Common use of Distributions Clause in Contracts

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Fundson a pro rata basis, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Fundson a pro rata basis, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero, pro rata to the Class A-2-A Notes and Class A-2-B Notes based on their respective Outstanding Amounts; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal balance amount of the Class B A-4 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal balance amount of the Class C B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the Outstanding Amount thereof has been reduced to zero; and (vii) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Intercreditor Agent and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by Exeter and, in the Servicercase of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (xu) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (yv) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (x) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer and (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank, (z) $25,000 in the Lockbox Processor, aggregate in any calendar year to the Trust Collateral Agent and the TrusteeIntercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Lockbox Bank Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, funds to the account of such Holder Noteholder at a bank or other entity depository institution having appropriate facilities thereforewire transfer facilities, if such provided that the Noteholder shall have provided has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the Note Registrar appropriate written instructions at least five Business Days prior to such related Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Registerwhich may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero, pro rata to the Class A-2-A Notes and Class A-2-B Notes based on their respective Outstanding Amounts; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal balance amount of the Class B A-4 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal balance amount of the Class C B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the Outstanding Amount thereof has been reduced to zero; and (vii) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.,

Distributions. (a) On or before each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate the Total Available Amount, the Available Interest, the Available Principal, if any, the Basic Servicing Fee, the Aggregate Noteholders’ Interest Distributable Amount (based solely including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount), the Noteholders’ Regular Principal Distributable Amount, the Aggregate Noteholders’ Principal Distributable Amount, the Specified Reserve Account Balance, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the Collection Account, the Note Distribution Account and, the Reserve Account, if applicable, on or before the related Distribution Date. (b) Based in each case on the information contained in the Servicer’s Certificate Accounting delivered with respect to on the related Determination Date pursuant to Section 2.09 of this Agreement: (i) On or before each Distribution Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts Indenture Trustee shall transfer from the Collection Account unless otherwise specified, to the extent Servicer, in immediately available funds, payments of Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) with respect to Receivables which became Liquidating Receivables during the sources related Monthly Period pursuant to Section 2.03 of this Agreement. (ii) On or before each Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account and deposit in the Collection Account the amount of cash or other immediately available funds stated on deposit therein. (c) Except as otherwise provided in Section 4.06(d), on each Distribution Date the Indenture Trustee (based on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to be available thereforeSection 2.09) shall make the following distributions from the Collection Account (after the withdrawals, deposits and transfers specified in Section 4.06(b) have been made) in the following order of priority: (i) from the Total Available Fundsfirst, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent of the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3Total Available Amount, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesBasic Servicing Fee; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each casesecond, to the extent of the Total Available Amount (as such fees, expenses or indemnities have not amount has been previously paid reduced by the Servicer, and provided that such fees, expenses and indemnities shall not exceed distributions described in clause (xi) $100,000 in the aggregate in any calendar year above) to the Owner Trustee and (y) $100,000 in Note Distribution Account for the aggregate in any calendar year to payment of interest on the Lockbox BankClass A Notes, the Lockbox Processor, the Trust Collateral Agent and the Trustee)Aggregate Class A Interest Distributable Amount; (iii) from third, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (ii) above), to the Class A Noteholders, pari passuNote Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Noteholders’ Interest First Priority Principal Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from fourth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for distribution as provided in paragraph (b) belowthe payment of interest on the Class B Notes, the Aggregate Class A Principal Parity B Interest Distributable Amount; (v) from fifth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account for distribution as provided the payment of principal on the Notes in paragraph (b) belowthe priority specified in the Indenture, any Matured the Second Priority Principal Shortfall on account of the Class A NotesDistributable Amount; (vi) from sixth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of interest on the Class B NoteholdersC Notes, the Noteholders’ Aggregate Class C Interest Distributable Amount for the Class B Notes for such Distribution DateAmount; (vii) from seventh, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Note Distribution Account for distribution as provided the payment of principal on the Notes in paragraph (b) belowthe priority specified in the Indenture, the Class B Third Priority Principal Parity Distributable Amount; (viii) from eighth, to the Reserve Account, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (vii) above), for distribution as provided in paragraph (b) below, any Matured Principal Shortfall the amount required to bring the amount on account of deposit therein up to the Class B NotesSpecified Reserve Account Balance; (ix) from ninth, to the Note Distribution Account for payment to the Noteholders of principal on the Notes in the priority specified in the Indenture, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), an amount equal to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Regular Principal Distributable Amount; (xixx) from tenth, to the Indenture Trustee, to the extent of the Total Available Funds, to Amount (as such amount has been reduced by the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified distributions described in clauses (i) and through (iiix) above), any costs of the Indenture Trustee incurred pursuant to Section 7.03 associated with a resignation of the Servicer and the appointment of a successor Servicer; and (xxiixi) from the Total Available Fundseleventh, to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust AgreementCertificateholders on a pro rata basis), the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments portion of the Noteholders’ Interest Distributable Amounts Total Available Amount remaining after the distributions described in clauses (iii), i) through (vi), (ix), (xiix) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (bd) On each Distribution DateNotwithstanding the foregoing, at any time that the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes have not been paid in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes full and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) declared immediately due and payable following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iunder Sections 5.1(a), 5.1(ii5.1(b), 5.1(iv) 5.1(c), 5.1(d), 5.1(e), or 5.1(v5.1(f) of the Indenture, then (unless Section 4.06(e) is applicable) until such time as the Notes have been paid in full and the Indenture has been discharged or (Cthe foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the receipt of Insolvency Proceeds pursuant Indenture, the order in which the amounts allocated to Section 10.1(b), amounts deposited in the Note Distribution Account pursuant to clauses (including any such Insolvency Proceedsii) through (vii) of Section 4.06(c) of this Agreement will be used to make payments to Noteholders shall be paid to the Noteholders, pursuant to order specified in Section 5.6 2.7(c) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesReceivables and (5) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Lockbox Bank and Bank, the Lockbox Processor and the successor servicer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (dc). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Funds, second from the Collection Reserve Account unless otherwise specifiedand third from any Deficiency Claim Amounts. (i) first, from the Distribution Amount, (A) to the Trust for payment of any taxes due and unpaid with respect to the Trust, to the extent such taxes have not been previously paid by AFL or by the Servicer pursuant to Section 3.8, and (B) then to the Servicer, the amount of Outstanding Monthly Advances for which the Servicer is entitled to be reimbursed pursuant to Section 4.4(c) and for which the Servicer has not previously been reimbursed pursuant to Section 4.8; (ii) second, from the Distribution Amount then remaining on deposit in the Collection Account, to the Owner Trustee, any accrued and unpaid fees of the sources of funds stated Owner Trustee in accordance with the Trust Agreement and including amounts with respect to which the Administrator is entitled to be available thereforereimbursed pursuant to the Administration Agreement; to the Indenture Trustee, any accrued and unpaid fees of the Indenture Trustee in accordance with the Indenture; to any Lockbox Bank, Custodian, Backup Servicer, Collateral Agent, Indenture Collateral Agent or Administrator (including the Owner Trustee or Indenture Trustee if acting in any such additional capacity), any accrued and unpaid fees (in each case, to the extent such Person has not previously received such amount from the Servicer or AFL), to the Backup Servicer, any transition expenses (not to exceed $100,000) in accordance with Section 8.3; PROVIDED, HOWEVER, in the event that the rating assigned by Standard & Poor's to the claims-paying ability of the Security Insurer is not AAA, the accrued and unpaid fees of the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Indenture Collateral Agent and the Administrator shall be distributed pursuant to this clause (ii) to the extent such fees are not in excess of the amount (the "Servicer Fee Threshold") obtained by dividing (x) .20% of the Aggregate Principal Balance by (y) twelve, and any accrued and unpaid fees in excess of the Servicer Fee Threshold remaining to be distributed pursuant to this clause (ii) shall not be distributed pursuant to this clause (ii) but shall be distributed after the distributions to be made pursuant to clause (v) below but before the distributions to be made pursuant to clause (vi) below; (iii) third, from the Distribution Amount then remaining on deposit in the following order of priority: (i) from the Total Available FundsCollection Account, to the Servicer, (1) the Base Basic Servicing Fee for the related Collection Monthly Period, (2) any Supplemental Servicing Fees for the related Collection Monthly Period, (3) and any amounts specified in Section 5.3 and (4) 4.2(b), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date4.8; (iv) fourth, from the Total Available Funds, for distribution as provided Distribution Amount then remaining on deposit in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available FundsCollection Account, to the Class B NoteholdersNote Distribution Account, an amount equal to the Noteholders’ ' Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxv) fifth, from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities Distribution Amount then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds on deposit in the Collection Account, to the Trust Collateral Agent will make payments of Note Distribution Account, an amount equal to the Noteholders’ Interest ' Principal Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Amount for such Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) sixth, from the Distribution Amount then remaining on deposit in the Collection Account, to the Class D Noteholders in reduction Security Insurer, to the extent of any amounts owing to the Security Insurer under the Insurance Agreement and not paid, whether or not AFL is also obligated to pay such amounts, such amounts representing a portion of the remaining principal balance of Credit Enhancement Fee otherwise payable on a subordinated basis to the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;Seller; and (vii) seventh, any remaining Available Funds to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders deposit in the Spread Account, such amounts representing a portion of the Credit Enhancement Fee payable on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, a subordinated basis to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureSeller. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal balance amount of the Class B A-4 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal balance amount of the Class C B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the Outstanding Amount thereof has been reduced to zero; and (vii) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) (i) On each Distribution Master Servicer Remittance Date, the Trust Collateral Agent Master Servicer shall (based solely on make the information contained remittances and deposits specified in the Servicer’s Certificate delivered with respect first paragraph of Section 4.06(a) of this Agreement. On or prior to the related Determination Date) apply Master Servicer Remittance Date in March (or cause to be applied February if the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such final Distribution Date occurs in such month) of each calendar year (such sumcommencing in 2023), the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.33.23, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) Certificate Administrator shall withdraw from the Total Available Funds, to each Interest Reserve Account the aggregate of all Withheld Amounts on deposit therein and shall deposit any such amounts in the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities Lower-Tier REMIC Distribution Account (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year Withheld Amounts relate to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox BankMortgage Loans), the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate 360 Rxxxxxxx XXXXX Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, (to the extent there are Available Funds in such Withheld Amounts relate to the Collection Account, 360 Rxxxxxxx Trust Subordinate Companion Loan) and the 100 Xxxxx Xxxxxx REMIC Distribution Account (to the extent such Withheld Amounts relate to the 100 Xxxxx Xxxxxx Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iiiSubordinate Companion Loan), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) applicable. On each Distribution Master Servicer Remittance Date, the Trust Collateral Agent Certificate Administrator shall apply or cause withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any Excess Liquidation Proceeds required to be applied the amounts that are allocated so transferred pursuant to the Class A-2 Notes in accordance with clause (iiiSection 4.01(e) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Datethis Agreement. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) have been transferred to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Lower-Tier REMIC Distribution Account (including any such Insolvency Proceedsfrom the Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be paid deemed distributed on the Lower-Tier Regular Interests to the NoteholdersUpper-Tier REMIC, pursuant in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to Section 5.6 of the Indenture. (c) In the event that 360 Rxxxxxxx XXXXX Distribution Account from the Collection Account is maintained with an institution other than or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the Trust Collateral Agent, the Servicer preceding sentences of this Section 4.01(a) shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) be deemed distributed on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable 360 Rxxxxxxx Regular Interests to the Noteholder Upper-Tier REMIC, in accordance with this SectionSection 4.01(a)(iv) and the last paragraph of Section 4.01(d). The Trust Collateral Agent is hereby authorized and directed to retain from On each Distribution Date, the amounts otherwise distributable that have been transferred to the Noteholders sufficient funds for 100 Xxxxx Xxxxxx REMIC Distribution Account from the payment Collection Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of any tax attributable this Section 4.01(a) shall be deemed distributed on the 100 Xxxxx Xxxxxx Regular Interests to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedingsUpper-Tier REMIC, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (dSection 4.01(a)(iii) and the last paragraph of Section 4.01(d). In the event that a Noteholder wishes to apply for a refund of any Thereafter, such withholding tax, the Trust Collateral Agent amounts shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required be considered to be made to Noteholders on any held in the Upper-Tier REMIC Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, Account until distributed to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, Certificateholders and the Trust Collateral Agent shall not be liable for any interest thereonCombined Uncertificated Interest Owners.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Intercreditor Agent and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by Exeter and, in the Servicercase of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the Issuer, and provided that such fees, expenses and indemnities payable shall not exceed (xu) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (yv) $25,000 in the aggregate in any calendar year to the Custodian, (w) $100,000 in the aggregate in any calendar year to the Lockbox BankIndenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (x) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer, (y) $50,000 in the aggregate in any calendar year to the Lockbox Processor, Bank and (z) $25,000 in the Trust Collateral Agent and aggregate in any calendar year to the TrusteeIntercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Lockbox Bank Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, funds to the account of such Holder Noteholder at a bank or other entity depository institution having appropriate facilities thereforewire transfer facilities, if such provided that the Noteholder shall have provided has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the Note Registrar appropriate written instructions at least five Business Days prior to such related Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Registerwhich may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Noteholders’ Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, ratably based on the outstanding principal balance of each Class of Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this sectionSection, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On No later than 12 noon, New York City time, on each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate all amounts required to determine the amounts to be withdrawn from the Reserve Account (if any) and deposited into the Collection Account and the amounts to be withdrawn from the Collection Account and paid to the Servicer and the Administrator, deposited into the Note Distribution Account and the Certificate Distribution Account and/or paid to the Seller pursuant to Section 5.6(d) with respect to the next succeeding Payment Date. (b) On each Deposit Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date pursuant to Section 4.8) to withdraw from the Reserve Account and deposit in the Collection Account the Reserve Account Transfer Amount (if any) for the related Payment Date, and the Indenture Trustee shall so withdraw and deposit the Reserve Account Transfer Amount for such Payment Date. (c) apply Not later than 11:00 a.m., New York City time, on each Payment Date, at the Servicer's direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be applied made the following distributions, to the extent of the Total Distribution Amount then on deposit in the Collection Account and amounts withdrawn from the Reserve Account and deposited in the Collection Account by wire transfer of immediately available funds, in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) to the Servicer, the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) Servicing Fee for the related preceding Collection Period and Period, plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent amount of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base any Servicing Fee for the related Collection Periodpreviously due but not paid, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each caseif any, to the extent such fees, expenses or indemnities have amounts are not been previously paid by deducted from the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year 's remittance to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year Collection Account pursuant to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zeroSection 5.7; (ii) to the Class A-2 Noteholders in reduction Administrator, the sum of (x) the remaining principal balance Administration Fee for such Payment Date, plus (y) the amount of the Class A-2 Notesany Administration Fee previously due but not paid, until the outstanding principal balance thereof has been reduced to zeroif any; (iii) to the Class A-3 Noteholders in reduction of Note Distribution Account, the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zeroNoteholders' Interest Distributable Amount; (iv) except as set forth in Section 5.5(d), to the Class B Noteholders Owner Trustee for deposit in reduction of the remaining principal balance of Certificate Distribution Account, the Class B Notes, until the outstanding principal balance thereof has been reduced to zeroCertificateholders' Interest Distributable Amount; (v) except as set forth in Section 5.5(d), to the Class C Noteholders in reduction of Note Distribution Account, the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;Noteholders' Principal Distributable Amount; and (vi) except as set forth in Section 5.5(d), to the Class D Noteholders Owner Trustee for deposit in reduction of the remaining principal balance of Certificate Distribution Account, the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;Certificateholders' Principal Distributable Amount; and (vii) except as set forth in Section 5.5(d), to the Class E Noteholders in reduction Reserve Account, any remaining portion of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Total Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) Amount. In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(bthis Section 5.5(c) on the related Distribution Deposit Date. (d) In If the event that Notes have been declared immediately due and payable as provided in Section 5.2 of the Indenture following the occurrence of an Event of Default described in clause (a) or (b) of Section 5.2 of the Indenture, any withholding tax is imposed on amounts remaining in the Trust’s payment Collection Account after the distributions described in clauses (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholderi), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed and (iii) of Section 5.5(c) shall be distributed as follows: (1) an amount equal to such Noteholder at the address Outstanding Amount of such holder appearing the Notes will be deposited in the Note Register. Notwithstanding the foregoingDistribution Account, the final distribution in respect of and (2) any Note (whether on the Final Scheduled Distribution Date or otherwise) remaining amounts will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar applied pursuant to clauses (iv), (v), (vi) and (vii) of Section 2.4 of the Indenture5.5(c). (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, 8.1 Lender shall be entitled to receive all Distributions made on or in respect of the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless Loaned Securities which are not otherwise specifiedreceived by Lender, to the full extent it would be so entitled if the Loaned Securities had not been lent to Borrower. 2000 Master Securities Loan Agreement• 4 8.2 Any cash Distributions made on or in respect of the sources Loaned Securities, which Lender is entitled to receive pursuant to Section 8.1, shall be paid by the transfer of funds stated cash to Lender by Borrower, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so long as Lender is not in Default at the time of such payment. Non-cash Distributions that Lender is entitled to receive pursuant to Section 8.1 shall be available thereforeadded to the Loaned Securities on the date of distribution and shall be considered such for all purposes, and except that if the Loan has terminated, Borrower shall forthwith transfer the same to Lender. 8.3 Borrower shall be entitled to receive all Distributions made on or in the following order respect of priority: (i) from the Total Available Fundsnon-cash Collateral which are not otherwise received by Borrower, to the Servicer, (1) full extent it would be so entitled if the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) Collateral had not been transferred to the extent the Servicer has not reimbursed itself Lender. 8.4 Any cash Distributions made on or in respect of such amounts Collateral, which Borrower is entitled to receive pursuant to Section 5.38.3, and shall be paid by the transfer of cash to Borrower by Lender, on the date any such Distribution is paid, in an amount equal to such cash Distribution, so long as Borrower is not in Default at the time of such payment. Non-cash Distributions that Borrower is entitled to receive pursuant to Section 8.3 shall be added to the extent not retained Collateral on the date of distribution and shall be considered such for all purposes, except that if each Loan secured by such Collateral has terminated, Lender shall forthwith transfer the same to Borrower. 8.5 Unless otherwise agreed by the Servicerparties: (a) If (i) Borrower is required to make a payment (a “Borrower Payment”) with respect to cash Distributions on Loaned Securities under Sections 8.1 and 8.2 (“Securities Distributions”), and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, Lender is required to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust make a payment (a “Lender Payment”) with respect to cash Distributions on Collateral Agent under Sections 8.3 and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities 8.4 (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer“Collateral Distributions”), and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) Borrower or Lender, as the case may be (“Payor”), shall be required by law to collect any withholding or other tax, duty, fee, levy or charge required to be deducted or withheld from the Total Available Fundssuch Borrower Payment or Lender Payment (“Tax”), then Payor shall (subject to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph subsections (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (band ( c) below), any Matured Principal Shortfall on account pay such additional amounts as may be necessary in order that the net amount of the Class A Notes; Borrower Payment or Lender Payment received by the Lender or Borrower, as the case may be (vi) from “Payee”), after payment of such Tax equals the Total Available Funds, net amount of the Securities Distribution or Collateral Distribution that would have been received if such Securities Distribution or Collateral Distribution had been paid directly to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii abovePayee. (b) On each Distribution Date, the Trust Collateral Agent No additional amounts shall apply or cause be payable to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph a Payee under subsection (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based extent that Tax would have been imposed on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated a Securities Distribution or Collateral Distribution paid directly to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the IndenturePayee. (c) In No additional amounts shall be payable to a Payee under subsection (a) above to the event extent that such Payee is entitled to an exemption from, or reduction in the Collection Account is maintained with an institution rate of, Tax on a Borrower Payment or Lender Payment subject to the provision of a certificate or other than the Trust Collateral Agentdocumentation, the Servicer shall instruct and cause but has failed timely to provide such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Datecertificate or other documentation. (d) In Each party hereto shall be deemed to represent that, as of the event that commencement of any withholding tax is Loan hereunder, no Tax would be imposed on the Trust’s payment any cash Distribution paid to it with respect to (or allocations of incomei) Loaned Securities subject to a NoteholderLoan in which it is acting as 2000 Master Securities Loan Agreement• 5 Lender or (ii) Collateral for any Loan in which it is acting as Borrower, unless such tax shall reduce the amount otherwise distributable party has given notice to the Noteholder contrary to the other party hereto (which notice shall specify the rate at which such Tax would be imposed). Each party agrees to notify the other of any change that occurs during the term of a Loan in the rate of any Tax that would be imposed on any such cash Distributions payable to it. 8.6 To the extent that, under the provisions of Sections 8.1 through 8.5, (a) a transfer of cash or other property by Borrower would give rise to a Margin Excess or (b) a transfer of cash or other property by Lender would give rise to a Margin Deficit, Borrower or Lender (as the case may be) shall not be obligated to make such transfer of cash or other property in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (such Sections, but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment lieu of such tax, if permitted by law, pending transfer immediately credit the outcome of amounts that would have been transferable under such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, Sections to the account of such Holder at a bank Lender or other entity having appropriate facilities therefore, if such Noteholder shall have provided to Borrower (as the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenturecase may be). (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On Prior to any acceleration of the Notes pursuant to Section 5.2 of the Indenture, on each Distribution Payment Date, the Trust Collateral Agent shall Indenture Trustee (based solely on the information contained in the Servicer’s Certificate delivered with respect to on or before the related Determination DateDate pursuant to Section 3.8) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute shall make the following amounts from the Collection Account unless otherwise specifieddeposits and distributions, to the extent of Available Funds and the sources of funds stated to be available thereforeReserve Account Draw Amount, and on deposit in the Collection Account for such Payment Date, in the following order of priority: (i1) from the Total Available Fundsfirst, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Indenture Trustee and the Owner Trustee, their respective any accrued and unpaid fees, fees (including unpaid Indenture Trustee fees or Owner Trustee fees with respect to prior periods) and any reasonable expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have including indemnification amounts) not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, unless (Ai) following an acceleration Event of Default or Servicer Termination Event has occurred and is continuing and (ii) the Controlling Party shall consent otherwise, expenses and indemnification amounts payable to the Indenture Trustee and the Owner Trustee pursuant to this clause first and Section 5.4(b)(i) of the Notes Indenture shall be limited to $150,000 per annum in the aggregate; (2) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect to prior periods; (3) third, to the Swap Counterparty, the Net Swap Payment; (4) fourth, to the Noteholders, on a pro rata basis based on interest due, the Accrued Note Interest due and accrued for the related Interest Period; (5) fifth, provided that no Note Insurer Default has occurred and is continuing, to the Note Insurer, the Premium (including any prior unpaid Premiums) and the Reimbursement Obligations (excluding Reimbursement Obligations relating to payments made under the Note Insurance Policy with respect to principal of the Notes) due to the Note Insurer; (6) sixth, to the Principal Distribution Account for distribution to the Holders of the Class A Notes, pursuant to Section 8.2(c) of the Indenture, the First Allocation of Principal, if any; (B7) seventh, to the Note Insurer, all accrued and unpaid Premium and Reimbursement Obligations to the extent not paid pursuant to clause fifth; (8) eighth, to the Principal Distribution Account for distribution to the Holders of the Class A Notes, in accordance with Section 8.2(c) of the Indenture, the Second Allocation of Principal, if any; (9) ninth, to the Reserve Account, any additional amounts required to cause the amount in the Reserve Account to equal the Specified Reserve Account Balance; (10) tenth, on a pro rata basis, to the Swap Counterparty, any Swap Termination Payments and to the Note Insurer, any reimbursement of payments made under the Swap Policy in respect of Swap Termination Payments; (11) eleventh, to the Owner Trustee and the Indenture Trustee, accrued and unpaid fees and reasonable expenses (including indemnification amounts) permitted under this Agreement, the Trust Agreement and the Indenture, as applicable, which have not been previously paid; and (12) twelfth, to or at the direction of the Residual Interestholder, any funds remaining. Notwithstanding any other provision of this Section 4.4, following the occurrence and during the continuation of an Event of Default which has resulted in an acceleration of the Notes, the Indenture Trustee shall apply all amounts on deposit in the Collection Account pursuant to Section 5.1(i), 5.1(ii), 5.1(iv5.4(b) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (cb) In After the event that payment in full of the Collection Account is maintained with an institution other than the Trust Collateral AgentNotes, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable amounts payable to the Noteholder Note Insurer under the Insurance Agreement, all amounts payable to the Swap Counterparty and all other amounts payable under Section 4.4(a), all Collections shall be paid to or in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed the instructions provided from time to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredResidual Interestholder. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox BankIndenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Processor, the Trustee, the Trust Collateral Agent Bank and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by the ServicerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (v) $100,000 in the aggregate in any calendar year to the Owner Trustee, (w) $25,000 in the aggregate in any calendar year to the Custodian, (x) $100,000 in the aggregate in any calendar year to the Owner Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (y) $100,000 50,000 in the aggregate in any calendar year to the Asset Representations Reviewer and (z) $50,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral AgentCustodian, the Asset Representations Reviewer, the Lockbox Bank Bank, the Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, funds to the account of such Holder Noteholder at a bank or other entity depository institution having appropriate facilities thereforewire transfer facilities, if such provided that the Noteholder shall have provided has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the Note Registrar appropriate written instructions at least five Business Days prior to such related Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Registerwhich may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 4.09. (b) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s Certificate delivered with respect to on the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 4.09) to make the following deposits and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due distributions on the Receivables and (y) any fees or expenses related to extensions due such Payment Date from Available Amounts on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 deposit in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 Collection Account, and, in the aggregate event of a shortfall in any calendar year to meeting the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified payments described in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause through (iii) of paragraph below (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (ivan “Available Amounts Shortfall”), (v)from amounts withdrawn from the Reserve Account, (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed following order of and priority: (i) to the Class A-1 Noteholders in reduction of Servicer, the remaining principal balance of the Class A-1 NotesServicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), until the outstanding principal balance thereof has been reduced to zeroand Nonrecoverable Advances; (ii) to the Class A-2 Noteholders in reduction Interest Distribution Account, (a) the aggregate amount of interest accrued for the remaining principal balance related Interest Period on each of the Class A-2 Notesof Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, until if any, of the outstanding principal balance thereof has been reduced amount of interest payable to zerothe Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Class A-3 Noteholders in reduction of Principal Distribution Account, the remaining principal balance of the Class A-3 NotesPriority Principal Distribution Amount, until the outstanding principal balance thereof has been reduced to zeroif any; (iv) to the Class B Noteholders Reserve Account, the amount, if any, necessary to cause the amount on deposit in reduction of the remaining principal balance of Reserve Account to equal the Class B Notes, until the outstanding principal balance thereof has been reduced to zeroReserve Account Required Amount; (v) to the Class C Noteholders in reduction of Principal Distribution Account, the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zeroRegular Principal Distribution Amount; (vi) to the Class D Noteholders Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in reduction of each case to the remaining principal balance of extent such fees and expenses have not been previously paid by the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;Servicer in its capacity as Administrator; and (vii) any Available Amounts remaining, if any, to the Class E Noteholders Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in reduction the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of interest on the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to priority set forth in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v8.02(d) of the Indenture or (C) and the receipt Principal Distribution Account as payment of Insolvency Proceeds principal on the Notes pursuant to the priority set forth in Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds8.02(e) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In . Notwithstanding that the event that Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution reduced to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Datezero. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this sectionSection, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) No later than 11:00 a.m. New York time on each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer's Certificate delivered on the related Preliminary Determination Date) cause to be made the following transfers and distributions in the amounts set forth in the Preliminary Servicer's Certificate for such Distribution Date: (i) During the Funding Period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date; and (ii) If such Distribution Date is the Mandatory Redemption Date, from the Pre-Funding Account to the Collection Account, in immediately available funds, the Pre-Funded Amount after giving effect to the purchase of Subsequent Receivables, if any, on the Mandatory Redemption Date. (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s 's Certificate delivered with respect to the related Preliminary Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) and any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 5.3 and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox BankBanks, the Lockbox Processor, the Trustee, the Trust Collateral Agent Trustee and the Owner Trustee, their respective accrued and unpaid fees, trustees' fees and expenses and indemnities any accrued and unpaid fees and expenses of the Trust Collateral Agent (in each case, to the extent such fees, expenses or indemnities fees have not been previously paid by the Servicer, Servicer and provided that such fees, expenses and indemnities fees shall not exceed (x) $100,000 300,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trusteeyear); (iii) from the Total Available Funds, Funds to the Class A Noteholders, pari passuNote Distribution Account, the Noteholders’ ' Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class A Noteholders' Principal Parity Distributable Amount plus, on the Mandatory Redemption Date, the Note Prepayment Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) belowto the Insurer, to the extent of any Matured Principal Shortfall on account of amounts owing to the Class A NotesInsurer under the Insurance Agreement and not paid; (vi) from Available Funds (minus the Total Available Fundsamount of Investment Earnings relating to the Collection Account (provided, that such amount so remaining after deduction of such Investment Earnings shall not be less than zero)), to the Class B NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Dateamount therein to its then required level; (vii) from Available Funds (minus the Total Available Fundsamount of Investment Earnings relating to the Collection Account (provided, for distribution as provided that such amount so remaining after deduction of such Investment Earnings shall not be less than zero)) and amounts, if any, received by the Trust Collateral Agent in paragraph (b) belowrespect of the Accelerated Payment Amount Shortfall, to the Note Distribution Account, the Class B Noteholders' Accelerated Principal Parity Amount;; and (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total remaining Available Funds, Funds to the Class C Noteholders, the Noteholders’ Interest Distributable Amount Collateral Agent for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining deposit in the Collection Spread Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indentureor, (B) the occurrence of if -------- ------- an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(v5.1(vi) of the Indenture shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) On each Insured Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer's Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, plus the Note Policy Claim Amount, if any, in each case then on deposit in the Collection Account, and deposit in the Note Distribution Account any excess of the Scheduled Payments (as defined in the Note Policy) due on such Insured Distribution Date over the amount of all Available Funds previously deposited in the Note Distribution Account with respect to the related Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a). (d) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a5.7(b) and 5.7(b5.7(c) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoingrelated Insured Distribution Date, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indentureas applicable. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the second Business Day prior to each Payment Date pursuant to Section 4.09. (b) On or before each Distribution Payment Date, except as specified in Section 5.04(b) of the Trust Collateral Agent Indenture, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s Certificate delivered with respect on or before the second Business Day prior to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution each Payment Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.34.09) to make the following deposits and distributions from Available Amounts on deposit in the Collection Account, and to the extent not retained by the Servicer, and to pay to AmeriCredit of any Reserve Account Withdrawal Amount from amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) withdrawn from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) following order and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of Servicer, the remaining principal balance of Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zeroServicer; (ii) to the Class A-2 Noteholders in reduction Interest Distribution Account, (a) the aggregate amount of interest accrued for the related Interest Period on each of the remaining Notes at their respective interest rates on the principal balance outstanding as of the Class A-2 Notesprevious Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, until if any, of the outstanding principal balance thereof has been reduced amount of interest payable to zerothe Noteholders on those prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; (iii) to the Class A-3 Noteholders in reduction of Principal Distribution Account, the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zeroPrincipal Distribution Amount; (iv) to the Class B Noteholders Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in reduction of that account to equal the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zeroReserve Account Required Amount; (v) to the Class C Noteholders Indenture Trustee and the Owner Trustee, any reimbursements, expenses and indemnification amounts, in reduction of each case to the remaining principal balance of extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Class C NotesServicer and to the Securities Intermediary, until the outstanding principal balance thereof has been reduced any accrued and unpaid indemnification expenses owed to zero;it; and (vi) any Available Amounts remaining, if any, to the Class D Noteholders Owner Trustee or its agent, for deposit into the Certificate Distribution Account (as defined in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (viiTrust Agreement) and subsequent distribution to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default Certificateholder pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) 5.01 of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the IndentureTrust Agreement. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Noteholders’ Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, ratably based on the outstanding principal balance of each Class of Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this sectionSection, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) [Reserved]. (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer (or, if the Designated Backup Subservicer shall be appointed successor servicer or subservicer to the Servicer, (1) to such Person), the Base Servicing Fee and any Supplemental Servicing Fee for the related Collection PeriodPeriod and, to any successor Servicer (2) any Supplemental Servicing Fees for or, if the related Collection Period, (3) any amounts specified in Section 5.3 and (4) Designated Backup Subservicer shall be appointed successor servicer or subservicer to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay such Person), transition fees not to AmeriCredit any amounts paid by Obligors during exceed $[500,000] (including boarding fees) in the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivablesaggregate; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Designated Backup Subservicer, the Custodian and the Owner Trustee, their respective accrued and unpaid fees, fees and out-of-pocket expenses and indemnities any accrued and unpaid fees and out-of-pocket expenses of the Trust Collateral Agent, including the fees and expenses of its counsel (in each case, to the extent such fees, fees or expenses or indemnities have not been previously paid by the Servicer, Servicer and provided that such fees, fees and expenses and indemnities shall not exceed (xw) $100,000 [100,000] in the aggregate in any calendar year to the Owner Trustee and Trustee, (yx) $100,000 [175,000] in the aggregate in any calendar year to the Lockbox BankTrust Collateral Agent, the Lockbox ProcessorBackup Servicer, the Trust Collateral Agent Custodian and the Trustee, collectively and (y) $[75,000] in the aggregate in any calendar year to the Designated Backup Subservicer); (iii) from the Total Available Funds, Funds to the Class A Noteholders, pari passuNote Distribution Account, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class A Noteholders’ First Principal Parity Distributable Amount; (v) from the Total Available Funds, for distribution to the Insurer, the Premium (as provided defined in paragraph (bthe Insurance Agreement) belowand, so long as no Insurer Default has occurred and is continuing, to the extent of any Matured Principal Shortfall on account of amounts owing to the Class A NotesInsurer under the Insurance Agreement and not paid; (vi) from the Total Available Funds, to the Class B NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for amount therein to the Class B Notes for such Distribution DateSpread Account Initial Deposit; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class B Noteholders’ Second Principal Parity Distributable Amount; (viii) from the Total Available Funds, for distribution to the Insurer, so long as provided an Insurer Default has occurred and is continuing, the amounts described in paragraph clause (bv) belowabove, any Matured Principal Shortfall on account of excluding the Class B NotesPremium, as defined in the Insurance Agreement; (ix) from the Total Available Funds, to the Class C NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for amount therein to the Class C Notes for such Distribution DateRequisite Amount; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the TrusteeServicer, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Backup Servicer, the Designated Backup Subservicer and the Lockbox Processor any feesOwner Trustee, their respective accrued and unpaid fees and expenses and indemnities then due to such party that are in excess any accrued and unpaid fees and expenses of the related cap Trust Collateral Agent (in each case, to the extent such fees or annual limitation specified in expenses have not been previously paid pursuant to clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) additional fees of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zeroa successor servicer; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iiixi) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero;additional amounts as described in Section 10.1 herein; and (ivxii) from Available Funds, any remaining Available Funds to the Class B Noteholders Collateral Agent for deposit in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zeroSpread Account; provided, however, that, (A) following an acceleration of the Notes pursuant to the IndentureIndenture or, (B) the occurrence of if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(v5.1(vi) of the Indenture shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available in accordance with the priorities set forth in Section 5.7(b) or as may be directed by the Insurer in writing on the Business Day prior to such Distribution Date with respect to that portion of the Additional Funds Available constituting Insurer Optional Deposits and the Trustee shall deposit in the Note Distribution Account any Insured Payments (as defined in the Note Policy) due on such Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a) hereof or Section 5.6 of the Indenture, as applicable. (d) In the event that the Collection Account is maintained not able to be held with an institution other than the Trust Collateral Agent, the Servicer or the Trust Collateral Agent shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a5.7(b) and 5.7(b5.7(c) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) No later than 11:00 a.m. New York time on each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer's Certificate delivered on the related Preliminary Determination Date) cause to be made the following transfers and distributions in the amounts set forth in the Preliminary Servicer's Certificate for such Distribution Date: (i) During the Funding Period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date; and (ii) If such Distribution Date is the Mandatory Redemption Date, from the Pre-Funding Account to the Collection Account, in immediately available funds, the Pre-Funded Amount after giving effect to the purchase of Subsequent Receivables, if any, on the Mandatory Redemption Date. (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s 's Certificate delivered with respect to the related Preliminary Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) and any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 5.3 and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox BankBanks, the Lockbox Processor, the Trustee, the Trust Collateral Agent Trustee and the Owner Trustee, their respective accrued and unpaid fees, trustees' fees and expenses and indemnities any accrued and unpaid fees and expenses of the Trust Collateral Agent (in each case, to the extent such fees, expenses or indemnities fees have not been previously paid by the Servicer, Servicer and provided that such fees, expenses and indemnities fees shall not exceed (x) $100,000 300,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trusteeyear); (iii) from the Total Available Funds, Funds to the Class A Noteholders, pari passuNote Distribution Account, the Noteholders’ ' Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class A Noteholders' Principal Parity Distributable Amount plus, on the Mandatory Redemption Date, the Note Prepayment Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) belowto the Insurer, to the extent of any Matured Principal Shortfall on account of amounts owing to the Class A NotesInsurer under the Insurance Agreement and not paid; (vi) from Available Funds (minus the Total Available Fundsamount of Investment Earnings relating to the Collection Account (provided, that such amount so remaining after deduction of such Investment Earnings shall not be less than zero)), to the Class B NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Dateamount therein to its then required level; (vii) from Available Funds (minus the Total Available Fundsamount of Investment Earnings relating to the Collection Account (provided, for distribution as provided that such amount so remaining after deduction of such Investment Earnings shall not be less than zero)) and amounts, if any, received by the Trust Collateral Agent in paragraph (b) belowrespect of the Accelerated Payment Amount Shortfall, to the Note Distribution Account, the Class B Noteholders' Accelerated Principal Parity Amount;; and (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total remaining Available Funds, Funds to the Class C Noteholders, the Noteholders’ Interest Distributable Amount Collateral Agent for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining deposit in the Collection Spread Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indentureor, (B) the occurrence of if -------- ------- an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(v5.1(vi) of the Indenture shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) On each Insured Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer's Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, plus the Note Policy Claim Amount, if any, in each case then on deposit in the Collection Account, and deposit in the Note Distribution Account the Note Shortfall Amount, if any, for the related Insured Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a). (d) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a5.7(b) and 5.7(b5.7(c) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoingrelated Insured Distribution Date, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indentureas applicable. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar Xxxxxxxxx appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Distribution Payment Date, the Trust Collateral Paying Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect Investor Report prepared by the Calculation Agent pursuant to Section 4.6 ) shall (i) distribute to the related Determination DateServicer, from amounts on deposit in the Collection Account, an amount equal to any Supplemental Servicing Fees and Unrelated Amounts (to the extent not previously retained by the Servicer) apply or cause to be applied deposited into the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for Collection Account during the related Collection Period and (yii) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute make the following amounts from the Collection Account unless otherwise specifieddeposits and distributions, to the extent of Available Funds and the sources of funds stated to be available thereforeReserve Account Draw Amount, and on deposit in the Collection Account for such Payment Date, in the following order of priority: : (i1) from the Total Available Fundsfirst , pro rata , based on amounts due, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Backup Servicer, the Certificate Registrar, the Paying Agent and the Calculation Agent, the Lockbox Bank any accrued and the Lockbox Processor any unpaid fees, reasonable expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, indemnification amounts to the extent there are Available Funds in not previously paid by the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectivelyServicer; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, howeverprovided , that, (A) following an acceleration of the Notes pursuant prior to the Indenture, (B) the occurrence of an Event of Default of the type described in clauses (a), (b) or (e) of Section 5.1 of the Indenture, such expenses and indemnification amounts payable pursuant to Section 5.1(i)this clause first may not exceed, 5.1(ii), 5.1(iv(x) or 5.1(v) in the case of the Indenture or Trustee, the Backup Servicer, the Certificate Registrar, the Paying Agent and the Calculation Agent, in the aggregate, $200,000 per annum, (Cy) in the receipt case of Insolvency Proceeds pursuant to Section 10.1(bthe Owner Trustee $150,000 per annum and (z) notwithstanding sub - clause (x), amounts deposited in the Note Distribution Account case of costs and expenses owed to the Backup Servicer during the Servicer Centralization Period, $75,000; (2) second , pro rata , (A) to the Servicer, the Servicing Fee (including Servicing Fees not previously paid) and to any Successor Servicer, any accrued and unpaid fees, reasonable expenses and indemnification amounts (including any such Insolvency Proceedsfees, expenses and indemnification amounts not previously paid) shall be paid and (B) to the NoteholdersBackup Servicer, Servicing Transition Costs, to the extent not previously paid in full when due and payable by the Initial Servicer pursuant to the Backup Servicing Agreement, provided , that such Servicing Transition Costs payable pursuant to this clause second may not exceed $150,000; (3) third , to the Noteholders of the Class A Notes, the Accrued Class A Note Interest due and accrued for the related Interest Period; (4) fourth , for distribution to the Noteholders pursuant to Section 5.6 8.2(b) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct First Allocation of Principal, if any; (5) fifth , to the Noteholders of the Class B Notes, the Accrued Class B Note Interest due and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on accrued for the related Distribution Date. Interest Period; (d6) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholdersixth , such tax shall reduce the amount otherwise distributable for distribution to the Noteholder Noteholders in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expensesSection 8.2(b) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by lawSecond Allocation of Principal, and the Trust Collateral Agent shall not be liable for any interest thereon.if any;

Distributions. (a) On No later than 12 noon, New York City time, on each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate all amounts required to determine the amounts to be withdrawn from the Yield Supplement Account and the amounts to be withdrawn from the Reserve Account (if any) and deposited into the Collection Account and the amounts to be withdrawn from the Collection Account and paid to the Servicer and the Administrator, deposited into the Note Distribution Account and the Certificate Distribution Account and/or paid to the Class R Certificateholder pursuant to Sections 5.6(d) and 5.7(d) with respect to the next succeeding Payment Date. (b) On each Deposit Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date pursuant to Section 4.8) to withdraw from the Yield Supplement Account and deposit in the Collection Account the Yield Supplement Withdrawal Amount for the related Payment Date and to withdraw from the Reserve Account and deposit in the Collection Account the Reserve Account Transfer Amount (if any) for the related Payment Date, and the Indenture Trustee shall so withdraw and deposit the Yield Supplement Withdrawal Amount and the Reserve Account Transfer Amount (if any) apply for such Payment Date. (c) Not later than 11:00 a.m., New York City time, on each Payment Date, at the Servicer's direction, the Indenture Trustee, or the Paying Agent on behalf of the Indenture Trustee, shall cause to be applied made the following distributions, to the extent of the Total Distribution Amount then on deposit in the Collection Account and amounts withdrawn from the Reserve Account and deposited in the Collection Account by wire transfer of immediately available funds, in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Payment Date: (i) to the Servicer, the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) Servicing Fee for the related preceding Collection Period and Period, plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent amount of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base any Servicing Fee for the related Collection Periodpreviously due but not paid, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each caseif any, to the extent such fees, expenses or indemnities have amounts are not been previously paid by deducted from the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year 's remittance to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year Collection Account pursuant to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zeroSection 5.8; (ii) to the Class A-2 Noteholders in reduction Administrator, the sum of (x) the remaining principal balance Administration Fee for such Payment Date, plus (y) the amount of the Class A-2 Notesany Administration Fee previously due but not paid, until the outstanding principal balance thereof has been reduced to zeroif any; (iii) to the Class A-3 Noteholders in reduction of Note Distribution Account, the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zeroNoteholders' Interest Distributable Amount; (iv) except as set forth in Section 5.5(d), to the Class B Noteholders Owner Trustee for deposit in reduction of the remaining principal balance of Certificate Distribution Account, the Class B Notes, until the outstanding principal balance thereof has been reduced to zeroCertificateholders' Interest Distributable Amount; (v) except as set forth in Section 5.5(d), to the Class C Noteholders in reduction of Note Distribution Account, the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;Noteholders' Principal Distributable Amount; and (vi) except as set forth in Section 5.5(d), to the Class D Noteholders Owner Trustee for deposit in reduction of the remaining principal balance of Certificate Distribution Account, the Class D Notes, until the outstanding principal balance thereof has been reduced to zero;Certificateholders' Principal Distributable Amount; and (vii) except as set forth in Section 5.5(d), to the Class E Noteholders in reduction Reserve Account, any remaining portion of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Total Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) Amount. In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(bthis Section 5.5(c) on the related Distribution Deposit Date. (d) In If the event that Notes have been declared immediately due and payable as provided in Section 5.2 of the Indenture following the occurrence of an Event of Default described in clause (a) or (b) of Section 5.2 of the Indenture, any withholding tax is imposed on amounts remaining in the Trust’s payment Collection Account after the distributions described in clauses (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholderi), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed and (iii) of Section 5.5(c) shall be distributed as follows: (1) an amount equal to such Noteholder at the address Outstanding Amount of such holder appearing the Notes will be deposited in the Note Register. Notwithstanding the foregoingDistribution Account, the final distribution in respect of and (2) any Note (whether on the Final Scheduled Distribution Date or otherwise) remaining amounts will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar applied pursuant to clauses (iv), (v), (vi) and (vii) of Section 2.4 of the Indenture5.5(c). (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. No Loan Party may declare, make, or pay any Distribution, other than (a) On each Distribution Datethe Closing Date Distributions; (b) dividends declared, made or paid by such Loan Party wholly in the form of its Equity Securities; (c) dividends by one Borrower to another Borrower or the Company; (d) dividends by one Guarantor to any Loan Party (other than dividends from the Company to Holdings); (e) to the extent constituting Distributions, the Trust Collateral Agent shall Loan Parties may take actions expressly permitted by Sections 9.4 or 9.6; (based solely on f) Distributions by the information contained Borrowers or Guarantors to Holdings (i) the proceeds of which are used by Holdings to pay (A) Restructuring Expenses in an aggregate amount not to exceed $100,000 during the term of this Agreement, (B) its operating expenses and other corporate overhead costs and expenses incurred in support of the operation of Loan Parties’ businesses (including administrative, legal, accounting and similar expenses provided by third parties), in each case, which are reasonable and customary and incurred in the Servicer’s Certificate delivered with respect ordinary course of business of the Loan Parties, and (C) any reasonable and customary indemnification claims made by directors, managers or officers of Holdings not to exceed the related Determination Date) apply or cause to be applied the sum lesser of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for ratable share of the related Collection Period and (y) the Reserve Account Withdrawal Amount for amount of such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, that relates to the extent ownership or operations of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee other Loan Parties and (y) $100,000 per fiscal year, (ii) for repurchases of Equity Securities of Holdings issued to employees, officers, Directors and consultants of the Loan Parties under the Holdings Plan, provided, that (A) no Default exists or will exist after giving effect to such Distribution and (B) such Distributions under this clause (ii) are approved by Agent in advance in writing (such approval not to be unreasonably conditioned, withheld or delayed), (iii) the proceeds of which are used by Holdings to pay customary salary, bonus and other benefits payable to officers, employees, consultants and independent contractors of Holdings, provided, that such salaries, bonuses and other benefits (A) are attributable to the ownership or operation of the Loan Parties and (B) do not exceed $100,000 in the aggregate in any calendar year to the Lockbox Bankper fiscal year, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account proceeds of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, which are used by Holdings to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Permitted Sponsor Reimbursements in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii aboveSection 9.20. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution DateDeclare or make, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect or permit any of its Subsidiaries to the related Determination Date) apply declare or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such summake, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specifiedany Distributions, to the extent of the sources of funds stated to be available therefore, and in the following order of priorityexcept for: (i) from the Total Available Funds, to the Servicer, Distributions by any Subsidiary of a Borrower (1) the Base Servicing Fee for the related Collection Period, (2) including any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4such Subsidiary that is a Borrower) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesBorrower; (ii) from the Total Available Funds, to each Distributions paid solely in Securities of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses a Borrower or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)of its Subsidiaries; (iii) Distributions by each Borrower in amounts necessary to permit such Borrower to repurchase Securities of such Borrower from officers, directors or employees, or former officers, directors or employees, of such Borrower or any of its Subsidiaries upon death, disability, retirement, severance or termination of employment or pursuant to any agreement pursuant to which such Securities were issued, so long as no Default or Event of Default exists at the Total Available Fundstime of or would be caused by the making of such Distributions and the aggregate cash amount of all such Distributions by all Borrowers, to measured at the Class A Noteholderstime when made, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Datedoes not exceed $1,000,000 in any fiscal year of Borrowers; (iv) from until the Total Available Fundsconsummation, if ever, of the Neenah Full Reorganization, Distributions by each Borrower in an amount sufficient to permit Ultimate Parent to pay its consolidated combined unitary U.S. federal, state or local tax liabilities relating to the business of Borrowers and Borrowers’ Subsidiaries; provided that Ultimate Parent applies the amount of such Distributions for distribution as provided in paragraph (b) below, the Class A Principal Parity Amountsuch purpose at such time; (v) from until the Total Available Fundsconsummation, for distribution as provided in paragraph if ever, of the Neenah Full Reorganization, Distributions by Borrowers to the extent necessary to permit Parent (unless a Neenah Partial Reorganization has occurred) and Ultimate Parent to (a) pay audit fees related to the business of Borrowers and Borrowers’ Subsidiaries, (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments in respect of the Noteholders’ Interest Distributable Amounts described in (iii)its indemnification obligations owing to directors and officers, (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct make payments in respect of indemnification obligations and cause such institution to make all deposits cost and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including initial and annual listing fees, SEC registration fees and legal fees and expenses) incurred.incurred by Ultimate Parent in connection with any offering or public listing of common stock of Ultimate Parent and (d) pay other costs and expenses related to the business of Borrowers and Borrowers’ Subsidiaries of up to $500,000 in the aggregate per fiscal year, not to exceed $2,000,000 in the aggregate for all such payments under this clause (v) in any fiscal year of Borrowers and in each so long as Parent or Ultimate Parent, as applicable, applies the amount of such Distributions for such purposes; and (evi) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the preceding Record Date either by date of any such Distribution (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior giving effect to such Distribution Date and the consummation of any transactions occurring in connection therewith for each day in such Holder’s Notes in the aggregate evidence a denomination of thirty (30) day period) is not less than $1,000,000 or 25,000,000 and (iib) actual Availability (as determined by check mailed Agent in its reasonable credit judgment) on the date of any such Distribution, after giving effect to such Noteholder at Distribution and the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect consummation of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenturetransactions occurring in connection therewith, is not less than $25,000,000. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available FundsFunds and amounts withdrawn from the Hedge Termination Account (if any), to the Hedge Provider, net payments (excluding Hedge Termination Payments) due to it under the Hedge Agreement; (ii) from the Total Available Funds and amounts withdrawn from the Hedge Termination Account (if any), to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesReceivables and (5) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (iiiii) from the Total Available FundsFunds and amounts withdrawn from the Hedge Termination Account (if any), to each of the Lockbox Bank, the Lockbox ProcessorBanks, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox ProcessorBanks, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee); (iiiiv) from the Total Available Funds, pari passu (a) to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateDate and (b) to the Hedge Provider, Hedge Termination Payments (so long as the Hedge Provider is not a defaulting party or the sole affected party with respect to termination of the Hedge Agreement); (ivv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (vvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vivii) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viiviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viiiix) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ixx) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xixii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiv) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxixvi) from the Total Available Funds, to the Class C Noteholders, all remaining amounts, until the outstanding principal balance of the Class C Notes has been reduced to zero; (xvii) from the Total Available Funds, to the Class B Noteholders, all remaining amounts, until the outstanding principal balance of the Class B Notes has been reduced to zero; (xviii) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Backup Servicer and the Lockbox Processor successor servicer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (iii) and (iiiii) above; and; (xxiixix) from the Total Available Funds, to the Certificate Distribution Account for distribution Hedge Provider, any unpaid Hedge Termination Payments; and (xx) from the Total Available Funds, to the Certificateholder in accordance with the Trust AgreementCertificateholders, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (xix), (xi), (xiiixii), (xiv), (xv), (xvi), (xviixiii) and (xviiixv) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (dc). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Funds, second from the Collection Reserve Account unless otherwise specifiedand third from any Deficiency Claim Amounts. (i) first, from the Distribution Amount, (A) to the Trust for payment of any taxes due and unpaid with respect to the Trust, to the extent of such taxes have not been previously paid by AFL or by the sources of funds stated Servicer pursuant to be available thereforeSection 3.8, and in the following order of priority: (iB) from the Total Available Funds, then to the Servicer, (1the amount of Outstanding Monthly Advances for which the Servicer is entitled to be reimbursed pursuant to Section 4.4(c) the Base Servicing Fee and for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent which the Servicer has not previously been reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables4.8; (ii) second, from the Total Available FundsDistribution Amount then remaining on deposit in the Collection Account, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective any accrued and unpaid feesfees of the Owner Trustee in accordance with the Trust Agreement and including amounts with respect to which the Administrator is entitled to be reimbursed pursuant to the Administration Agreement; to the Indenture Trustee, expenses any accrued and indemnities unpaid fees of the Indenture Trustee in accordance with the Indenture; to any Lockbox Bank, Custodian, Backup Servicer, Collateral Agent, Indenture Collateral Agent or Administrator (including the Owner Trustee or Indenture Trustee if acting in any such additional capacity), any accrued and unpaid fees (in each case, to the extent such fees, expenses or indemnities have Person has not been previously paid by the Servicer, and provided that received such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) amount from the Total Available FundsServicer or AFL), to the Class A NoteholdersBackup Servicer, pari passuany transition expenses (not to exceed $100,000) in accordance with Section 8.3; PROVIDED, HOWEVER, in the event that the rating assigned by Standard & Poor's to the claims-paying ability of the Security Insurer is not AAA, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account accrued and unpaid fees of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Indenture Trustee, the Backup Servicer, the Collateral Agent, the Lockbox Bank Indenture Collateral Agent and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess Administrator shall be allocated distributed pursuant to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in this clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders extent such fees are not in reduction excess of the remaining principal balance amount (the "Servicer Fee Threshold") obtained by dividing (x) .20% of the Class A-2 NotesAggregate Principal Balance by (y) twelve, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders and any accrued and unpaid fees in reduction excess of the Servicer Fee Threshold remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes be distributed pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.clause

Distributions. (a) [Reserved]. (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer (or, if the Designated Backup Subservicer shall be appointed successor servicer or subservicer to the Servicer), (1) the Base Servicing Fee for the related Collection PeriodPeriod and, to any successor Servicer (2) any Supplemental Servicing Fees for or, if the related Collection Period, (3) any amounts specified in Section 5.3 and (4) Designated Backup Subservicer shall be appointed successor servicer or subservicer to the extent Servicer), transition fees not to exceed $500,000 (including boarding fees) in the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivablesaggregate; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Designated Backup Subservicer, the Custodian and the Owner Trustee, their respective accrued and unpaid fees, fees and out-of-pocket expenses and indemnities any accrued and unpaid fees and out-of-pocket expenses of the Trust Collateral Agent, including the fees and expenses of its counsel (in each case, to the extent such fees, fees or expenses or indemnities have not been previously paid by the Servicer, Servicer and provided that such fees, fees and expenses and indemnities shall not exceed (xw) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (yx) $100,000 175,000 in the aggregate in any calendar year to the Lockbox BankTrust Collateral Agent, the Lockbox ProcessorBackup Servicer, the Trust Collateral Agent Custodian and the Trustee, collectively and (y) $75,000 in the aggregate in any calendar year to the Designated Backup Subservicer); (iii) from the Total Available Funds, Funds to the Class A Noteholders, pari passuNote Distribution Account, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class A Noteholders’ First Principal Parity Distributable Amount; (v) from the Total Available Funds, for distribution to the Insurer, the Premium (as provided defined in paragraph (bthe Insurance Agreement) belowand, so long as no Insurer Default has occurred and is continuing, to the extent of any Matured Principal Shortfall on account of amounts owing to the Class A NotesInsurer under the Insurance Agreement and not paid; (vi) from the Total Available Funds, to the Class B NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for amount therein to the Class B Notes for such Distribution DateSpread Account Initial Deposit; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class B Noteholders’ Second Principal Parity Distributable Amount; (viii) from the Total Available Funds, for distribution to the Insurer, so long as provided an Insurer Default has occurred and is continuing, the amounts described in paragraph clause (bv) belowabove, any Matured Principal Shortfall on account of excluding the Class B NotesPremium, as defined in the Insurance Agreement; (ix) from the Total Available Funds, to the Class C NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for amount therein to the Class C Notes for such Distribution DateRequisite Amount; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Backup Servicer, the Designated Backup Subservicer and the Lockbox Processor any feesOwner Trustee, their respective accrued and unpaid fees and expenses and indemnities then due to such party that are in excess any accrued and unpaid fees and expenses of the related cap Trust Collateral Agent (in each case, to the extent such fees or annual limitation specified in expenses have not been previously paid pursuant to clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) additional fees of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zeroa successor servicer; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iiixi) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero;additional amounts as described in Section 10.1 herein; and (ivxii) from Available Funds, any remaining Available Funds to the Class B Noteholders Collateral Agent for deposit in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zeroSpread Account; provided, however, that, (A) following an acceleration of the Notes pursuant to the IndentureIndenture or, (B) the occurrence of if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(v5.1(vi) of the Indenture shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available in accordance with the priorities set forth in Section 5.7(b) or as may be directed by the Insurer in writing on the Business Day prior to such Distribution Date with respect to that portion of the Additional Funds Available constituting Insurer Optional Deposits and the Trustee shall deposit in the Note Distribution Account any Insured Payments (as defined in the Note Policy) due on such Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a) hereof or Section 5.6 of the Indenture, as applicable. (d) In the event that the Collection Account is maintained not able to be held with an institution other than the Trust Collateral Agent, the Servicer or the Trust Collateral Agent shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a5.7(b) and 5.7(b5.7(c) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesReceivables and (5) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Lockbox Bank and Bank, the Lockbox Processor and the successor servicer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.,

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) [from the Total Available Funds, to the Hedge Provider, net payments, if any, due to it under the Hedge Agreement;] (ii) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit Exeter any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesReceivables and (5) to any successor Servicer, transition fees not to exceed $ (including boarding fees) in the aggregate; (iiiii) from the Total Available Funds, to each of [the Lockbox Bank, ,] [the Lockbox Processor, Backup Servicer,] the Indenture Trustee, the Trust Collateral Agent Custodian, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 $ in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 $ in the aggregate in any calendar year to [the Lockbox Bank, ,] [the Lockbox Processor, Backup Servicer,] the Trust Collateral Agent Custodian and the Indenture Trustee)) and (z) $ [each calendar month]/[in the aggregate each calendar year] to the Asset Representations Reviewer; (iiiiv) from the Total Available Funds, [pari passu, (A)] to the Note Distribution Account for further distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateDate [and (B) to the Hedge Counterparty, Hedge Termination Payments (so long as the Hedge Counterparty is not a defaulting party or the sole affected party with respect to the termination of the Hedge Agreement]; (ivv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (vvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vivii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viiviii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viiiix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ixx) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xxi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xixii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xiixiii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiixiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xivxv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xvxvi) [from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvixvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xviixviii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount;] (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxi) from the Total Available Funds, to pay each of [the Trustee, Backup Servicer and the successor servicer,] the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Lockbox Bank Custodian[,] [and] the Asset Representations Reviewer [and the Lockbox Processor Bank] any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; ; (xxii) [from the Total Available Funds, to the Hedge Counterparty, any unpaid Hedge Termination Payments;] and (xxiixxiii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in [(iii), (vi), (ix), (xii) and (xv) )] above as well as any Matured Principal Shortfalls described in [(v), (viii), (xi), (xiv) and xvii (xvii)] above. (b) [On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. .] On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause [(iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) )] of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) [to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture.;] (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 [1,000,000] or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox BankIndenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Processor, the Trustee, the Trust Collateral Agent Bank and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by the ServicerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (v) $100,000 in the aggregate in any calendar year to the Owner Trustee, (w) $25,000 in the aggregate in any calendar year to the Custodian, (x) $100,000 in the aggregate in any calendar year to the Owner Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (y) $100,000 50,000 in the aggregate in any calendar year to the Asset Representations Reviewer) and (z) $25,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral AgentCustodian, the Asset Representations Reviewer, the Lockbox Bank Bank, the Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox BankIndenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Processor, the Trustee, the Trust Collateral Agent Bank and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by the ServicerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (v) $100,000 in the aggregate in any calendar year to the Owner Trustee, (w) $25,000 in the aggregate in any calendar year to the Custodian, (x) $100,000 in the aggregate in any calendar year to the Owner Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (y) $100,000 50,000 in the aggregate in any calendar year to the Asset Representations Reviewer and (z) $50,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral AgentCustodian, the Asset Representations Reviewer, the Lockbox Bank Bank, the Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox BankIndenture Trustee, the Backup Servicer, the Custodian, the Asset Representations Reviewer, the Lockbox Processor, the Trustee, the Trust Collateral Agent Bank and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by the ServicerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (v) $100,000 in the aggregate in any calendar year to the Owner Trustee, (w) $25,000 in the aggregate in any calendar year to the Custodian, (x) $100,000 in the aggregate in any calendar year to the Owner Indenture Trustee and the Backup Servicer, (y) $100,000 50,000 in the aggregate in any calendar year to the Asset Representations Reviewer and (z) $50,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer, the Trust Collateral AgentCustodian, the Asset Representations Reviewer, the Lockbox Bank Bank, the Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date, upon which the Trustee may conclusively rely) apply or cause distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to be applied the sum of amounts described in clauses (xii) the Available Funds and (after withdrawing iii) below) from amounts deposited in error the Collection Account pursuant to Section 7.02. (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer, the Sevicing Fee and Liquidation Proceeds relating to Purchased Receivables) Servicer Advances for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated less that portion thereof to be available therefore, applied by the Trustee in accordance with the Cash Collateral Account Agreement) and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivablesamounts; (ii) second, from the Total Amount Available Funds, to each of then remaining on deposit in the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each caseCollection Account, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year Note Distribution Account an amount equal to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)Note Interest Distributable Amount for such Payment Date; (iii) third, from the Total Amount Available Fundsthen remaining on deposit in the Collection Account, to the Class A NoteholdersNote Distribution Account, pari passu, an amount equal to the Noteholders’ Interest Note Principal Distributable Amount for the Class A Notes for such Distribution Payment Date; (iv) fourth, from the Total Amount Available Fundsthen remaining on deposit in the Collection Account, for distribution as provided in paragraph (b) belowto the Cash Collateral Account, the Class A Principal Parity amount, if any, necessary to increase the balance therein to the Requisite Cash Collateral Amount; (v) fifth, from the Total Amount Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall then remaining on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds deposit in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes parties entitled thereto in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes Cash Collateral Account Agreement, any amounts due and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectivelyunpaid thereunder; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;and (vi) sixth, any remaining Amount Available to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) Owner Trustee for distribution to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d)Equity Certificateholder. In the event that a Noteholder wishes to apply for a refund the Servicer's Certificate shows that, as of any such withholding taxDetermination Date, there are amounts on deposit in the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, Collection Account which do not constitute Pledged Revenues due to the account clause (ii)(b) of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided the definition thereof and to which the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar Depositor is entitled pursuant to Section 2.4 2.04 hereof, the Trustee shall forthwith pay such amount to or upon the order of the IndentureDepositor. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Payment Date, the Trust Collateral Agent Trustee shall (based solely on the information contained in the thee Servicer’s 's Certificate delivered with respect to on the related Determination Date, upon which the Trustee may conclusively rely) apply or cause distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Pledged Revenues, and second (but only as to be applied the sum of amounts described in clauses (xii) the Available Funds and (after withdrawing iii) below) from amounts deposited in error the Collection Account pursuant to Section 7.02. (i) first, from the Available Pledged Revenues then on deposit in the Collection Account, to the Servicer,, the Sevicing Fee and Liquidation Proceeds relating to Purchased Receivables) Servicer Advances for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated less that portion thereof to be available therefore, applied by the Trustee in accordance with the Cash Collateral Account Agreement) and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 2.05 hereof, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivablesamounts; (ii) second, from the Total Amount Available Funds, to each of then remaining on deposit in the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each caseCollection Account, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year Note Distribution Account an amount equal to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee);Note Interest Distributable Amount for such Payment Date. (iii) third, from the Total Amount Available Fundsthen remaining on deposit in the Collection Account, to the Class A NoteholdersNote Distribution Account, pari passu, an amount equal to the Noteholders’ Interest Note Principal Distributable Amount for the Class A Notes for such Distribution Payment Date; (iv) fourth, from the Total Amount Available Fundsthen remaining on deposit in the Collection Account, for distribution as provided in paragraph (b) belowto the Cash Collateral Account, the Class A Principal Parity amount, if any, necessary to increase the balance therein to the Requisite Cash Collateral Amount; (v) fifth, from the Total Amount Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall then remaining on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds deposit in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes parties entitled thereto in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes Cash Collateral Account Agreement, any amounts due and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectivelyunpaid thereunder; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;and (vi) sixth, any remaining Amount Available to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) Owner Trustee for distribution to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d)Equity Certificateholder. In the event that a Noteholder wishes to apply for a refund the Servicer's Certificate shows that, as of any such withholding taxDetermination Date, there are amounts on deposit in the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, Collection Account which do not constitute Pledged Revenues due to the account clause (ii)(b) of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided the definition thereof and to which the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar Depositor is entitled pursuant to Section 2.4 2.04 hereof, the Trustee shall forthwith pay such amount to or upon the order of the IndentureDepositor. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) [from the Total Available Funds, to the Hedge Provider, net payments, if any, due to it under the Hedge Agreement;] (ii) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (iiiii) from the Total Available Funds, to each of [the Lockbox Bank, the Lockbox Processor, ,] the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 $ in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 $ in the aggregate in any calendar year to [the Lockbox Bank, the Lockbox Processor, ,] the Trust Collateral Agent and the Trustee)) and (z) $ [each calendar month]/[in the aggregate each calendar year] to the Asset Representations Reviewer; (iiiiv) from the Total Available Funds, [pari passu, (A)] to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateDate [and (B) to the Hedge Counterparty, Hedge Termination Payments (so long as the Hedge Counterparty is not a defaulting party or the sole affected party with respect to the termination of the Hedge Agreement]; (ivv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (vvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vivii) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viiviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viiiix) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ixx) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xixii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xiixiii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiixiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xivxv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xvxvi) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvixvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xviixviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviiixix) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxx) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxixxii) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Asset Representations Reviewer, [the Lockbox Bank and the Lockbox Processor Processor] any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; ; (xxiii) [from the Total Available Funds, to the Hedge Counterparty, any unpaid Hedge Termination Payments;] and (xxiixxiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) [On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. .] On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 [1,000,000] or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesReceivables and (5) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Lockbox Bank and Bank, the Lockbox Processor and the successor servicer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar Xxxxxxxxx appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s 's Certificate delivered with respect to on the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts and in the order of priority specified below. Within each order of priority, amounts shall be deemed withdrawn first from Available Funds, second from the Collection Reserve Account unless otherwise specifiedand third from any Deficiency Claim Amounts. (i) first, from the Distribution Amount, (A) to the Trust for payment of any taxes due and unpaid with respect to the Trust, to the extent such taxes have not been previously paid by OFL or by the Servicer pursuant to Section 3.8, and (B) then to the Servicer, the amount of Outstanding Monthly Advances for which the Servicer is entitled to be reimbursed pursuant to Section 4.4(c) and for which the Servicer has not previously been reimbursed pursuant to Section 4.8; (ii) second, from the Distribution Amount then remaining on deposit in the Collection Account, to the Owner Trustee, any accrued and unpaid fees of the sources of funds stated Owner Trustee in accordance with the Trust Agreement and including amounts with respect to which the Administrator is entitled to be available thereforereimbursed pursuant to the Administration Agreement; to the Indenture Trustee, any accrued and unpaid fees of the Indenture Trustee in accordance with the Indenture; to any Lockbox Bank, Custodian, Backup Servicer, Collateral Agent, Indenture Collateral Agent or Administrator (including the Owner Trustee or Indenture Trustee if acting in any such additional capacity), any accrued and unpaid fees (in each case, to the extent such Person has not previously received such amount from the Servicer or OFL), to the Backup Servicer, any transition expenses (not to exceed $50,000) in accordance with Section 8.3; PROVIDED, HOWEVER, in the event that the rating assigned by Standard & Poor's to the claims-paying ability of the Security Insurer is not AAA, the accrued and unpaid fees of the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent, the Indenture Collateral Agent and the Administrator shall be distributed pursuant to this clause (ii) to the extent such fees are not in excess of the amount (the "Servicer Fee Threshold") obtained by dividing (x) .20% of the Aggregate Principal Balance by (y) twelve, and any accrued and unpaid fees in excess of the Servicer Fee Threshold remaining to be distributed pursuant to this clause (ii) shall not be distributed pursuant to this clause (ii) but shall be distributed after the distributions to be made pursuant to clause (v) below but before the distributions to be made pursuant to clause (vi) below; (iii) third, from the Distribution Amount then remaining on deposit in the following order of priority: (i) from the Total Available FundsCollection Account, to the Servicer, (1) the Base Basic Servicing Fee for the related Collection Monthly Period, (2) any Supplemental Servicing Fees for the related Collection Monthly Period, (3) and any amounts specified in Section 5.3 and (4) 4.2(b), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables4.8; (iiiv) fourth, from the Total Available Funds, to each of Distribution Amount then remaining on deposit in the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each caseCollection Account, to the extent such feesNote Distribution Account, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year an amount equal to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ ' Interest Distributable Amount for the Class A Notes for such Distribution Date; (ivv) fifth, from the Total Available FundsDistribution Amount then remaining on deposit in the Collection Account, to the Note Distribution Account, an amount equal to the Noteholders' Principal Distributable Amount for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notessuch Distribution Date; (vi) sixth, from the Total Available FundsDistribution Amount then remaining on deposit in the Collection Account, to the Class B NoteholdersCertificate Distribution Account, an amount equal to the Noteholders’ Certificateholders' Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) seventh, from the Total Available Funds, for distribution as provided Distribution Amount then remaining on deposit in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available FundsCollection Account, to the Class C NoteholdersCertificate Distribution Account, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, an amount equal to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Certificateholders' Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxviii) eighth, from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities Distribution Amount then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds on deposit in the Collection Account, to the Trust Collateral Agent will make payments Security Insurer, to the extent of any amounts owing to the Security Insurer under the Insurance Agreement and not paid, whether or not OFL is also obligated to pay such amounts, such amounts representing a portion of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), Credit Enhancement Fee otherwise payable on a subordinated basis to the Seller; and (ix)) ninth, (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated remaining Available Funds to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders deposit in the Spread Account, such amounts representing a portion of the Credit Enhancement Fee payable on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, a subordinated basis to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the IndentureSeller. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 4.09. (b) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based solely on the information contained in the Servicer’s Certificate delivered with respect to on the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 4.09) to make the following deposits and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due distributions on the Receivables and (y) any fees or expenses related to extensions due such Payment Date from Available Amounts on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 deposit in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 Collection Account, and, in the aggregate event of a shortfall in any calendar year to meeting the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified payments described in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause through (iii) of paragraph below (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (ivan “Available Amounts Shortfall”), (v)from amounts withdrawn from the Reserve Account, (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed following order of and priority: (i) to the Class A-1 Noteholders in reduction of Servicer, the remaining principal balance of the Class A-1 NotesServicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), until the outstanding principal balance thereof has been reduced to zeroand Nonrecoverable Advances; (ii) to the Class A-2 Noteholders in reduction Interest Distribution Account, (a) the aggregate amount of interest accrued for the remaining principal balance related Interest Period on each of the Class A-2 Notesof Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, until if any, of the outstanding principal balance thereof has been reduced amount of interest payable to zerothe Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law; (iii) to the Class A-3 Noteholders in reduction of Principal Distribution Account, the remaining principal balance of the Class A-3 NotesPriority Principal Distribution Amount, until the outstanding principal balance thereof has been reduced to zeroif any; (iv) to the Class B Noteholders Reserve Account, the amount, if any, necessary to cause the amount on deposit in reduction of the remaining principal balance of Reserve Account to equal the Class B Notes, until the outstanding principal balance thereof has been reduced to zeroReserve Account Required Amount; (v) to the Class C Noteholders in reduction of Principal Distribution Account, the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zeroRegular Principal Distribution Amount; (vi) to the Class D Noteholders Indenture Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in reduction of each case to the remaining principal balance of extent such fees and expenses have not been previously paid by the Class D NotesServicer in its capacity as Administrator; provided that, until the outstanding principal balance thereof has Notes have been reduced paid in full, the annual amount paid to zero;the Trustees out of Available Amounts described in this clause (vi) shall not exceed $10,000; provided further that if an Event of Default occurs and is continuing such $10,000 limitation will not apply; and (vii) any Available Amounts remaining, if any, to the Class E Noteholders Certificate Distribution Account. On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information contained in reduction the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of interest on the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to priority set forth in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v8.02(c) of the Indenture or (C) and the receipt Principal Distribution Account as payment of Insolvency Proceeds principal on the Notes pursuant to the priority set forth in Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds8.02(d) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In . Notwithstanding that the event that Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution reduced to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Datezero. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available FundsFunds and any Deficiency Claim Amount Deposits, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and 5.3, (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 5.3 and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (5) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available FundsFunds and any Deficiency Claim Amount Deposits, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Backup Servicer (in its capacity as either Backup Servicer or successor Servicer) and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox BankBanks, the Lockbox Processor, the Trust Collateral Agent Agent, the Backup Servicer (in its capacity as either Backup Servicer or successor Servicer) and the Trustee); (iii) from the Total Available FundsFunds and any Deficiency Claim Amount Deposits, to the Class A Noteholders, pari passuNote Distribution Account, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available FundsFunds and any Deficiency Claim Amount Deposits (other than amounts relating to Deficiency Claim Amounts described in clause (i) of the definition thereof), for distribution as provided in paragraph (b) belowto the Note Distribution Account, the Class A Noteholders’ Principal Distributable Amount and the Noteholders’ Parity Deficit Amount; (v) from the Total Available FundsFunds and any Deficiency Claim Amount Deposits to the Insurer, for distribution as provided in paragraph (b) below, the Premium and any Matured Principal Shortfall on account of amounts owing to the Class A NotesInsurer under the Insurance Agreement and not paid; (vi) from the Total Available Funds, Funds to the Class B NoteholdersSpread Account, an amount, if necessary, required to increase the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Dateamount therein to its then required level; (vii) from the Total Available FundsFunds and other amounts, for distribution as provided if any, received by the Trust Collateral Agent in paragraph (b) belowrespect of the Accelerated Payment Amount Shortfall Deposits, to the Note Distribution Account, the Class B Noteholders’ Accelerated Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total remaining Available Funds, Funds to the Class C Noteholders, the Noteholders’ Interest Distributable Amount Collateral Agent for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining deposit in the Collection Spread Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the IndentureIndenture or, (B) the occurrence of if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv5.1(v), 5.1(vi) or 5.1(v5.1(vii) of the Indenture shall have occurred and be continuing, or (C) upon the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (b) On each Insured Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, then on deposit in the Collection Account, and in accordance with the priorities set forth in Section 5.7(a) and the Trust Collateral Agent shall deposit in the Note Distribution Account the lesser of (i) the amount received from the Insurer as proceeds of a draw on the Note Policy and (ii) any excess of the Scheduled Payments (as defined in the Note Policy) due on such Insured Distribution Date over the amount of all Available Funds, Deficiency Claim Amount Deposits and Accelerated Payment Amount Shortfall Deposits previously deposited in the Note Distribution Account with respect to the related Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a) hereof or Section 5.6 of the Indenture, as applicable. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoingrelated Insured Distribution Date, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indentureas applicable. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) No later than 11:00 a.m. New York time on each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer's Certificate delivered on the related Preliminary Determination Date) cause to be made the following transfers and distributions in the amounts set forth in the Preliminary Servicer's Certificate for such Distribution Date: (i) During the Funding Period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date; and (ii) If such Distribution Date is the Mandatory Redemption Date, from the Pre-Funding Account to the Collection Account, in immediately available funds, the Pre-Funded Amount after giving effect to the purchase of Subsequent Receivables, if any, on the Mandatory Redemption Date. (b) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s 's Certificate delivered with respect to the related Preliminary Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Swap Provider, net payments, if any, then due to it under the Swap Agreement; (ii) from the Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, 5.3 and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (xi) principal and interest payments due on the Receivables and (yii) any fees or expenses related to extensions due on the Receivables; (iiiii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox ProcessorBanks, the Trustee, the Trust Collateral Agent Backup Servicer and the Owner Trustee, their respective accrued and unpaid fees, trustees' fees and expenses and indemnities any accrued and unpaid fees and expenses of the Trust Collateral Agent (in each case, to the extent such fees, expenses or indemnities fees have not been previously paid by the Servicer, Servicer and provided that such fees, expenses and indemnities fees shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 200,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox ProcessorBanks, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) belowFunds to the Note Distribution Account, the Class A Principal Parity Noteholders' Interest Distributable Amount; (v) from the Total Available FundsFunds to the Note Distribution Account, for distribution as provided in paragraph (b) belowthe Noteholders' Principal Distributable Amount plus, any Matured Principal Shortfall on account of the Class A NotesMandatory Redemption Date, the Note Prepayment Amount; (vi) from the Total Available Funds, to the Class B NoteholdersInsurer, to the Noteholders’ Interest Distributable Amount for extent of any amounts owing to the Class B Notes for such Distribution DateInsurer under the Insurance Agreement and not paid; (vii) from the Total Available FundsFunds (minus the amount of Investment Earnings relating to the Collection Account (PROVIDED, for distribution as provided in paragraph (b) belowthat such amount so remaining after deduction of such Investment Earnings shall not be less than zero)), to the Class B Principal Parity AmountSpread Account, an amount, if necessary, required to increase the amount therein to its then required level; (viii) from the Total Available FundsFunds (minus the amount of Investment Earnings relating to the Collection Account (PROVIDED, for distribution as provided that such amount so remaining after deduction of such Investment Earnings shall not be less than zero)) and amounts, if any, received by the Trust Collateral Agent in paragraph (b) below, any Matured Principal Shortfall on account respect of the Class B Notes;Accelerated Payment Amount Shortfall, to the Note Distribution Account, the Noteholders' Accelerated Principal Amount; and (ix) from the Total Available Funds, any remaining Available Funds to the Class C Noteholders, the Noteholders’ Interest Distributable Amount Collateral Agent for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining deposit in the Collection Spread Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered; PROVIDED, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, howeverHOWEVER, that, (A) following an acceleration of the Notes pursuant to the Indentureor, (B) the occurrence of if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv), 5.1(v) or 5.1(v5.1(vi) of the Indenture shall have occurred and be continuing, or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) On each Insured Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer's Certificate delivered with respect to the related Determination Date, unless the Insurer shall have notified the Trust Collateral Agent in writing of any errors or deficiencies with respect thereto) distribute from the Collection Account the Additional Funds Available, if any, plus the Note Policy Claim Amount, if any, in each case then on deposit in the Collection Account, and deposit in the Note Distribution Account any excess of the Scheduled Payments (as defined in the Note Policy) due on such Insured Distribution Date over the amount of all Available Funds previously deposited in the Note Distribution Account with respect to the related Distribution Date, which amount shall be applied solely to the payment of amounts then due and unpaid on the Notes in accordance with the priorities set forth in Section 5.8(a). (d) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a5.7(b) and 5.7(b5.7(c) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoingrelated Insured Distribution Date, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indentureas applicable. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date (other than the Special Distribution Date), the Trust Collateral Agent Indenture Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) 5.3, to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer; to Exeter, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month related Collection Period that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables, and (4) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Lockbox BankIndenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Processor, the Trustee, the Trust Collateral Agent Bank and the Owner Trustee, pro rata based on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or and indemnities have not been previously paid by the ServicerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (v) $100,000 in the aggregate in any calendar year to the Owner Trustee, (w) $25,000 in the aggregate in any calendar year to the Custodian, (x) $100,000 in the aggregate in any calendar year to the Owner Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (y) $100,000 50,000 in the aggregate in any calendar year to the Asset Representations Reviewer and (z) $50,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pari passupro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxxix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxixx) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner TrusteeBackup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the Trust Collateral AgentCustodian, the Asset Representations Reviewer, the Lockbox Bank Bank, the Owner Trustee and the Lockbox Processor any successor Servicer, pro rata based on amounts due to each such party, any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxiixxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent Indenture Trustee will make payments of (i) on each Distribution Date other than the Special Distribution Date, the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above, and (ii) on the Special Distribution Date, any amounts due and payable to the Holders of the Class A-1 Notes on such date, as described in the immediately succeeding paragraph. If any Class A-1 Notes remain Outstanding after the April 2023 Distribution Date, (a)(i) any accrued and unpaid interest on the Class A-1 Notes for the Interest Period with respect to the Special Distribution Date (including, without limitation, the amount of any Noteholders’ Interest Distributable Amount due and payable to the Holders of the Class A-1 Notes on the Special Distribution Date), and (ii) any outstanding principal of the Class A-1 Notes, will in each case be due and payable to the Holders of the Class A-1 Notes on the Special Distribution Date, and (b) a special Record Date of May 11, 2023 will apply for the Class A-1 Notes and the Special Distribution Date. Any such amounts described in clause (a) of the immediately preceding sentence will be payable from Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the regularly scheduled May 2023 Distribution Date on the Special Distribution Date. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) of the Indenture are applicable then all distributions of Total Available Funds on such Distribution Date will be made in accordance with such applicable section of the Indenture rather than in accordance with the priorities set forth above. (b) On each Distribution Date (other than the Special Distribution Date), the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance amount thereof has been reduced to zero;; and (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral AgentIndenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Holding Trust’s payment (or allocations of income) to a Holding Trust Certificateholder or the Issuer’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The Trust Collateral Agent Indenture Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Holding Trust Certificateholders or Noteholders sufficient funds for the payment of any tax attributable to the Holding Trust or the Issuer, as applicable (but such authorization shall not prevent the Trust Collateral Agent Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Holding Trust Certificateholder or Noteholder shall be treated as cash distributed to such Holding Trust Certificateholder or Noteholder at the time it is withheld by Holding Trust or the Trust Issuer, as applicable, and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent Indenture Trustee may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent Indenture Trustee shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, funds to the account of such Holder Noteholder at a bank or other entity depository institution having appropriate facilities thereforewire transfer facilities, if such provided that the Noteholder shall have provided has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the Note Registrar appropriate written instructions at least five Business Days prior to such related Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Registerwhich may be standing instructions). Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent Indenture Trustee hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shall, in the same order and priority described in such Section and in accordance with the written directions of Exeter Finance LLC, direct the Indenture Trustee to distribute to Exeter Finance LLC any amounts otherwise payable to the Lockbox Bank pursuant to such Section, to the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLC.

Distributions. (a) On or before each Distribution Determination Date, the Trust Collateral Agent Servicer shall calculate the Total Available Amount, the Available Interest, the Available Principal, if any, the Basic Servicing Fee, the Aggregate Noteholders’ Interest Distributable Amount (based solely including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount), the Noteholders’ Regular Principal Distributable Amount, the Aggregate Noteholders’ Principal Distributable Amount, the Specified Reserve Account Balance, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the Collection Account, the Note Distribution Account and, the Reserve Account, if applicable, on or before the related Distribution Date. (b) Based in each case on the information contained in the Servicer’s Certificate Accounting delivered with respect to on the related Determination Date pursuant to Section 2.09 of this Agreement: (i) On or before each Distribution Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts Indenture Trustee shall transfer from the Collection Account unless otherwise specified, to the extent Servicer, in immediately available funds, payments of Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) with respect to Receivables which became Liquidating Receivables during the sources related Monthly Period pursuant to Section 2.03 of this Agreement. (ii) On or before each Distribution Date, the Indenture Trustee shall withdraw from the Reserve Account and deposit in the Collection Account the amount of cash or other immediately available funds stated on deposit therein. (c) Except as otherwise provided in Section 4.06(d), on each Distribution Date the Indenture Trustee (based on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to be available thereforeSection 2.09) shall make the following distributions from the Collection Account (after the withdrawals, deposits and transfers specified in Section 4.06(b) have been made) in the following order of priority: (i) from the Total Available Fundsfirst, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent of the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3Total Available Amount, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesBasic Servicing Fee; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each casesecond, to the extent of the Total Available Amount (as such fees, expenses or indemnities have not amount has been previously paid reduced by the Servicer, and provided that such fees, expenses and indemnities shall not exceed distributions described in clause (xi) $100,000 in the aggregate in any calendar year above) to the Owner Trustee and (y) $100,000 in Note Distribution Account for the aggregate in any calendar year to payment of interest on the Lockbox BankClass A Notes, the Lockbox Processor, the Trust Collateral Agent and the Trustee)Aggregate Class A Interest Distributable Amount; (iii) from third, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (ii) above), to the Class A Noteholders, pari passuNote Distribution Account for the payment of principal on the Notes in the priority specified in the Indenture, the Noteholders’ Interest First Priority Principal Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from fourth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (iii) above), to the Note Distribution Account for distribution as provided in paragraph (b) belowthe payment of interest on the Class B Notes, the Aggregate Class A Principal Parity B Interest Distributable Amount; (v) from fifth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (iv) above), to the Note Distribution Account for distribution as provided the payment of principal on the Notes in paragraph (b) belowthe priority specified in the Indenture, any Matured the Second Priority Principal Shortfall on account of the Class A NotesDistributable Amount; (vi) from sixth, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (v) above), to the Note Distribution Account for the payment of interest on the Class B NoteholdersC Notes, the Noteholders’ Aggregate Class C Interest Distributable Amount for the Class B Notes for such Distribution DateAmount; (vii) from seventh, to the extent of the Total Available FundsAmount (as such amount has been reduced by the distributions described in clauses (i) through (vi) above), to the Note Distribution Account for distribution as provided the payment of principal on the Notes in paragraph (b) belowthe priority specified in the Indenture, the Class B Third Priority Principal Parity Distributable Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Fundseighth, to the Reserve Account, to the Reserve Account Deposit Amount for such Distribution Date; (xx) from extent of the Total Available Funds, for distribution Amount (as provided in paragraph (b) below, such amount has been reduced by the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified distributions described in clauses (i) and through (iivii) above), the amount required to bring the amount on deposit therein up to the Specified Reserve Account Balance; (ix) ninth, to the Note Distribution Account for payment to the Noteholders of principal on the Notes in the priority specified in the Indenture, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (viii) above), an amount equal to the Noteholders’ Regular Principal Distributable Amount (x) tenth, to the Indenture Trustee, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (ix) above), any costs of the Indenture Trustee incurred pursuant to Section 7.03 associated with a resignation of the Servicer and the appointment of a successor Servicer; and (xxiixi) from the Total Available Fundseleventh, to the Certificateholders (or if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust AgreementCertificateholders on a pro rata basis), the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments portion of the Noteholders’ Interest Distributable Amounts Total Available Amount remaining after the distributions described in clauses (iii), i) through (vi), (ix), (xiix) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (bd) On each Distribution DateNotwithstanding the foregoing, at any time that the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes have not been paid in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes full and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) declared immediately due and payable following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iunder Sections 5.1(a), 5.1(ii5.1(b), 5.1(iv) 5.1(c), 5.1(e), or 5.1(v5.1(f) of the Indenture, then (unless Section 4.06(e) is applicable) until such time as the Notes have been paid in full and the Indenture has been discharged or (Cthe foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the receipt of Insolvency Proceeds pursuant Indenture, the order in which the amounts allocated to Section 10.1(b), amounts deposited in the Note Distribution Account pursuant to clauses (including any such Insolvency Proceedsii) through (vii) of Section 4.06(c) of this Agreement will be used to make payments to Noteholders shall be paid to the Noteholders, pursuant to order specified in Section 5.6 2.7(c) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) The rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates shall be and hereby are subordinated to the rights of the Class A Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. On each Distribution Date, the Trust Collateral Agent Trustee shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied made the sum following transfers and distributions from the Certificate Account in respect of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of prioritypriority and in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from the Total Available Funds, to the ServicerServicer in reimbursement of an Advance previously made in respect of a Receivable, by wire transfer of immediately available funds, from monies on deposit in the Certificate Account in respect of (1A) the Base Servicing Fee for amount of Collected Interest collected during the related Collection PeriodPeriod in respect of the related Receivable, (2B) any Supplemental Servicing Fees for the related Collection Period, interest portion of the Repurchase Amount (3) any amounts specified in Section 5.3 and (4) to the extent that the Servicer has Repurchase Amount does not reimbursed itself consist in part of a waiver of the right to reimbursement for an Advance made in respect of such amounts Receivable, as provided in Section 13.02) and (C) the interest portion of Liquidation Proceeds of such Receivable; provided that no repayment of an Advance made by the Servicer in respect of a Receivable pursuant to Section 5.3this subclause, and to when taken together with all previous repayments made in respect of such Advance, may exceed the extent not retained by actual amount of the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the ReceivablesAdvance; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided by wire transfer of immediately available funds, the aggregate payment of the Servicing Fee (including any unpaid Servicing Fees with respect to one or more prior Collection Periods); provided, however, that such fees, expenses and indemnities fees shall not exceed (x) $100,000 in the aggregate in any calendar year be provided from Available Funds only to the Owner Trustee and (y) $100,000 extent, as determined by the Servicer pursuant to Section 14.03, such funds represent payment in respect of the aggregate in any calendar year Receivables allocable to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)interest; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution Certificateholders as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; previous Record Date from Collected Interest (vi) from the Total Available Funds, after giving effect to the Class B Noteholders, the Noteholders’ reduction in Collected Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified described in clauses (i) and (ii) above; and (xxii) from the Total Available Funds), an amount equal to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance sum of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such any outstanding Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zeroA Interest Carryover Shortfall; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities thereforeand, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoingCollected Interest is insufficient, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) Class A Certificateholders will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.receive

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit GM Financial any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the TrusteeTrustee and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer); (iii) from to the Total Available Funds, Note Distribution Account for distribution to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution Amount; (v) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (viivi) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (xviii) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) from to the Total Available Funds, Note Distribution Account for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiiix) from to the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E NoteholdersReserve Account, the Noteholders’ Interest Distributable Reserve Account Deposit Amount for the Class E Notes for such Distribution Date; (xvixii) from to the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available FundsNote Distribution Account, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xixxiii) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and clause (ii) above; and (xxiixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. . (b) On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xivvii) and xvii (ix) above. (b) . On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the outstanding principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Noteholders’ Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (viivi), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, ratably based on the outstanding principal balance of each Class of Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal balance of the Class A-4 Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii), 5.1(iv5.1(b) or 5.1(v5.1(d) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee); (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii (xvii) above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 A-2-A Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 A-2-A Noteholders in reduction of the remaining principal balance of the Class A-2 A-2-A Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US U.S. Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this sectionSection, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date (or, if both the Accounts are not maintained by the Relevant Trustee, on the Business Day immediately preceding each Distribution Date), the Trust Collateral Agent Relevant Trustee shall (based solely on cause to be made the information contained following transfers and distributions in immediately available funds in the amounts set forth in the Servicer’s 's Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available therefore, and in the following order of priorityDate: (i) from the Total Available Funds, Payahead Account (or directly from the Servicer in the case of Payments Ahead held by the Servicer pursuant to Section 5.02(b) or (c)) to the ServicerCollection Account, the aggregate Applied Payments Ahead; and (1ii) if the Base Servicing Fee Servicer is not permitted to hold Payments Ahead pursuant to Section 5.02(b) or (c), from the Collection Account to the Payahead Account, the aggregate Payments Ahead for the related Collection Period. (b) On each Determination Date, the Servicer shall calculate the Available Interest, the Available Principal, the Noteholders' Distributable Amount, the Certificateholders' Distributable Amount, the amount to be distributed to Noteholders of each Class And the Certificateholders, and all other distributions, deposits and withdrawals to be made on the related Distribution Date. (2c) any Supplemental Servicing Fees The rights of the Certificateholders to receive distributions in respect of the Certificates shall be and hereby are subordinated to the rights of the Noteholders to receive distributions in respect of the Notes to the extent provided in this Section. On each Distribution Date, the Relevant Trustee shall make the following distributions from the Collection Account in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date; provided, however, that except as otherwise provided in Sections 5.05(a) or 5.06(a), such distributions shall be made only from those funds deposited in the Collection Account for the related Collection Period, : (3) any amounts specified in Section 5.3 and (4i) to the extent the Servicer has not reimbursed itself from Available Interest or Available Principal, any payments in respect of such amounts Nonrecoverable Advances required pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables5.04(c); (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed from Available Interest (xafter giving effect to any reduction in Available Interest described in clause (i) $100,000 in the aggregate in any calendar year to the Owner Trustee and (y) $100,000 in the aggregate in any calendar year to the Lockbox Bankabove), the Lockbox Processor, the Trust Collateral Agent and the TrusteeTotal Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods); (iii) from the Total Available Funds, to the Class A Noteholders, pari passuon a pro rata basis based on the Class A-1 Interest Distributable Amount, the Noteholders’ Class A-2 Interest Distributable Amount for and the Class A Notes for such Distribution Date; (iv) from the Total Available FundsA-3 Interest Distributable Amount, for distribution as provided interest in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, an amount equal to the Class B Noteholders, the Noteholders’ ' Interest Distributable Amount for the together with any unpaid Class B Notes for A-1 Interest Carryover Shortfalls, Class A-2 Interest Carryover Shortfalls and Class A-3 Interest Carryover Shortfalls, such Distribution Date; amounts to be paid from Available Interest (vii) from the Total after giving effect to any reduction in Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank and the Lockbox Processor any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified described in clauses (i) and (ii) above); and (xxii) provided that if such Available Interest is insufficient, the Noteholders will be entitled to receive such amount first, from the Total Certificateholders' Percentage of Available FundsPrincipal and second, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreementif such amounts are insufficient, the aggregate amount remaining from monies on deposit in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zeroReserve Fund; (iv) to the Class B A-1 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount, and, on each Distribution Date prior to the Distribution Date in o, the Certificateholders' Principal Distributable Amount and any unpaid Class X-0 Xxxxxxxxx Xxxxxxxxx Shortfall, such amount to be paid from Available Principal (as Available Principal has been reduced by reimbursing the Servicer for the principal component of any outstanding Advances and any reduction in Available Principal described in clause (iii) above); provided that if such Available Principal is insufficient, the Class A-1 Noteholders will be entitled to receive such amount first, from Available Interest (after giving effect to any reduction in reduction of Available Interest described in clauses (i) to (iii) above) and second, if such amounts are insufficient, from monies on deposit in the remaining Reserve Fund, until the principal balance amount of the Class B Notes, until the outstanding principal balance thereof has been A-1 Notes is reduced to zero; (v) to the Class C Noteholders in reduction of A-2 Noteholders, an amount equal to the remaining Noteholders' Principal Distributable Amount and any unpaid Class A-2 Principal Carryover Shortfall, and, if the Distribution Date on which the principal balance amount of the Class C NotesA-1 Notes is reduced to zero occurs prior to __________, 200_, then on such Distribution Date only, the Certificateholders' Principal Distribution Amount, such amount to be paid from Available Principal (as Available Principal has been reduced by reimbursing the Servicer for the principal component of any outstanding Advances and any reduction in Available Principal described in clauses (iii) and (iv) above); provided that if such Available Principal is insufficient, the Class A-2 Noteholders will be entitled to receive such amount first, from Available Interest (after giving effect to any reduction in Available Interest described in clauses (i) to (iv) above) and second, if such amounts are insufficient, from monies on deposit in the Reserve Fund, until the outstanding principal balance thereof has been amount of the Class A-2 Notes is reduced to zero; (vi) to the Class D A-3 Noteholders, an amount equal to the Noteholders' Principal Distributable Amount and any unpaid Class A-3 Principal Carryover Shortfall, such amount to be paid from Available Principal (as Available Principal has been reduced by reimbursing the Servicer for the principal component of any outstanding Advances and any reduction in Available Principal described in clauses (iii) to (v) above); provided that if such Available Principal is insufficient, the Class A-3 Noteholders will be entitled to receive such amount first, from Available Interest (after giving effect to any reduction in reduction of Available Interest described in clauses (i) to (v) above) and second, if such amounts are insufficient, from monies on deposit in the remaining Reserve Fund, until the principal balance amount of the Class D Notes, until the outstanding principal balance thereof has been A-3 Notes is reduced to zero; (vii) to the Class E Noteholders Certificateholders, an amount equal to the Certificateholders' Interest Distributable Amount and any unpaid Certificateholders' Interest Carryover Shortfall, such amount to be paid from Available Interest (after giving effect to the reduction in reduction of Available Interest described in clauses (i) and (ii) above); provided that if such Available Interest is insufficient, the remaining principal balance of Certificateholders will be entitled to receive such amount from monies on deposit in the Class E NotesReserve Fund; and (viii) to the Certificateholders, until an amount equal to the outstanding principal balance thereof Certificateholders' Principal Distributable Amount and any unpaid Certificateholder Principal Carryover Shortfall, such amount to be paid from Available Principal (as Available Principal has been reduced by reimbursing the Servicer for the principal component of any outstanding Advances and any reduction in Available Principal described in clauses (iii) to zero(vi) above); providedprovided that if such Available Principal is insufficient, howeverthe Certificateholders will be entitled to receive such amount first, thatfrom Available Interest (after giving effect to any reduction in Available Interest described in clauses (i) to (vii) above) and second, (A) following an acceleration of the Notes pursuant to the Indentureif such amounts are insufficient, (B) the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited from monies on deposit in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution DateReserve Fund. (d) In On each Distribution Date, the event that Relevant Trustee shall deposit any withholding tax is imposed on Excess Amounts into the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce Reserve Fund until the amount otherwise distributable on deposit therein equals the Specified Reserve Fund Balance and shall distribute the remainder, if any, to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSeller. (e) Distributions required Except with respect to be made to Noteholders the final payment upon retirement of a Note or Certificate, the Servicer shall on any each Distribution Date shall be made instruct the Relevant Trustee to distribute to each Noteholder Securityholder of record on the preceding related Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder Securityholder at the address of such holder Holder appearing in the Certificate Register or Note Register. Notwithstanding , as the foregoingcase may be, (or, if DTC, its nominee or a Clearing Agency is the relevant Holder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be distributed to such Securityholder pursuant to such Holder's Note or Certificate. With respect to the final distribution in respect payment upon retirement of any a Note (whether or Certificate, the Servicer shall on the Final Scheduled relevant final Distribution Date or otherwise) will be payable instruct the Relevant Trustee to distribute the amounts due thereon only upon presentation and surrender delivery for cancellation of the certificate representing such Note at or Certificate in accordance with the office Indenture or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to Agreement, as the extent required by law and case may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereonbe.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) ), to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, Servicer and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Funds, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Funds, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance of the Class A-1 Notes, until the outstanding principal balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance of the Class A-2 Notes, until the outstanding principal balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance of the Class A-3 Notes, until the outstanding principal balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance of the Class B Notes, until the outstanding principal balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance of the Class C Notes, until the outstanding principal balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance of the Class D Notes, until the outstanding principal balance thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance of the Class E Notes, until the outstanding principal balance thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, pursuant to Section 5.6 of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurred. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Fundson a pro rata basis, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Fundson a pro rata basis, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal balance amount of the Class A-2 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero, pro rata to the Class A-2-A Notes and Class A-2-B Notes based on their respective Outstanding Amounts; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.

Distributions. (a) On each Distribution Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered with respect to the related Determination Date) apply or cause to be applied the sum of (x) the Available Funds (after withdrawing amounts deposited in error and Liquidation Proceeds relating to Purchased Receivables) for the related Collection Period and plus (y) the Reserve Account Withdrawal Amount for such Distribution Date (such sum, the “Total Available Funds”) to distribute the following amounts from the Collection Account unless otherwise specified, to the extent of the sources of funds stated to be available thereforetherefor, and in the following order of priority: (i) from the Total Available Funds, to the Servicer, (1) the Base Servicing Fee for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.3 and (4) to the extent the Servicer has not reimbursed itself in respect of such amounts pursuant to Section 5.3, and to the extent not retained by the Servicer, and to pay to AmeriCredit any amounts paid by Obligors during the preceding calendar month that did not relate to (x) principal and interest payments due on the Receivables and (y) any fees or expenses related to extensions due on the Receivables; (ii) from the Total Available Fundson a pro rata basis, to each of the Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent Agent, the Asset Representations Reviewer and the Owner Trustee, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses or indemnities have not been previously paid by the Servicer, and provided that such fees, expenses and indemnities shall not exceed (x) $100,000 in the aggregate in any calendar year to the Owner Trustee and Trustee, (y) $100,000 in the aggregate in any calendar year to the Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Trustee)) and (z) $200,000 in the aggregate in any calendar year to the Asset Representations Reviewer; (iii) from the Total Available Funds, to the Class A Noteholders, pari passu, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution Date; (iv) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class A Principal Parity Amount; (v) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class A Notes; (vi) from the Total Available Funds, to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution Date; (vii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class B Principal Parity Amount; (viii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class B Notes; (ix) from the Total Available Funds, to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution Date; (x) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class C Principal Parity Amount; (xi) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class C Notes; (xii) from the Total Available Funds, to the Class D Noteholders, the Noteholders’ Interest Distributable Amount for the Class D Notes for such Distribution Date; (xiii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class D Principal Parity Amount; (xiv) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class D Notes; (xv) from the Total Available Funds, to the Class E Noteholders, the Noteholders’ Interest Distributable Amount for the Class E Notes Notes, if any, for such Distribution Date; (xvi) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Class E Principal Parity Amount; (xvii) from the Total Available Funds, for distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account of the Class E Notes; (xviii) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xix) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xx) from the Total Available Funds, for distribution as provided in paragraph (b) below, the Accelerated Principal Amount; (xxi) from the Total Available Fundson a pro rata basis, to pay each of the Trustee, the Owner Trustee, the Trust Collateral Agent, the Lockbox Bank Agent and the Lockbox Processor Asset Representations Reviewer any fees, expenses and indemnities then due to such party that are in excess of the related cap or annual limitation specified in clauses (i) and (ii) above; and (xxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholder in accordance with the Trust Agreement, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and xvii above. (b) On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the amounts that are allocated to the Class A-2 Notes in accordance with clause (iii) of paragraph (a) above on that Distribution Date to the Class A-2-A Notes and the Class A-2-B Notes pro rata based on the principal balance of the Class A-2-A Notes and the Class A-2-B Notes, respectively; provided, that if the amount so allocated to the Class A-2-A Notes or the Class A-2-B Notes on any Distribution Date exceeds the Noteholders Interest Distributable Amount with respect to such Distribution Date and such Class, then the amount of such excess shall be allocated to the other such Class on that Distribution Date. On each Distribution Date, the Trust Collateral Agent shall apply or cause to be applied the aggregate of the amounts described in clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of paragraph (a) above on that Distribution Date in the listed following order of priority: (i) to the Class A-1 Noteholders in reduction of the remaining principal balance amount of the Class A-1 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 A-2-A Noteholders in reduction of the remaining principal balance amount of the Class A-2 A-2-A Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal balance amount of the Class A-3 Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal balance amount of the Class B Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal balance amount of the Class C Notes, until the outstanding principal balance thereof Outstanding Amount there of has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal balance amount of the Class D Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; (vii) to the Class E Noteholders in reduction of the remaining principal balance amount of the Class E Notes, until the outstanding principal balance Outstanding Amount thereof has been reduced to zero; provided, however, that, (A) following an acceleration of the Notes pursuant to the Indenture, (B) the occurrence of an Event of Default pursuant to Section 5.1(iSections 5.1(a), 5.1(ii5.1(b), 5.1(iv5.1(d) or 5.1(v5.1(e) of the Indenture or (C) the receipt of Insolvency Proceeds pursuant to Section 10.1(b), the Total Available Funds and amounts deposited in the Note Distribution Account (including any such Insolvency Proceeds) shall be paid to the Noteholders, Noteholders pursuant to Section 5.6 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Trust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) and 5.7(b) on the related Distribution Date. (d) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Noteholder, such tax shall reduce the amount otherwise distributable to the Noteholder in accordance with this Section. The Trust Collateral Agent is hereby authorized and directed to retain from amounts otherwise distributable to the Noteholders sufficient funds for the payment of any tax attributable to the Trust (but such authorization shall not prevent the Trust Collateral Agent from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Noteholder shall be treated as cash distributed to such Noteholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-US Noteholder), the Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (d). In the event that a Noteholder wishes to apply for a refund of any such withholding tax, the Trust Collateral Agent shall reasonably cooperate with such Noteholder in making such claim so long as such Noteholder agrees to reimburse the Trust Collateral Agent for any out-of-pocket expenses (including legal fees and expenses) incurredSection 5. (e) Distributions required to be made to Noteholders on any Distribution Date shall be made to each Noteholder of record on the preceding Record Date either by (i) wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (ii) by check mailed to such Noteholder at the address of such holder appearing in the Note Register. Notwithstanding the foregoing, the final distribution in respect of any Note (whether on the Final Scheduled Distribution Date or otherwise) will be payable only upon presentation and surrender of such Note at the office or agency maintained for that purpose by the Note Registrar pursuant to Section 2.4 of the Indenture. (f) Subject to Section 5.1 and this section, monies received by the Trust Collateral Agent hereunder need not be segregated in any manner except to the extent required by law and may be deposited under such general conditions as may be prescribed by law, and the Trust Collateral Agent shall not be liable for any interest thereon.