonored check is received shall be deemed not to have received on such day a Collection been paid. Notwithstanding the first two sentences of such Receivable this paragraph, adjustments made pursuant to this Section shall not require any changes in any report previously delivered pursuant to Section 2.11. (each, a “Deemed Collection”b) in If the Servicer adjusts downward the amount of any Receivable because of a rebate, refund, unauthorized charge or billing error to a cardholder, because such reduction Receivable was created in respect of merchandise which was refused or cancellation returned by a cardholder, or if the Servicer otherwise adjusts downward the amount of any Receivable without receiving Collections therefor or charging off such amount as uncollectible, then, in any such case, the amount of Principal Receivables used to calculate the Transferor's Interest and the Transferor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereofof Principal Receivables, as applicable. The Net Investment with respect to each Class shall will be reduced by the amount of such payment applied the adjustment. Similarly, the amount of Principal Receivables used to calculate the Transferor's Interest and (unless otherwise specified) any other amount required herein to be calculated by reference to the reduction amount of Principal Receivables will be reduced by the principal amount of any Receivable which was discovered as having been created through a fraudulent or counterfeit charge or with respect to which the covenant contained in subsection 5.1(j) was breached. Any adjustment required pursuant to either of the two preceding sentences shall be made on or prior to the end of the Collection Period in which such adjustment obligation arises. In the event that, following the exclusion of such Net Investment and actually received by Principal Receivables from the Administrative Agent for the benefit calculation of the Class InvestorsSubordinate Percentage, the Subordinate Percentage would be less than the Required Subordinate Percentage, not later than seven days after such adjustment, the Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to such adjustment. (bi) If on any day any of the representations or warranties in Article III (except for the representations and warranties in Sections 3.1(l) and 3.3(f)) was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Buyers or any of the Class Bank Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to make a deposit into the Collection Agent Account in immediately available funds in an amount equal to the Outstanding Balance amount of such Receivable and such amount shall Receivable, to be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 hereof. (ii) If any Account for which a Credit Card (as defined in the Sale and Purchase Agreement) is in effect shall not constitute an Eligible Account as of the Cut-Off Date, (x) the Transferor shall be deemed to have received on such day a Collection in respect of such Account in an amount specified in the following clause (y) and (y) the Transferor shall make a deposit into the Collection Account in immediately available funds in an amount equal to the amount received by the Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or 2.6 hereofCAC, as applicable. The Net Investment the case may be, or within 2 Business Days after receipt by the Account Owner, in each case pursuant to the Sale and Purchase Agreement, to be applied in accordance with respect Section 2.5 hereof. (iii) If on any day any Receivable related to each Class an Account governed by the terms of a Credit Card Agreement (other than the Credit Card Agreement entered into with the Original Sellers) is not an Eligible Receivable or a Defaulted Receivable, (x) the Transferor shall be reduced by deemed to have received on the date on which it is determined that such Receivable is not an Eligible Receivable or Defaulted Receivable a Collection of such Receivable in full and (y) the Transferor shall make a deposit into the Collection Account in immediately available funds in the amount of such payment Receivable, to be applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class Investorsin accordance with Section 2.5 hereof. (d) In the event that the Transferor is unable for any reason to transfer Receivables to the Agent in accordance with the provisions of this Agreement, including by reason of any order of any Governmental Authority (a "Transfer Restriction Event"), then, in any such event, (a) the Transferor and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Agent, after the date of such inability, all Collections, including Collections of Receivables transferred to the Agent prior to the occurrence of such event, and all amounts which would have constituted Collections but for the Transferor's inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Agent by the Transferor up to the Transferred Interest on such date), (b) the Transferor and the Servicer agree that such amounts will be applied as Collections in accordance with Article II and (c) Any payment by for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for the Transferor's inability to transfer Receivables to the Agent which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article II. For the purpose of the immediately preceding sentence, the Transferor and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Agent until the Agent shall have been allocated and paid Collections in an Obligor (or by a Financing Party amount equal to the aggregate amount of Principal Receivables up to the Transferred Interest as of the date of the occurrence of such event. If Transferor and the Servicer are unable pursuant to any requirements of law to allocate Collections as described above, the Transferor and the Servicer agree that, after the occurrence of such event, payments on its behalf) each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article II. The parties hereto agree that Finance Charge Receivables, whenever created and accrued in respect of any indebtedness owed by it Principal Receivables which have been conveyed to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, Agent shall continue to be applied as a Collection part of any Receivable of such Obligor included in the Transferred Interest (starting with notwithstanding any cessation of the oldest such Receivable) transfer of additional Principal Receivables to the extent of any amounts then due Agent and payable thereunder before being applied Collections with respect thereto shall continue to any other receivable or other indebtedness of such Obligorbe allocated and paid in accordance with Article II.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance Administrative Agent notifies the Transferor or the Transferor discovers that any of the representations or warranties made herein is untrue or incorrect with respect to a Receivable is either (x) reduced in any material respect as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same date such representation or a related transaction or an unrelated transaction)warranty was made and any applicable cure period, if any, has passed, then the Transferor shall be deemed to have received on such day a Collection of such Receivable (eachin full, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereofshall, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class Investors. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (eachday, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Aggregate Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Funding Agents. Simultaneously with any such payment by the Transferor, the Administrative Agent for the benefit Agent, on behalf of the Class InvestorsInitial Purchasers and the PARCO APA Banks, as the case may be, shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor and shall take all action reasonably requested by the Transferor to effectuate such conveyance. (b) If on any day a Receivable becomes a Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such Dilution Adjustment, and the Transferor shall pay to the Collection Agent an amount equal to such Dilution Adjustment. Any such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Aggregate Net Investment shall be reduced by the amount of such payment actually received by the Funding Agents. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentInitial Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance outstanding balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargebackcharge-back, allowance, any billing adjustment, dilutive factor or other adjustment, adjustment or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor Debtor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Collection Agent as a Collection in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any Collateral Agent, for the benefit of the Class Investors Secured Parties, as contemplated hereunder), the Transferor Debtor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor Debtor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance outstanding balance of such Receivable and such amount shall be deposited into the Collection Account and allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest Net Investment in accordance with Section 2.5 2.3 or 2.6 2.4 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor Debtor, AmeriCredit or AFC II shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest Net Investment (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) Each of the parties hereto agrees that, with respect to a payment by an Obligor (i) if required by contract or applicable Law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and the amount of a particular invoice) or if such Obligor designates that a payment be applied to a specific Receivable, such payment will be applied to such Receivable, and (ii) otherwise all Collections from an Obligor shall be applied to the oldest Receivables (whether or not such Receivables are Pool Receivables) of such Obligor. (b) If and to the extent the Administrative Agent, any Funding Agent or any Lender shall be required for any reason to pay over to an Obligor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Funding Agent or such Lender, as the case may be, shall have a claim against the Borrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof. (c) If on any day the Outstanding Balance of a Pool Receivable is either (x) reduced as or any part thereof becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and Diluted Receivable or, if less, the Transferor shall pay part thereof that causes such Pool Receivable to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as become a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsDiluted Receivable. (bd) If on any day it is determined that (i) any of the representations or warranties in Article III Clause 4.1 (Representations and Warranties of the Borrower) was untrue in so far as it relates to a particular Pool Receivable or becomes untrue Pool Receivables or the nature of the Administrative Agent’s interest in such Pool Receivable or Pool Receivables, in each case, at the time such representation or warranty was made with respect to such Pool Receivable or Pool Receivables, or (ii) that the Borrower has breached any covenant contained in Clause 5.1(w) (Title) in so far as it relates to a particular Pool Receivable (whether on or after Pool Receivables, the date of any transfer of an interest therein Borrower shall, unless such breach shall have been otherwise waived or cured in a manner reasonably satisfactory to the Administrative Agent or any of and the Class Investors as contemplated hereunder)Required Funding Agents, the Transferor shall be deemed to have received on such day a Collection of such Pool Receivable (each, a “Deemed Collection”) or Pool Receivables in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Unpaid Balance of such Receivable and such amount thereof. (e) Not later than the first Business Day after the Borrower is deemed pursuant to this Clause 2.8 to have received any Deemed Collection, the Borrower shall be allocated and applied by deposit in the Collection Agent as a Collection allocable to the Transferred Interest Borrower Concentration Account, in accordance with Section 2.5 or 2.6 hereofsame day funds, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied Deemed Collection; provided that the amount so payable by the Borrower shall not exceed the amount (if any) required (after giving effect to any Deemed Collection to be paid by any other Transaction Party on such day) in order to cause (i) the Percentage Factor to be less than or equal to the reduction of such Net Investment, and actually received Maximum Percentage Factor (determined by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it reference to the Transferor shall, except as otherwise specified by most recent Portfolio Report delivered under the Servicing Agreement) and (ii) the Aggregate Principal Balance to be less than or equal to the Facility Limit. Any such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, amount shall be applied as a Collection in accordance with Clauses 2.6 (Application of any Receivable Collections prior to Facility Termination Date) or 2.7 (Application of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such ObligorCollections after Facility Termination Date), as applicable.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day it is determined that (i) any of the representations or warranties in Article III was untrue with respect to a Receivable as of the date such representation or warranty was made or (ii) any of the representations or warranties set forth in Section 3.1(d) or Section 3.1(j) becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)) or (iii) a Receivable that was formerly treated as or represented to be an Eligible Receivable does not satisfy the requirements in paragraph (xi) of the definition of Eligible Receivable, the Transferor shall be deemed to have received on such day a Collection of on such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such the Net Investment, Investment and actually received by the applicable Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the each Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to or the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as a result of any defective, rejected or returned merchandise goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, chargeback, allowanceother dilution factor, any billing adjustment, dilutive factor adjustment or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), the Transferor shall be deemed to have received on such day a Collection collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (b) If on any day any of the representations or warranties in Article III was or becomes untrue is no longer true with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be allocated to the Company and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof2.6, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsCompany. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative AgentCompany, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor. (d) If on any day any Receivable owed by Phosphate Chemicals Export Association, Inc. is determined to be either a Delinquent Receivable or a Defaulted Receivable, the Transferor shall within two (2) Business Days thereafter pay to the Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be allocated to the Company and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Company.

Deemed Collections; Application of Payments. (a) If (i) on any day the Outstanding Balance of a Receivable (other than Unbilled Toll) is either reduced or cancelled (x) reduced as a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, Dilution Factor or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) during any month the Outstanding Balance of any Unbilled Toll has been either reduced or cancelled (x) as a result of any Dilution Factor or (y) as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), then, in either case, the Transferor shall be deemed to have received on such day (in the case of clause (i) above) or on the last day of such month (in the case of clause (ii) above) a Collection of such Receivable (eachor Receivables, a “Deemed Collection”) as applicable, in the aggregate amount of such reduction or cancellation and the Transferor shall pay to the Collection Agent an amount equal to such reduction or cancellation and such amount shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 2.5(a) or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (b) If on any day any of the representations or warranties in Article III was or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent Agent, the Company or any of the Class Bank Investors as contemplated hereunder), the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 2.5(a) or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for the benefit of the Class InvestorsAgent. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by any of the Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.Sellers

Deemed Collections; Application of Payments. (a) If In ------------------------------------------- the event that on any day the Outstanding Balance outstanding balance of a Receivable is either (x) reduced as a result of any defective, rejected defective or returned merchandise or servicesmerchandise, any discount, credit, rebate, dispute, warranty claim, repossessed cash discount or returned goods, chargeback, allowance, any billing adjustment, dilutive factor adjustment by either Seller or other adjustmentthe Transferor, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), then within ten (10) days, either (i) the Servicer shall deliver a Servicer's Certificate evidencing that the aggregate outstanding balance of Eligible Receivables is at least 111% of the Total Outstanding Investment and the Discount Reserve or (ii) the Transferor shall be deemed deposit to have received on such day a the credit of the Collection of such Receivable (each, a “Deemed Collection”) in Account the amount of such reduction or cancellation and the Transferor Agent shall pay be considered to have reconveyed to the Collection Transferor any interest in such Receivables (including the Transferred Interest therein). The Agent an amount equal agrees that it shall execute and return to the Transferor such reduction documents or cancellation instruments as are reasonably requested by the Transferor and necessary to terminate the Agent's interest on behalf of the Banks in such amount Receivables. Any such documents shall be applied prepared by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to each Class shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Agent for the benefit on behalf of the Class InvestorsTransferor. (b) If In the event that on any day any of the representations or warranties in Article III was or becomes untrue is no longer true with respect to a Receivable Receivable, then within ten (whether on or after the date 10) days of any transfer of an interest therein to the Administrative Agent or any of the Class Investors as contemplated hereunder)such occurrence, either (i) the Transferor shall be deemed cure the breach of the applicable representation or warranty or (ii) the Servicer shall deliver a Servicer's Certificate evidencing that the aggregate outstanding balance of Eligible Receivables (not including the aggre- gate outstanding balance of the Receivables subject to have received on any such day breach of a representation or warranty) is at least 111% of the Total Outstanding Investment and the Discount Reserve or (iii) the Transferor shall deposit to the credit of the Collection Account the outstanding balance of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall Agent, on such day pay to behalf of the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount Banks, shall be allocated and applied by the Collection Agent as a Collection allocable considered to have recon veyed to such Transferor any interest in such Receivables (including the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicabletherein). The Net Investment with respect to each Class Agent agrees that it shall be reduced by the amount of such payment applied to the reduction of such Net Investment, execute and actually received by the Administrative Agent for the benefit of the Class Investors. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it return to the Transferor shall, except such documents or instruments as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed are reasonably requested by the Administrative Transferor and necessary to terminate the Agent, 's interest on behalf of the Banks in such Receivables. Any such documents shall be applied as a Collection prepared by or on behalf of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such ObligorTransferor.

Deemed Collections; Application of Payments. (a) If on any day the Outstanding Balance of a Receivable is either (x) reduced as becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, chargeback, allowance, any billing adjustment, dilutive factor or other adjustment, or (y) reduced or canceled as a result of a setoff or offset in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction)Diluted Receivable, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in the amount of such reduction or cancellation of such Receivable, and the Transferor shall pay be deemed to have paid on such day to the Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be reported as such on the next succeeding Monthly Report, Weekly Report or Daily Report, as applicable, and shall be applied by the Collection Agent as a Collection in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to Investment, and each Class Group Net Investment, shall be reduced by the amount of such payment applied to the reduction of such Net Investment and actually received by the Administrative Funding Agents. Notwithstanding the foregoing but only so long as the Termination Date has not occurred, if and to the extent that the Percentage Factor is less than 100% on any day on which a Receivable becomes a Diluted Receivable (after giving effect to the applicable reduction to the Net Receivables Balance as a result of such Diluted Receivable), the Transferor shall not be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation of such Receivable, nor to have paid on such day to the Collection Agent for the benefit of the Class Investorsan amount equal to such reduction or cancellation. (b) If on any day any of the representations or warranties in Article III was is determined to be incorrect or becomes untrue with respect to a Receivable (whether on or after the date of any transfer of an interest therein to the Administrative Agent or any as of the Class Investors as contemplated hereunder)time to which such representation or warranty speaks, the Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Transferor shall on such day pay to the Collection Agent an amount equal to the Outstanding Balance of such Receivable and such amount shall be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment with respect to Investment, and each Class Group Net Investment, shall be reduced by the amount of such payment applied to the reduction of such Net Investment, and actually received by the Administrative Agent for Funding Agents. Simultaneously with any such payment by the benefit Transferor, each of the Class InvestorsTransferees shall convey all of its right, title and interest in such Receivable and Related Security to the Transferor, and the Administrative Agent, on behalf of the Transferees, shall take all action reasonably requested by the Transferor to effectuate such conveyance. Notwithstanding the foregoing but only so long as the Termination Date has not occurred, if and to the extent that the Percentage Factor is less than 100% on any day on which a representation or warranty in Article III is determined to be incorrect or untrue with respect to a Receivable as of the time to which such representation or warranty speaks (after giving effect to the applicable reduction to the Net Receivables Balance as a result of the such Receivable no longer constituting an Eligible Receivable), the Transferor shall be not deemed to have received on such day a Collection of such Receivable equal to the Outstanding Balance of such Receivable and such amount shall not be required to be allocated and applied by the Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. (c) Any payment by an Obligor (or by a Financing Party on its behalf) in respect of any indebtedness owed by it to the Transferor or the applicable Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agentlaw, be applied as a Collection of any Receivable of such Obligor included in the Transferred Interest (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.