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, charge-back, 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 Debtor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Debtor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the 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 Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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, rebate, dispute, warranty claim, repossessed or returned goods, charge-backchargeback, 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 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 Collateral Agent, for the benefit Administrative Agent or any of the Secured Parties, Class Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account 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 Receivablepayment 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 Debtor, AmeriCredit or AMTN Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAdministrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation of such Receivable, and the Debtor Transferor shall pay be deemed to have paid on such day to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into reported as such on the Collection Account next succeeding Monthly Report or Weekly Report, as applicable, and shall be applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment, and each Group Net Investment, shall be reduced by the amount of such payment actually received by the 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 an 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 Collateral Agent, for the benefit as of the Secured Parties, as contemplated hereunder)time to which such representation or warranty speaks, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment, and each Group Net Investment, shall be reduced by the amount of such payment actually received by the Funding Agents. Simultaneously with any such payment by the Transferor, each of the Transferees 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurerlaw, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Debtor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the 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 Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN AMC shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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 goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, charge-back, allowanceother dilution factor, any billing adjustment or other 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 Debtor Transferor shall be deemed (for the limited purposes of this Agreement) to have received on such day a Collection collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to the Percentage Factor of such reduction or cancellation cancellation, and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 hereof2.6, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Company. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Receivable, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be deposited into allocated to the Collection Account and allocated Company and applied by the Servicer Collection Agent as a Collection on account 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 Receivablepayment actually received by the Company. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN CompuCom shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerCompany, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an invoice and reissuance of a new invoice relating to the same sale or service) or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivableallocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. (cb) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurereach Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, allowance, any billing adjustment or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurereach Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such the applicable reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Administrative Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer treated as a Collection of a Receivable in accordance with Section 2.3 or 2.4 hereof, as applicablethe provisions of the Transaction 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 Collateral AgentCP Conduit Purchasers and the Committed Purchasers, for or an assignment therein by the benefit of CP Conduit Purchasers to the Secured Parties, as contemplated hereunderCommitted Purchasers under the Asset Purchase Agreements), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Administrative Agent. Simultaneously with any such payment by the 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 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, Contractual Adjustment, rebate, dispute, warranty claim, repossessed or returned goods, charge-back25 chargeback, allowance, any billing adjustment or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurereach Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable.. ​ (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivable.allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. ​ (cb) Any payment by an Obligor in respect of any indebtedness owed by it to any Transferring Affiliate, the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerTransferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Borrower shall be deemed to have received on such day a Collection of such Receivable or repayment of a loan to the European Purchaser, as applicable, in the amount (in Dollars or the Dollar Equivalent) of such the applicable reduction or cancellation cancellation, and the Debtor Borrower shall pay to the Servicer 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 deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.06 or 2.4 2.07 hereof, as applicable. (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 of any transfer of an interest therein to the Collateral Agent, for the benefit nature of the Secured Parties, as contemplated hereunder)Administrative Agent's interest therein, the Debtor Borrower shall be deemed to have received on such day a Collection of such Receivable or repayment of a loan to the European Purchaser, as applicable, in full and the Debtor shall Borrower shall, on such day day, pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivablein accordance with Section 2.06 or 2.07 hereof, as applicable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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 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 in any material respect as of the date such representation or 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 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 shall be reduced by the amount of such payment actually received by the Funding Agents. Simultaneously with any such payment by the Transferor, the Administrative Agent, on behalf of the Initial 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 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation Dilution Adjustment, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and Dilution Adjustment. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor . The Aggregate Net Investment shall be deemed to have received on such day a Collection reduced by the amount of such Receivable in full and the Debtor shall on such day pay to the 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 payment actually received by the Servicer as a Collection on account of such ReceivableFunding Agents. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerInitial Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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 discountcash discount or any adjustment by either Seller or the Transferor, credit, rebate, dispute, warranty claim, repossessed or returned goods, charge-back, 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), then within ten (10) days, either (i) the Debtor Servicer shall be deemed 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 deposit to have received on such day a the credit of the Collection of such Receivable in Account the amount of such reduction or cancellation and the Debtor Agent shall pay be considered to have reconveyed to the Servicer an amount equal Transferor any interest in such Receivables (including the Transferred Interest therein). The Agent 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 deposited into prepared by or on behalf of the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableTransferor. (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 10) days of such occurrence, either (i) the Transferor shall cure the breach of the applicable representation or after warranty or (ii) the date 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 any transfer such breach of an interest therein 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 Collateral Agent, for the benefit credit of the Secured Parties, as contemplated hereunder), Collection Account the Debtor shall be deemed to have received on such day a Collection outstanding balance of such Receivable in full and the Debtor Agent, on behalf of the Banks, shall on be considered to have recon veyed to such day pay Transferor any interest in such Receivables (including the Transferred Interest therein). The Agent agrees that it shall execute and return to the Servicer an amount equal Transferor such documents or instruments as are reasonably requested by the Transferor and necessary to terminate the Outstanding Balance Agent's interest on behalf of the Banks in such Receivable and Receivables. Any such amount documents shall be deposited into prepared by or on behalf of the Collection Account and allocated and applied by the Servicer as a Collection on account of such ReceivableTransferor. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.05 or 2.4 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Administrative Agent. (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 Collateral AgentCP Conduit Purchasers and the Committed Purchasers, for or an assignment therein by the benefit of CP Conduit Purchas- ers to the Secured Parties, as contemplated hereunderCommitted Purchasers under the Asset Purchase Agreements), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Administrative Agent. Simultaneously with any such payment by the 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 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Funding 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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)such representation or warranty was made, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Funding Agent. Simultaneously with any such payment by the Transferor, each of PARCO and the 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 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerPARCO, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-back, 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 Debtor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction Diluted Receivable or cancellation and the Debtor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicablepart 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 Purchaser’s or the Administrative Agent’s interest therein to the Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)in such Pool Receivable, the Debtor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in full and the Debtor shall on such day pay to the Servicer an amount equal to the Outstanding Unpaid Balance thereof. (e) If on any day a RIBA Dilution occurs, the Borrower shall be deemed to have received on such day a Collection in the amount of such Receivable and RIBA Dilution. (f) 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 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 the Aggregate Principal Balance to be less than or equal to the Maximum Aggregate Principal Balance. Any such amount shall be deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, 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 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 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, rebate, dispute, warranty claim, repossessed or returned goods, charge-backchargeback, 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 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 Collateral Agent, for the benefit Administrative Agent or any of the Secured Parties, Class Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a “Deemed Collection”) in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account 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 Receivablepayment 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAdministrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in the amount of such reduction Diluted Receivable or cancellation and the Debtor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable.part thereof. 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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Portfolio Receivable, the Debtor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in full and the Debtor shall on such day pay to the Servicer an amount equal to the Outstanding Unpaid Balance thereof. (e) If on any day a RIBA Dilution occurs, the Seller shall be deemed to have received on such day a Collection in the amount of such Receivable RIBA Dilution. (f) 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 the Seller 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 the Aggregate Invested Amount to be less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base. Any such amount shall be deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, charge-back, allowanceother dilution factor, any billing adjustment or other 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 Debtor Transferor shall be deemed to have received on such day a Collection collection of such Receivable in the amount of such reduction or cancellation and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 hereof2.6, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Company. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Receivable, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be deposited into allocated to the Collection Account and allocated Company and applied by the Servicer Collection Agent as a Collection on account 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 Receivablepayment actually received by the Company. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerCompany, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation of such Receivable, and the Debtor Transferor shall pay be deemed to have paid on such day to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into reported as such on the Collection Account next succeeding Monthly Report, Weekly Report or Daily Report, as applicable, and shall be applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment, and each Group Net Investment, shall be reduced by the amount of such payment actually received by the 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 an 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 Collateral Agent, for the benefit as of the Secured Parties, as contemplated hereunder)time to which such representation or warranty speaks, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment, and each Group Net Investment, shall be reduced by the amount of such payment actually received by the Funding Agents. Simultaneously with any such payment by the Transferor, each of the Transferees 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the applicable Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurerlaw, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, 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, charge-back, 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 Debtor Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or cancellation and Diluted Receivable or, if less, the Debtor shall pay part thereof that causes such Pool Receivable to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as become a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableDiluted 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 Collateral AgentAdministrative Agent and the Required Funding Agents, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Pool Receivable or Pool Receivables in full and the Debtor shall on such day pay to the Servicer an amount equal to the Outstanding Unpaid Balance 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 deposit in the Borrower Concentration Account, in same day funds, the amount of such Receivable 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 Maximum Percentage Factor (determined by reference to the 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 amount shall be deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, 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 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 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, charge-backchargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an invoice and reissuance of a new invoice relating to the same sale or service) or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurereach Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-back, 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 Debtor Borrower shall be deemed to have received on such day a Collection in respect of such Receivable in the amount of such reduction or cancellation dilution, and the Debtor Borrower shall pay cause to be paid into the Servicer Collection 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 deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with the provisions of Section 2.3 2.05 or 2.4 2.06 hereof, as applicable., (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunderLenders), then the Debtor Borrower shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor 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 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 Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivablein accordance with Section 2.05 or 2.06 hereof, as applicable. (c) Any Simultaneously with any payment by an Obligor the Borrower pursuant to this Section 2.09, each of the Lenders shall terminate all of its right, title and interest in the related Receivable and Related Security, and the Administrative Agent, 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 such Receivables, and the Administrative Agent, each Funding Agent and each Lender shall have no further right or claim in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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, including without limitation under Section 8.14 hereof.

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, charge-back, allowance, any billing adjustment, similar dilutive factor or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 2.5 or 2.4 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 shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of the Secured PartiesCompany or the Bank Investors, as applicable, as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable 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 shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness indebtedness, obligation or liability owed by it to the DebtorTransferor, AmeriCredit any Originator Subsidiary or AMTN the Parent shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 (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, charge-back, 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 Debtor 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. (b) 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 Debtor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Servicer amount of Principal Receivables, will be reduced by the amount of 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 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 Principal Receivables from the calculation of the Subordinate 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 reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableadjustment. (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 Collateral Agent, for the benefit of Buyers or the Secured Parties, Bank Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to make a deposit into the Servicer Collection Account in immediately available funds in an amount equal to the Outstanding Balance amount of such Receivable Receivable, to be applied in accordance with Section 2.5 hereof. (ii) If any Account for which a Credit Card (as defined in the Sale and such amount Purchase Agreement) is in effect shall not constitute an Eligible Account as of the Cut-Off Date, (x) the Transferor shall be deposited 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 and allocated and applied in immediately available funds in an amount equal to the amount received by the Servicer Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or CAC, as 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 Section 2.5 hereof. (iii) If on any day any Receivable related to 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 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 on account 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 Receivable, to be applied 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 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 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 Debtor, AmeriCredit or AMTN shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by Agent shall continue to be a part of the Note Insurer, be applied as a Collection Transferred Interest notwithstanding any cessation of any Receivable the transfer of such Obligor included in the Net Investment (starting with the oldest such Receivable) 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 becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such the applicable reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.05 or 2.4 2.06 hereof, as applicable. (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 Collateral AgentCP Conduit Purchasers and the Committed Purchasers, for or an assignment therein by the benefit of CP Conduit Purchasers to the Secured Parties, as contemplated hereunderCommitted Purchasers under the Asset Purchase Agreements), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. Simultaneously with any such payment by the 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 Receivable and Related Security to the Transferor, and the Administrative Agent, on account behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Transferor to effectuate such Receivableconveyance. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurerlaw, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor 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. (b) 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 Debtor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Servicer amount of Receivables, will be reduced by the amount of 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 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 Receivables from the calculation of the Subordinate 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 reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableadjustment. (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 Collateral Agent, for Agent or the benefit of the Secured Parties, Buyer as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to make a deposit into the Servicer Collection Account in same day funds in an amount equal to the Outstanding Balance amount of such Receivable and such amount Receivable, to be applied as 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 deposited 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 and allocated and applied in same day funds in an amount equal to the amount received by the Servicer Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or CAC, as 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 Section 2.5 hereof. (iii) If on any day any Receivable related to 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 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 on account 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 Receivable, to be applied as 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 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 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 Debtor, AmeriCredit or AMTN shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by Agent shall continue to be a part of the Note Insurer, be applied as a Collection Transferred Interest notwithstanding any cessation of any Receivable the transfer of such Obligor included in the Net Investment (starting with the oldest such Receivable) 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 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, charge-back, allowance, chargeback 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 Debtor shall be deemed to have received on such day a Collection balance of such Receivable in without receiving Collections therefor and before such Receivable becomes a Defaulted Receivable, the amount of such cancellation, reduction or cancellation and adjustment shall thereafter be deducted from the Debtor shall pay to aggregate Outstanding Principal Balance of the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableReceivables. (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 Collateral Agent the Conduits or the 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 will pay, with respect to each Class, to the Agent, for the benefit of the Secured PartiesConduit or the Bank Investors of such Class, as contemplated hereunder)applicable, the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer treated as a Collection and allocated, with other Collections, in accordance with Section 2.5(a) on account of such ReceivableRemittance Date. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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, charge-backchargeback, 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 Debtor shall be deemed to have received on such day a Collection balance of such Receivable in without receiving Collections therefor and prior to such Receivable becoming a Defaulted Receivable, the amount of such cancella- tion, reduction or cancellation adjustment shall thereafter be deducted from the aggregate Outstanding Principal Balance of the Receivables and the Debtor Net Receivables Balance. If such reduction would result in a Buyers' Percentage Factor greater than the Maximum Buyers' Percentage Factor, the Transferor shall pay (or direct the Servicer to pay from Collections otherwise distributable to the Servicer 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 deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableAgent to the reduction of the Net Investment. (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 Collateral Agent, for the benefit of Company or the Secured Parties, Bank Investors as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Receivable shall thereafter not be included in full and any calculation of the Debtor 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 on such day pay (or direct the Servicer to pay from Collections otherwise distributable to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it Agent to the 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 Note Insurer, be applied as a Collection reduction of any Receivable of such Obligor included in the 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 ObligorInvestment.

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, charge-back, 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 Debtor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Debtor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Net Investment in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN AFC II shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the 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 goods or services, any cash discount, credit, rebate, dispute, warranty claim, repossessed allowance or returned goods, charge-back, allowanceother dilution factor, any billing adjustment or other 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 Debtor Transferor shall be deemed to have received on such day a Collection collection of such Receivable in the amount of such reduction or cancellation and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 hereof2.6, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Company. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Receivable, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer Collection Agent an amount equal to the aggregate Percentage Factor of the Outstanding Balance of such Receivable and such amount shall be deposited into allocated to the Collection Account and allocated Company and applied by the Servicer Collection Agent as a Collection on account 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 Receivablepayment actually received by the Company. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerCompany, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-backchargeback, allowance, any billing adjustment or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of Company or the Secured Parties, Bank Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable.. ​ (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivable.allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. ​ (cb) Any payment by an Obligor in respect of any indebtedness owed by it to any Transferring Affiliate, the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerTransferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.05 or 2.4 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Administrative Agent. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunderPurchasers), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Administrative Agent. Simultaneously with any such payment by the Transferor, each of the Purchasers 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerRequired Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-backchargeback, 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 Debtor shall be deemed to have received on such day a Collection balance of such Receivable in without receiving Collections therefor and prior to such Receivable becoming a Defaulted Receivable, the amount of such cancellation, reduction or cancellation 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 Guarantor's Percentage less than the Minimum Guarantor's Percentage, the Debtor shall pay to the Servicer 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 deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableAgent to the reduction of the Net Investment. (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 Collateral Agent, for the benefit of Company or the Secured Parties, Bank Investors as contemplated hereunder), such Receivable shall 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, the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it Agent to the 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 Note Insurer, be applied as a Collection reduction of any Receivable of such Obligor included in the 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 ObligorInvestment.

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, charge-back, 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 Debtor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Debtor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder), the Debtor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Net Investment in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN AFC III shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the 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, charge-backchargeback, allowance, any billing adjustment (including, without limitation, any cancellation of an Invoice and reissuance of a new Invoice relating to the same sale or service) or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable.. ​ (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivable.allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. ​ (cb) Any payment by an Obligor in respect of any indebtedness owed by it to any Transferring Affiliate, the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerTransferor or the Collection Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-back, 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 Debtor Issuer shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation and the Debtor Issuer shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Issuer or has subsequently become untrue with respect to such Receivable, the Debtor Issuer shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Issuer shall on such day pay to the 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 Servicer as a Collection on account allocable to the Net Investment in accordance with Section 2.3 or 2.4 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the DebtorIssuer, AmeriCredit or AMTN AWC shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the 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, 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, charge-back, 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 Debtor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in the amount of such reduction Diluted Receivable or cancellation and the Debtor shall pay to the Servicer an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicablepart 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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)Portfolio Receivable, the Debtor Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in full and the Debtor shall on such day pay to the Servicer an amount equal to the Outstanding Unpaid Balance thereof. (e) If on any day a RIBA Dilution occurs, the Seller shall be deemed to have received on such day a Collection in the amount of such Receivable RIBA Dilution. (f) 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 the Seller 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 the Aggregate Invested Amount to be less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base. Any such amount shall be deposited into the Collection Account and allocated and applied by the Servicer as a Collection on account of such Receivable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, allowance, any billing adjustment or other 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, 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 Debtor Transferor shall be deemed to have received on such day a Collection of on such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Net Investment and actually received by the applicable Administrative Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurereach Administrative Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-backchargeback, 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Enterprise Net Investment, the Atlantic Net Investment and the Liberty Net Investment shall be reduced by the amount of such payment applied to the reduction of the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment, as applicable, and actually received by the Agent. (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 Collateral Agent, for the benefit Agent or any of the Secured Parties, Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable (each, a "DEEMED COLLECTION") in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account 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 and the Liberty Net Investment shall be reduced by the amount of such Receivablepayment applied to the reduction of the Enterprise Net Investment, the Atlantic Net Investment or the Liberty Net Investment, as applicable, and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN Transferor shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerEnterprise, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Group 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 Collateral Agent, for the benefit of the Secured Parties, as contemplated hereunder)such representation or warranty was made, the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5 or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Group Agents. Simultaneously with any such payment by the Transferor, the Funding Agent, as agent for the 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 Transferor, take all action reasonably requested by the Transferor to effectuate such conveyance. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit or AMTN a Receivable shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerFunding Agent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 (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, charge-back, 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 Debtor 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 or Receivables, as applicable, in the aggregate amount of such reduction or cancellation and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5(a) or 2.4 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Agent. (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 Collateral Agent, for the benefit of Company or the Secured Parties, Bank Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.5(a) or 2.6 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by any of the Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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.Sellers

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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such the applicable reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and cancellation. Any such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.05 or 2.4 2.06 hereof, as applicable. (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 Collateral AgentCP Conduit Purchasers and the Committed Purchasers, for or an assignment therein by the benefit of CP Conduit Purchasers to the Secured Parties, as contemplated hereunderCommitted Purchasers under the Asset Purchase Agreements), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. Simultaneously with any such payment by the 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 Receivable and Related Security to the Transferor, and the Administrative Agent, on account behalf of the CP Conduit Purchasers and the Committed Purchasers, shall take all action reasonably requested by the Transferor to effectuate such Receivableconveyance. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note Insurerlaw, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 becomes a result of any defective, rejected or returned merchandise or services, any discount, credit, rebate, dispute, warranty claim, repossessed or returned goods, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer 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 deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.05 or 2.4 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such payment actually received by the Administrative Agent. (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 Collateral AgentCP Conduit Purchasers and the Committed Purchasers, for or an assignment therein by the benefit of CP Conduit Purchasers to the Secured Parties, as contemplated hereunderCommitted Purchasers under the Asset Purchase Agreements), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.05 or 2.06 hereof, as applicable. The Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Administrative Agent. Simultaneously with any such payment by the 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 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 in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerCP Conduit Purchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 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, charge-backchargeback, 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 Debtor 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 Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.5 or 2.4 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. Whenever such amount referred to above is paid by the Transferor, the Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (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 Collateral Agent, for the benefit of Company or the Secured Parties, Bank Investors as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to the Servicer 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 Servicer Collection Agent as a Collection on account 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 ReceivableReceivable from the calculation of the Percentage Factor would not cause the Percentage Factor to exceed the Maximum Percentage Factor. The Net Investment shall be reduced by the amount of such payment applied to the reduction of the Net Investment and actually received by the Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Note InsurerAgent, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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) 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, charge-back, 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 Debtor Borrower shall be deemed to have received on such day a Collection of such Receivable in the amount of such the applicable reduction or cancellation cancellation, and the Debtor Borrower shall pay to the Servicer 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 deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.06 or 2.4 2.07 hereof, as applicable. (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 of any transfer of an interest therein to the Collateral Agent, for the benefit nature of the Secured Parties, as contemplated hereunder)Administrative Agent's interest therein, the Debtor Borrower shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Borrower shall, on such day day, pay to the Servicer 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 deposited into the Collection Account and allocated and applied by the Servicer Collection Agent as a Collection on account of such Receivablein accordance with Section 2.06 or 2.07 hereof, as applicable. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the 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 Note Insurer, be applied as a Collection of any Receivable of such Obligor included in the 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, charge-back, 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 Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in the amount of such reduction or cancellation cancellation, and the Debtor Transferor shall pay to the Servicer Collection Agent an amount equal to such reduction or cancellation and (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 deposited into the Collection Account and applied by the Servicer Collection Agent as a Collection in accordance with Section 2.3 2.04 or 2.4 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 day any of the representations or warranties in Article III of this Agreement was or becomes untrue with respect to a Receivable (whether on or after the date nature of any transfer of an the Administrative Agent’s interest therein to the Collateral Agent(each such Receivable, for the benefit of the Secured Parties, as contemplated hereundera “Fully Diluted Receivable”), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor shall Transferor shall, on such day day, pay to the Servicer 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 Servicer Collection Agent as a Collection on account allocable to the Transferred Interest in accordance with Section 2.04 or 2.05 hereof, as applicable. The Aggregate Net Investment shall be reduced by the amount of such Receivablepayment actually received by the Administrative Agent. (c) Any payment by an Obligor in respect of any indebtedness owed by it to the Debtor, AmeriCredit Transferor or AMTN 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 Note InsurerPurchasers, be applied as a Collection of any Receivable of such Obligor included in the Net Investment 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 (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, charge-back, 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 Debtor 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. (b) 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 Debtor shall pay (unless otherwise specified) any other amount required herein to be calculated by reference to the Servicer amount of Principal Receivables, will be reduced by the amount of 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 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 Principal Receivables from the calculation of the Subordinate 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 reduction or cancellation and such amount shall be deposited into the Collection Account and applied by the Servicer as a Collection in accordance with Section 2.3 or 2.4 hereof, as applicableadjustment. (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 Collateral Agent, for Agent or the benefit of the Secured Parties, Buyer as contemplated hereunder), the Debtor Transferor shall be deemed to have received on such day a Collection of such Receivable in full and the Debtor Transferor shall on such day pay to make a deposit into the Servicer Collection Account in immediately available funds in an amount equal to the Outstanding Balance amount of such Receivable Receivable, to be applied as Collections in accordance with Section 2.5 hereof. (ii) If any Account for which a Credit Card (as defined in the Sale and such amount Purchase Agreement) is in effect shall not constitute an Eligible Account as of the Cut-Off Date, (x) the Transferor shall be deposited 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 and allocated and applied in immediately available funds in an amount equal to the amount received by the Servicer Transferor pursuant to the Sale and Purchase Agreement in respect of such Account, when such amount is received by the Transferor or CAC, as 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 Section 2.5 hereof. (iii) If on any day any Receivable related to 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 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 on account 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 Receivable, to be applied as 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 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 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 Debtor, AmeriCredit or AMTN shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by Agent shall continue to be a part of the Note Insurer, be applied as a Collection Transferred Interest notwithstanding any cessation of any Receivable the transfer of such Obligor included in the Net Investment (starting with the oldest such Receivable) 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.