Common use of Duties of the Servicer and the Backup Servicer Clause in Contracts

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor AgreementAgreements, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor AgreementAgreements, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or customary practices as otherwise permitted under this Agreement. reflected in the servicing policies and procedures attached hereto as Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as Exeter is the Servicer, it shall substantially comply with the customary servicing policies and procedures, which are partially excerpted in compliance with its Customary Servicing Practices, Schedule C; as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, [complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, ,] accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements [and Originator Agreements, the Direct Lender Agreements ] (and shall maintain possession of the Dealer Agreements [and the Direct Lender Originator Agreements], to the extent it is necessary to do so), the Dealer Assignments Assignments, the Originator Agreements and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Dealer Assignments [, Originator Agreements, Dealer Assignments Originator Assignments] and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreementcustomary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the [Backup Servicer]/[successor Servicer] shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the [Backup Servicer][successor Servicer] shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor AgreementAgreements, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent, the Trustee and the Insurer with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, Obligor except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex A hereto, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent, the Trustee and the Insurer with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, Exeter, AmeriCredit at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, Obligor except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor AgreementAgreements, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.the

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent, the Trustee and the Insurer with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, Obligor except in accordance with the Servicer’s Customary customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex A hereto, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out substantially in compliance with its Customary Servicing Practices, as such practices, policies or procedures, as applicable, may be updated from time to time by the Servicer. The Servicer’s duties shall include, without limitation, collecting and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basis, reporting any required tax information to Obligors, monitoring the collateral, [complying with the applicable terms of the Lockbox Account Agreement [and the Lockbox Intercreditor Agreement, ],] accounting for collections and furnishing monthly and annual statements to the Indenture Trustee with respect to distributions and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Agreements, to the extent it is necessary to do so), the Dealer Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Agreements, Dealer Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The Servicer shall substantially comply with its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent, the Trustee and the Insurer with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, Obligor except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreement's customary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer's duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex A hereto, provided that the Backup Servicer shall not be liable for the Servicer's breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s 's duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent and the Trustee with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter AmeriCredit is no longer the Servicer, ExeterAmeriCredit, at the request of the Servicer, shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, except in accordance with the Servicer’s Customary 's customary practices as reflected in the Servicing Practices or Policies and Procedures attached hereto as otherwise permitted under this Agreement. Schedule C. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s 's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer's duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex A hereto, provided that the Backup Servicer shall not be liable for the Servicer's breach of its obligations.

Duties of the Servicer and the Backup Servicer. (a) The Servicer is hereby authorized to act as agent for the Issuer and the Holding Trust and in such capacity shall manage, service, administer and make collections on the Receivables, and perform the other actions required by the Servicer under this Agreement. The Servicer agrees that its servicing of the Receivables shall be carried out in accordance with customary and usual procedures of institutions which service motor vehicle retail installment sales contracts and, to the extent more exacting, the degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others. In performing such duties, so long as AmeriCredit is the Servicer, it shall substantially in compliance comply with its Customary Servicing Practicesthe policies and procedures described on Schedule C, as such practices, policies or procedures, as applicable, and procedures may be updated from time to time by the Servicertime. The Servicer’s duties shall include, without limitation, collecting collection and posting of all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, billing Obligors on a monthly basissending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the collateral, complying with the applicable terms of the Lockbox Account Agreement and the Lockbox Intercreditor Agreement, accounting for collections and furnishing monthly and annual statements to the Indenture Trust Collateral Agent, the Trustee and the Insurer with respect to distributions distributions, monitoring the status of Insurance Policies with respect to the Financed Vehicles and performing the other duties specified herein. The Servicer, or if Exeter is no longer the Servicer, Exeter, at the request of the Servicer, Servicer shall also administer and enforce all rights and responsibilities of the holder of the Receivables provided for in the Dealer Agreements, the Direct Lender Agreements and Auto Loan Purchase and Sale Agreements (and shall maintain possession of the Dealer Agreements and the Direct Lender Auto Loan Purchase and Sale Agreements, to the extent it is necessary to do so), the Dealer Assignments, the Third-Party Lender Assignments and the Insurance Policies, to the extent that such Dealer Agreements, Direct Lender Auto Loan Purchase and Sale Agreements, Dealer Assignments, Third-Party Lender Assignments and Insurance Policies relate to the Receivables, the Financed Vehicles or the Obligors. The To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall substantially comply with follow its Customary Servicing Practices customary standards, policies, and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Holding Trust to execute and deliver, on behalf of the Holding Trust, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and with respect to the Financed Vehicles; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of competent jurisdiction, release an Obligor from payment of any unpaid amount under any Receivable or waive the right to collect the unpaid balance of any Receivable from the Obligor, Obligor except in accordance with the Servicer’s Customary Servicing Practices or as otherwise permitted under this Agreementcustomary practices. The Servicer is hereby authorized to commence, in its own name or in the name of the Holding Trust, a legal proceeding to enforce a Receivable pursuant to Section 4.3 or to commence or participate in any other legal proceeding (including, without limitation, a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or participates in such a legal proceeding in its own name, the Holding Trust shall thereupon be deemed to have automatically assigned such Receivable to the Servicer solely for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Holding Trust to execute and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. The Indenture Trustee Trust Collateral Agent and the Owner Trustee shall furnish the Servicer with any limited powers of attorney and other documents which the Servicer may reasonably request and which the Servicer deems necessary or appropriate and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement. As set forth in Section 9.3, in the event the Servicer fails to perform its obligations hereunder, the Backup Servicer shall be responsible for the Servicer’s duties in this Agreement as if it were the Servicer, except as expressly set forth in Annex A hereto, provided that the Backup Servicer shall not be liable for the Servicer’s breach of its obligations.