Common use of Protection of Interest of the Collateral Agent Clause in Contracts

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree that they shall, and shall cause the Debtor to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN shall, and shall cause the Debtor to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree that they shall take all actions necessary to cause the Debtor to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN shall, and shall cause the Debtor to, at their own expense, upon request of any Secured Party, obtain such additional search reports as any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTN's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN or the Servicer receives any Collections, the Debtor, AmeriCredit, AMTN or the Servicer, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN to remit) such Collections to the Collection Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree The Debtor agrees that they shall, and shall cause the Debtor to, from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN shall, and shall cause the Debtor towill, upon the request of the Collateral Agent, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 9.6 hereof) as may be requested by such Secured Party the Collateral Agent and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree The Debtor agrees that they it shall take all actions necessary to cause UAC and the Debtor Seller to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor Seller and the Debtor, as applicable, and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN The Debtor shall, and shall cause the Debtor to, at their its own expense, upon request of any Secured Partythe Collateral Agent, obtain such additional search reports as any such Secured Party the Collateral Agent shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTN's signature. Carbon, photographic photo graphic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN to, neither change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the Relevant UCC as in effect in the State of New York, Delaware and TexasFlorida) or nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' days prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the Relevant UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Cut-Off Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On the second Business Day after the end of each Remittance DateSettlement Period, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Settle ment Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof2.7 or Section 2.15) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless B without the consent of the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection AccountSection 5.2(f). If the Debtor, AmeriCredit, AMTN Debtor or the Servicer Collection Agent receives any Collections, the Debtor, AmeriCredit, AMTN Debtor or the ServicerCollection Agent, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN to remit) such Collections to the Collection a Lock-Box Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree The Debtor agrees that they shall, and shall cause the Debtor to, from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN shall, and shall cause the Debtor towill, upon the request of the Collateral Agent, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 9.6 hereof) as may be requested by such Secured Party the Collateral Agent and xxxx its master data processing pro cessing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Collat eral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree The Debtor agrees that they it shall take all actions necessary to cause the Debtor UAC to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN The Debtor shall, and shall cause the Debtor to, at their its own expense, upon request of any Secured Partythe Collateral Agent, obtain such additional search reports as any such Secured Party the Collateral Agent shall request. To the fullest extent permitted by applicable appli cable law, the Collateral Agent shall be permitted to sign and file continuation statements state ments and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTN's signaturesigna ture. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN to, neither change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the Relevant UCC as in effect in the State of New York, Delaware and TexasFlorida) or nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Collat eral Agent and the Note Insurer at least thirty (30) days' days prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party the Insurer in connection with such change or relocation. Any filings under the Relevant UCC or otherwise that are occasioned occa sioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Cut-Off Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On the second Business Day after the end of each Remittance DateSettlement Period, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof2.7 or Section 2.15) and such updated list shall thereupon constitute consti tute Schedule A hereto and is hereby incorporated by reference herein. (ba) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box AgreementB without the consent of the Collateral Agent and the Insurer. The Servicer Collection Agent shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer shall use its best efforts to cause If the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into Debtor or the Collection Account. If the Debtor, AmeriCredit, AMTN or the Servicer Agent receives any Collections, the Debtor, AmeriCredit, AMTN Debtor or the ServicerCollection Agent, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN to remit) such Collections to the Collection a Lock-Box Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN AWC agree that they shall, and shall cause the Debtor Issuer to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN AWC shall, and shall cause the Debtor Issuer to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's ’s security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AWC agree that they shall take all actions necessary to cause the Debtor Issuer to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor Issuer and the Collateral Agent's ’s security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AWC shall, and shall cause the Debtor Issuer to, at their own expense, upon request of any Secured Party, obtain such additional search reports as any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor'sIssuer’s, AmeriCredit's ’s or AMTN's AWC’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor Issuer shall not, and shall not permit AmeriCredit or AMTN AWC to, change its name, identity or identity, corporate structure or location (within the meaning of Section 9-402(7) 307 of the UCC as in effect in the State of New York, Nevada, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' ’ prior notice thereof and (ii) prepared at the Debtor's Issuer’s expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the DebtorIssuer. On the Closing Initial Funding Date, the Debtor Issuer shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Initial Funding Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor Issuer shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Rapid Amortization Event nor any Termination and Rapid Amortization Event has occurred hereunder. The Servicer shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' ’ prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection Account. If the DebtorIssuer, AmeriCredit, AMTN AWC or the Servicer receives any Collections, the DebtorIssuer, AmeriCredit, AMTN AWC or the Servicer, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN AWC to remit) such Collections to the Lock-Box Account or the Collection Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree The Debtor agrees that they shall, and shall cause the Debtor to, from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN shall, and shall cause the Debtor towill, upon the request of the Collateral Agent, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 9.6 hereof) as may be requested by such Secured Party the Collateral Agent and xxxx its mark their respective master data processing records and other documents (or to cause such cauxx xuch records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree The Debtor agrees that they it shall take all actions necessary to cause UAC and the Debtor Seller to similarly xxxx mark its records to reflect the sale of the Receivables and the Contracts Xxxtracts to the Debtor Seller and the Debtor, as applicable, and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN The Debtor shall, and shall cause the Debtor to, at their its own expense, upon request of any Secured Partythe Collateral Agent, obtain such additional search reports as any such Secured Party the Collateral Agent shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTN's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN to, neither change its name, identity or corporate structure (within the meaning jurisdiction of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or formation nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' days prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the Relevant UCC or otherwise that are occasioned by such change in name name, location or location jurisdiction of formation shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On the second Business Day after the end of each Remittance DateSettlement Period, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof2.7 or Section 2.15) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless B without the consent of the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection AccountSection 5.2(f). If the Debtor, AmeriCredit, AMTN Debtor or the Servicer Collection Agent receives any Collections, the Debtor, AmeriCredit, AMTN Debtor or the ServicerCollection Agent, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN to remit) such Collections to the Collection a Lock-Box Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree The Debtor agrees that they it shall, and shall cause the Debtor AmeriCredit and AFC II to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN the Debtor shall, and shall cause the Debtor AmeriCredit to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof 1(d) of the Intercreditor Agreement and (ii) upon the request of the Collateral Agent or any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party the Collateral Agent and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree The Debtor agrees that they it shall take all actions necessary to cause the Debtor each of AmeriCredit and AFC II to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN The Debtor shall, and shall cause the Debtor each of AmeriCredit and AFC II to, at their its own expense, upon request of any Secured Partythe Collateral Agent, obtain such additional search reports as the Collateral Agent or any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Security Agreement without the Debtor's, AmeriCredit's or AMTNAFC II's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN AFC II to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' days prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Initial Funding Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Initial Funding Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables receivables serviced by the ServicerCollection Agent. The Servicer Collection Agent shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Box Bank to those listed on Exhibit A B attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer Collection Agent shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer Collection Agent shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer Collection Agent shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN AFC II or the Servicer Collection Agent receives any Collections, the Debtor, AmeriCredit, AMTN AFC II or the ServicerCollection Agent, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN AFC II to remit) such Collections to the Collection Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN agree The Debtor agrees that they shall, and shall cause the Debtor to, from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN shall, and shall cause the Debtor towill, upon the request of the Collateral Agent, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 9.6 hereof) as may be requested by such Secured Party the Collateral Agent and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN agree The Debtor agrees that they it shall take all actions necessary to cause UAC and the Debtor Seller to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor Seller and Debtor, as applicable, and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN The Debtor shall, and shall cause the Debtor to, at their its own expense, upon request of any Secured Partythe Collateral Agent, obtain such additional search reports as any such Secured Party the Collateral Agent shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTN's signature. Carbon, photographic photo graphic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN to, neither change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the Relevant UCC as in effect in the State of New York, Delaware and TexasFlorida) or nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' days prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party the Insurer in connection with such change or relocation. Any filings under the Relevant UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Cut-Off Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On the second Business Day after the end of each Remittance DateSettlement Period, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof2.7 or Section 2.15) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless B without the consent of the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN or the Servicer receives any Collections, the Debtor, AmeriCredit, AMTN or the Servicer, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN to remit) such Collections to the Collection Account.Section 5.2(f)

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN AMC agree that they shall, and shall cause the Debtor to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN AMC shall, and shall cause the Debtor to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's ’s security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AMC agree that they shall take all actions necessary to cause the Debtor to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's ’s security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AMC shall, and shall cause the Debtor to, at their own expense, upon request of any Secured Party, obtain such additional search reports as any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's’s, AmeriCredit's ’s or AMTN's AMC’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN AMC to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' ’ prior notice thereof and (ii) prepared at the Debtor's ’s expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' ’ prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN AMC or the Servicer receives any Collections, the Debtor, AmeriCredit, AMTN AMC or the Servicer, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN AMC to remit) such Collections to the Collection Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN AMC agree that they shall, and shall cause the Debtor to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN AMC shall, and shall cause the Debtor to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts representing tangible chattel paper and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's ’s security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AMC agree that they shall take all actions necessary to cause the Debtor to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's ’s security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AMC shall, and shall cause the Debtor to, at their own expense, upon request of any Secured Party, obtain such additional search reports as any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's’s, AmeriCredit's ’s or AMTN's AMC’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN AMC to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' ’ prior notice thereof and (ii) prepared at the Debtor's ’s expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables serviced by the Servicer. The Servicer shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer shall not add any bank as a Lock-Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' ’ prior notice of such termination. The Servicer shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN AMC or the Servicer receives any Collections, the Debtor, AmeriCredit, AMTN AMC or the Servicer, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN AMC to remit) such Collections to the Collection Account.

Protection of Interest of the Collateral Agent. (a) AmeriCredit and AMTN AFC III agree that they shall, and shall cause the Debtor to, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Collateral Agent may reasonably request in order to perfect or protect the Collateral or to enable the Collateral Agent or any Secured Party to exercise or enforce any of its rights hereunder. Nothing contained herein shall imply a duty of the Collateral Agent to initiate the preparation of documents or the taking of action to perfect or protect the Collateral beyond the duties specifically enumerated herein and contained in the Transaction Documents. Without limiting the foregoing, AmeriCredit and AMTN AFC III shall, and shall cause the Debtor to, in order to accurately reflect the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, (i) stamp (or cause to be stamped) all Contracts and related files with the legend set forth in Section 2.1 hereof and (ii) upon the request of any Secured Party, execute and file such financing or continuation statements or amendments thereto or assignments thereof as may be requested by such Secured Party and xxxx its master data processing records and other documents (or to cause such records or other documents to be marked) so as to indicate the Collateral Agent's security interest in the portion of the Collateral consisting of Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AFC III agree that they shall take all actions necessary to cause the Debtor to similarly xxxx its records to reflect the sale of the Receivables and the Contracts to the Debtor and the Collateral Agent's security interest in the Receivables, the related Contracts, the Collections and the Related Security with respect thereto. AmeriCredit and AMTN AFC III shall, and shall cause the Debtor to, at their own expense, upon request of any Secured Party, obtain such additional search reports as any such Secured Party shall request. To the fullest extent permitted by applicable law, the Collateral Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof in respect of security interests created under this Agreement without the Debtor's, AmeriCredit's or AMTNAFC III's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Debtor shall not, and shall not permit AmeriCredit or AMTN AFC III to, change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the State of New York, Delaware and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Collateral Agent and the Note Insurer at least thirty (30) days' prior notice thereof and (ii) prepared at the Debtor's expense and delivered to the Collateral Agent all financing statements, instruments and other documents necessary to preserve and protect the Collateral or requested by the Collateral Agent or any Secured Party in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of the Debtor. On the Closing Initial Funding Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer a listing by account number of the Contracts as of the Closing Initial Funding Date, which listing shall constitute Schedule A hereto and is hereby incorporated herein by reference. On each Remittance Date, the Debtor shall deliver to the Collateral Agent and the Note Insurer an updated listing by account number of the Contracts as of the last day of such Settlement Period (giving effect to any releases by the Purchaser Company pursuant to Section 2.15 hereof) and such updated list shall thereupon constitute Schedule A hereto and is hereby incorporated by reference herein. (b) The Servicer Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly with a Lock-Box Bank, acting as agent for the Collateral Agent, on behalf of the Secured Parties, pursuant to a Lock-Lock- Box Agreement. Amounts received by a Lock-Box Bank in respect of Receivables may initially be deposited into a Lock-Box Account maintained by the Lock-Box Bank as agent for the Collateral Agent, on behalf of the Secured Parties, and for other owners of automobile Receivables receivables serviced by the ServicerCollection Agent. The Servicer Collection Agent shall be permitted to give instructions to the Lock-Box Banks for so long as neither a Potential Termination and Amortization Event nor any Termination and Amortization Event has occurred hereunder. The Servicer Collection Agent shall not add any bank as a Lock-Lock- Box Bank to those listed on Exhibit A attached hereto unless such bank has entered into a Lock-Box Agreement. The Servicer Collection Agent shall not terminate any bank as a Lock-Box Bank unless the Collateral Agent and the Note Insurer shall have received fifteen (15) days' prior notice of such termination. The Servicer Collection Agent shall use its best efforts to cause the Lock-Box Bank, pursuant to the Lock-Box Agreement, to deposit all payments on the Receivables in the Lock-Box Account not later than the Business Day after receipt thereof and, within two (2) Business Days of receipt of Collections into the Lock-Box Account, the Servicer Collection Agent shall cause such Collections to be remitted into the Collection Account. If the Debtor, AmeriCredit, AMTN AFC III or the Servicer Collection Agent receives any Collections, the Debtor, AmeriCredit, AMTN AFC III or the ServicerCollection Agent, as applicable, shall immediately, but in any event within two (2) Business Days of receipt, remit (and shall cause AmeriCredit and AMTN AFC III to remit) such Collections to the Collection Account.