Common use of Distributions Clause in Contracts

Distributions. (a) On each Distribution Date, the 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 therefor, 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, 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, any amounts paid by Obligors during the 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 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 and indemnities have not been previously paid by Exeter and, in the case 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 (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 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 Intercreditor Lockbox Processor, the Trustee, the Trust Collateral 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, Trustee and (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, the Asset Representations ReviewerTrust Collateral Agent, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Fundson a pro rata basis, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Fundson a pro rata basis, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount 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 amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and provided, however, that, (viiA) following an acceleration of the Notes pursuant to the Class E Noteholders in reduction Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b) or 5.1(d) of the remaining principal amount 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 pursuant to Section 5.6(a) of the Class E Notes, until the outstanding principal amount thereof has been reduced to zeroIndenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 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 therefor, 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, 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, any amounts paid by Obligors during the 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 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 and indemnities have not been previously paid by Exeter and, in the case 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 (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, Reviewer and (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and Bank, (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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, 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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 for distribution as provided in paragraph (b) below, the Total Available Funds, Noteholders’ Principal Distributable Amount; (xix) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal amount balance of the Class B A-4 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal amount balance of the Class C B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D C Noteholders in reduction of the remaining principal amount balance of the Class D C Notes, until the outstanding principal amount balance thereof has been reduced to zero; and (vii) to the Class E D Noteholders in reduction of the remaining principal amount balance of the Class E D Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Fundson a pro rata basis, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixx) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxi) from the Total Available Fundson a pro rata basis, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee Trust Collateral Agent will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xiiv) and (xvvii) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (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 Indenture Trustee 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), (xvi), (xvii) and (xixx) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount 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 amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero;; and (vvi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and provided, however, that, (viiA) following an acceleration of the Notes pursuant to the Class E Noteholders in reduction Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b) or 5.1(d) of the remaining principal amount 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 pursuant to Section 5.6(a) of the Class E Notes, until the outstanding principal amount thereof has been reduced to zeroIndenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount 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 amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and provided, however, that, (viiA) following an acceleration of the Notes pursuant to the Class E Noteholders in reduction Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b) or 5.1(d) of the remaining principal amount 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 pursuant to Section 5.6(a) of the Class E Notes, until the outstanding principal amount thereof has been reduced to zeroIndenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 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 thereforreimbursed 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 5.34.2(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; to Exeter, any amounts paid by Obligors during the 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 aggregate4.8; (iiiv) fourth, 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 Intercreditor Agent and the Owner Trustee, pro rata based Distribution Amount then remaining on amounts due, their respective accrued and unpaid fees, expenses and indemnities (in each case, to the extent such fees, expenses and indemnities have not been previously paid by Exeter and, deposit in the case 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 (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available FundsCollection Account, to the Note Distribution Account for further distribution Account, an amount equal to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixv) fifth, from the Total Available FundsDistribution Amount then remaining on deposit in the Collection Account, to the Note Distribution Account Account, an amount equal to the Noteholders' Principal Distributable Amount for further distribution as provided in paragraph (b) below, the Principal Payment Amountsuch Distribution Date; (xxvi) sixth, from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based Distribution Amount then remaining 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 deposit in the Collection Account, to the Indenture Trustee 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 AFL is also obligated to pay such amounts, such amounts representing a portion 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. Notwithstanding the foregoing, if Credit Enhancement Fee otherwise payable 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 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), (xvi), (xvii) and (xix) of paragraph (a) above on that Distribution Date in the listed order of priority: (i) a subordinated basis to the Class A-1 Noteholders in reduction of the remaining principal amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zeroSeller; and (vii) seventh, any remaining Available Funds to the Class E Noteholders Collateral Agent for deposit in reduction the Spread Account, such amounts representing a portion of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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) Credit Enhancement Fee payable 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 subordinated basis to the Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 Indenture Trustee for any out-of-pocket expenses (including legal fees and expenses) incurredSeller. (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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, (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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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, Receivables and (45) 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 Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent, 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 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 200,000 in the aggregate in any calendar year to the Lockbox Bank Bank, the Lockbox Processor, the Trust Collateral Agent, the Backup Servicer and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including Owner Trustee, the Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations ReviewerServicer, the Lockbox Bank, the Intercreditor Agent, Lockbox Processor and the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 Indenture Trustee 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. 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 Indenture Trustee 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (dc). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefortherefore, 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, 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 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 Intercreditor Lockbox Processor, the Trustee, the Trust Collateral 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, Trustee and (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, the Asset Representations ReviewerTrust Collateral Agent, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 Indenture Trustee 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount 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 amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal amount balance of the Class B A-4 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal amount balance of the Class C B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D C Noteholders in reduction of the remaining principal amount balance of the Class D C Notes, until the outstanding principal amount balance thereof has been reduced to zero; and (vii) to the Class E D Noteholders in reduction of the remaining principal amount balance of the Class E D Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero;; and (vivii) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and provided, however, that, (viiA) following an acceleration of the Notes pursuant to the Class E Noteholders in reduction Indenture, (B) the occurrence of an Event of Default pursuant to Sections 5.1(a), 5.1(b) or 5.1(d) of the remaining principal amount 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 pursuant to Section 5.6(a) of the Class E Notes, until the outstanding principal amount thereof has been reduced to zeroIndenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount 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 amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal amount balance of the Class B A-4 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal amount balance of the Class C B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D C Noteholders in reduction of the remaining principal amount balance of the Class D C Notes, until the outstanding principal amount balance thereof has been reduced to zero; and (vii) to the Class E D Noteholders in reduction of the remaining principal amount balance of the Class E D Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 U.S. Noteholder), the Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 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 therefor, 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, 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, any amounts paid by Obligors during the 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 Intercreditor 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 and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (uv) $100,000 in the aggregate in any calendar year to the Owner Trustee, (vw) $25,000 in the aggregate in any calendar year to the Custodian, (wx) $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), (xy) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer, Reviewer and (yz) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentBank); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 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 (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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 5.35.3 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Lockbox Bank, the Lockbox Processor, the Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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, 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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 for distribution as provided in paragraph (b) below, the Total Available Funds, Noteholders’ Principal Distributable Amount; (xix) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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. 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 (xixxviii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 No later than 11:00 a.m. New York time on each Distribution Date, the Indenture Trustee Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s '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 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 therefor, 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, 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; to Exeter, any amounts paid by Obligors during the 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 TrusteeLockbox Banks, 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 Intercreditor Agent Trustee and the Owner Trustee, pro rata based on amounts due, 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 and indemnities fees have not been previously paid by Exeter and, in the case 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, Servicer and provided that such fees, expenses and indemnities payable fees shall not exceed (u) $100,000 300,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agentyear); (iii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesAccount, the Noteholders’ ' Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class A Noteholders' Principal Parity Distributable Amount plus, on the Mandatory Redemption Date, the Note Prepayment Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) belowInsurer, 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the Class B Noteholders, 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, 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 respect of the Accelerated Payment Amount Shortfall, to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class B Noteholders' Accelerated Principal Parity Amount;; and (viii) from the Total Available Funds, any remaining Available Funds to the Collateral Agent for deposit in the Spread Account; provided, however, that, (A) following an acceleration of the Notes or, (B) 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(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 for further distribution as provided in paragraph (bincluding any such Insolvency Proceeds) belowshall be paid to the Noteholders, any Matured Principal Shortfall on account pursuant to Section 5.6 of the Class B Notes;Indenture. (ixc) from the Total Available Funds, to the Note On each Insured Distribution Account for further distribution to the Class C NoteholdersDate, the Noteholders’ Interest Distributable Amount for Trust Collateral Agent shall (based solely on 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining information contained in the Collection Account. On any Distribution Date Servicer's Certificate delivered with respect to which no Servicer’s Certificate was deliveredthe related Determination Date, to unless the extent there are Available 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 Indenture Trustee will make payments Note Distribution Account any excess of the Noteholders’ Interest Distributable Amounts described Scheduled Payments (as defined in (iii), (vi), (ix), (xiithe Note Policy) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if due on any such Insured Distribution Date over the distribution priorities set forth in Section 5.6(a) or Section 5.6(b) amount of the Indenture are applicable then all distributions of Total 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 such Distribution Date will be made in accordance with such applicable section of the Indenture rather than Notes in accordance with the priorities set forth abovein Section 5.8(a). (b) On each Distribution Date, the 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (cd) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 and the related Insured 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, (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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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, Receivables and (45) 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 Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent, 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 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 200,000 in the aggregate in any calendar year to the Lockbox Bank Bank, the Lockbox Processor, the Trust Collateral Agent, the Backup Servicer and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including Owner Trustee, the Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations ReviewerServicer, the Lockbox Bank, the Intercreditor Agent, Lockbox Processor and the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 Indenture Trustee 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. 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, (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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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, Receivables and (45) 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 Indenture Lockbox Banks, the Trustee, the Trust Collateral Agent, 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 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 200,000 in the aggregate in any calendar year to the Lockbox Bank Banks, the Trust Collateral Agent, the Backup Servicer and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iiiiv) from the Total Available Funds, to the Note Distribution Account for further distribution pari passu (a) to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari 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, 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; (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 Noteholders’ Principal Parity Distributable 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxv) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxvi) 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 Backup Servicer (including Owner Trustee, the Trust Collateral Agent, the Backup Servicer in its capacity as and the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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; (xxixix) 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 Certificateholders 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 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) 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, Date the Indenture Trustee 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), (xvi), (xviixiii) and (xixxv) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and provided, however, that, (viiA) following an acceleration of the Notes pursuant to the Class E Noteholders in reduction 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 remaining principal amount 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 Class E Notes, until the outstanding principal amount thereof has been reduced to zeroIndenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent may in its sole discretion withhold such amounts in accordance with this clause (dc). In the event that a Holding Trust Certificateholder or a Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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) [Reserved]. (b) On each Distribution Date, the Indenture Trustee 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 therefor, 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, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 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, any amounts paid by Obligors during the 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 (or, if the Designated Backup Subservicer shall be appointed successor servicer or subservicer to the Servicer), transition fees not to exceed $200,000 500,000 (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed)Servicer, the CustodianDesignated Backup Subservicer, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Custodian and the Owner Trustee, pro rata based on amounts due, 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 and indemnities have not been previously paid by Exeter and, in the case 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, Servicer and provided that such fees, fees and expenses and indemnities payable shall not exceed (uw) $100,000 in the aggregate in any calendar year to the Owner Trustee, (vx) $25,000 175,000 in the aggregate in any calendar year to the CustodianTrust Collateral Agent, the Backup Servicer, the Custodian and the Trustee, collectively and (wy) $100,000 75,000 in the aggregate in any calendar year to the Indenture Trustee and the Designated 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentSubservicer); (iii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesAccount, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class A Noteholders’ First Principal Parity Distributable Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the amount therein to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution DateSpread Account Initial Deposit; (vii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class B Noteholders’ Second Principal Parity Distributable Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the amount therein to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution DateRequisite Amount; (x) from the Total Available Funds, to each of the Note Distribution Account for further distribution as provided in paragraph (b) belowTrustee, the Class C Principal Parity Amount; Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Owner Trustee, their respective accrued and unpaid fees and expenses and any accrued and unpaid fees and expenses of the Trust Collateral Agent (xi) from the Total Available Fundsin each case, 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, extent such fees or expenses have not been previously paid pursuant 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 any additional fees of a successor servicer; (xi) to the Class A-3 Notes, additional amounts as described in Section 10.1 herein; and (xxixii) from the Total Available Funds, any remaining Available Funds to the Certificate Distribution Account Collateral Agent for distribution deposit in the Spread Account; provided, however, that, (A) following an acceleration of the Notes pursuant to the Certificateholders in accordance with the Trust AgreementIndenture or, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect (B) if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iiiSection 5.1(i), (vi5.1(ii), (ix5.1(iv), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a5.1(v) or Section 5.6(b5.1(vi) of the Indenture are applicable then all distributions shall have occurred and be continuing, or (C) the receipt of Total Available Funds on Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Distribution Date will Insolvency Proceeds) shall be made in accordance with such applicable section paid to the Noteholders, pursuant to Section 5.6 of the Indenture rather than 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 abovein 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. (b) On each Distribution Date, the 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (cd) In the event that the Collection Account is maintained not able to be held with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Unless the Notes have been accelerated pursuant to Section 5.2 of the Indenture, on each Distribution Payment Date, the Indenture Trustee shall Paying Agent (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 thereforReserve 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 Indenture Trustee, the Owner Trustee, the Backup Servicer, (1) the Base Servicing Fee for Certificate Registrar, the related Collection PeriodPaying Agent and the Calculation Agent, (2) any Supplemental Servicing Fees for the related Collection Periodaccrued and unpaid fees, (3) any reasonable expenses and indemnification amounts specified in Section 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 previously paid by the Servicer; provided , that, prior to Exeterthe occurrence of an Event of Default of the type described in clauses (a), any (b) or (e) of Section 5.1 of the Indenture, such expenses and indemnification amounts paid by Obligors during the related Collection Period that did payable pursuant to this clause first may not relate to exceed, (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 case of the Indenture Trustee, the Backup Servicer Servicer, the Certificate Registrar, the Paying Agent and the Calculation Agent, in the aggregate, $200,000 per annum, (including y) in the case of the Owner Trustee $150,000 per annum and (z) notwithstanding sub - clause (x), in the case of costs and expenses owed to the Backup Servicer in its capacity as during the successor Servicer if so appointed)Centralization Period, the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee$75,000; (2) second , pro rata based on amounts due, their respective (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 indemnities indemnification amounts (in each case, to the extent including any such fees, expenses and indemnities have indemnification amounts not been previously paid by Exeter and, in the case of any such amounts payable paid) and (B) to the Lockbox Bank or the Intercreditor AgentBackup Servicer, as applicableServicing Transition Costs, to the extent such amounts are allocable not previously paid in full when due and payable by the Initial Servicer pursuant to the IssuerBackup Servicing Agreement, and provided , that such fees, expenses and indemnities Servicing Transition Costs payable shall pursuant to this clause second may not exceed $150,000; (u3) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Fundsthird , to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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 Noteholders 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’ Accrued Class A Note Interest Distributable Amount due and accrued for the Class B Notes for such Distribution Date; related Interest Period; (vii4) from the Total Available Fundsfourth , 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders in accordance with Noteholders pursuant to Section 8.2(b) of the Trust AgreementIndenture, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect to which no Servicer’s Certificate was deliveredFirst Allocation of Principal, if any; (5) fifth , to the extent there are Available Funds in the Collection Account, the 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; Accrued Class B Note Interest due and accrued for the related Interest Period; (v6) sixth , for distribution to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 Indenture Trustee shall not be liable for any interest thereon. (g) Notwithstanding Section 5.7(a), the Servicer shallSecond Allocation of Principal, 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.if any;

Distributions. (a) On each Distribution Date, the 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 thereforSection 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, 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; to Exeter, any amounts paid by Obligors during the 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 aggregate4.8; (ii) second, from the Total Available FundsDistribution Amount then remaining on deposit in the Collection Account, to each the Owner Trustee, any accrued and unpaid fees 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, any accrued and unpaid fees of the Indenture Trustee in accordance with the Indenture; to any Lockbox Bank, Custodian, Backup Servicer Servicer, Collateral Agent, Indenture Collateral Agent or Administrator (including the Backup Servicer Owner Trustee or Indenture Trustee if acting in its capacity as the successor Servicer if so appointedany such additional capacity), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent and the Owner Trustee, pro rata based on amounts due, their respective any accrued and unpaid fees, expenses and indemnities fees (in each case, to the extent such feesPerson has not previously received such amount from the Servicer or AFL), to the Backup Servicer, any transition expenses and indemnities have (not been previously paid by Exeter andto exceed $100,000) in accordance with Section 8.3; PROVIDED, HOWEVER, in the case of any such amounts payable event that the rating assigned by Standard & Poor's to the Lockbox Bank or claims-paying ability of the Intercreditor AgentSecurity Insurer is not AAA, as applicable, to the extent such amounts are allocable to the Issuer, accrued and provided that such fees, expenses and indemnities payable shall not exceed (u) $100,000 in the aggregate in any calendar year to unpaid fees of the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Servicer, the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Collateral Agent, the Owner Trustee Indenture Collateral Agent and any successor Servicer, pro rata based on amounts due the Administrator shall be distributed pursuant 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 Indenture Trustee shall apply or cause to be applied the aggregate of the amounts described in this clause (iv), (v), (vii), (viii), (x), (xi), (xiii), (xiv), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount 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 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 amount 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 amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, the Servicer shall instruct and cause such institution to make all deposits and distributions be distributed 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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.clause

Distributions. (a) [Reserved]. (b) On each Distribution Date, the Indenture Trustee 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 therefor, 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, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 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, any amounts paid by Obligors during the 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 (or, if the Designated Backup Subservicer shall be appointed successor servicer or subservicer to the Servicer, to such Person), transition fees not to exceed $200,000 [500,000] (including boarding fees) in the aggregate; (ii) from the Total Available Funds, to each of the Indenture Trustee, the Backup Servicer (including Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed)Servicer, the CustodianDesignated Backup Subservicer, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Custodian and the Owner Trustee, pro rata based on amounts due, 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 and indemnities have not been previously paid by Exeter and, in the case 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, Servicer and provided that such fees, fees and expenses and indemnities payable shall not exceed (uw) $100,000 [100,000] in the aggregate in any calendar year to the Owner Trustee, (vx) $25,000 [175,000] in the aggregate in any calendar year to the CustodianTrust Collateral Agent, the Backup Servicer, the Custodian and the Trustee, collectively and (wy) $100,000 [75,000] in the aggregate in any calendar year to the Indenture Trustee and the Designated 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentSubservicer); (iii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesAccount, the Noteholders’ Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class A Noteholders’ First Principal Parity Distributable Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the amount therein to the Class B Noteholders, the Noteholders’ Interest Distributable Amount for the Class B Notes for such Distribution DateSpread Account Initial Deposit; (vii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class B Noteholders’ Second Principal Parity Distributable Amount; (viii) from the Total Available Funds, to the Note Distribution Account for further distribution 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the amount therein to the Class C Noteholders, the Noteholders’ Interest Distributable Amount for the Class C Notes for such Distribution DateRequisite Amount; (x) from the Total Available Funds, to each of the Note Distribution Account for further distribution as provided in paragraph (b) belowServicer, the Class C Principal Parity Amount; Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer and the Owner Trustee, their respective accrued and unpaid fees and expenses and any accrued and unpaid fees and expenses of the Trust Collateral Agent (xi) from the Total Available Fundsin each case, 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, extent such fees or expenses have not been previously paid pursuant 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 any additional fees of a successor servicer; (xi) to the Class A-3 Notes, additional amounts as described in Section 10.1 herein; and (xxixii) from the Total Available Funds, any remaining Available Funds to the Certificate Distribution Account Collateral Agent for distribution deposit in the Spread Account; provided, however, that, (A) following an acceleration of the Notes pursuant to the Certificateholders in accordance with the Trust AgreementIndenture or, the aggregate amount remaining in the Collection Account. On any Distribution Date with respect (B) if an Insurer Default shall have occurred and be continuing and an Event of Default pursuant to which no Servicer’s Certificate was delivered, to the extent there are Available Funds in the Collection Account, the Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iiiSection 5.1(i), (vi5.1(ii), (ix5.1(iv), (xii) and (xv) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv) and (xvii) above. Notwithstanding the foregoing, if on any Distribution Date the distribution priorities set forth in Section 5.6(a5.1(v) or Section 5.6(b5.1(vi) of the Indenture are applicable then all distributions shall have occurred and be continuing, or (C) the receipt of Total Available Funds on Insolvency Proceeds pursuant to Section 10.1(b), amounts deposited in the Note Distribution Account (including any such Distribution Date will Insolvency Proceeds) shall be made in accordance with such applicable section paid to the Noteholders, pursuant to Section 5.6 of the Indenture rather than 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 abovein 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. (b) On each Distribution Date, the 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (cd) In the event that the Collection Account is maintained not able to be held with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 No later than 11:00 a.m. New York time on each Distribution Date, the Indenture Trustee Trust Collateral Agent shall (based solely on the information contained in the Preliminary Servicer’s '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 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 therefor, 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, 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; to Exeter, any amounts paid by Obligors during the 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 TrusteeLockbox Banks, 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 Intercreditor Agent Trustee and the Owner Trustee, pro rata based on amounts due, 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 and indemnities fees have not been previously paid by Exeter and, in the case 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, Servicer and provided that such fees, expenses and indemnities payable fees shall not exceed (u) $100,000 300,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agentyear); (iii) from the Total Available Funds, Funds to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 NotesAccount, the Noteholders’ ' Interest Distributable Amount for the Class A Notes for such Distribution DateAmount; (iv) from the Total Available Funds, Funds to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class A Noteholders' Principal Parity Distributable Amount plus, on the Mandatory Redemption Date, the Note Prepayment Amount; (v) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) belowInsurer, 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 Note Distribution Account for further distribution Spread Account, an amount, if necessary, required to increase the Class B Noteholders, 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, 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 respect of the Accelerated Payment Amount Shortfall, to the Note Distribution Account for further distribution as provided in paragraph (b) belowAccount, the Class B Noteholders' Accelerated Principal Parity Amount;; and (viii) from the Total Available Funds, any remaining Available Funds to the Collateral Agent for deposit in the Spread Account; provided, however, that, (A) following an acceleration of the Notes or, (B) 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(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 for further distribution as provided in paragraph (bincluding any such Insolvency Proceeds) belowshall be paid to the Noteholders, any Matured Principal Shortfall on account pursuant to Section 5.6 of the Class B Notes;Indenture. (ixc) from the Total Available Funds, to the Note On each Insured Distribution Account for further distribution to the Class C NoteholdersDate, the Noteholders’ Interest Distributable Amount for Trust Collateral Agent shall (based solely on 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders in accordance with the Trust Agreement, the aggregate amount remaining information contained in the Collection Account. On any Distribution Date Servicer's Certificate delivered with respect to which no Servicer’s Certificate was deliveredthe related Determination Date, to unless the extent there are Available 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 Indenture Trustee will make payments of Note Distribution Account 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. Notwithstanding the foregoingNote 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 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 Notes in accordance with the priorities set forth abovein Section 5.8(a). (b) On each Distribution Date, the 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (cd) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 and the related Insured 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 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 Intercreditor Lockbox Processor, the Trustee, the Trust Collateral 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, Trustee and (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, the Asset Representations ReviewerTrust Collateral Agent, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 Indenture Trustee 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire ▇▇▇▇▇▇▇▇▇ appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 DateDeclare or make, the Indenture Trustee 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 therefor, 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, 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, any amounts paid by Obligors during the related Collection Period Subsidiary 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 (4is a Borrower) to any successor Servicer, transition fees not to exceed $200,000 (including boarding fees) in the aggregatesuch Borrower; (ii) from the Total Available Funds, to each Distributions paid solely in Securities of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in a Borrower or any of its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the 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 and indemnities have not been previously paid by Exeter and, in the case 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 (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent)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 Funds, to time of or would be caused by the Note Distribution Account for further distribution to making of such Distributions and the Class A Noteholders, pro rata based on the aggregate cash amount of interest due to all such Distributions by all Borrowers, measured at the Class A-1 Notestime when made, the Class A-2 Notes and the Class A-3 Notes, 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 Note Distribution Account business of Borrowers and Borrowers’ Subsidiaries; provided that Ultimate Parent applies the amount of such Distributions for further distribution as provided in paragraph (b) below, the Class A Principal Parity Amountsuch purpose at such time; (v) from until the Total Available Fundsconsummation, if ever, of the Neenah Full Reorganization, Distributions by Borrowers to the Note Distribution Account for further distribution as provided in paragraph 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 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 Indenture Trustee 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. 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture Trustee, 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 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which may be standing instructions). Notwithstanding the foregoing, the final distribution in respect date of any Note such Distribution (whether giving effect to such Distribution and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the Final Scheduled date of any such Distribution, after giving effect to such 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 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 Indenture Trustee shall consummation of any transactions occurring in connection therewith, is not be liable for any interest thereonless than $25,000,000. (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 Indenture Trustee 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 therefor, 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, 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Fundson a pro rata basis, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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 for distribution as provided in paragraph (b) below, the Total Available Funds, Noteholders’ Principal Distributable Amount; (xix) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Fundson a pro rata basis, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount 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 amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 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 Intercreditor Lockbox Processor, the Trustee, the Trust Collateral 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, Trustee and (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, the Asset Representations ReviewerTrust Collateral Agent, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 Indenture Trustee 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 Notes; 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, pro rata based on the principal balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent shall not be liable for any interest thereon. (g) Notwithstanding the foregoing, if the Servicer’s Certificate delivered with respect to the Distribution Date occurring in December 2014 indicates that there are sufficient Total Available Funds for such Distribution Date to cause any amounts that are due and payable on the Class A-1 Notes pursuant to (iii), (iv) or (v) of Section 5.7(a)) above on such Distribution Date to be paid from Total Available Funds on that Distribution Date, then the Servicer shall, in Trust Collateral Agent shall distribute that portion of 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 Total Available Funds to the Lockbox Bank pursuant Class A-1 Noteholders on the Special Distribution Date and such amounts so paid to the Class A-1 Noteholders will be deemed to have been paid to such Section, to Noteholders on the extent that such amounts were withdrawn directly by the Lockbox Bank from funds on deposit in a bank account of Exeter Finance LLCDecember 2014 Distribution Date for all purposes hereunder.

Distributions. (a) [No later than . . New York time on the Distribution Date that is the Mandatory Redemption Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered on the related Determination Date) cause to be transferred and distributed [to the Note Distribution Account, the Prepayment Amount (as defined in Section 5.11(c)) in the amounts set forth in the Servicer’s Certificate for such Distribution Date]/[from the Revolving Account to the Collection Account, in immediately available funds, the Revolving Account Amount][during the Pre-Funding period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date.] (b) On each Distribution Date, the Indenture Trustee 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 therefor, and in the following order of priority: (i) from [to the Total Available FundsHedge Provider, net payments, if any, due to it under the Hedge Agreement;] (ii) to the Servicer, (1) the Base Servicing Fee [(including the amount of any Nonrecoverable Advances)] for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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; (iiiii) from the Total Available Fundson a pro rata basis, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 $ in the aggregate in any calendar year to the Owner Trustee, (vy) $25,000 $ in the aggregate in any calendar year to the Custodian, Trust Collateral Agent and the Trustee and (wz) $100,000 in $ [each calendar month]/[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 year] to the Asset Representations Reviewer, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iiiiv) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notespari passu, the Class A-2 Notes and the Class A-3 Notes, [(A)] the Noteholders’ Interest Distributable Amount Amount, pari passu, 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 the termination of the Hedge Agreement]; (ivv) from [after the Total Available FundsRevolving Period,] to the Note Distribution Account, for distribution as provided in paragraph [(c)] below, the First Priority Principal Distribution Amount; (vi) 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 [after the Total Available FundsRevolving Period,] to the Note Distribution Account, for distribution as provided in paragraph [(c)] below, the Second Priority Principal Distribution Amount; (viii) 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; (ix) [after the Revolving Period,] to the Note Distribution Account, for distribution as provided in paragraph [(c)] below, the Third Priority Principal Distribution Amount; (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; (xiiixi) from [after the Total Available FundsRevolving Period,] to the Note Distribution Account, for distribution as provided in paragraph [(c)] below, the Fourth Priority Principal Distribution Amount; (xii) [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;] (xvixiii) from [[after the Total Available Funds, Revolving Period,] to the Note Distribution Account Account, for further distribution as provided in paragraph [(b) c)] below, the Class E Fifth Priority Principal Parity Distribution Amount;] (xviixiv) from [as long as the Total Available FundsRevolving Period has not terminated, to the Note Distribution Revolving Account for further distribution as provided in paragraph (b) below, any Matured Principal Shortfall on account an amount equal to the sum of the Class E NotesFirst Priority Principal Distribution Amount, Second Priority Principal Distribution Amount, Third Priority Principal Distribution Amount[, and] Fourth Priority Principal Distribution Amount [and Fifth Priority Principal Distribution Amount] for the Collection Period;] (xviiixv) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxvi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxvii) from [[after the Total Available FundsRevolving Period,] to the Note Distribution Account, to make a payment of principal to the Class E Noteholders to reduce the note principal balance to the Targeted Class E Note Principal Balance, or if the Class E Notes are no longer outstanding,] on a pro rata basis, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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; (xviii) above; [to the Hedge Provider, any unpaid Hedge Termination Payments;] and (xxixix) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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) 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 ix)] above. (bc) [On each Distribution Date, the Indenture Trustee 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’ 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), (xvi), (xvii) and (xix) xii)] 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 A-2[-A] Noteholders in reduction of the remaining principal amount of the Class A-2 A-2[-A] Notes, until the outstanding principal amount 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 amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class A-4 Noteholders in reduction of the remaining principal amount of the Class A-4 Notes, until the Outstanding Amount thereof has been reduced to zero; (v) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vvi) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vivii) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (viiviii) [to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b) or 5.1(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, pursuant to Section 5.6[(a)] of the Indenture. (cd) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust Collateral Agent, the Servicer shall instruct and cause such institution to make all deposits and distributions pursuant to Sections 5.7(a) 5.7[(a)] and 5.7(b) 5.7[(b)] on the related Distribution Date. (de) 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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, 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Fundson a pro rata basis, to each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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 for distribution as provided in paragraph (b) below, the Total Available Funds, Noteholders’ Principal Distributable Amount; (xix) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Fundson a pro rata basis, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 A-2-A Noteholders in reduction of the remaining principal amount of the Class A-2 A-2-A Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof Outstanding Amount there of has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefor, 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 5.35.3 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; , to Exeter, pay to GM Financial any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trust Collateral Agent and the Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Account, for further distribution as provided in paragraph (b) below, the Class A First Priority Principal Parity Distribution 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; (viivi) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class B Second Priority Principal Parity Distribution Amount; (viiivii) 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; (xviii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class C Third Priority Principal Parity Distribution Amount; (xiix) 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; (xiiix) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Class D Fourth Priority Principal Parity Distribution Amount; (xivxi) 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxii) from the Total Available Funds, to the Note Distribution Account Account, for further distribution as provided in paragraph (b) below, the Noteholders’ Principal Payment Distributable Amount; (xxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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 (xviiix) 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 Indenture Trustee 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), (xvi), (xvii) and (xixxii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 A-2-A Noteholders in reduction of the remaining principal amount balance of the Class A-2 A-2-A Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B A-4 Noteholders in reduction of the remaining principal amount balance of the Class B A-4 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C B Noteholders in reduction of the remaining principal amount balance of the Class C B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D C Noteholders in reduction of the remaining principal amount balance of the Class D C Notes, until the outstanding principal amount balance thereof has been reduced to zero; and (vii) to the Class E D Noteholders in reduction of the remaining principal amount balance of the Class E D Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 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 therefor, 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, 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, any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Servicer, the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor 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 and indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerExeter, and provided that such fees, expenses and indemnities payable shall not exceed (uw) $100,000 in the aggregate in any calendar year to the Owner Trustee, (vx) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 125,000 in the aggregate in any calendar year to the Indenture Trustee Trustee, the Lockbox Bank and the Backup Servicer and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve AccountNote Distribution Account for further distribution to the Class F Noteholders, the Reserve Account Deposit Noteholders’ Interest Distributable Amount for the Class F Notes for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Class F Principal Parity Amount; (xx) 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 F Notes; (xxi) from the Total Available Funds, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xxii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xxxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Servicer, the Custodian, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and 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 (xxixxiv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 Indenture Trustee will make payments of the Noteholders’ Interest Distributable Amounts described in (iii), (vi), (ix), (xii), (xv) and (xvxviii) above as well as any Matured Principal Shortfalls described in (v), (viii), (xi), (xiv), (xvii) and (xviixx) 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 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), (xvi), (xvii), (xix), (xx) and (xixxxii) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero; and (viii) to the Class F Noteholders in reduction of the remaining principal amount of the Class F Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 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 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 Indenture Trustee 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 therefortherefore, 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, 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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 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 Intercreditor Lockbox Processor, the Trustee, the Trust Collateral 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, Trustee and (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Lockbox Bank, the Lockbox Processor, the Trust Collateral Agent 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, the Asset Representations ReviewerTrust Collateral Agent, the Lockbox Bank, Bank and the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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) [No later than . . New York time on the Distribution Date that is the Mandatory Redemption Date, the Trust Collateral Agent shall (based solely on the information contained in the Servicer’s Certificate delivered on the related Determination Date) cause to be transferred and distributed [to the Note Distribution Account, the Prepayment Amount (as defined in Section 5.11(c)) in the amounts set forth in the Servicer’s Certificate for such Distribution Date]/[from the Revolving Account to the Collection Account, in immediately available funds, the Revolving Account Amount][during the Pre-Funding period, from the Capitalized Interest Account to the Collection Account, in immediately available funds, the Monthly Capitalized Interest Amount for such Distribution Date.] (b) On each Distribution Date, the Indenture Trustee 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 therefor, and in the following order of priority: (i) from [to the Total Available FundsHedge Provider, net payments, if any, due to it under the Hedge Agreement;] (ii) to the Servicer, (1) the Base Servicing Fee [(including the amount of any Nonrecoverable Advances)] for the related Collection Period, (2) any Supplemental Servicing Fees for the related Collection Period, (3) any amounts specified in Section 5.35.3 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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; (iiiii) 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 CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 $ in the aggregate in any calendar year to the Owner Trustee, (vy) $25,000 $ in the aggregate in any calendar year to the Custodian, Trust Collateral Agent and the Trustee) and (wz) $100,000 in $ [each calendar month]/[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 year] to the Asset Representations Reviewer, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iiiiv) from the Total Available Funds[pari passu, to the Note Distribution Account for further distribution (A)] to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari 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 the termination of the Hedge Agreement]; (ivv) from [after the Total Available Funds, to the Note Distribution Account Revolving Period,] 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 [after the Total Available Funds, to the Note Distribution Account Revolving Period,] 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 [after the Total Available Funds, to the Note Distribution Account Revolving Period,] 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 [after the Total Available Funds, to the Note Distribution Account Revolving Period,] 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 Notes, if any, for such Distribution Date; (xvixvii) from [after the Total Available Funds, to the Note Distribution Account Revolving Period,] 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; (xviiixix) from [after the Total Available FundsRevolving Period,] for distribution as provided in paragraph (b) below, the Noteholders’ Principal Distributable Amount; (xx) [as long as the Revolving Period has not terminated, to the Revolving Account an amount equal to the sum of the Class A Principal Parity Amount, the Class B Principal Parity Amount, the Class C Principal Parity Amount [, and] the Class D Principal Priority Amount [and Class E Principal Priority Amount] for the Collection Period;] (xxi) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxxii) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxiii) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and 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; ; (xxiv) [to the Hedge Provider, any unpaid Hedge Termination Payments;] and (xxixxv) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders Certificateholder[s] 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 Indenture Trustee 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. 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 xvii above. (bc) [On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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, pursuant to Section 5.6[(a)] of the Indenture. (cd) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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. (de) 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 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 therefor, 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, 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, any amounts paid by Obligors during the 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 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 and indemnities have not been previously paid by Exeter ▇▇▇▇▇▇ and, in the case 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 (u) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 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 therefor, 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, 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, any amounts paid by Obligors during the 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 Intercreditor 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 and indemnities have not been previously paid by Exeter and, in the case 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 (uv) $100,000 in the aggregate in any calendar year to the Owner Trustee, (vw) $25,000 in the aggregate in any calendar year to the Custodian, (wx) $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), (xy) $50,000 in the aggregate in any calendar year to the Asset Representations Reviewer, Reviewer and (yz) $50,000 in the aggregate in any calendar year to the Lockbox Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentBank); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro 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, to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xix) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Principal Payment Amount; (xx) from the Total Available Funds, to pay 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 Intercreditor Agent, the Owner Trustee and 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 (xxi) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 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) 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 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), (xvi), (xvii) and (xix) 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 amount of the Class A-1 Notes, until the outstanding principal amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount thereof has been reduced to zero; and (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount thereof has been reduced to zero. (c) In the event that the Collection Account is maintained with an institution other than the Indenture 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 Holding Trust Certificateholder or Noteholder, as applicable, in accordance with this Section. The 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 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 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 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 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 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, (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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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, Receivables and (45) 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 Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent, 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 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 200,000 in the aggregate in any calendar year to the Lockbox Bank Bank, the Lockbox Processor, the Trust Collateral Agent, the Backup Servicer and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including Owner Trustee, the Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations ReviewerServicer, the Lockbox Bank, the Intercreditor Agent, Lockbox Processor and the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 Indenture Trustee 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire Registrar appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 therefor, 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, 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; , to Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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 Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed), the CustodianTrust Collateral Agent, the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent Reviewer 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $25,000 in the aggregate in any calendar year to the Custodian, (wy) $100,000 in the aggregate in any calendar year to the Indenture Trustee Trust Collateral Agent and the Backup Servicer Trustee) and (including the Backup Servicer in its capacity as the successor Servicer if so appointed), (xz) $50,000 200,000 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 Bank and (z) $25,000 in the aggregate in any calendar year to the Intercreditor Agent); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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 Notes, if any, 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 for distribution as provided in paragraph (b) below, the Total Available Funds, Noteholders’ Principal Distributable Amount; (xix) to the Reserve Account, the Reserve Account Deposit Amount for such Distribution Date; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed)Owner Trustee, the Custodian, Trust Collateral Agent and the Asset Representations Reviewer, the Lockbox Bank, the Intercreditor Agent, the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the Certificateholders 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 Indenture Trustee 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. 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 xvii above. (b) On each Distribution Date, the Indenture Trustee 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 (xixxviii) 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 amount of the Class A-1 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount of the Class A-2 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount of the Class A-3 Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount of the Class B Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount of the Class C Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount of the Class D Notes, until the outstanding principal amount Outstanding Amount thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount of the Class E Notes, until the outstanding principal amount 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 Sections 5.1(a), 5.1(b), 5.1(d) or 5.1(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 pursuant to Section 5.6(a) of the Indenture. (c) In the event that the Collection Account is maintained with an institution other than the Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The 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 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 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 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 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 Indenture Trustee 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 by wire transfer, in immediately available funds to the account of such Noteholder at a bank or other depository institution having appropriate wire transfer facilities, provided that the Noteholder has furnished the Note Paying Agent with wire instructions no later than seven (7) days prior to the related Distribution Date (which 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 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 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 Indenture Trustee 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 therefortherefore, 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, (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 Exeter, pay to AmeriCredit any amounts paid by Obligors during the related Collection Period 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, Receivables and (45) 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 Lockbox Bank, the Lockbox Processor, the Trustee, the Trust Collateral Agent, 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 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 and or indemnities have not been previously paid by Exeter and, in the case of any such amounts payable to the Lockbox Bank or the Intercreditor Agent, as applicable, to the extent such amounts are allocable to the IssuerServicer, and provided that such fees, expenses and indemnities payable shall not exceed (ux) $100,000 in the aggregate in any calendar year to the Owner Trustee, (v) $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, (y) $50,000 200,000 in the aggregate in any calendar year to the Lockbox Bank Bank, the Lockbox Processor, the Trust Collateral Agent, the Backup Servicer and (z) $25,000 in the aggregate in any calendar year to the Intercreditor AgentTrustee); (iii) from the Total Available Funds, to the Note Distribution Account for further distribution to the Class A Noteholders, pro rata based on the amount of interest due to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notespari passu, 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; (xixxx) from the Total Available Funds, to the Note Distribution Account for further distribution as provided in paragraph (b) below, the Accelerated Principal Payment Amount; (xxxxi) from the Total Available Funds, to pay each of the Indenture Trustee, the Backup Servicer (including Owner Trustee, the Trust Collateral Agent, the Backup Servicer in its capacity as the successor Servicer if so appointed), the Custodian, the Asset Representations ReviewerServicer, the Lockbox Bank, the Intercreditor Agent, Lockbox Processor and the Owner Trustee and any successor Servicer, pro rata based on amounts due to each such party, 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 (xxixxii) from the Total Available Funds, to the Certificate Distribution Account for distribution to the 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 Indenture Trustee 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. 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 Indenture Trustee 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), (xvi), (xvii) and (xixxviii) 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 amount balance of the Class A-1 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (ii) to the Class A-2 Noteholders in reduction of the remaining principal amount balance of the Class A-2 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iii) to the Class A-3 Noteholders in reduction of the remaining principal amount balance of the Class A-3 Notes, until the outstanding principal amount balance thereof has been reduced to zero; (iv) to the Class B Noteholders in reduction of the remaining principal amount balance of the Class B Notes, until the outstanding principal amount balance thereof has been reduced to zero; (v) to the Class C Noteholders in reduction of the remaining principal amount balance of the Class C Notes, until the outstanding principal amount balance thereof has been reduced to zero; (vi) to the Class D Noteholders in reduction of the remaining principal amount balance of the Class D Notes, until the outstanding principal amount balance thereof has been reduced to zero; and; (vii) to the Class E Noteholders in reduction of the remaining principal amount balance of the Class E Notes, until the outstanding principal amount 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 Indenture TrusteeTrust 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 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 Holding Trust Certificateholder or Noteholder, as applicable, Noteholder in accordance with this Section. The Indenture Trustee Trust Collateral Agent 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 Indenture Trustee 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 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 the Trust or the 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 Indenture Trustee Trust Collateral Agent 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 Indenture Trustee Trust Collateral Agent shall reasonably cooperate with such Holding Trust Certificateholder or Noteholder in making such claim so long as such Noteholder agrees to reimburse the Indenture Trustee 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 funds, to the account of such Noteholder Holder at a bank or other depository institution entity having appropriate wire transfer facilitiesfacilities therefore, if such Noteholder shall have provided that the Noteholder has furnished to the Note Paying Agent with wire ▇▇▇▇▇▇▇▇▇ appropriate written instructions no later than seven (7) days at least five Business Days prior to the related such Distribution Date and such Holder’s Notes in the aggregate evidence a denomination of not less than $1,000,000 or (which may be standing instructions)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 Indenture Trustee 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 Indenture Trustee Trust Collateral Agent 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.